COLLABORATION
AND DEVELOPMENT Agreement


 


This
Collaboration Agreement (“Agreement”) is made as of July 5, 2018 (the “Effective Date”) by and
between Ampersand Biopharmaceuticals, Inc, a Delaware corporation with offices located at 2545 W. Hillcrest Dr., Thousand Oaks,
CA 91320 (“Ampersand”), and Zander Therapeutics, Inc. a Nevada corporation, with offices located at 4700 Spring
Street, Suite 304 La Mesa, CA, 91942, USA (“Zander”). Ampersand and Zander are sometimes referred to in this
Agreement individually as a “Party”, and collectively as the “Parties”.


 


Recitals


 


WHEREAS,
Ampersand has expertise and intellectual property rights relating to the use of a proprietary transdermal drug delivery system;


 


WHEREAS,
Zander has developed and has rights to NR2F6 agonists and NR2F6 antagonists;


 


WHEREAS,
Ampersand and Zander desire to cooperate in a research and development program to establish the use of NR2F6 agonists and
antagonists coupled with the proprietary transdermal drug delivery system (“Amperzans”) in the treatment of
various disorders such as arthritis, atopic dermatitis and cancer in companion animals such as dogs and cats.


 


In
consideration of these premises and of the mutual promises set forth below, the Parties agree as follows:


 


Article
1.


Definitions


 


For
purposes of this Agreement, the terms defined in this Article shall have the meaning specified and shall be applicable to both
the singular and plural forms wherever used in this Agreement.


 


1.1
“Affiliate” means, with respect to a Party, any Entity controls, is controlled by or is under common control
with, such Party. For purposes of this definition only, “control” of another Entity means: (i) in the case of corporate
Entity, direct or indirect ownership of more than fifty percent (50%) of the stock or shares entitled to vote for the election
of directors; (ii) in the case of a non-corporate Entity, direct or indirect ownership of more than fifty (50%) of the equity
interest with the power to direct the activities, management and policies of such Entity, whether through the ownership of voting
securities, by contract or otherwise; or (iii) in the case of corporate entities in any country where the local law will not permit
foreign equity participation of a majority, ownership or control, directly or indirectly, of the maximum percentage of such outstanding
stock or voting rights permitted by local law, but only if the such Entity has the power to direct the management and policies
of such corporate entities.


 


1.2
“Ampersand Inventions” has the meaning set forth in Section 3.4(a)(i).


 


1.3
“Ampersand Technology” means the technology claims related to transdermal penetration and delivery and
any Improvements made thereto during the Term. 


 


1.4 “Applicable
Law” means all laws, statutes, ordinances, codes, rules, and regulations that have been enacted by a Governmental Authority
and are in force as of the Effective Date or come into force during the Term, in each case to the extent that the same are applicable
to the performance by a Party of its obligations, and/or exercise of its rights, under this Agreement.


 


1.5 “Background
Know-How” means all Know-How relating to the Field developed, conceived, controlled and/or obtained by a Party or its
Affiliates prior to the Effective Date or independently of the Development Program.


 


1.6 “Background
Patents” means patents and patent applications owned or licensable by a Party to the extent claiming inventions other
than Developed Technology, but which patents or patent applications may cover one or more activities under the Development Program
and/or which would be infringed by the commercial exploitation of the Developed Technology in the Field. 


 


1.7 “Background
Rights” means Background Patents and Background Know-How.


 


1.8 “Change
of Control” means, with respect to a Party, that a Third Party shall have become the beneficial owner of securities
representing more than fifty percent (50%) of the aggregate voting power of the then-outstanding voting securities of said Party,
or any sale by said Party of all or substantially all of its business or assets pertaining to the Product.


 


1.9 “Claims”
means any claim, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including, without
limitation, reasonable attorney’s fees and other costs and expenses of litigation).


 


1.10
“Commercially Reasonable Efforts” means the level of effort, expertise, and resources required to perform
a party’s assigned tasks of the Development Program consistent with the reasonable efforts that would be typically exerted
by a similar company in the same general industry of comparable size and capabilities in performing assigned tasks of a workplan,
that is of similar market potential at a similar stage in its product life.


 


1.11 “Commercialize,”
“Commercializing,” and “Commercialization” means activities directed to monetizing a business
opportunity to generate profit by any means, including, but not limited to, a licensing agreement; selling an asset; and marketing,
promoting, distributing, importing, and/or selling a Developed Product.


1.12          
“Confidential Information” means information received by one Party or its Affiliate(s) (the receiving Party) from
the other Party or its Affiliate(s) (the disclosing Party) that is visibly marked as confidential or proprietary, or that the
receiving Party has a reasonable basis to believe is confidential to the disclosing Party. Without limiting the generality of
the foregoing, both Parties’ Background Know-How shall be deemed to constitute Confidential Information.


 


1.13 “Developed
Product” means any product for use in the Field that is developed during the Term of this Agreement (i) the making,
manufacture, use, sale or importation of which is covered by any Development Rights, and/or (ii) which includes or incorporates
any Developed Technology.


 


1.14
“Development Period” means a period commencing on the Effective Date and ending on that date thirty-six (36) months
from the Effective Date unless extended by the mutual written agreement of the Parties.


 


1.15 “Development
Program” means the research and development program to be conducted by Ampersand and Zander during the Development Period
in accordance with the Workplan.


 


1.16
“Development Rights” means any and all patent, copyright, trademark, trade secret and other intellectual property
rights in and to the Developed Technology, whether now known or hereafter recognized in any jurisdiction.


 


1.17 “Developed
Technology” means any and all ideas, inventions, work of authorship, work product, materials, technologies, discoveries,
improvements, know-how, techniques, and other deliverables, whether patentable or unpatentable, copyrightable or uncopyrightable,
including, but not limited to, any documentation, formula, design, device, code, improvement, method, process, discovery, concept,
development, machine or contribution, that a Party and/or its Affiliates conceives, makes, reduces to practice or develops, in
whole or in part, alone or in conjunction with others, during or as a result of conducting the Development Program,


 


1.18 “Entity”
means any corporation, firm, partnership, proprietorship, or other form of business organization.


 


1.19 “Field”
means the use of Amperzans for the treatment of any malady in dogs or cats.


 


1.20  “Intellectual
Property Rights” means all intellectual property rights including, but not limited to, patents, patent applications,
utility models, industrial designs, know-how, trade secrets, mask works, copyrights and Confidential Information. For purposes
of this Agreement, trademarks and trade names shall not be included in the definition of “Intellectual Property Rights”
and no rights under any trademarks or trade names are or shall be granted hereunder.


 


1.21
“Inventions” has the meaning set forth in Section 3.4(a)


 




1.22
“Joint Invention” has the meaning set forth in Section 3.4(a).


 







1.23 “Know-How”
means technical information and materials, including technology, software, instrumentation, devices, data, biological materials,
assays, constructs, compounds, inventions (patentable or otherwise), practices, methods, algorithms, models, knowledge, know-how,
trade secrets, skill and experience, including all biological, chemical, pharmacological, toxicological, clinical, assay and related
know-how and trade secrets, and all manufacturing data, manufacturing processes, specifications, assays, quality control and testing
procedures, regulatory submissions and related know-how and trade secrets.


 





1.24
“Negotiation Period” means a period commencing on the Effective Date and ending six months after the end of the
Development Period.


 


1.25 “NR2F6
Agonist or Antagonist” means a compound, or compounds, as defined in the Workplan.


 


1.26 “Territory”
means worldwide.


 


1.27 "Workplan”
means the research and development plan attached hereto as Exhibit A, which sets forth the research and development
work to be performed by Ampersand and Zander during the Term for the performance of such work, as such plan may be amended from
time to time by the mutual written agreement of the Parties.


 


1.28
“Zander Inventions” has the meaning set forth in Section 3.4(a)(ii).


 


1.29
“Zander Technology” means the technology claims related to the NR2F6 Agonist or Antagonist. 




 


Article
2.


Development
program


 


2.1
Performance of Work. Each of the Parties shall use Commercially Reasonable Efforts to perform its part of the Development
Program in accordance with the Workplan; provided, however, that neither Party makes any warranties or representations regarding
the successful completion of the Development Program or the achievement of any particular results. Each Party agrees to assign
or use reasonably qualified personnel to perform its part of the Development Program during the Development Period as such Party
reasonably determines is necessary for the fulfillment of its work under the Workplan.


 


2.2
Development Program Support. Except as provided for in the Workplan, a Party shall be permitted to utilize third party contractors
to perform activities under the Development Program only with the prior written consent of the other Party, which consent shall
not be unreasonably withheld.


 


2.3
Other Development Resources. Zander will supply to Ampersand, at no charge, sufficient NR2F6 Agonists and Antagonists and
any related control compounds and any other materials, data and other resources necessary for performance of the Workplan. Zander
will also provide any necessary consultative resources necessary for performance of the Workplan, for example and without limitation,
consultation on trial design and consultation regarding contract research organizations (CROs).


 


2.4
Contingent Funding of Workplan. This Agreement is set in place with the expectation that funds will be raised explicitly to
fund the Workplan as outlined in Exhibit A, Use of Funds. Should sufficient funds fail to be raised by both Parties as outlined
in Exhibit A, Use of Funds, this Agreement and associated Workplan are null and void. Both parties recognize that Exhibit A, Use
of Funds (which is incorporated by reference as if fully set forth herein) contains estimated costs and that while best efforts
have been made to estimate these costs, actual costs may be greater. In the event that the completion of the Workplan exceeds
these budgets, both parties acknowledge that additional funds will be raised explicitly to fund the completion of the Workplan.
Should these additional funds fail to be raised, this Agreement and associated workplan are null and void. However, neither Party
has assumed the responsibility or is providing any warranty to raise or contribute any specific dollar amount to fund the Workplan
and it is not a breach of this Agreement if a Party does not raise cash to fund the Workplan. Except as provided in Section 2.3
and 5.1, each Party shall be responsible for its own costs for performing its responsibilities under the Workplan.


 


2.5
Technical Contacts. Ampersand and Zander have established “Technical Contacts” to act as liaisons between the
Parties for the various technical matters that may arise during the course of the Development Program. The Technical Contacts
are:


 


For
Ampersand:


Ryan
Beal, MD


Ampersand
Biopharmaceuticals, Inc.,


2545
W Hillcrest Dr, Suite 215


Thousand
Oaks, CA 91320


ryan.beal@ampersandbiopharma.com


213-309-8625


 


For
Zander:


Harry
Lander, PhD


Zander
Therapeutics, Inc.


4700
Spring Street, Suite 304


La
Mesa, CA 91942


harry.lander@regenbiopharma.com


917-696-1991


 


Each
Party may change its Technical Contact or may designate an alternate for a limited time or scope, by notifying the Technical Contact
of the other Party, as applicable, in writing prior to the delegation of such duties.


 


2.6
Status Meetings and Disclosure of Developed Technology. The Parties shall meet at least monthly at mutually agreed times and
locations to discuss the results, progress and direction of the Development Program and to address identified technical issues
and potential challenges (“Status Meetings”). During or before such Status Meetings, each Party shall disclose
to the other all material Developed Technology that it has discovered, invented, developed or reduced to practice since the previous
Status Meeting. Each Party's Technical Contacts, and any other persons that such Party deems to be relevant and useful, shall
attend such Status Meetings. Each Party will promptly and fully disclose in writing to the other Party any and all Developed Technology.


 


2.7 Commercialization.


 


(a)
Upon completion of the Development Program, the Parties agree to exert Commercially Reasonable Efforts to Commercialize the Developed
Technology.


 


(b) Any
successful monetization of Developed Technology will result in the equal sharing (i.e. 50% to Ampersand and 50% to Zander) of
any consideration related to such Developed Technology including, but not limited to, equity, up-front, royalty, milestone and
other payments or in-kind consideration associated with any sale, license or sublicense agreement. Such equal sharing of any consideration
will be net of any expenses incurred. Should the Developed Technology be developed, marketed, commercialized and/or sold by either
Party, the expenses and revenues of such activity will be shared equally.


 


 


article
3.


INTELLECTUAL
PROPERTY ownership


 


3.1
Background Rights. Each Party shall retain sole ownership of its Background Rights, and nothing in this Agreement shall give
either Party any ownership interest in or to, or any right to license, prosecute or enforce, the other Party’s Background
Rights.


 


3.2 Development
Rights. Neither party shall be entitled to practice, commercialize, market, develop, or otherwise derive a benefit from, financial
or otherwise (“Exploit”), or grant third parties, including Affiliates, any rights under the Developed Technology
or Development Rights in the Field to make, have made, use, have used, sell, have sold, offer to sell or import, Commercialize,
or otherwise Exploit Developed Products in the Field, or grant any third party, including Affiliates, any rights to do any of
the above, without the prior written consent of the other Party. Inventorship of the Development Rights will be determined in
accordance with principles of U.S. patent law.


 


3.3 Disclosure
of Inventions.  Each Party shall promptly disclose, and shall cause its Affiliates to disclose, to the other in writing any
and all Inventions (as defined below) that it or its employees, Affiliates, independent contractors or agents solely or jointly
make, conceive, reduce to practice, author, or otherwise discover from the joint or separate activities of the Party or the Party’s
agents, contractors, and Affiliates during and in connection with the performance of the activities conducted pursuant to this
Agreement.


 


3.4 Ownership
of Inventions.


 


(a)
Ownership of inventions arising during and in the course of the Parties’ performance under the Agreement, and related intellectual
property rights (“Inventions”) shall be determined in accordance with U.S. rules of inventorship, except as
otherwise set forth in this Section 3.3(a), below. For clarity, except as set forth in this Section 3.3(a), below, each Party
shall have an undivided interest in and to any Inventions made by employees or independent contractors of both Parties (“Joint
Inventions”), without a duty of accounting to the other Party and without an obligation to obtain consent of the other
Party to grant licenses thereunder in countries in which such duty or obligation would otherwise apply. Notwithstanding the foregoing:


 


(i)
Ampersand shall solely own all Inventions relating to the Ampersand Technology and/or to methods of using or manufacturing the
Ampersand Technology, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent
contractors or agents of both Parties (“Ampersand Inventions”). Such Inventions and patents and patent applications
claiming such Inventions are included in this agreement with the same rights and privileges as Background Rights.




 


(ii)
Zander shall solely own all Inventions relating to the Zander Technology and/or to methods of using or manufacturing the Zander
Technology, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent
contractors or agents of both Parties (“Zander Inventions”). Such Inventions and patents and patent applications
claiming such Inventions are included in this agreement with the same rights and privileges as Background Rights.




 


(b)
With the exception of Ampersand Inventions and Zander Inventions as defined in 3.3(a)(i) and 3.3(a)(ii), the Developed Technology
shall be jointly owned by both Parties. If any Developed Technology is solely owned by either Party, then the solely-owning Party
shall assign, and hereby assigns, to the other Party an undivided interest in the Developed Technology such that the Developed
Technology shall be jointly owned.


 


(c) Assignment
and Protection of Interests. Without additional consideration except as otherwise provided for in this Section 3.3(c), each
Party hereby assigns to the other Party such of its right, title, and interest in and to any Inventions, patent rights claiming
them, and all other intellectual property rights therein, including enforcement rights, and shall require its Affiliates, independent
contractors, employees, or agents to so assign to the other Party such of their right, title, and interest in and to the foregoing,
as is necessary to effectuate the allocation of right, title and interest in and to Inventions as set forth in Section 3.3(a).
Each Party shall, and shall cause its Affiliates, independent contractors, employees, and agents to, cooperate with the other
Party and take all reasonable additional actions and execute such agreements, instruments and documents as may be reasonably required
to perfect the other Party’s right, title, and interest in and to Inventions, patent rights and other intellectual property
rights as such other Party has pursuant to Section 3.3(a) and Section 3.3(b). Each Party shall also include without limitation
provisions in its relevant agreements with Third Parties that effect the intent of this Section 3.4(c).


 


3.5
Assignment of Inventions. Each Party shall ensure that, to the extent permitted by applicable Law, its employees, agents,
and contractors performing work pursuant to this Agreement are, and shall cause its Affiliates performing work pursuant to this
Agreement to be, under an obligation to assign to it all Inventions therein and intellectual property rights made or arising during
and in the course of and as a result of the performance of such work or, where such obligation is not permitted in a particular
country, to exclusively license to it all such Inventions and intellectual property rights, with the right to authorize or grant
sublicenses in such country, or where neither of the foregoing obligations is permitted in a particular country then, to non-exclusively
license to it all such Inventions and intellectual property rights, with the right to authorize or grant sublicenses in such country.


 


ARTICLE
4.


License
GRANT OF BACKGROUND RIGHTS FOR Development program


 


4.1 License
Grant. Subject to the terms and conditions of this Agreement, Ampersand and Zander each grant to the other a limited, non-exclusive,
transferable (in accordance with Section 11.1), royalty-free license under the granting Party’s Background Rights in the
Field in the Territory for the sole purpose of satisfying each Licensee’s obligations under the Development Program.


 


4.2
Sublicensing.


 


(a)
Subject to the terms and conditions of this Agreement, a Party may grant a limited, non-exclusive sublicense under the licenses
granted under Section 4.1 solely to (a) independent contractors, in each case, solely to the extent such sublicensee is performing
services on such Party's behalf and for such Party’s benefit under this Agreement and provided that: (i) the sublicense
subject and subordinate to the terms and conditions of this Agreement and will contain terms and conditions consistent with those
in this Agreement; (ii) the sublicense is subject to the termination provisions of this Agreement; (iii) the sublicense is subject
to confidentiality provisions no less stringent than the confidentiality provisions of this Agreement; and (iv) only with the
prior written consent of the other Party, which consent shall not be unreasonably withheld.


 


(b)
Each Party will remain responsible for the performance of sublicensees under this Agreement, including for all payments due thereto.
Each Party will have the right to receive a redacted copy of any sublicense agreement entered into between the other party and
a sublicensee within fifteen (15) business days of a request made by the non-sublicensing Party.


 


4.3 No
Implied Licenses; Retained Rights. It is agreed and acknowledged that a Party’s ownership of and freedom to operate
under jointly-owned Development Rights does not convey, grant or imply any right or license whatsoever to operate or exercise
rights under the other Party’s Background Rights, and no such license, other than as expressly set forth in this Article
4, shall exist unless set forth in a separate written license agreement between the Parties. No right or license under any intellectual
property rights is granted or will be granted by either Party by implication. All rights or licenses are or will be granted only
as expressly provided in this Agreement.


 


ARTICLE
5.


PROSECUTION
AND ENFORCEMENT OF RIGHTS


 


5.1 Background
Right Patents. Each Party shall be responsible for filing and prosecuting patent applications and maintaining patents in a
manner consistent with optimizing patent protection on intellectual property claimed in the Background Rights.


 


5.2 Development
Right Patents. The Parties agree to discuss in good faith whether to file application(s) for patents on any Development Rights,
and if so, in which countries the patent application(s) should be filed. Neither Party shall file a patent application based upon
the Development Rights without the express written agreement of the other Party. The cost of patent prosecution and maintenance
will be equally shared between the parties.


 


5.3
Enforcement of Rights Against Infringers.


 


(a)
Enforcement of Development Rights Against Infringers. In the event that either Party has cause to believe that a Third Party
may be infringing or misappropriating any of the Development Rights in the Field in the Territory, it will promptly notify the
other Party in writing, identifying the alleged infringer and the alleged infringement or misappropriation complained of and providing
the information upon which such determination is based. The cost of protecting or enforcing the Development Rights shall be shared
equally by both Parties.


 


(b)
Enforcement of Background Rights Against Infringers.


 


(i) Procedures
and Requirements. In the event that either Party has cause to believe that a Third Party may be infringing or misappropriating
any of the Background Rights relating to the Development Rights in the Field in the Territory, it will promptly notify the other
Party in writing, identifying the alleged infringer and the alleged infringement or misappropriation complained of and providing
the information upon which such determination is based. The Party that owns the Background Rights that are being infringed relating
to the Development Rights in the Field in the Territory (“Owning Party”) will have the first right but not the obligation
to stop any such infringement or misappropriation of the Background Rights by such Third Party or settle, pursuant to Section
5.3(b)(ii), with such Third Party. The Owning Party will have the sole right but not the obligation to stop any such infringement
or misappropriation of the Background Rights to the extent not relating to the Development Rights. If the Owning Party fails to
take action within ninety (90) days following its receipt of a notice of such infringement or misappropriation, then the Party
that does not own the Background Rights that are being infringed as they relate to the Development Rights in the Field in the
Territory (“Non-Owning Party”) will have the right to take action to stop such infringement or misappropriation. Upon
reasonable request by the Party enforcing Background Rights in the Field in the Territory (the “Enforcing Party”),
the other Party (the “Non-Enforcing Party”) will give the Enforcing Party all reasonable information and assistance,
including allowing the Enforcing Party access to the Non-Enforcing Party’s files and documents and to the Non-Enforcing
Party’s personnel who may have possession of relevant information and, if necessary or desirable for the Enforcing Party
to prosecute any legal action, joining in the legal action as a party using counsel of its own choosing. Any such assistance provided
by a Non-Enforcing Party will be rendered at the Enforcing Party’s cost and expense and the Enforcing Party will reimburse
the Non-Enforcing Party for its reasonable and documented costs and expenses upon the Non-Enforcing Party’s request.


 


(ii)
Settlement of an Enforcement Claim. The Enforcing Party will have the right to control settlement of any claims that a
Third Party may be infringing or misappropriation any Background Rights in the Field and in the Territory; provided, however,
that if such settlement could reasonably be deemed to have a material adverse effect on the Non-Enforcing Party, the Enforcing
Party will not enter into any such settlement with respect to any Background Rights in the Territory without the prior written
consent of the Non-Enforcing Party such consent not to be unreasonably withheld, delayed, or conditioned.


 


(iii)
Expenses and Recovery. As between the Parties, the Enforcing Party will bear all costs and expenses (including any costs
or expenses incurred that exceed the amounts recovered by the Enforcing Party pursuing any action under this Section 7.3.3) and
payments awarded against or agreed to be paid by the Enforcing Party. Any amounts recovered by either Party pursuant to Section
7.3.1 or 7.3.2, whether by settlement or judgment, will be allocated in accordance with the following: (a) such amounts first
will be used to reimburse the Parties for their reasonable costs and expenses in making such recovery and, if insufficient to
cover the totality of such costs and expenses, will be allocated between the Parties in proportion to their respective costs and
expenses; and (b) (i) if the Non-Owning Party is the Enforcing Party, the Non-Owning Party will retain any remainder to the extent
such settlement relates to Development Rights in the Field in the Territory, and (ii) the Owning Party will receive all other
amounts.


 


ARTICLE
6.


CONFIDENTIAL
INFORMATION


 


6.1
Restrictions. The Parties agree to maintain Confidential Information of the other Party in confidence and not disclose such
Confidential Information without the prior written approval of the disclosing Party, or make any use of such Confidential Information,
except as required in order for such party to perform its obligations and exercise its rights under this Agreement. Each Party
shall protect Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of
care to prevent the unauthorized disclosure of Confidential Information, as it uses to protect its own confidential information
of like nature.


 


6.2
Duration. The foregoing obligations shall remain in force until five (5) years following expiration or termination of this
Agreement. Notwithstanding any terms or conditions in this Agreement, any obligations in respect to trade secret will survive
termination or expiration of this Agreement.


 


6.3 Exceptions.
The restrictions set forth in this Article 6 shall not apply with respect to any information that the receiving Party can
demonstrate in writing and:


 


(a)
was known to the receiving Party prior to receipt from the disclosing Party, as documented in written records or publications
that lawfully are in the possession of the receiving Party or known to the receiving Party prior to such receipt;


 


(b) was
lawfully and generally available to the trade or to the public prior to receipt from the disclosing Party;


 


(c)
becomes lawfully available to the trade or to the public after receipt from the disclosing Party through no act on the part of
the receiving Party;


 


(d) 
corresponds in substance to any information received in good faith by the receiving Party from any third party without an obligation
of confidentiality;


 


(e)
is independently developed by an employee, independent contractor, agent or individual working for the benefit of the receiving
Party, without reference to or reliance upon, or access to any Confidential Information of the disclosing Party; or


 


(f)
is required to be disclosed to comply with any order of a court or any applicable rule, regulation, or law of any jurisdiction
or securities exchange, provided that in the event that a Party is so required to disclose Confidential Information of the other
Party, it shall promptly notify such Party and allow such Party a reasonable time to oppose such disclosure, and the Party that
is required to disclose such information shall do so only under an appropriate protective order or confidential treatment that
preserves the confidentiality of the information to the greatest extent practical.


 


6.4 Authorized
Disclosure. To the extent (and only to the extent) that it is reasonably necessary or appropriate to fulfill its obligations
or exercise its rights under this Agreement, the Receiving Party may disclose Confidential Information belonging to the Disclosing
Party in the following instances:


 


(a)
preparing, filing, prosecuting, and/or maintaining patent applications to the extent permitted in this Agreement; and




 


(b)
prosecuting or defending litigation.




 


If
and whenever any Confidential Information is disclosed in accordance with this Section 6.4, such disclosure will not cause any
such information to cease to be Confidential Information except to the extent that such disclosure results in a public disclosure
of such information (other than in breach of this Agreement). Where reasonably possible, the Receiving Party will notify the Disclosing
Party in writing of the Receiving Party’s intent to make such disclosure pursuant to this Sections 6.4 sufficiently prior
to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action appropriate to protect the
confidentiality of the information while still permitting such disclosure, and the Receiving Party will cooperate with the Disclosing
Party in such efforts.


 


6.5
Terms of Agreement. This Agreement and the relationship between Zander and Ampersand shall be considered Confidential Information
for purposes of this Article 6. Notwithstanding the foregoing, each Party shall have the right to disclose this Agreement to the
extent required by applicable law or the rules of any stock exchange and in confidence to any bona fide prospective investor
or a purchaser of a business or technology to which this Agreement pertains. 


 


6.6 Publications.
Neither Party has the right to make publications and/or public presentations with respect to Developed Technology and/or the
Development Program without the prior written consent of the other Party, which shall not be unreasonably withheld. To achieve
such consent, the publishing Party shall submit to the non-publishing Party, in compliance with section 11.4 of this Agreement,
a draft of the manuscript or publication 90 (ninety) days before publication or submission of manuscript, whichever is the earlier.
In the event that the non-publishing Party does not comment on such draft of a publication within 60 (sixty) days after its receipt,
approval shall be considered given. Each Party agrees to acknowledge in any public disclosure the support received from the other
Party. For the purposes of publication, if approval is given pursuant to this Section 6.6, acknowledgement of the non-publishing
party in the publication shall not be a breach of this agreement.


 


6.7


              
 


6.8 Announcement.
Neither Party may disclose the collaboration created by this Agreement without the express written consent of the other Party,
such consent not to be unreasonably withheld.


 


ARTICLE
7


INDEMNIFICATION


 


7.1
Indemnity Obligations. 


 


(a) 
Zander will defend Ampersand, its Affiliates and their respective directors, officers, employees, contractors, and agents (collectively,
the “Ampersand Indemnitees”), and will indemnify and hold harmless the Ampersand Indemnitees, from and against any
liabilities, losses, costs, damages, fees, or expenses payable to a Third Party, and reasonable attorney’s fees and other
legal expenses with respect thereto (“Losses”) arising out of any allegation, claim, action, lawsuit, or other proceeding
(“Claims”) brought against any Ampersand Indemnitee by a Third Party to the extent directly resulting from or relating
to: (a) any breach by Zander of any of its representations, warranties, covenants, or obligations pursuant to this Agreement,
(b) activities (including product liability) engaged by Zander or its Affiliates as a result of conducting the Development Program,
(c) the practice by Zander or its Affiliates of any license granted to it under Article 2, or (d) the gross negligence, willful
misconduct, or unlawful acts of Zander or any of Zander’s directors, officers, employees, contractors and agents; except
in any such case to the extent such Losses and Claims directly result from: (i) the negligence or willful misconduct of any Ampersand
Indemnitee, (ii) any breach by Ampersand of any of its representations, warranties, covenants, or obligations pursuant to this
Agreement, or (iii) any violation of Applicable Law by any Indemnitee.


 


(b)
Ampersand will defend Zander, its Affiliates and their respective directors, officers, employees, contractors, and agents (collectively,
the “Zander Indemnitees”), and will indemnify and hold harmless the Zander Indemnitees, from and against any liabilities,
losses, costs, damages, fees, or expenses payable to a Third Party, and reasonable attorney’s fees and other legal expenses
with respect thereto (“Losses”) arising out of any allegation, claim, action, lawsuit, or other proceeding (“Claims”)
brought against any Zander Indemnitee by a Third Party to the extent directly resulting from or relating to: (a) any breach by
Ampersand of any of its representations, warranties, covenants, or obligations pursuant to this Agreement, (b) activities (including
product liability) engaged by Ampersand or its Affiliates as a result of conducting the Development Program, (c) the practice
by Ampersand or its Affiliates of any license granted to it under Article 2, or (d) the gross negligence, willful misconduct,
or unlawful acts of Ampersand or any of Ampersand’s directors, officers, employees, contractors and agents; except in any
such case to the extent such Losses and Claims directly result from: (i) the negligence or willful misconduct of any Zander Indemnitee,
(ii) any breach by Zander of any of its representations, warranties, covenants, or obligations pursuant to this Agreement, or
(iii) any violation of Applicable Law by any Indemnitee.


 


7.2
Procedure. If any Indemnitee intends to claim indemnification under this Article 7, the Indemnitee will promptly notify the
party providing the indemnification (“the Indemnitor”) in writing of any Claim in respect of which the Indemnitee
intends to claim such indemnification, and the Indemnitor will assume the defense thereof with counsel selected by the Indemnitor
and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel,
with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor
would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented
by such counsel in such proceedings. The Indemnitor will have the right to control the defense of, and settle, dispose of or compromise
any claims for which it is providing indemnification under this Article 10; provided that the prior written consent of the Indemnitee
(which will not be unreasonably withheld, delayed, or conditioned) will be required in the event any such settlement, disposition
or compromise would adversely affect the interests of the Indemnitee. The indemnity agreement in this Article 7 will not apply
to amounts paid in settlement or pursuant to the compromise or disposition of any loss, claim, damage, liability, or action if
such settlement, compromise or disposition is effected without the prior written consent of the Indemnitor. The failure to deliver
notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to the Indemnitor’s
ability to defend such action, will relieve the Indemnitor of any liability to the Indemnitee under this Article 7, but the omission
so to deliver notice to the Indemnitor will not relieve the Indemnitor of any liability that it may have to any Indemnitee otherwise
than under this Article 7. The Indemnitee, its employees, and its agents, will cooperate fully with the Indemnitor and its legal
representatives in the investigation of any action, claim, or liability covered by this indemnification.


 


7.3
Insurance. During the term of this Agreement and for seven (7) years thereafter, each Party shall maintain, at its sole expense,
such types and amounts of insurance coverage as is appropriate and customary in its respective industry in light of the nature
of the activities to be performed by such Party hereunder.


 


Article
8.


Term
and Termination


 


8.1 Term.
The term of this Agreement (the “Term”) shall commence on the Effective Date and will continue unless terminated
in accordance with Section 8.2, 8.3 or by mutual written consent of the Parties (the “Term”).


 


8.2 Termination
for Material Breach.


 


(a)
If either Party believes that the other Party is in material breach of this Agreement, then such Party may deliver notice of such
breach to such other Party. In such notice, such Party will identify with specificity the alleged breach and the actions or conduct
that it wishes such other Party to take for an acceptable and prompt cure of such breach or indicate that such breach is not curable;
provided that such identified actions will not be binding upon such other Party with respect to the actions that it may need to
take to cure such breach. The allegedly breaching Party will have thirty (30) days to cure such breach if such breach is curable.
If the allegedly breaching Party fails to cure such breach within such cure period or if such breach is not curable, the other
Party may, subject to Section 8.2(b), terminate this Agreement immediately by providing such allegedly breaching Party a written
notice at the end of such cure period or immediately if such breach is not curable.


 


(b)
Notwithstanding the foregoing, if the allegedly breaching Party disputes in good faith the existence or materiality of such breach
and provides notice to the other Party of such dispute within such cure period, such other Party will not have the right to terminate
this Agreement in accordance with this section 8.2 unless and until it has been determined in accordance with Article 10 that
this Agreement was materially breached by such allegedly breaching Party who failed to cure such breach within the applicable
cure period. It is understood and acknowledged that during the pendency of such a dispute, all of the terms and conditions of
this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder.


 


8.3 Termination
for Insolvency. Either party may terminate this Agreement upon notice to the other party if such other party ceases to carry
on its business related to this Agreement, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors,
makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or to have itself liquidated or dissolved,
or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary
bankruptcy action, liquidation proceeding, or dissolution proceeding is filed against such other party and not dismissed within
sixty (60) days.


 


8.4 Termination
of Obligations. Upon thirty (30) days’ written notice, either Party shall be entitled to terminate its financial and
developmental obligations under this Agreement for convenience, including, but not limited to either Party having no further business
interest in the Development Program, provided that if a Party provides notice of termination of its financial and developmental
obligations, this Agreement and all rights and licenses granted herein shall remain in full force and effect except that as of
the date that the Party has terminated its financial and developmental obligations, that Party shall no longer be required to
share in or expend expenses related to conducting the Development Program or to developing or commercializing any products related
thereto. For avoidance of doubt, notwithstanding the above termination of financial and developmental obligations, the Party’s
indemnity obligations under Article 7 and all other obligations related to defending claims shall remain in full force and effect.


 


8.5 Effects
of Termination. Upon any termination of this Agreement, all rights and obligations of the Parties shall terminate forthwith,
except as specifically set forth in:


 


(a)
No termination of this Agreement shall relieve any Party of any obligation accrued prior to the date of termination, unless otherwise
expressly stated herein, or relieve a Party in default from liability for damages for breach of this Agreement.


 


(b)
Upon any termination of this Agreement, each Party shall promptly destroy or return to the other all copies in its possession
or control of any Confidential Information or Background Know-How of the other Party.


 


(c)
The provisions of Sections 3.2, 8.3, 9.2, and 9.3, and Articles 6, 7, 8, 10 and 11 hereof shall survive any termination of this
Agreement in accordance with their terms.


ARTICLE
9.


DISCLAIMER;
LIMITATION OF LIABILITY; 

REPRESENTATIONS AND WARRANTIES


 


9.1 Disclaimer.
except as EXPRESSLY SET FORTH IN THIS AGREEMENT, each Party expressly disclaims any and all warranties of any kind, express or
implied, including the warranties of design, merchantability, fitness for a particular purpose, noninfringement of the intellectual
property rights of third Parties, or arising from a course of dealing, usage or trade practices, in all cases with respect thereto.
WITHOUT LIMITING THE FOREGOING, except as EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS,
WARRANTIES OR GUARANTEES OF ANY KIND EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF
ANY KIND, INCLUDING AS TO THE SUCCESSFUL DEVELOPMENT, REGISTRATION OR COMMERCIALIZATION OF ANY PRODUCTS, OR WITH REGARD TO THE
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS.


 


9.2 Limitation
of Liability. Neither Party hereto will be liable for indirect, incidental, consequential,
special, exemplary, punitive or multiple damages arising in connection with this Agreement or the exercise of its rights OR PERFORMANCE
OF ITS OBLIGATIONS hereunder, or for lost profits OR LOSS OF USE arising from or relating to any breach of this Agreement, regardless
of any notice of such damages; provided, however, that this Section 9.2 will not limit or restrict (A)
damages available for breaches of confidentiality obligations UNDER Article 6, OR (B) AMPERSAND’S OR ZANDER’S indemnification
obligations under Article 7.


 


9.3 REPRESENTATIONS,
WARRANTIES, AND COVENANTS 


 


(a) Each
Party represents and warrants to the other Party that it has the full right, power, and authority to execute and deliver this
Agreement and to perform its terms, the execution and delivery of this Agreement and the consummation of the transactions required
by this Agreement will not violate or conflict with any charter provision or bylaw of a Party or any of its Affiliates, it has
taken all required corporate actions to approve and adopt this Agreement, this Agreement is enforceable against such Party according
to its terms, that the person or person executing this Agreement on its behalf is duly authorized and empowered to do so and that
it is not aware of any impediment that would inhibit its ability to perform the terms and conditions imposed on it by this Agreement


 


(b)
Each Party warrants that it has enforceable written agreements with all of its employees, consultants, or independent contractors
who receive Confidential Information under this Agreement obligating them to keep such information confidential and to use such
information only as permitted in this Agreement and assigning to such Party ownership of all intellectual property rights created
in the course of their employment.


 


(c) Each
Party warrants that as of the Effective Date, it is entitled to grant the rights and licenses granted to the other Party under
this Agreement, and is not currently bound, and will not be bound during the Term, by any agreement with any Third Party, or by
any outstanding order, judgment, or decree of any court or administrative agency, that restricts it in any way from granting to
the other Party the rights and licenses as set forth in this Agreement.


 


(d) Each
Party warrants that it has not granted as of the Effective Date any right, option, license or interest in or to any of the Background
Rights that is in conflict with the rights or licenses granted to the other Party under this Agreement; and it has not granted,
or permitted to be attached, any lien, security interest, or other encumbrance with respect to the Background Rights; and each
Party warrants that it will not do any of the foregoing during the Term.


 


(e)
Each Party warrants that to its knowledge, it solely owns, and is unaware of any facts that have led it to suspect that it does
not solely own the Background Rights existing as of the Effective Date.


 


(f) Each
Party certifies that it has not utilized, in conducting any development activities or in the manufacture of any products, any
person that at such time, to that Party’s knowledge, was debarred by any regulatory authority.


 


(g) Each
Party warrants that to its knowledge, the Background Rights and the practice thereof do not infringe upon or violate the patent,
copyright, trademark, trade secret or other proprietary rights of any third party, and each Party warrants that it has not received
any communication or notice from any third party asserting any right, title or interest to the Background Rights.


 


(h)
Each Party warrants that it has obtained, and during the Term will maintain, all licenses, authorizations, and permissions necessary
under Applicable Law for meeting and performing its obligations under this Agreement and all such licenses, authorizations, and
permissions are in full force and effect.


 


(i)
Each Party warrants that any and all of its activities conducted in connection with this Agreement, including any and all activities
relating to its use of the Background Rights, and the research, development and Commercialization of any Developed Products, will
comply with all Applicable Laws.


 


(j)
Each Party warrants that it will not engage in any activities that use the Background Rights in a manner that is outside the scope
of the rights granted to it hereunder.


 


(k)
Each Party warrants that it and its Affiliates and their respective employees and contractors have not and will not, directly
or indirectly through third parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise
or offer to give, or authorize the giving of anything of value to a public official or entity or other person for purpose of obtaining
or retaining business for or with, or directing business to, any person, including the Parties. Without any limitation to the
foregoing, each Party and its Affiliates and their respective employees and contractors have not and will not directly or indirectly
promise, offer or provide any corrupt payment, gratuity, emolument, bribe, kickback, illicit gift or hospitality or other illegal
or unethical benefit to a public official or entity or any other person.


 


9.4 Devotion
of Resources. Any obligations regarding a duty to devote resources and efforts to the development of products are contained
in this Agreement. There is no implied obligation to devote any other level of resources or effort.


 


9.5 Competitive
Products. This Agreement in no way precludes either Party from developing, manufacturing, marketing, using or processing any
products or technology that are not developed in accordance with the Development Program but that may be compatible or competitive
with any products or Developed Technology conceived or developed in accordance with the Development Program, except that, for
avoidance of doubt and consistent with the terms of this Agreement, Zander shall not commercialize any products that comprise
contain or rely upon Ampersand’s technology.


 


Article
10.


Dispute
Resolution


 


10.1 Applicable
Law. Any questions, claims, disputes, remedies or procedural matters arising with respect to the performance, interpretation
or breach of this Agreement and the actions of the Parties taken in connection herewith shall be governed exclusively by the laws
of California and of the United States of America, without regard to its principles of conflicts of law.


 


10.2 Negotiation.
Any dispute, controversy, claim or disagreement between the Parties arising from, relating to or in connection with this Agreement
or the relationship of the Parties hereunder, including questions regarding the interpretation, meaning or performance of this
Agreement, and including claims based on contract, tort, common law, equity, statute, regulation, order or otherwise (each a “Dispute”)
shall be considered in person or by telephone by the Technical Contacts for each Party within seven (7) Business Days of receipt
of a notice from either Party specifying the nature of the Dispute. The Technical Contacts for each Party shall meet as often
as the Parties deem reasonably necessary to gather and furnish to each other all information within the possession of each Party
with respect to the Dispute in issue which is appropriate and germane in connection with its resolution. The Technical Contacts
shall discuss the problem and negotiate in good faith in an effort to resolve the Dispute without the necessity of any formal
proceeding relating thereto.


 


10.3 Mediation.
If the Technical Contacts are unable to resolve the Dispute within thirty (30) days of their first meeting, either Party may
give the other notice of the existence of a continuing impasse and the Parties shall thereafter immediately submit the Dispute
to mediation. The Parties will act in good faith to jointly appoint a mutually acceptable mediator and if they cannot agree to
a mediator within fifteen (15) days after submission of the Dispute to mediation, the American Arbitration Association sitting
in Los Angeles, California (“AAA”) shall select the mediator. Commencing upon the date of selection of the mediator,
the Parties agree to participate in good faith in the mediation process and negotiations related thereto for a period of thirty
(30) days and any extension of such period as mutually agreed to by the Parties. Each Party shall bear its own costs relating
to such mediation, and the Parties shall equally share the mediator's fees.


 


10.4
Arbitration. If the Dispute is not resolved within thirty (30) days after the beginning of the mediation and any extension
of such periods as mutually agreed to by the Parties, either Party may submit the Dispute to binding arbitration administered
by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be heard and determined by a single arbitrator
mutually selected by the Parties or, if they cannot agree within 30 days after demand for arbitration is given, then selected
by the AAA (the “Arbitrator”), and such Arbitrator shall be an attorney having experience and familiarity with
intellectual property disputes. The arbitration proceeding shall be conducted in the English language in Los Angeles, California.
Each Party shall bear its own costs relating to such arbitration, and the Parties shall equally share the Arbitrator’s fees.


 


10.5
Recourse to Courts and Other Remedies. Nothing in this Article 10 shall prevent either Party from seeking injunctive relief
that such Party deems necessary with respect to any Dispute that by its nature is not curable, pending the establishment of the
arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the claim). Each Party irrevocably
consents and submits to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in
the in Southern District of California, in connection with any action permitted under this Section 10.5.


 


Article
11.


Miscellaneous


 


11.1 Assignment.
This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other
Party, which consent will not be unreasonably withheld, delayed, or conditioned; provided, however, that Ampersand or Zander may,
without such consent, assign this Agreement together with all of its rights and obligations hereunder to its Affiliates, or to
a successor in interest in connection with the transfer or sale of all or substantially all of its business to which this Agreement
relates, or in the event of a Change of Control. Any purported assignment in violation of the preceding sentences will be void.
Any permitted assignee or successor will assume and be bound by all obligations of its assignor or predecessor under this Agreement.


 


11.2 Force
Majeure. No Party shall be in default or be liable for any delay in performance or for any non-performance caused by circumstances
beyond the reasonable control of such Party, including but not limited to acts of God, explosion, fire, flood, accident, strike
or other labor disturbance, war (whether declared or not), terrorism, sabotage, order or decree of any court or action of any
governmental authority, or other causes, whether similar or dissimilar to those specified, that cannot reasonably be controlled
by the Party who failed to perform.


 


11.3 Severability.
The provisions of this Agreement shall be deemed severable. Therefore, if any part or provision of this Agreement is rendered
void, invalid or unenforceable in any jurisdiction in which this Agreement is performed, then such part or provision shall be
severed from the remainder of the Agreement only as to such jurisdiction. Such severance shall not affect the validity or enforceability
of the remainder of this Agreement unless the part or parts that are void, invalid or unenforceable as aforesaid shall substantially
impair the value of the whole agreement to a Party.


 


11.4 Notices.
Notices under this Agreement shall be in writing and (a) personally delivered, (b) sent by international overnight courier,
or (c) sent by facsimile transmission. Notices sent by overnight courier or transmitted by facsimile shall be effective on the
business day of the addressee next following the day on which the notice was sent or transmitted. Notices hereunder shall be addressed
to:


 


If
to Ampersand:


Ryan
Beal, MD


Ampersand
Biopharma, LLC.,


3657
E Thousand Oaks Blvd


Westlake
Village, CA 91362


ryan.beal@ampersandbiopharma.com


213-309-8625


 


If
to Zander:


Harry
Lander, PhD


Zander
Therapeutics, Inc.


4700
Spring Street, Suite 304


La
Mesa, CA 91942


harry.lander@regenbiopharma.com


(917)
696-1991


In
proving notice by overnight courier, it shall be sufficient to provide actual receipts from the post office or the courier pertinent
to the notice. In proving notice by facsimile transmission, it shall be sufficient to provide a copy of the transmission confirmation.


 


11.5 Integration.
This Agreement, including the Workplan, sets forth the entire agreement among the Parties relating to the subject matter herein
and supersedes all previous agreements and understandings, whether oral or written, among the Parties with respect to the subject
matter of this Agreement.


 


11.6 Amendment.
This Agreement may not be modified, amended or discharged except as expressly stated in this Agreement or by a written agreement
signed by an authorized representative of each Party.


 


11.7
Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, except
that either Party may assign this Agreement to an Affiliate or in connection with a sale of all or substantially all of its business
or assets or in connection with a merger with or into another Entity. This Agreement and the rights and obligations granted and
undertaken thereunder shall be binding upon and inure to the benefit of the Parties hereto, and their successors, trustee(s) or
receiver(s) in bankruptcy and permitted assigns.


 


11.8 Headings.
The article and section headings in this Agreement are for convenience only and shall not constitute a part hereof.


 


11.9 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same instrument. A Party may evidence execution of the Agreement by electronic
means (e.g. facsimile or comparable means).


 


11.10 Negotiation
and Drafting. This Agreement was negotiated among the Parties, each of whom had the opportunity to consult with legal counsel
during the negotiation, drafting, and execution of this Agreement, and the Parties agree that this Agreement shall not be construed
against any Party as the drafter.


 


11.11 Export
Controls. A recipient of technical data or products agrees to comply with all United States Department of Commerce and other
United States export controls. Each Party agrees that, unless prior authorization is obtained from the Office of Export Administration,
it will not knowingly ship or transfer technical data covered by this Agreement or any direct product of such technical data,
directly or indirectly, to any country or any person or any entity in contravention of any Office of Export Administration requirement.


 


11.12
Relationship of Parties. Each of the Parties is an independent contractor of the other and nothing herein shall be deemed
to constitute the relationship of partners, joint venturers, employees, nor of principal and agent between the Parties hereto.


 


11.13
Waiver. No waiver of any term, provision or condition of this Agreement whether by conduct or otherwise in any one or more
instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or of
any other term, provision or condition of this Agreement.





 






    	 	1	 



     


    

 





IN
WITNESS WHEREOF, the Parties, through their respective duly authorized officers, have executed this Agreement to be effective
as of the Effective Date first above written.


 





	ZANDER THERAPEUTICS, INC.	 
	By:	/s/Harry
    Lander	 
	 	Harry Lander, Ph.D.	 
	 Its:	President and Chief Scientific Officer 	 
	 	 	 
	AMPERSAND BIOPHARMA, LLC	 
	By:	/s/ Ryan
    Beal	 
	 	Ryan Beal, M.D.	 
	Its:	CEO	 


 









    	 	2	 



     


    




Exhibit
A


Workplan


 


	•		Prior
                                         to any research and development work to be performed by Ampersand or Zander under this
                                         Agreement, this Workplan shall be amended and agreed to in writing by both parties to
                                         specifically describe the work to be done with specific deliverables (e.g., study endpoints)
                                         under this Agreement.




	•		The
                                         Use of Funds Table in this Workplan outlines the Parties’ current estimate of general
                                         expenses and work commitments of each Party. Both parties recognize that the Use of Funds
                                         Table contains estimated costs and that while best efforts have been made to estimate
                                         these costs, actual costs may be greater. In the event that the completion of the Workplan
                                         exceeds these budgets, both parties acknowledge that additional funds will be raised
                                         explicitly to fund the completion of the Workplan. Should these additional funds fail
                                         to be raised, this Agreement and associated workplan are null and void. However, neither
                                         Party has assumed the responsibility or is providing any warranty to raise or contribute
                                         any specific dollar amount to fund the Workplan and it is not a breach of this Agreement
                                         if a Party does not raise cash to fund the Workplan. Except as provided in Section 2.3
                                         and 5.1 of this Agreement, each Party shall be responsible for its own costs for performing
                                         its responsibilities under the Workplan.



 


Deliverables


 


Zander
Deliverables


 


		1.	Suitable
                                         quantities of drugs in micronized form



		2.	Drug
                                         structures



		3.	Solubility
                                         & Stability data



		4.	Suitable
                                         and transferable analytical methods



		5.	Effective
                                         dose info based on in vitro/in vivo work



 


 


Ampersand
Deliverables


 


		1.	Understand
                                         the compatibility of NR2F6 Agonists and Antagonists with Ampersand technology



		a.	Optimized
                                         formulation



		b.	Develop
                                         assay to detect NR2F6 agonist



		2.	Determine
                                         effect of Amperzan-100 in dog models of osteoarthritis, rheumatoid arthritis and atopic
                                         dermatitis



		a.	Safety



		b.	Efficacy



		3.	Determine
                                         effect of Amperzan-200 in mouse and dog models of liquid and solid tumors



		a.	Safety



		b.	Efficacy



 









    	 	3	 



     


    

 





	Use
    of Funds Table
	 	 	 	 	 
	Zander	 	Ampersand
	Item	Cost	 	Item	Cost
	Agonist	 600,000
    	 	Amperzan-100	515,000
    
	PK
    studies in mice	   100,000	 	Formulation
    studies	        15,000
	solubility
    studies	     50,000	 	PK
    studies in mice	        50,000
	stability
    studies	   100,000	 	Dog
    tests - osteoarthritis	      150,000
	acute
    tox studies	   200,000	 	Dog
    tests - rheumatoid arthritis	      150,000
	in
    vivo cytokine expression	   150,000	 	Dog
    tests - atopic dermatitis	      150,000
	 	 	 	 	 
	Antagonist	 730,000
    	 	Amperzan-200	815,000
    
	final
    optimization med chem	  130,000	 	Formulation
    studies	 15,000
	PK
    studies in mice	   100,000	 	PK
    studies in mice	        50,000
	solubility
    studies	     50,000	 	Dog
    tests - solid tumors	      300,000
	stability
    studies	   100,000	 	Dog
    tests - liquid tumors	      300,000
	acute
    tox studies	   200,000	 	Mouse
    tests - solid tumors	        75,000
	in
    vivo cytokine expression	   150,000	 	Mouse
    tests - liquid tumors	        75,000
	 	 	 	 	 
	Total:	$1,330,000
    	 	 	$1,330,000
    


 








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