Exhibit 10.16


 


****Text Omitted
and Filed Separately with the Securities and Exchange


Commission. Confidential
Treatment Requested Under


17 C.F.R. Section  230.406


 




 


 


 


 


 


 





 



 


LICENSE
AGREEMENT


 





 



 


dated


 


December
20, 2018


 


by
and between


 


BOEHRINGER
INGELHEIM INTERNATIONAL GMBH


 


hereinafter
“BII”


 


and


 


XYNOMIC
pharmaceuticalS, INC.


 


hereinafter
“XYNOMIC”


 


 


 


 


 


 


 




     


    ****Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


LIST
OF EXHIBITS


 


	Exhibit 1.19	Compound
	Exhibit 1.20	Licensed Patents 
	Exhibit 3.1	Transferred Data
	Exhibit 4.2	XYNOMIC BI
    860585 Development Plan




 




    i


    ****Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
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License
AGREEMENT


 


This
License Agreement (“Agreement”) is entered into on December 20, 2018 (“Effective Date”)


 


by
and between


 


Boehringer
Ingelheim International GmbH (“BII”), a German limited liability company, with offices at Binger Straße
173, 55216 Ingelheim am Rhein, Germany; and


 


XYNOMIC
Pharmaceuticals, Inc. (“XYNOMIC”),
a Delaware corporation with offices at 3500 South DuPont Highway, Suite SS101, Dover,
DE 19901, USA.


 


BII
and XYNOMIC may be referred to as individually a “Party”,
and collectively the “Parties”.


 


RECITALS


 


		A.	WHEREAS,
                                         BII is a global pharmaceutical company within the Boehringer
                                         Ingelheim group of companies;



 


		B.	WHEREAS,
                                         XYNOMIC is a biotech company focused on
                                         the development of innovative treatments for human diseases;



 


		C.	WHEREAS,
                                         BII has terminated its activities in relation to the mTORC1/2 inhibitor program for the
                                         treatment of oncological diseases and reallocating its R&D and other personnel working
                                         on this program. Therefore, BII is willing to license to XYNOMIC
                                         its technology (including all Compound Patents) related to the mTOR compound BI 860585
                                         development program (the “Development Program”) and to grant to XYNOMIC
                                         under the Licensed Patents and the Licensed Know-How an exclusive, worldwide,
                                         royalty-bearing license to Develop, Manufacture and Commercialize Products in the Field
                                         during the Term, and XYNOMIC is willing
                                         to further Develop, Manufacture and Commercialize Products in the Field during the Term
                                         (terms as defined below) and to make certain upfront, milestone and royalty payments
                                         in exchange for such transfer and license.



 


NOW,
THEREFORE, in consideration of the mutual covenants, agreements and stipulations set forth herein, the receipt and legal sufficiency
of which are hereby mutually acknowledged, the Parties hereby agree as follows:


 


		1.	DEFINITIONS.



 


For
purposes of this Agreement, the following capitalized terms shall have the following meanings, whether used in the singular or
plural:


 


		1.1	“Accounting
                                         Standards” shall mean the maintenance of records
                                         and books of accounts in accordance with International Financial Reporting Standards
                                         (IFRS) or Generally Accepted Accounting Principles (GAAP) of an applicable jurisdiction,
                                         which standards or principles (as applicable) are currently used at the relevant time,
                                         and consistently applied by the applicable Party.



 


		1.2	“Affiliate”
                                         shall mean, with respect to a Party, any Person which, at the time such determination
                                         is being made, is controlled by, controlling or under common control with such Party.
                                         As used in this definition, the term “control”, whether used as a noun or
                                         verb, refers to the possession, directly or indirectly, of the power to direct, or cause
                                         the direction of, the management or policies of a Person, whether through the ownership
                                         of voting rights (e.g., fifty per cent (50%) or more of the equity, the ordinary voting
                                         power or the general partnership interest), by contract or otherwise. 



 



     


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		1.3	“Agreement”
                                         shall have the meaning given in the Preamble.



 


		1.4	“Applicable
                                         Laws” shall mean all applicable provisions of
                                         all statutes, laws, rules, regulations, administrative codes, ordinances, decrees, orders,
                                         decisions, guidance documents, injunctions, awards, judgments, and permits, including
                                         licenses of or from Regulatory Authorities and any rules, regulations, guidelines or
                                         other requirements of national and international patent offices and Regulatory Authorities,
                                         each as in effect from time to time. 



 


		1.5	“BII
                                         Party” shall have the meaning given in Section
                                         12.2



 


		1.6	“BII
                                         Losses” shall have the meaning given in Section
                                         12.2.



 


		1.7	“BII
                                         Claim” shall have the meaning given in Section
                                         12.2.



 


		1.8	“BII
                                         Inventions” shall mean any invention conceived
                                         by BII or its Affiliates before the Effective Date and is included in the Licensed Know-How,
                                         [****].



 


		1.9	“BII
                                         Invention Patents” shall mean any Patents [****].



 


		1.10	“Breaching
                                         Party” shall have the meaning given in Section
                                         13.1.3.1.



 


		1.11	“Business
                                         Day” shall mean any day other than Saturday,
                                         Sunday or any other day on which commercial banks in Ingelheim am Rhein, Germany, Shanghai,
                                         People’s Republic of China or Delaware, United States of America are authorized
                                         or required by law to remain closed.



 


		1.12	“Calendar
                                         Quarter” shall mean a period of three calendar
                                         months ending on 31 March, 30 June, 30 September or 31 December in any calendar year.



 


		1.13	“Calendar
                                         Year” shall mean a one-year period beginning
                                         on January 1st and ending on December 31st.



 


		1.14	“CMO”
                                         shall mean a contract manufacturing organization.



 


		1.15	“Combination
                                         Product” shall have the meaning given in Section
                                         1.41.



 


		1.16	“Commercialization”
                                         shall mean any and all activities directed to the preparation for sale of, offering for
                                         sale of, or sale of the Product, including activities related to marketing, promoting,
                                         distributing, importing and exporting the Product, and interacting with Regulatory Authorities
                                         regarding any of the foregoing. For the avoidance of doubt, “Commercialization”
                                         shall not include the Manufacture of Product. When used as a verb, to “Commercialize”
                                         and “Commercializing” shall mean
                                         to engage in Commercialization, and “Commercialized”
                                         has a correlative meaning.



 


		1.17	“Commercially
                                         Reasonable Efforts” means, with respect to the
                                         performance of Development and Commercialization activities with respect to the Compound
                                         or any Product by XYNOMIC, the carrying out of such activities in a sustained manner
                                         using efforts and resources, in good faith, consistent with reasonable practices and
                                         expended in a manner and timing consistent with the exercise of prudent scientific and
                                         business judgment that a similar size and similarly situated company within the biopharmaceutical
                                         or pharmaceutical industry, as the case may be, would reasonably devote in the relevant
                                         market for the development and commercialization of a pharmaceutical product having similar
                                         market potential as the particular Compound or any Product at a similar stage in development
                                         or product life, taking into account all scientific, commercial, and other factors that
                                         such company would take into account, including issues of safety and efficacy, approved
                                         labelling, expected and actual cost and time to develop, expected and actual profitability,
                                         expected and actual competitiveness of alternative products, the nature and extent of
                                         expected and actual market exclusivity (including Patent coverage and regulatory exclusivity),
                                         the expected likelihood of Regulatory Approval, the expected and actual reimbursability
                                         and pricing, and the expected and actual amounts of marketing and promotional expenditures
                                         required. 



 



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		1.18	“Competing
                                         Product” shall have the meaning given in Section
                                         5.3.



 


		1.19	“Compound”
                                         shall mean the mTOR compound BI 860585 as specified in Exhibit 1.19.



 


		1.20	“Compound
                                         Patents” shall mean the valid and/or pending
                                         Patents which [****].



 


		1.21	“Confidential
                                         Information” shall mean all information non publicly
                                         available, including: 



 


		(a)	the
                                         existence and terms of this Agreement and any discussions and negotiations in relation
                                         to the subject matter of this Agreement;



 


		(b)	the
                                         Licensed Know-How and Results; and



 


		(c)	Development
                                         Data relating to the Compound and Products, the Field, or the business, affairs, research
                                         and development activities, results of pre-clinical and clinical trials, national and
                                         multinational regulatory proceedings and affairs, finances, plans, contractual relationships
                                         and operations of the Parties including reports and other information provided pursuant
                                         to Section 6 (Reporting).



 


		1.22	“Control”
                                         or “Controlled” shall mean with
                                         respect to the subject item or right, the ability (whether by ownership, license or otherwise,
                                         other than pursuant to this Agreement) of a Party to grant to the other Party access
                                         or a license as provided herein under such item or right without violating the terms
                                         of any agreement or other arrangement and without requiring any payment (whether or not
                                         then due and payable) with any Third Party.



 


		1.23	“CRO”
                                         shall mean a contract research organization.



 


		1.24	“Development”
                                         shall mean all research, non-clinical and clinical testing and drug development activities
                                         conducted in respect of the Compound and Products, including those necessary or reasonably
                                         useful or otherwise requested or required by a Regulatory Authority as a condition or
                                         in support of obtaining or maintaining Regulatory Approvals and to successfully Develop,
                                         Manufacture and Commercialize the Products for use in the Field. “Development”
                                         shall include test method development and stability testing, formulation development,
                                         delivery system development, non-clinical testing, mechanism studies, toxicology, pharmacokinetics,
                                         clinical trials, quality assurance/quality control, regulatory affairs activities, statistical
                                         analysis and report writing, submission of documents for obtaining Regulatory Approvals,
                                         market research and pharmacoeconomic studies. 



 


		1.25	“Development
                                         Data” shall mean any non-clinical or clinical
                                         data relating to the Development or the use of the Compound and Products in the Field,
                                         including but not limited to results, pre-clinical, clinical, safety, manufacturing and
                                         quality control data and information (including trial designs and protocols), registration
                                         (IND/regulatory) dossiers, assay and biological methodology, any reports of non-clinical
                                         studies and clinical trials, and all other documentation containing or embodying such
                                         data.



 


		1.26	“Development
                                         Plan” shall have the meaning given in Section
                                         4.2.



 



    3


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		1.27	“Development
                                         Program” shall have the meaning given in the
                                         Preamble.



 


		1.28	“Disclosing
                                         Party” shall have the meaning given in Section
                                         11.1.



 


		1.29	“Effective
                                         Date” shall have the meaning given in the Preamble.



 


		1.30	“Field”
                                         shall mean the diagnosis, prevention or treatment of any and all diseases or conditions
                                         in humans or animals.



 


		1.31	“First
                                         Commercial Sale” shall mean, on a country-by-country
                                         and Product-by-Product basis, the first sale by XYNOMIC, its Affiliates in an arm’s
                                         length transaction of such Product to a Third Party in such country in exchange for cash
                                         (or some equivalent to which value can be assigned) after Marketing Authorization for
                                         such Product has been granted in such country. XYNOMIC providing access to Products in
                                         a country prior to receipt of the Marketing Authorization for such Product in such country,
                                         for carrying out approved “treatment IND programmes,” “named patient
                                         programmes,” and “compassionate use programmes” shall not be construed
                                         as a First Commercial Sale.



 


		1.32	“Intellectual
                                         Property” shall mean any and all Know-How (including
                                         copyright and other rights therein), Patents, trademarks, design rights and other rights
                                         in designs, copyrights, database rights, and all other intellectual property rights in
                                         each case whether registered or unregistered, and including applications for the grant
                                         of any such rights and rights of renewal in respect of any such rights, and all other
                                         forms of protection having similar or equivalent effect in any part of the world.



 


		1.33	“Invoice”
                                         means an invoice sent by BII to XYNOMIC with respect to any payment due hereunder.



 


		1.34	“Joint
                                         Counsel” shall have the meaning given in Section 9.2(a).



 


		1.35	“Know-How”
                                         shall mean all technical, scientific, and other know-how and information, trade secrets,
                                         knowledge, technology, means, methods, processes, practices, formulae, instructions,
                                         skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings,
                                         assembly procedures, computer programs, apparatuses, specifications, data, results and
                                         other materials, including: biological, chemical, pharmacological, toxicological, pharmaceutical,
                                         physical and analytical, pre-clinical, clinical, safety, manufacturing and quality control
                                         data and information and materials, including study designs and protocols; assays; and
                                         biological methodology; in each case solely to the extent confidential and, proprietary
                                         and in written, electronic or any other form.



 


		1.36	“LIBOR”
                                         means the London Interbank Offered Rate for deposits in United States Dollars having
                                         a maturity of one month published by the British Bankers’ Association, as adjusted
                                         from time to time on the first London business day of each month.



 


		1.37	“Licensed
                                         Know-How” shall mean all Know-How [****]



 


		1.38	“Licensed
                                         Patents” shall mean [****]



 


		1.39	“Manufacture”
                                         shall mean all activities related to the synthesis, making, production, processing, purifying,
                                         formulating, filling, finishing, packaging, labeling, shipping and holding of the Product,
                                         or any intermediate thereof, including process development, process qualification and
                                         validation, scale-up, pre-clinical, clinical and commercial production and analytic development,
                                         product characterization, stability testing, quality assurance, and quality control.
                                         For clarity, Manufacturing does not include Commercialization.



 



    4


    ****Text Omitted and Filed Separately with the Securities and Exchange
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17 C.F.R. Section  230.406


    

 


		1.40	“Marketing
                                         Authorization” shall mean the Regulatory Approval
                                         which is required to Commercialize a Product in a particular country or region in the
                                         Territory, including, where applicable, (a) pricing or reimbursement approval in
                                         such country or region, (b) pre- and post-approval marketing authorizations (including
                                         any prerequisite Manufacturing approval or authorization related thereto), and (c) labeling
                                         approval. For the avoidance of doubt, Market Authorization shall include a provisional
                                         or conditional approval provided and as long as it grants the right to Commercialize
                                         a Product.



 


		1.41	“Net
                                         Sales” means [****]



 


		1.42	“Non-Breaching
                                         Party” shall have the meaning given in Section
                                         13.1.3.1.



 


		1.43	“Patents”
                                         shall mean (a) all national, regional and international patents and patent applications
                                         (including provisional patent applications) worldwide; (b) all patent applications filed
                                         either from such patents, patent applications or provisional applications or from an
                                         application claiming priority from either of these, including divisions, continuations,
                                         continuations-in-part, provisionals, converted provisionals and continued prosecution
                                         applications; (c) any and all patents that have issued or in the future issue from
                                         the foregoing patent applications ((a) and (b)), including utility models (Gebrauchsmuster),
                                         petty patents and design patents and certificates of invention; (d) any and all
                                         extensions or restorations by existing or future extension or restoration mechanisms,
                                         including revalidations, reissues, re-examinations, extensions (including any patent
                                         term adjustments, patent term extensions, supplementary protection certificates and the
                                         like) of the foregoing patents or patent applications ((a), (b), and (c)); and (e) any
                                         similar rights, including so-called pipeline protection or any importation, revalidation,
                                         confirmation or introduction patent or registration patent or patent of additions to
                                         any of such foregoing patent applications and patents.



 


		1.44	“Person”
                                         means any corporation, limited or general partnership, limited liability company, joint
                                         venture, trust, unincorporated association, governmental body, authority, bureau or agency,
                                         any other entity or body.



 


		1.45	“Phase
                                         II Clinical Trial” means a human clinical trial
                                         conducted in any country that meets the requirements of 21 CFR §312.21(b). By way
                                         of example and not limitation, a Phase II Clinical Trial is usually a well controlled
                                         clinical study in patients designed to assess early efficacy (“proof-of-concept”)
                                         or to gain dose-ranging information about an investigational drug, along with product
                                         safety data. For clarity, a Phase II Clinical Trial may also represent the second part
                                         of a combined Phase Ib/II clinical study or the initial part of a combined Phase II/III
                                         clinical study. Under certain circumstances, a Phase II Clinical Trial may qualify as
                                         a pivotal trial, that, if the defined end-points are met, for obtaining Regulatory Approval
                                         in the indication being studied or otherwise establishing safety and efficacy in patients
                                         with the indication being studied for purposes of filing for Marketing Authorization
                                         with the FDA as required under 21 C.F.R. §312.21(c), or, with respect to a jurisdiction
                                         other than the United States, an equivalent clinical study.



 


		1.46	“Phase
                                         III Clinical Trial” shall mean, with respect
                                         to the United States, any human clinical trial, that, if the defined end-points are met,
                                         is intended to be a pivotal trial for obtaining Regulatory Approval in the indication
                                         being studied or to otherwise establish safety and efficacy in patients with the indication
                                         being studied for purposes of filing for Marketing Authorization with the FDA as required
                                         under 21 C.F.R. §312.21(c), or, with respect to a jurisdiction other than the United
                                         States, an equivalent clinical study. In the event that a human clinical trial that would
                                         otherwise meet the definition of a Phase II Clinical Trial would, if the defined end-points
                                         are met, be sufficient to obtain Marketing Authorization in the indication being studied
                                         then, for the purposes of this Agreement, such trial shall be considered a Phase III
                                         Clinical Trial. For clarity, a Phase III Study may also represent the second part of
                                         a combined Phase IIb/III clinical study.



 



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		1.47	“Product”
                                         shall mean any product containing the Compound.



 


		1.48	“Prosecution
                                         and Maintenance” Prosecution and Maintenance
                                         means, with respect to a Licensed Patent, preparation, filing, prosecution and maintenance
                                         of such Patent, as well as post grant review proceedings, reexaminations, reissues and
                                         the like with respect to such Patent, together with the conduct of interferences, the
                                         defense of oppositions and other similar proceedings with respect to the particular Patent
                                         as well as patent term extensions or supplemental protection certificates or their equivalents
                                         of such Patent; and “Prosecute and Maintain” shall have the correlative meaning.



 


		1.49	“Receiving
                                         Party” shall have the meaning given in Section
                                         11.1.



 


		1.50	“Recognized
                                         Agent” shall mean any Third Party who distributes
                                         products directly to customers in countries where XYNOMICS has no Affiliate.



 


		1.51	“Regulatory
                                         Approval(s)” shall mean and include any license,
                                         permit, authorization and approval of, and registration, filing and other notification
                                         to, any Regulatory Authority within the Territory, which grant the approval to Develop,
                                         Manufacture and/or Commercialize a Product in a particular country or region in the Territory.
                                         For the avoidance of doubt, Regulatory Approvals shall include a provisional or conditional
                                         approval provided and as long as it grants the right to Develop, Manufacture and Commercialize
                                         a Product. Regulatory Approvals shall include Marketing Authorizations.



 


		1.52	“Regulatory
                                         Authority” shall mean any national, supra-national,
                                         regional, state or local regulatory agency, department, bureau, commission, council or
                                         other governmental entity in each country or jurisdiction in the Territory involved in
                                         the reviewing, granting or revoking of Regulatory Approvals for the Products. Regulatory
                                         Authorities include, without limitation, FDA, EMA, China’s NMPA and PMDA.



 


		1.53	“Results”
                                         shall have the meaning given in Section 10.1. 



 


		1.54	“Royalties”
                                         shall have the meaning given in Section 8.2.



 


		1.55	“Royalty
                                         Period” shall have the meaning given in Section
                                         8.7(iv).



 


		1.56	“Royalty
                                         Term” shall have the meaning given in Section
                                         8.4.



 


		1.57	“Senior
                                         Managers” shall mean in the case of BII, a senior
                                         representative of BII for the then current phase of the Product, and in the case of XYNOMIC,
                                         Y. Mark Xu, the Chief Executive Officer, or his successor, as the case may be.



 


		1.58	“Tax
                                         Law” shall mean any applicable law, rule or regulation
                                         of any government entity, or judgment, order, writ, decree, permit or license of any
                                         government entity of competent jurisdiction that, in each case, relates to taxes or other
                                         similar assessments or charges of any kind whatsoever (including, but not limited to,
                                         withholding on amounts paid to any person).



 


		1.59	“Term”
                                         shall have the meaning given in Section 13.1.1.



 


		1.60	“Territory”
                                         shall mean the entire world. 



 


		1.61	“Third
                                         Party” means an entity other than (i) BII or
                                         any of its Affiliates or (ii) XYNOMIC or any of its Affiliates.



 



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		1.62	“Third
                                         Party License” shall mean a license with respect
                                         to the Licensed Patents or Licensed Know-How granted by BII to a Person other than XYNOMIC
                                         or its Affiliates. 



 


		1.63	“Upfront
                                         Payment” shall have the meaning given in Section
                                         8.1(a)



 


		1.64	“Valid
                                         Claim” shall mean with respect to a particular
                                         country, and in each case to the extent contained within a Licensed Patent, any claim
                                         of an issued and unexpired patent in such country that (i) has not lapsed or been revoked,
                                         has not been held unenforceable or invalid by a decision of a court or governmental agency
                                         of competent jurisdiction, which decision is un-appealable or un-appealed within the
                                         time allowed for appeal; and (ii) has not been abandoned, disclaimed, denied or admitted
                                         to be invalid or unenforceable through reissue, post grant review or disclaimer or otherwise
                                         in such country. 



 


		1.65	“XYNOMIC
                                         Party” shall have the meaning given in Section
                                         12.2.



 


		1.66	“XYNOMIC
                                         Losses” shall have the meaning given in Section
                                         12.2.



 


		1.67	“XYNOMIC
                                         Claim” shall have the meaning given in Section
                                         12.2.



 


The
word “including” or any variation thereof means “including without limitation” or any variation
thereof and shall not be construed to limit any general statement which it follows to the specific or similar items or matters
immediately following it.


 


		2.	grants
                                         of rights.



 


		2.1	License
                                         Grant. BII hereby grants and shall grant to XYNOMIC,
                                         during the term of this Agreement and in accordance with the terms and conditions of
                                         this Agreement, and XYNOMIC hereby accepts,
                                         an exclusive, royalty-bearing, non-transferable license to the Licensed Patents and Licensed
                                         Know-How, to Develop, Manufacture, and Commercialize the Compound and Products in the
                                         Field in the Territory [****].



 


		2.2	Right
                                         to Sublicense. XYNOMIC
                                         is
                                         entitled to sublicense its rights under Section 2.1, to any of its Affiliates,
                                         provided that it shall inform BII of such sublicense. XYNOMIC may sublicense its rights
                                         under Section 2.1 to a Third Party by informing BII of such sublicense; provided
                                         that any sublicense to a Third Party with respect to US or China under Section 2.2 requires
                                         the prior written consent of BII, which consent shall not be unreasonably withheld, conditioned
                                         or delayed. Any sublicense shall be subject to the sublicense agreement containing terms
                                         and conditions that are not inconsistent with those contained in this Agreement, and
                                         shall include, inter alia, provisions regarding confidentiality, indemnification,
                                         audit, record-keeping, termination and consequences of termination for BII's protection
                                         that are consistent with the corresponding terms and conditions provided herein. XYNOMIC
                                         shall remain liable to BII for all obligations under this Agreement, including
                                         its obligation to pay any amounts due on account of sales or other disposition of Compounds
                                         and Products by Sublicensees. XYNOMIC
                                         shall send to BII a copy of the signed sublicensing agreement within [****]
                                         after its execution; subject to reasonable redaction
                                         of confidential information. The Parties acknowledge that any and all information provided
                                         by XYNOMIC to BII under this Section 2.2
                                         shall be deemed to be Confidential Information of XYNOMIC
                                         and shall be subject to the terms of Section 11.



 


		2.3	Patent
                                         Assignment. After receipt by BII of the Milestone Payment
                                         agreed on for the grant of the first Marketing Authorization of the first indication
                                         in Section 8.1 below, BII shall assign and transfer to XYNOMIC
                                         the Licensed Patents.



 



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		2.4	Retained
                                         Rights. BII retains an exclusive, cost-free, perpetual,
                                         worldwide, transferrable and sublicenseable (in multiple tiers) right to use the Compound
                                         Patents, BII Invention Patents and Licensed Know-How to the extent those are also necessary
                                         to research and develop, to make, have made, offer for sale, sell, have sold, import
                                         or otherwise commercialize other compounds and products, and not only specifically related
                                         to Manufacture, Development, Commercialization or use of the Compound and/or Products.
                                         For clarity, BII receives no license to use any of the Compound Patents, BII Invention
                                         Patents or Licensed Know-How to Manufacture, Develop, Commercialize or use any Compound
                                         and/or Products. 



 


		2.5	Licensed
                                         Know-How. BII retains all rights to the Licensed Know-How,
                                         subject only to the licenses granted hereunder. For the avoidance of doubt, XYNOMIC
                                         shall only be entitled to utilize the Licensed Know-How in accordance with XYNOMIC's
                                         rights and obligations under this Agreement.



 


		2.6	Non-Compete
                                         by BII. BII shall not, either by itself or through
                                         a third-party (including but not limited to, an affiliate, a licensee, a collaborator,
                                         or a partner), develop (not including pre-clinical research activities), or commercialize
                                         any chemical entities covered under the Compound Patents for any oncology indications
                                         worldwide during the Term of this Agreement without prior written consent of XYNOMIC.



 


		2.7	No
                                         Additional Rights. Nothing in this Agreement shall
                                         be deemed or implied to be, and the Parties disclaim all implied rights to, the grant
                                         by BII to XYNOMIC of any right, title
                                         or interest in any product, Intellectual Property, any formulation technology, operating
                                         procedures, marketing materials or strategies, intangibles, material or proprietary rights
                                         of BII, except as are expressly set forth in this Agreement.



 


		3.	TECHNOLOGY
                                         AND DATA TRANSFER. 



 


		3.1	Data
                                         Transfer. [****], BII shall transfer to XYNOMIC
                                         an electronic data package relating to the Compound [****].



 


		3.2	Know-How
                                         Transfer Assistances. [****] BII shall answer
                                         questions and provide clarifications to XYNOMIC or its designee on any Know-How transferred
                                         to XYNOMIC pursuant to Section 3.1 above or otherwise assist them to complete
                                         the Know-How transfer [****], BII shall
                                         answer questions and provide clarifications to XYNOMIC on any Know-How transferred to
                                         XYNOMIC pursuant to Section 3.1 above and BII will charge a fee for providing
                                         such assistances at a fixed hourly rate of [****].
                                         



 


		4.	DEVELOPMENT
                                         



 


		4.1	Diligence.
                                         XYNOMIC shall
                                         be solely responsible for, and subject to the requirements in this Agreement - has full
                                         decisional power with respect to, the Development of Products in the Field in the Territory,
                                         and XYNOMIC shall use Commercially Reasonable Efforts to Develop the Products in the
                                         Field in the Territory. XYNOMIC shall
                                         bear all costs related to such Development, including the Manufacture of the Compound
                                         and Products required for such Development, in accordance with this Section 4.
                                         XYNOMIC shall use Commercially Reasonable
                                         Efforts to perform its obligations and the defined Development activities in a timely
                                         manner and in accordance with Applicable Laws.



 


		4.2	Development
                                         Plan. The Development activities shall be performed
                                         by XYNOMIC and/or a CRO or CMO in accordance
                                         with the development plan in Exhibit 4.2 (“Development Plan”).
                                         XYNOMIC shall use its Commercially Reasonable
                                         Efforts to perform the Development within the timelines set forth in the Development
                                         Plan. The Parties shall agree to good faith amendments to the Development Plan in light
                                         of any business, strategic, technical, safety, efficacy, regulatory or commercial reasons.



 



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		4.3	Subcontractors.
                                         The Parties agree that XYNOMIC
                                         has the right to engage CROs and CMOs to take over certain Development activities.
                                         XYNOMIC shall inform BII in writing promptly
                                         after the engagement of a CRO or CMO. All costs of the CROs and CMOs relating to the
                                         Development of the Compounds and the Products shall be borne by XYNOMIC.



 


		4.4	Development
                                         Milestones. XYNOMIC
                                         shall
                                         use its Commercially Reasonable Efforts to achieve or cause its Affiliates to achieve
                                         the following development milestones for clinical Development (each a “Development
                                         Milestone”): 



 


		(a)	[****]



 


		(b)	[****]



 


		5.	COMMERCIALIZATION



 


		5.1	Diligence
                                         Obligations. XYNOMIC
                                         shall
                                         be solely responsible for the Commercialization of Products in the Field in the Territory,
                                         and will use its Commercially Reasonable Efforts to Commercialize the Products in the
                                         Field. Without limiting the generality of the Commercially Reasonable Efforts obligations
                                         under this Section 5.1, XYNOMIC
                                         shall



 


		(a)	when
                                         appropriate, based on satisfactory data obtained during the Development, use its Commercially
                                         Reasonable Efforts to secure all required Marketing Authorizations and reimbursement
                                         authorizations [****];



 


		(b)	be
                                         responsible for timely filing all applications, reports and other documents required
                                         to be filed in order to obtain and maintain any Marketing Authorizations for Products;



 


		(c)	use
                                         its Commercially Reasonable Efforts to make the First Commercial Sale [****];
                                         and



 


		(d)	conduct
                                         post-marketing surveillance studies (Phase 4), if required;



 


		5.2	Costs.
                                         XYNOMIC shall
                                         bear any and all costs regarding the Commercialization of the Compound and Products in
                                         the Field, including the costs of its own commercial supplies of and the post-marketing
                                         surveillance studies (Phase 4).



 


		5.3	Competing
                                         Products. In the event XYNOMIC
                                         or any of its Affiliates outside the scope of this Agreement commences clinical
                                         trials or Commercializes any product [****].



 


		6.	REPORTING.
                                         



 


		6.1	Development
                                         Reporting. XYNOMIC
                                         shall
                                         inform BII [****]
                                         on the activities performed and any Results achieved
                                         or generated during its Development of the Products. 



 


		6.2	Commercialization
                                         Reporting. After the First Commercial Sale of Products
                                         by XYNOMIC or its Affiliate, XYNOMIC
                                         shall furnish BII with [****] reports
                                         [****]. Each such [****]
                                         report shall [****].



 



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		7.	REGULATORY
                                         MATTERS. 



 


		7.1	Regulatory
                                         Matters. XYNOMIC
                                         shall
                                         be solely responsible for, and - subject to the requirements in this Agreement - has
                                         full decisional power with respect to, all regulatory matters including the filing for
                                         approvals for the Compound and Products in the Field, and shall own, directly or through
                                         an Affiliate, all Regulatory Approvals. 



 


		7.2	Pharmacovigilance.
                                         XYNOMIC shall
                                         be solely responsible for, have in place and will maintain until the expiration (or earlier
                                         termination) of this Agreement (or, as applicable, until the obligations intended to
                                         survive termination of this Agreement have been fulfilled) systems, procedures, training
                                         programs and documentation needed to perform and comply with all pharmacovigilance regulatory
                                         obligations concerning all Products in the countries where Products are Commercialized
                                         or otherwise used by XYNOMIC. XYNOMIC
                                         shall ensure compliance with all Applicable Laws regarding the Compounds and Products
                                         relating to risk management, drug safety and pharmacovigilance.



 


		8.	PAYMENT
                                         AND PAYMENT TERMS.



 


		8.1	Upfront
                                         and Milestone Payments. In partial consideration for
                                         the assignment and transfer of the Licensed Patents and the licenses granted under this
                                         Agreement, XYNOMIC agrees to pay to BII
                                         the following upfront payment, development milestone payments and commercial milestone
                                         payments:



 


		(a)	Upon
                                         execution of this Agreement, XYNOMIC shall
                                         pay to BII the following upfront payment:



 


One
million US Dollars (US$ 1,000,000) (the “Upfront Payment”)


 


		(b)	In
                                         addition to the payment above, XYNOMIC
                                         will pay to BII milestone payments as follows:



 


		(i)	Upon
                                         first dosing of a patient in a Phase II or Phase III Clinical Trial in the first indication
                                         either of which is intended to be a pivotal trial:



 


Seven
Million US Dollars (US$ 7,000,000)


 


		(ii)	Upon
                                         the grant of the first Marketing Authorization of the first indication:



 


Ten
Million US Dollars (US$ 10,000,000)


 


		(c)	Each
                                         of the milestone payments above will be made only once and for the first achievement
                                         of a given milestone by a Product, regardless of where the relevant milestone event occurs
                                         with respect to more Products.



 


		(d)	XYNOMIC
                                         shall inform BII in writing on the occurrence of a milestone event under Section (b)
                                         as soon as possible, but in no event later than [****].



 


		(e)	[****].



 



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		8.2	Royalties.
                                         Subject to Sections 8.5 and 9.13, in
                                         further consideration for the assignment and transfer of the Licensed Patents and the
                                         licenses granted under this Agreement, XYNOMIC shall pay to BII royalties on aggregate
                                         Net Sales in the Territory of each Product during a given Calendar Year at the following
                                         royalty rates (“Royalties”):



 


		(a)	[****]



 


		(b)	[****]



 


		(c)	[****]



 


		8.3	Net
                                         Sales. The Royalties shall be calculated on the basis
                                         of the global annual Net Sales, which in their turn shall be calculated on a Product-by-Product
                                         and country-by-country basis from the First Commercial Sale until the expiration of the
                                         Royalty Term.



 


		8.4	Royalty
                                         Term. XYNOMIC’s obligation to pay Royalties shall
                                         begin, on a country-by-country and Product-by-Product basis, with the First Commercial
                                         Sale of such Product in such country, and shall expire, on a country-by-country and Product-by-Product
                                         basis upon the latter of (“Royalty Term”):



 


		8.4.1	the
                                         date on which such Product is no longer covered by a Valid Claim of an Licensed Patent;



 


		8.4.2	the
                                         date on which such Product is no longer covered by any other governmental grant of exclusivity
                                         (e.g., data, regulatory or marketing exclusivity) in such country in the indication;
                                         or



 


		8.4.3	ten
                                         (10) years from first launch of the respective Product in the country in the indication,
                                         provided the Licensed Know-How is still proprietary, or such Licensed Know-How is no
                                         longer proprietary owing to a breach of XYNOMIC's
                                         confidentiality obligations hereunder or such obligations of its.



 


		8.5	Royalty
                                         Reductions. In the event Royalties are payable in any
                                         given country only on the basis of Section 8.4.3 above, then the Royalty otherwise
                                         payable for such Product in such country will be reduced in such country by [****]
                                         (the “Reduced Royalty Rate”).
                                         



 


		8.6	Blended
                                         Rates. The Parties acknowledge and agree that [****]



 


		8.7	Payment
                                         Terms.



 


		(i)	All
                                         payments made hereunder between the Parties shall be made in US Dollars. Payments hereunder
                                         shall be paid by wire transfer, or electronic funds transfer in immediately available
                                         funds to a bank account designated by BII.



 


		(ii)	Upfront
                                         Payment. The Upfront Payment shall be due and payable [****] after the
                                         later of (i) the Parties’ execution of this Agreement by facsimile or email transmission,
                                         and (ii) XYNOMIC’s receipt of an
                                         Invoice of such amount from BII; provided that such amount shall not become payable until
                                         such time as XYNOMIC has received an original
                                         copy of the Agreement duly signed by BII. 



 


		(iii)	Milestone
                                         Payments. Each milestone payment shall be due and payable to BII [****]
                                         after receipt of an Invoice from BII, which shall be provided to XYNOMIC
                                         as soon as practicable after XYNOMIC
                                         has notified BII that the particular milestone has been achieved (whether achieved by
                                         or on behalf of XYNOMIC or any of its Affiliates). XYNOMIC
                                         will notify BII [****] after the achievement of any milestone event
                                         for which a payment to BII is required under Section 8.1 and BII shall send
                                         to XYNOMIC an Invoice for the corresponding
                                         milestone payment. 



 



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		(iv)	Royalty
                                         Payments. Royalties shall be paid on a [****] basis (“Royalty Period”).
                                         Within [****] XYNOMIC shall
                                         calculate the Royalty payments owed to BII and shall remit to BII the amount owed to
                                         BII. All Royalty payments shall be computed by converting the Net Sales in each country
                                         in the Territory into the currency of US Dollars, using the monthly exchange rates as
                                         customarily used by BII in its regular accounting system. [** **]



 


		8.8	Reports.
                                         Each Royalty payment shall be accompanied by a written report describing the Net Sales
                                         of the Product sold by or on behalf of XYNOMIC
                                         and its Affiliates during [****] in
                                         each country in the Territory in which such Product occurred in [****]
                                         covered by such statement, [** **]



 


		8.9	Records.
                                         XYNOMIC shall keep (and shall cause its Affiliates and Sub-Licensees to keep) complete
                                         and accurate records pertaining to the sale or other disposition of Products in sufficient
                                         detail to permit BII to confirm the accuracy of all Royalty payments reported [****]
                                         following the end of the Calendar Year to which
                                         they pertain. BII shall have the right to cause an independent, certified public accountant
                                         reasonably acceptable to XYNOMIC (the “Auditor”)
                                         to audit such records solely to confirm Net Sales and Royalty payments for a period covering
                                         [****] provided that such audits may not
                                         be performed more than once a year. Such audits may be exercised during normal business
                                         hours upon reasonable prior written notice to XYNOMIC. The Auditor will execute a reasonable
                                         written confidentiality agreement with XYNOMIC and will disclose to BII only such information
                                         as is reasonably necessary to provide BII with information regarding any actual or potential
                                         discrepancies between amounts reported and actually paid and amounts payable under this
                                         Agreement. The report of the Auditor will include the methodology and calculations used
                                         to determine the results, will be delivered to BII and XYNOMIC at the same time, [****]
                                         after delivery to both Parties, it being understood
                                         that BII will have the right [****] to
                                         discuss the report with the Auditor. In the event the Parties are not in alignment after
                                         [****], either Party may refer this matter for
                                         resolution in accordance with Section 8.8 below. BII shall bear the full cost
                                         of such audit unless the report of the Auditor discloses an undisputed underpayment by
                                         XYNOMIC [****]. XYNOMIC shall pay the
                                         amount of any underpayment disclosed in the undisputed Auditor’s report, together
                                         with interest thereon calculated pursuant to Section 8.10 to BII [****]
                                         after delivery to the Parties of the final Auditor’s
                                         report. If such final Auditor’s report discloses an overpayment by XYNOMIC of the
                                         amounts payable hereunder, BII shall reimburse such overpayment to XYNOMIC [****]
                                         after delivery to the Parties of the final Auditor’s
                                         report. Upon the expiration of [****] following
                                         the end of any Calendar Year, the calculation of Royalty payments with respect to such
                                         Calendar Year shall be binding and XYNOMIC shall be released from any liability and obligation
                                         with respect to payments for such Calendar Year except in the case of fraud or willful
                                         deceit.



 


		8.10	Audit
                                         Dispute. In the event of a dispute with respect to
                                         any audit under Section 8.9, BII and XYNOMIC shall work in good faith to resolve
                                         the disagreement. If the Parties are unable to reach a mutually acceptable resolution
                                         of any such dispute [****] the dispute
                                         shall be submitted for resolution to a certified public accounting firm jointly selected
                                         by the Parties (the “Audit Arbitrator”).
                                         The decision of the Audit Arbitrator shall be final and the costs of such arbitration
                                         as well as the initial audit shall be borne between the Parties in such manner as the
                                         Audit Arbitrator shall determine. [****] after
                                         such decision and in accordance with such decision, XYNOMIC shall pay the additional
                                         amounts, with interest from the date originally due as provided in Section 8.7,
                                         or BII shall reimburse the overpayment, as applicable.



 


		8.11	Taxes.



 


		8.11.1	If
                                         withholding of any taxes imposed by local laws or regulations of the country where one
                                         of the contractual partners has its registered office is required on account of any royalties
                                         and other payments paid under this Agreement, such taxes shall be borne by XYNOMIC. All
                                         payments by XYNOMIC shall be made free and clear of and without any deduction for or
                                         on account of withholding taxes. In case XYNOMIC is required to make such a payment subject
                                         to the deduction of local withholding taxes, the sum payable by XYNOMIC shall be increased
                                         to the extent necessary to ensure that BII receives a sum net of any withholding or deduction
                                         of taxes equal to the sum which it would have received in case no such deduction or withholding
                                         of taxes has been made or required to be made.



 



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		8.11.2	If
                                         XYNOMIC causes withholding taxes by sublicensing rights or services to affiliates or
                                         other third parties not being party of this contract or by paying from other countries
                                         other than the registered office of XYNOMIC, [****]. For avoidance of doubt, BII
                                         does not accept foreign withholding taxes from countries BII is not directly contracted
                                         with or does not directly receive payments from.



 


		8.11.3	All
                                         payments payable under the terms of this Agreement are expressed to be exclusive of value
                                         added tax (“VAT”), which will be invoiced separately or as a separate
                                         line item on the same invoice, and paid at the rate and in the manner from time to time
                                         prescribed by Tax Law. If any VAT is chargeable in respect of any payments, the paying
                                         Party shall pay such VAT at the applicable rate in respect of such payments following
                                         receipt, where applicable, of a VAT invoice in the appropriate form issued by the receiving
                                         Party in respect of those payments. The Parties shall issue invoices for all amounts
                                         payable under this Agreement consistent with VAT requirements and irrespective of whether
                                         the sums may be netted for settlement purposes.  If the VAT originally paid or otherwise
                                         borne by the paying Party are in whole or in part subsequently determined not to have
                                         been chargeable, all necessary steps will be taken by the receiving Party to receive
                                         a refund of these undue VAT from the applicable governmental authority or other fiscal
                                         authority and any amount of undue VAT repaid by such authority to the receiving Party
                                         will be transferred to the paying Party [****] of receipt.



 


		8.12	Overdue
                                         Payments. Payments due under this Agreement and not
                                         paid [****] after the due date shall bear
                                         interest at an annual rate of [****]



 


		8.13	Financial
                                         Standards. All financial terms and standards (including
                                         any calculation of Net Sales, Development costs and financial payments due under this
                                         Agreement) shall be governed by and determined in accordance with Accounting Standards
                                         and shall be consistent with XYNOMIC’s
                                         audited consolidated financial statements. Notwithstanding the above and notwithstanding
                                         the requirements or principles of the Accounting Standards, Net Sales shall be calculated
                                         in accordance with the formula specified in Section 1.41. 



 


		8.14	Confidentiality.
                                         All information provided by or on behalf of XYNOMIC to BII under this Section 8
                                         shall be deemed Confidential Information of XYNOMIC and BII shall protect it in accordance
                                         with the confidentiality and non-use provisions of Section 11. 



 


		3.	INTELLECTUAL
                                         PROPERTY.



 


		9.1	Recordation
                                         of Licenses. For Compound Patents following the Effective
                                         Date, and for BII Invention Patents at any time after they have been filed and before
                                         the Assignment Date, BII at the request and expense of XYNOMIC shall promptly register
                                         or record the licenses of Licensed Patents granted to XYNOMIC under this Agreement with
                                         the appropriate patent offices in all applicable countries of the Territory; provided
                                         that such registration or recordation specifies the applicable limitations of such license,
                                         and provided further that such registration shall have no effect on the allocation of
                                         Prosecution and Maintenance rights and obligations set forth in Section 9.1.
                                         In the event any of the licenses granted to XYNOMIC under this Agreement are terminated,
                                         XYNOMIC shall promptly take such actions and execute such documents as are reasonably
                                         requested by BII to cancel such registrations or recordations in the applicable countries
                                         with respect to the terminated license grants.



 



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		9.2	Prosecution
                                         and Maintenance before Assignment Date. Prosecution
                                         and Maintenance of Licensed Patents prior to assignment and transfer according to Section
                                         2.3 shall be through a mutually selected patent counsel. Within [****]
                                         following the Effective Date, the Parties shall
                                         agree on a patent counsel (“Joint Counsel”) who shall be engaged by both
                                         Parties for the Prosecution and Maintenance of the Licensed Patents. The following shall
                                         apply:



 


		(a)	Joint
                                         Counsel shall give both Parties (The Parties may designate specific designees for all
                                         obligations, rights, actions, etc. under this Section 9.2(a)) an opportunity
                                         to review the text of each application, office action response or other substantive document
                                         for a Licensed Patent before filing with any patent office in the Territory, shall incorporate
                                         the Parties ́ reasonable comments, and shall supply the Parties with a copy of each
                                         such application, office action response or other substantive document as filed, together
                                         with notice of its filing date and serial number. In the event that the Parties provide
                                         Joint Counsel with conflicting instructions regarding the Prosecution and Maintenance
                                         of a Licensed Patent, Joint Counsel shall make the Parties aware of such conflicting
                                         instructions and, if the Parties are not able to resolve such conflict within a reasonable
                                         time prior to the applicable filing deadline, XYNOMIC shall have final decision making
                                         authority. 



 


		(b)	Both
                                         Parties shall cooperate with Joint Counsel in Prosecution and Maintenance of patent applications
                                         for Licensed Patents.



 


		(c)	Joint
                                         Counsel shall keep both Parties advised of the status of prospective patent filings for
                                         Licensed Patents, and shall provide each Party with advance copies of any and all papers
                                         related thereto. Joint Counsel shall promptly give notice to both Parties of the grant,
                                         lapse, revocation, surrender, invalidation or abandonment of any Licensed Patent.



 


		(d)	XYNOMIC
                                         shall pay all fees and costs charged by Joint Counsel with respect to the Prosecution
                                         and Maintenance of Licensed Patents and all other out-of-pocket costs and expenses incurred
                                         in connection with such Prosecution and Maintenance of Licensed Patents.



 


		(e)	If
                                         XYNOMIC decides to discontinue with its
                                         obligation to pay fees and costs of any Licensed Patent and/or decides to abandon any
                                         rights using its final decision authority as defined in Section 9.2(a) during
                                         the Maintenance and Prosecution of any Licensed Patent, XYNOMIC
                                         will notify BII of such decision in writing in advance (at the latest [****]
                                         prior to any applicable deadline, if any), and
                                         BII will have the right to, within [****] following
                                         BII’s receipt of the written notice from XYNOMIC,
                                         take over any future costs and fees and/or the maintenance and prosecution of
                                         such a Licensed Patent. BII will notify XYNOMIC
                                         and the Joint Counsel of its decision and such a Patent shall no longer be a “Licensed
                                         Patent” under the terms of this Agreement. 



 


		9.3	Filing
                                         of BII Inventions. XYNOMIC shall have the right to
                                         propose, until any time before Assignment Date, that new BII Invention Patents be filed.



 


		9.4	Enforcement
                                         before Assignment Date.



 


		(a)	Notice.
                                         Each Party shall promptly report in writing to the other Party any known or suspected
                                         (i) infringement of any of the Licensed Patents, or (ii) unauthorized use or misappropriation
                                         of any of the Licensed Know-How, of which such Party becomes aware and shall provide
                                         the other Party with all available evidence regarding such known or suspected infringement
                                         or unauthorized use.



 



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		(b)	Initial
                                         Right to Enforce. BII shall have the first right, but not the obligation, to initiate
                                         a lawsuit or take other reasonable action to enforce the Licensed Patents solely with
                                         respect to an infringement by a Third Party infringing the relevant Licensed Patents
                                         by making, using or selling a product that competes with the relevant Product. Notwithstanding
                                         the foregoing sentence, BII shall not initiate any such lawsuit or other enforcement
                                         action asserting any such Licensed Patents without first consulting with XYNOMIC and
                                         giving good faith consideration to any reasonable objection from XYNOMIC regarding BII’s
                                         proposed course of action. XYNOMIC shall cooperate in the prosecution of such suit as
                                         may be reasonably requested by BII, including joining any action as party-plaintiff at
                                         BII’s sole discretion; provided, that BII shall promptly reimburse all out-of-pocket
                                         expenses (including reasonable counsel fees and expenses) incurred at BII’s request
                                         and actually incurred by XYNOMIC in connection with such cooperation.



 


		(c)	Step-In
                                         Right. If BII does not initiate a lawsuit or take other reasonable action pursuant to
                                         Section 9.4(b), within [****]
                                         of notice provided under Section 9.4(a)
                                         with respect to any Licensed Patent, then XYNOMIC shall have the right, but not the obligation,
                                         to initiate such lawsuit or take such other action, after providing [****]
                                         notice to BII and giving good faith consideration
                                         to the BII’s reason(s) for not initiating a lawsuit or taking other action. For
                                         this purpose, BII shall cooperate in the prosecution of such suit as may be reasonably
                                         requested by XYNOMIC; provided, that XYNOMIC shall promptly reimburse all out-of-pocket
                                         expenses (including reasonable counsel fees and expenses) and actually incurred by BII
                                         in connection with such cooperation.



 


		(d)	Conduct
                                         of Certain Actions; Costs. The Party initiating legal action shall have the sole and
                                         exclusive right to select counsel for any suit initiated by it pursuant to Section
                                         9.4(b) or 9.4(c) (the “Initiating
                                         Party”). The Initiating Party shall bear its
                                         own out-of-pocket costs incurred in any such legal action, including the fees and expenses
                                         of the counsel selected by it. The other Party shall have the right to participate and
                                         be represented in any such legal action (in cases where such other Party has standing)
                                         by its own counsel at its own expense. The Initiating Party shall have the final say
                                         about the strategy and decisions in the suit and any settlement.



 


		9.5	Patent
                                         Invalidity Claim before Assignment Date.



 


		(a)	Each
                                         Party shall promptly notify the other in the event of any legal or administrative action
                                         by any Third Party against an Licensed Patent of which it becomes aware, including any
                                         opposition, post-grant review, inter-partes review, nullity, revocation, reexamination
                                         or compulsory license proceeding.



 


		(b)	BII
                                         shall have the first right, but not the obligation, at its expense, to defend against
                                         any such action relating to the Licensed Patents. If BII does not initiate a defence
                                         against any such action involving a Licensed Patent within [****]
                                         following such notice, then XYNOMIC shall have
                                         the right, but not the obligation, to defend such action at XYNOMIC’s expense.



 


		9.6	Execution
                                         of Assignment Documents. XYNOMIC shall provide to BII
                                         the partially executed (by XYNOMIC) assignment document for transfer of the Licensed
                                         Patents (the “Assignment”), and
                                         BII shall fully execute and deliver the Assignment as soon as reasonably possible following
                                         receipt of the Milestone Payment according to Section 2.3 (the “Assignment
                                         Date”). For Licensed Patents following the Assignment
                                         Date, XYNOMIC at the written request and expense of BII shall promptly register or record
                                         the licenses of Licensed Patents granted to BII under this Agreement with the appropriate
                                         patent offices in all applicable countries of the Territory.



 



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		9.7	Prosecution
                                         and Maintenance after Assignment Date. [****]



 


		9.8	Royalties.
                                         The Parties agree that the assignment and transfer
                                         of the Licensed Patents shall only facilitate the prosecution, maintenance and exploitation
                                         of these Licensed Patents and shall not affect the term of the Royalty payments. Accordingly,
                                         as long as these Licensed Patents contain a Valid Claim, XYNOMIC
                                         shall be obligated to pay Royalties thereon. 



 


		9.9	Discontinuance.
                                         If XYNOMIC
                                         decides to discontinue maintaining any Licensed Patent after Assignment Date,
                                         XYNOMIC will notify BII of such decision
                                         in writing in advance (at the latest [****] prior
                                         to any applicable deadline, if any), and BII will have the right to, within [****]
                                         following BII’s receipt of the written notice
                                         from XYNOMIC, request the cost-free assignment
                                         and transfer of the Licensed Patent to BII. Such a Patent shall no longer be a “Licensed
                                         Patent” under the terms of this Agreement. If XYNOMIC
                                         discontinues maintaining a Licensed Patent without notifying BII and the Licensed
                                         Patent lapses, XYNOMIC shall pay to BII
                                         contractual damages based on the estimated amount of Royalties that would be payable
                                         by XYNOMIC to BII during the remainder
                                         of the statutory term of such Licensed Patent if the Licensed Patent had not lapsed.



 


		9.10	Maintaining
                                         List of Licensed Patents. Exhibit 1.20
                                         of this Agreement shall be revised from time to time and amended so that it reflects
                                         changes that arise according to Section 2.3 and this Section 9. Failure
                                         of a particular Patent to be listed or removed in Exhibit 1.20 shall not
                                         affect any rights and/or obligations that arise by the terms and conditions of this Agreement.
                                         



 


		9.11	Enforcement
                                         after the Assignment Date. If after the Assignment
                                         Date, a Party becomes aware of any infringement, anywhere in the world, of any Licensed
                                         Patent, it will promptly notify the other Party in writing to that effect. XYNOMIC
                                         shall have the primary right, but not the obligation, to take action to obtain
                                         a discontinuance of infringement or bring suit against a Third Party infringer of the
                                         Licensed Patents. XYNOMIC shall bear all
                                         expenses of such suit. If XYNOMIC elects
                                         not to take action or to bring suit to prosecute such infringement, it shall notify BII
                                         of such election within [****] after receipt
                                         of the notice of the infringement or immediately after the election to stop any such
                                         suit. If after the expiration of [****] period
                                         (or, if earlier, the date upon which XYNOMIC
                                         provides written notice that it does not plan to bring such action), XYNOMIC
                                         has neither obtained a discontinuance of infringement of the Licensed Patent,
                                         as the case may be, nor filed suit against any such Third Party infringer of such Patents,
                                         then BII shall have the right, but not the obligation, to take action or bring suit against
                                         such Third Party infringer of such Patents, provided that BII shall bear all the expenses
                                         of such suit. The non-enforcing Party shall provide such assistance as the enforcing
                                         Party shall reasonably request in connection with any action or suit hereunder to prevent
                                         or enjoin any such infringement or unauthorized use of a Licensed Patent, including agreeing
                                         to be joined as a party to such action or suit and executing legal documents. Such assistance
                                         will be provided by the non-enforcing Party at the enforcing Party's cost (including
                                         reasonable counsel fees and expenses) incurred at the enforcing Party’s request
                                         and actually incurred by non-enforcing Party in connection with such assistance.



 


		9.12	Sharing
                                         of Recoveries. Any recoveries obtained as a result
                                         of any proceeding against a Third Party infringer (where the infringement relates to
                                         the Development, Manufacture and/or Commercialization of any Product) shall be allocated
                                         as follows:



 


		(i)	[****]



 


		(ii)	[****]



 



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		9.13	Third
                                         Party Licenses. If it is confirmed by an external expert
                                         opinion that the Development, Manufacture, or Commercialization of any Compound or Product
                                         by XYNOMIC or any of its Affiliates infringes
                                         or misappropriates any Patent, trade secret, or other intellectual property right of
                                         a Third Party in any country or other jurisdiction in the Territory, such that XYNOMIC
                                         or any of its Affiliates cannot Develop, Manufacture, or Commercialize such Compound
                                         or Product in such country or other jurisdiction without infringing such Patent, trade
                                         secret, or other intellectual property right of such Third Party, then XYNOMIC
                                         may negotiate and obtain a license from such Third Party as necessary for XYNOMIC
                                         and its Affiliates to Develop, Manufacture, and Commercialize Compounds and Products
                                         in such country or other jurisdiction. [****]



 


		10	RESULTS.



 


		10.1	BII
                                         hereby acknowledges that XYNOMIC is the
                                         owner of all inventions, data and other results developed by XYNOMIC
                                         under this Agreement (“Results”), and BII shall acquire no
                                         rights, title or interest whatsoever in or to any such Results, except as specifically
                                         and expressly provided under this Agreement.



 


		10.2	XYNOMIC
                                         shall be responsible for, and, subject to the terms of this Agreement, has full decisional
                                         power with respect to, filing, prosecuting and maintaining, throughout the world, all
                                         Patents based on the Results.



 


		10.3	Third
                                         Party Rights. If the Development, Manufacture and/or
                                         Commercialization of any Product is alleged by a Third Party to infringe a Third Party's
                                         Intellectual Property, the Party becoming aware of such allegation shall promptly notify
                                         the other Party. XYNOMIC shall be responsible for defending against such allegation and
                                         any suit brought by a Third Party based on such allegation except in case BII's activities
                                         pursuant to this Agreement infringe or will infringe said Third Party's Intellectual
                                         Property, in which case BII shall be responsible for defending itself against such allegation
                                         and any suit brought by a Third Party based on such allegation. 



 


		11	CONFIDENTIALITY.



 


		11.1	Obligation
                                         of Confidentiality. As of the Effective Date, all Confidential Information disclosed,
                                         revealed or otherwise made available to one Party (“Receiving Party”)
                                         by or on behalf of the other Party (“Disclosing Party”) under, or
                                         as a result of, this Agreement are made available to the Receiving Party solely to permit
                                         the Receiving Party to exercise its rights, and perform its obligations, under this Agreement.
                                         The Receiving Party shall not use any of the Disclosing Party's Confidential Information
                                         for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing
                                         Party's Confidential Information available to any other person, firm, corporation or
                                         other entity, without the prior written authorization of the Disclosing Party, except
                                         as explicitly stated in this Section 11.



 


		11.2	Additional
                                         Obligations. 



 


		11.2.1	Appropriate
                                         Safeguards. In furtherance of the Receiving Party's obligations under Section
                                         11.1 hereof, the Receiving Party shall take all reasonable steps, and shall implement
                                         all appropriate and reasonable safeguards, to seek to prevent the unauthorized use or
                                         disclosure of any of the Disclosing Party's Confidential Information.



 



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		11.2.2	Recipients
                                         of Confidential Information. Without limiting the generality of this Section 11.2,
                                         the Receiving Party shall disclose any of the Disclosing Party's Confidential Information
                                         only to those of its Affiliates, officers, employees, consultants, financial or legal
                                         advisors, assignees, licensees, contract service providers, and its potential assignees,
                                         licensees and Health Authorities collaborators, acquirers, and investors that have a
                                         need to know the Disclosing Party's Confidential Information, in order for the Receiving
                                         Party to exercise or confirm its rights and/or to perform its obligations under this
                                         Agreement, and only if such, officers, employees, consultants, financial or legal advisors,
                                         assignees, licensees, contract service providers and potential assignees, licensees,
                                         collaborators, acquirers, and investors have executed appropriate non-disclosure agreements
                                         containing substantially similar terms regarding confidentiality and non-use as those
                                         set out in this Agreement or are otherwise bound by obligations of confidentiality effectively
                                         prohibiting the unauthorized use or disclosure of the Disclosing Party's Confidential
                                         Information.



 


		11.2.3	Unauthorized
                                         Use or Disclosure. The Receiving Party shall furnish the Disclosing Party with written
                                         notice immediately after it becomes aware of any unauthorized use or disclosure of any
                                         of the Disclosing Party's Confidential Information by any of its Affiliate, officer,
                                         employee, consultant, financial or legal advisor, assignee, licensee contract service
                                         provider, and its potential assignee, licensee, collaborator, acquirer, investor, and
                                         shall take all actions reasonably required in order to prevent any further unauthorized
                                         use or disclosure of the Disclosing Party's Confidential Information.



 


		11.3	Limitations.
                                         The Receiving Party's obligations under Sections 11.1 and 11.2 hereof
                                         shall not apply to the extent that the Receiving Party can demonstrate by competent evidence
                                         that any of the Disclosing Party's Confidential Information:



 


		(i)	is
                                         in the public domain, or becomes generally available to the public through no fault of
                                         the Receiving Party;



 


		(ii)	was
                                         known to the Receiving Party, without restriction of use or disclosure, prior to being
                                         made available hereunder;



 


		(iii)	is
                                         disclosed, revealed or otherwise made available to the Receiving Party by a Third Party,
                                         without restriction of use or disclosure, that is under no obligation of non-disclosure
                                         and/or non-use to the Disclosing Party in relation to the subject item; or



 


		(iv)	is
                                         required to be disclosed under Applicable Law, or in connection with any application
                                         by the Receiving Party for any Regulatory Approvals; provided, however, that the
                                         Receiving Party shall furnish the Disclosing Party's with as much prior written notice
                                         of such disclosure requirement as reasonably practicable, to permit the Disclosing Party,
                                         in its sole discretion, to take appropriate action, including seeking a protective order,
                                         in order to prevent the Disclosing Party's Confidential Information from passing into
                                         the public domain or becoming generally available to the public.



 


		11.4	Return
                                         of Confidential Information. Subject to Section 13.2, upon termination (but
                                         not expiration) of this Agreement for any reason whatsoever, the Receiving Party shall
                                         cease all use of and return to the Disclosing Party, or destroy, as the Disclosing Party
                                         shall specify in writing promptly upon such termination, all copies of all documents
                                         and other materials that contain or embody any of the Disclosing Party's Confidential
                                         Information, except to the extent that the Receiving Party is (i) required by Applicable
                                         Laws to retain such documents and materials or (ii) remains entitled under this Agreement
                                         to use such Confidential Information, and provided further that each Party may keep a
                                         single copy of all Confidential Information within its legal archives solely to assure
                                         compliance with the provisions of this Section 11. Within [****]
                                         after the date of termination of this Agreement, the Receiving Party shall furnish the
                                         Disclosing Party with a certificate, duly executed by an officer of the Receiving Party,
                                         confirming that the Receiving Party has complied with its obligations under this Section
                                         11.4.



 



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		11.5	Survival.
                                         All of the Receiving Party's obligations under Sections 11.1 and 11.2
                                         hereof, with respect to the protection of the Disclosing Party's Confidential Information,
                                         shall for a period of [****] survive the expiration or termination of this
                                         Agreement for any reason whatsoever. 



 


		11.6	Public
                                         Announcements. During the term of this Agreement, no public announcement concerning
                                         the existence of, terms, or subject matter of this Agreement shall be made, either directly
                                         or indirectly, by any Party, without first obtaining the prior written approval of the
                                         other Party and agreement upon the nature and text of such public announcement; such
                                         agreement and approval shall not be unreasonably withheld or delayed. The Parties hereby
                                         agree that each Party may issue a press release in the form agreed to by the other Party
                                         in writing on or after the Effective Date hereof with respect to the existence and subject
                                         matter of this Agreement. Each Party agrees that it shall co-operate fully with the other
                                         with respect to all disclosures regarding this Agreement to any governmental or regulatory
                                         agencies, including requests for confidential treatment of proprietary information of
                                         either Party included in any such disclosure.



 


		11.7	Applicable
                                         Laws. Nothing in this Agreement shall be construed as preventing or in any way inhibiting
                                         either Party from complying with Applicable Laws or securities regulations governing
                                         activities and obligations undertaken pursuant to this Agreement, in any manner which
                                         it reasonably deems appropriate, including, for example, by disclosing to Regulatory
                                         Authorities or securities regulators Confidential Information or other information received
                                         from the other Party, subject to Sections 11.3(iv) and 11.6.



 


		11.8	Publication.
                                         Publications in a journal, paper, magazine or any other such similar disclosure relating
                                         to this Agreement, the Compounds and/or the Products require the prior written approval
                                         of the other Party, such approval not to be unreasonably withheld. For the avoidance
                                         of doubt, with respect to Licensed Know-How (including but not limited to data transferred
                                         pursuant to Section 3), only BII and, as the case may be, its Third Party contractors
                                         involved in the generation of such Licensed Know-How are entitled to publish such Licensed
                                         Know-How, but BII shall provide XYNOMIC with a draft publication [****]
                                         in advance of the contemplated publication date for its review. XYNOMIC has the right
                                         to request an amendment to the contemplated publication if such publication may harm
                                         its rights hereunder (e.g. if structural information of the Compound is disclosed). Any
                                         other disclosure intended to be submitted for publication by one Party shall first be
                                         sent to the other Party in order to allow such Party to make written comments thereon,
                                         and to preserve its Intellectual Property by delaying such publication and/or removing
                                         its Confidential Information. In the case of publication of Results, each Party's contribution
                                         shall be acknowledged in any publication by co-authorship or other acknowledgment, whichever
                                         is appropriate in accordance with customary scientific practice. Once written approval
                                         has been granted for a particular disclosure, such disclosed information may be subsequently
                                         disclosed without the requirement of further approvals.



 


		12	WARRANTIES;
                                         LIABILITY; AND INSURANCE. 



 


		12.1	Warranties.
                                         



 


		12.1.1	Representations
                                         and Warranties of Each Party. Each of BII and XYNOMIC
                                         hereby represents and warrants to the other Party hereto that as of the Effective
                                         Date:



 


		(i)	it
                                         is a corporation or entity duly organized and validly existing under the laws of the
                                         state or other jurisdiction of its incorporation or formation;



 



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		(ii)	its
                                         execution, delivery and performance of this Agreement by such Party has been duly authorized
                                         by all requisite corporate, and do not violate (a) such Party’s charter documents,
                                         bylaws, or other organizational documents, (b) in any material respect, any agreement,
                                         instrument, or contractual obligation to which such Party is bound, (c) any requirement
                                         of any Applicable Law, or (d) any order, writ, judgment, injunction, decree, determination,
                                         or award of any court or governmental agency presently in effect applicable to such Party;



 


		(iii)	it
                                         has the power and authority to execute and deliver this Agreement and to perform its
                                         obligations hereunder;



 


		(iv)	this
                                         Agreement is a legal, valid, and binding obligation of such Party enforceable against
                                         it in accordance with its terms and conditions, subject to the effects of bankruptcy,
                                         insolvency, or other laws of general application affecting the enforcement of creditor
                                         rights, judicial principles affecting the availability of specific performance, and general
                                         principles of equity (whether enforceability is considered a proceeding at law or equity).



 


		(v)	it
                                         is not under any obligation, contractual or otherwise, to any Person that conflicts with
                                         or is inconsistent in any material respect with the terms of this Agreement, or that
                                         would impede the diligent and complete fulfillment of its obligations hereunder; and



 


		(vi)	there
                                         is no action or proceeding pending or, to the knowledge of such Party, threatened that
                                         could reasonably be expected to impair or delay the ability of such Party to perform
                                         its obligations under this Agreement.



 


Furthermore,
each of BII and XYNOMIC hereby covenants to the other Party that it shall at all
times comply with all Applicable Laws relating to its activities under this Agreement.


 


		12.1.2	Representations
                                         and Warranties of BII. BII hereby represents and warrants to XYNOMIC that, as of
                                         the Effective Date:



 


		(i)	to
                                         the best knowledge of BII, BII or its Affiliates Controls (free and clear of any liens,
                                         mortgages, security interests, charges, encumbrances or otherwise) the entire right,
                                         legal and/or beneficial title and ownership, and interest in the Compound Patents and
                                         the Licensed Know-How;



 


		(ii)	BII
                                         has the right to enter into this Agreement and to assign the Compound Patents and to
                                         grant the licenses contained herein;



 


		(iii)	BII
                                         or any of its Affiliates has not and will not enter into any Third Party License; or
                                         take any action that is inconsistent with BII’s obligations or impair XYNOMIC’s
                                         rights under this Agreement;



 


		(iv)	There
                                         is no claim by any Third Party or Regulatory Authority, and BII has not received any
                                         written claim or demand alleging that an issued Patent which is within the Compound Patents
                                         is invalid or unenforceable;



 


		(v)	To
                                         BII’s knowledge, the data package, regulatory documentation, Compound Patents and
                                         Know-How to be assigned or transferred to XYNOMIC under this Agreement (i) were generated
                                         in accordance with all Applicable Laws, including good clinical practices and good laboratory
                                         practices, as applicable, and (ii) were received and processed in accordance with all
                                         Applicable Laws prior to and during delivery to XYNOMIC;



 



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		(vi)	No
                                         Third Party has challenged BII or its Affiliates on the extent, validity or enforceability
                                         of issued Compound Patents (including by way of example through the institution or written
                                         threat of institution of interference, nullity or similar invalidity proceedings before
                                         the United States Patent and Trademark Office or any analogous foreign entity), and all
                                         application, registration, maintenance and renewal fees in respect of the Compound Patents
                                         have been paid and all documents and certificates required to be filed with the relevant
                                         agencies for the purpose of maintaining such Compound Patents have been filed.



 


		(vii)	None
                                         of the rights of BII or its Affiliates under the Compound Patents in the Territory were
                                         developed with funding from any government or any other governmental authority such that
                                         the government in such jurisdiction has any march-in rights in or to any Compound Patent
                                         in the Territory or such that BII or its Affiliates would be subject to any compulsory
                                         licensing requirements in the Territory;



 


		(viii)	To
                                         the best knowledge of BII, BII represents and warrants that Exhibit 1.20
                                         sets forth a true, accurate and complete list of the Compound Patents.



 


		(ix)	To
                                         the best of BII’s knowledge, BII has provided or will provide to XYNOMIC
                                         all Licensed Know-How.



 


		12.1.3	Diligence
                                         warranty of XYNOMIC. XYNOMIC acknowledges and agrees that as of the Effective Date
                                         it has received access to the information relating to the Compound Patents and Licensed
                                         Know-How that XYNOMIC deemed necessary
                                         to conduct and complete its due diligence relating to Compound and Products to its satisfaction.
                                         XYNOMIC acknowledges and agrees that BII
                                         has answered all questions of XYNOMIC
                                         relating to the due diligence of the Compounds and Products, and XYNOMIC
                                         warrants that it has diligently reviewed all such information, including information
                                         relating to the Compound Patents and Licensed Know-How, the Compounds and the Products
                                         provided by BII.



 


		12.1.4	Disclaimer.
                                         Except as specifically and expressly set forth in this Section 12, each Party
                                         makes no representation or warranty and specifically disclaims any guarantee, express
                                         or implied, relating to the Compound Patents and the Licensed Know-How, or any other
                                         information disclosed, revealed or otherwise made available to the other Party under
                                         this Agreement or otherwise, including, but not limited to any representation or warranty
                                         that the Development of the Compounds and Products will be successful, in whole or in
                                         part, that the Compound Patents and Licensed Know-How will be suitable for exploitation
                                         or that the Compounds and Products conform to the requirements of any Applicable Laws.
                                         Subject only to Sections 12.1.1 and 12.1.2 above, BII expressly disclaims
                                         any warranties or conditions, express, implied, statutory or otherwise with respect to
                                         the Compound Patents and Licensed Know-How, the Compounds and Products, including any
                                         warranty of merchantability, fitness for a particular purpose or non-infringement.



 


		12.1.5	Limitation
                                         of Liability. Except in the case of willful or intentional misconduct or gross negligence,
                                         neither Party shall be liable to the other Party for any indirect, punitive or consequential
                                         damages, whether based on contract or tort, or arising under Applicable Law or otherwise.



 


		12.2	Indemnification.
                                         



 



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		12.2.1	BII's
                                         Obligations to Indemnify. BII shall indemnify, defend and hold XYNOMIC,
                                         its Affiliates, and its and their employees, agents, officers, and directors (individually
                                         and/or collectively referred to hereinafter as a “XYNOMIC
                                         Party”) harmless from and against any and all losses, liabilities,
                                         damages, expenses or fees paid or payable by XYNOMIC
                                         or a XYNOMIC Party to a Third Party
                                         (collectively, “XYNOMIC
                                         Losses”) to the extent that such XYNOMIC
                                         Losses result from or arise in connection with a claim, suit or other proceeding
                                         made or brought by a Third Party against XYNOMIC
                                         or a XYNOMIC Party (a “XYNOMIC
                                         Claim”) based on, resulting from, or arising in connection with:



 


		(i)	any
                                         breach of any of BII's obligations, representations, warranties or covenants set forth
                                         in this Agreement;



 


		(ii)	any
                                         other grossly negligent, willful or intentional misconduct, error or omission on the
                                         part of BII or its Affiliates, or any officer, director, employee, agent or representative
                                         of the foregoing; or



 


		(iii)	any
                                         Development activities conducted by or on behalf of BII or its Affiliates related to
                                         any Compound or Product prior to the Effective Date;



 


provided,
however, that BII shall not be obligated to indemnify, defend or hold harmless XYNOMIC
or a XYNOMIC Party from any XYNOMIC
Claim or for any XYNOMIC Loss incurred by XYNOMIC
or a XYNOMIC Party to the extent XYNOMIC
is responsible for indemnifying, defending and holding BII and BII Parties harmless for such Claims as set forth in Section
12.2.2.


 


		12.2.2	XYNOMIC's
                                         Obligations to Indemnify.
                                         XYNOMIC shall indemnify, defend and hold
                                         BII, its Affiliates and its and their officers, directors, trustees, agents and employees
                                         (individually and/or collectively referred to herein as an “BII Party”)
                                         harmless from and against any and all losses, liabilities, damages, expenses or fees
                                         paid or payable by BII or a BII Party to a Third Party (collectively, “BII Losses”)
                                         to the extent that such BII Losses result from or arise in connection with a claim, suit
                                         or other proceeding made or brought by a Third Party against BII or a BII Party (an “BII
                                         Claim”) based on, resulting from, or arising in connection with:



 


		(i)	any
                                         breach of any of XYNOMIC's obligations,
                                         representations, warranties or covenants set forth in this Agreement;



 


		(ii)	any
                                         other grossly negligent, willful or intentionally wrongful act, error or omission on
                                         the part of XYNOMIC, or any officer, director,
                                         employee, agent or representative of XYNOMIC;



 


		(iii)	any
                                         claim that the Development, Manufacture and/or Commercialization of a Compound or a Product
                                         fails to conform to the requirements of any Applicable Laws, including the failure by
                                         XYNOMIC to obtain any required Regulatory
                                         Approvals for the Compound or Products; or



 


		(iv)	any
                                         product liability claim regarding the Products to the extent Commercialized by XYNOMIC;



 


any
Third Party claim regarding an allegation that the Manufacture or Commercialization by XYNOMIC
of Compounds or Products pursuant to and consistent with the provisions of this Agreement infringes such Third Party's
Intellectual Property;


 


provided,
however, that XYNOMIC shall not be obligated to indemnify, defend or hold harmless
BII or an BII Party from any BII Claim or for any BII Loss incurred by BII or an BII Party to the extent BII is responsible for
indemnifying, defending and holding XYNOMIC and XYNOMIC
Parties harmless for such Claims as set forth in Section 12.2.1.


 



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		12.3	Indemnification
                                         Procedures.



 


		12.3.1	Each
                                         indemnified Party shall notify the indemnifying Party (and in reasonable detail) of the
                                         Claim within [****] after receipt by such indemnified Party of notice of
                                         the XYNOMIC Claim or BII Claim, as the case may be, or otherwise becoming aware of the
                                         existence or threatened existence thereof (such XYNOMIC Claim or BII Claim being referred
                                         to as a “Claim”). Failure to give such notice shall not constitute
                                         a defense, in whole or in part, to any Claim by an indemnified Party hereunder except
                                         to the extent the rights of the indemnifying Party are materially prejudiced by such
                                         failure to give notice. The indemnifying Party shall notify in English the indemnified
                                         Party of its intentions as to the defense of the Claim or potential Claim within [****]
                                         after receipt of notice of the Claim. If the indemnifying Party assumes the defense
                                         of a Claim against an indemnified Party, the indemnifying Party shall have no obligation
                                         or liability under this Section 12 as to any Claim for which settlement or compromise
                                         of such Claim or an offer of settlement or compromise of such Claim is made by an indemnified
                                         Party without the prior written consent of the indemnifying Party, which consent shall
                                         not be unreasonably withheld.



 


		12.3.2	The
                                         indemnifying Party shall assume exclusive control of the defense and settlement (including
                                         all decisions relating to litigation, defense and appeal) of any such Claim (so long
                                         as it has confirmed its indemnification obligation responsibility to such indemnified
                                         Party under this Section 12.3 with respect to a given Claim); provided, however,
                                         that the indemnifying Party may not settle such Claim in any manner that would require
                                         payment by the indemnified Party, or would materially adversely affect the rights granted
                                         to the indemnified Party hereunder, or would materially conflict with the terms of this
                                         Agreement, or adversely affect other products, without first obtaining the indemnified
                                         Party's prior written consent, which consent shall not be unreasonably withheld.



 


		12.3.3	The
                                         indemnified Party shall reasonably cooperate with the indemnifying Party in its defense
                                         of the Claim (including, without limitation, making documents and records available for
                                         review and copying and making persons within its control available for pertinent testimony
                                         in accordance with the confidentiality provisions of Section 11, and neither Party
                                         shall be required to divulge privileged material to the other) at the indemnifying Party's
                                         expense. If the indemnifying Party assumes defense of the Claim, an indemnified Party
                                         may participate in, but not control, the defense of such Claim using attorneys of its
                                         choice and at its sole cost and expense, with such cost and expense not being covered
                                         by the indemnifying Party. If an indemnifying Party does not agree to assume the defense
                                         of the Claim asserted against the indemnified Party (or does not give notice that it
                                         is assuming such defense), or if the indemnifying Party assumes the defense of the Claim
                                         in accordance with this Section 12.3 yet fails to defend or take other reasonable,
                                         timely action, in response to such Claim asserted against the indemnified Party, the
                                         indemnified Party shall have the right to defend or take other reasonable action to defend
                                         its interests in such proceedings, and shall have the right to litigate, settle or otherwise
                                         dispose of any such Claim; provided, however, that no Party shall have the right
                                         to settle a Claim in a manner that would adversely affect the rights granted to the other
                                         Party hereunder, or would materially conflict with this Agreement, or would require a
                                         payment by the Party, or adversely affect the Party (its Affiliates) or its products
                                         in or outside the territory, without the prior written consent of the Party entitled
                                         to control the defense of such Claim, which consent shall not be unreasonably withheld.



 


		12.4	Insurance.
                                         During the Term and [****], XYNOMIC shall obtain and maintain comprehensive
                                         general liability insurance covering its obligations and activities hereunder, including
                                         product liability insurance and coverage for clinical trials, with reputable and financially
                                         secure insurance carriers in a form and at level as customary for a company of its size
                                         in the pharmaceutical industry in the applicable market (or reasonable self insurance
                                         sufficient to provide materially the same level and type of protection).



 



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		13	TERM
                                         AND TERMINATION; CONSEQUENCES OF TERMINATION.



 


		13.1	Term
                                         and Termination. 



 


		13.1.1	Term.
                                         This Agreement shall become effective as of the Effective Date and shall expire on
                                         a Product-by-Product and country-by-country basis upon the expiration of the Royalty
                                         Term of a Product in a country (such period, the “Term”).



 


		13.1.2	Termination
                                         for Convenience. XYNOMIC shall have
                                         the right to terminate this Agreement at its own discretion at any time by providing
                                         [****] prior written notice to BII. 



 


		13.1.3	Termination
                                         for Cause. 



 


		13.1.3.1	In
                                         the event that either Party (“Breaching Party”) commits a material
                                         breach or default of any of its obligations hereunder, such material breach to include
                                         a breach by XYNOMIC of the Development
                                         and diligence obligations under Section 4, the other Party hereto (“Non-Breaching
                                         Party”) may give the Breaching Party written notice of such material breach
                                         or default, and shall request that such material breach or default be cured as soon as
                                         reasonably practicable. In the event that the Breaching Party fails to cure such breach
                                         or default [****] after the date of the Non-Breaching Party's written notice
                                         thereof (in the event of default of payment [****] after the date of the
                                         Non-Breaching Party's notice), the Non-Breaching Party may terminate this Agreement by
                                         giving written notice of termination to the Breaching Party. In the event the Breaching
                                         Party indicates in writing that it will be unable or is unwilling to cure the breach,
                                         this Agreement may be terminated by the Non-Breaching Party with immediate effect. 



 


13.1.3.2BII
may terminate this Agreement in the event XYNOMIC or any of its Affiliates directly
or indirectly challenges the validity of the Licensed Patents in a legal proceeding or supports a Third Party in the challenge
of a Licensed Patent in a legal proceeding (in each case before a court of competent jurisdiction).


 


		13.2	Consequences
                                         of Termination. 



 


		13.2.1	Expiration.
                                         Upon expiration of this Agreement, XYNOMIC
                                         shall, on a Product-by-Product and country-by-country basis, retain a perpetual,
                                         fully paid-up, non-exclusive and cost-free right to use the Licensed Know-How solely
                                         for the Products in such country and in the Field.



 


		13.2.2	Termination
                                         for convenience by XYNOMIC or for cause
                                         by BII. If this Agreement is terminated
                                         by XYNOMIC in accordance with Section
                                         13.1.2 or by BII in accordance with
                                         Section 13.1.3, then, to the extent permitted by Applicable Laws:



 


		(I)	[****]



 


		(II)	[****]



 


		(III)	[****]



 


		13.2.2.1	BII
                                         shall
                                         have the right to request in writing [****] after the effective date of
                                         such termination, [****]



 


		13.2.3	Termination
                                         for Cause by XYNOMIC. If this Agreement
                                         is terminated by XYNOMIC in accordance
                                         with Section 13.1.3, the licenses granted by BII
                                         to XYNOMIC hereunder shall continue
                                         in full force and effect, on a perpetual irrevocable basis, sublicenseable in multiple
                                         tiers, in accordance with Section 2; and XYNOMIC
                                         may choose to continue to Develop, Manufacture and Commercialize the Compound
                                         and Products in the Field in the Territory under all rights and licenses granted by BII
                                         hereunder, provided that any subsequent royalty and milestone payment obligations
                                         under Section 8 of this Agreement shall be [****].



 



    24


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17 C.F.R. Section  230.406


    

 


		13.2.4	Accrued
                                         Obligations. Termination of this Agreement for any reason whatsoever shall not relieve
                                         either Party from its obligations (monetary or otherwise) which have accrued prior to,
                                         but remain unsettled or unpaid as of, the date of expiration or termination hereof, or
                                         which accrue thereafter, in accordance with Section 13.2.6 hereof. Upon termination
                                         of this Agreement any accrued payment obligations shall become immediately due and payable.



 


		13.2.5	Termination
                                         for Cause. Termination of this Agreement in accordance with Section 13.1.3
                                         shall not affect or impair the Non-Breaching Party’s right to pursue any legal
                                         remedy, including the right to recover damages, for any harm suffered or incurred by
                                         the Non-Breaching Party as a result of such breach or default.



 


		13.2.6	Survival.
                                         Sections 1, 9, 10, 11, 13.2 and 15.3 through
                                         15.10, inclusive, shall survive the expiration or termination of this Agreement.



 


		14	GOVERNMENT
                                         APPROVALS. 



 


Government
Approvals. As of and after the Effective Date, XYNOMIC will use all Commercially
Reasonable Efforts to obtain all approvals required and make all registrations, filings and applications, to give all notices
and to obtain as soon as practicable all other consents, transfers, approvals, orders, qualifications authorizations, permits
and waivers, if any, and to do all other things necessary or desirable for the consummation of the transactions as contemplated
hereby.


 


		15	GENERAL
                                         PROVISIONS. 



 


		15.1	Assignment.
                                         Any right or obligation of BII under this Agreement may be assigned to and/or exercised
                                         or performed by its Affiliates or Third Parties.



 


		15.2	Except
                                         as expressly provided herein, without the prior written consent of BII, XYNOMIC may not
                                         sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily,
                                         involuntarily, by operation of law or otherwise, this Agreement or any of its rights
                                         or duties hereunder to any Third Party, provided that (a) the assignment of this Agreement
                                         by operation of law pursuant to a merger or consolidation of XYNOMIC with or into any
                                         Third Party shall, regardless of the identity of the surviving entity to such merger
                                         or consolidation, not be deemed an assignment in violation of this Section 15.2,
                                         (b) XYNOMIC, without such consent, may assign its rights and delegate its duties hereunder
                                         to an Affiliate thereof without obtaining such consent, provided that XYNOMIC agrees
                                         to remain primarily (and not secondarily or derivatively) liable for the full and timely
                                         performance by such Affiliate of all its obligations hereunder, and (c) XYNOMIC, without
                                         such consent, may assign its rights and delegate its duties hereunder to a successor
                                         entity or acquirer, provided that XYNOMIC agrees to remain primarily (and not secondarily
                                         or derivatively) liable for the full and timely performance by such assignee of all its
                                         obligations hereunder. Any attempted assignment or delegation in violation of this Section
                                         15.2 shall be void and of no effect.



 


		15.3	All
                                         validly assigned and delegated rights and obligations of the Parties hereunder shall
                                         be binding upon and inure to the benefit of and be enforceable by and against the successors
                                         and permitted assigns of BII or XYNOMIC,
                                         as the case may be.



 



    25


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Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


		15.4	Force
                                         majeure. If the performance of any part of this Agreement by either Party, or any
                                         obligation under this Agreement, is prevented, restricted, interfered with or delayed
                                         by reason of any cause beyond the reasonable control of the Party liable to perform (including
                                         fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines,
                                         war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots,
                                         civil commotion, strikes, lockouts, or other labor disturbances (whether involving the
                                         workforce of the non-performing Party or of any other Person), acts of God or acts, omissions
                                         or delays in acting by any governmental authority (except to the extent such delay results
                                         from the breach by the non-performing Party or any of its Affiliates of any term or condition
                                         of this Agreement)), unless conclusive evidence to the contrary is provided, the Party
                                         so affected shall, upon giving written notice to the other Party, be excused from such
                                         performance to the extent of such prevention, restriction, interference or delay, provided
                                         that the affected Party shall use its commercially reasonable efforts to avoid or remove
                                         such causes of non-performance and shall continue performance with the utmost dispatch
                                         whenever such causes are removed. When such circumstances arise, the Parties shall discuss
                                         what, if any, modification of the terms of this Agreement may be required in order to
                                         arrive at an equitable solution.



 


		15.5	Notices.
                                         All notices hereunder shall be in writing in the English language and shall be delivered
                                         by personal delivery, by registered mail / international courier, or by facsimile and
                                         confirmed by registered mail / international courier on the next Business Day after the
                                         transmission, and shall be deemed given (a) on the date of delivery if delivered by personal
                                         delivery on a Business Day; (b) on the third Business Day from and including the day
                                         of sending in the case of a delivery by registered mail / international courier; or (c)
                                         on the next Business Day following the day of transmission in the case of a delivery
                                         by facsimile (confirmed by a copy sent as provided above). All notices shall be given:



 


if
to BII, addressed to:


 


Boehringer
Ingelheim International GmbH

Strategic Transactions

Binger Str. 173

55216 Ingelheim

Germany

Facsimile: +49 6132 72145855


 


With
a copy to:


 


Head
of Corporate Legal

Address as above


 


if
to XYNOMIC, addressed to:


 


Xynomic
Pharmaceuticals, Inc.

3737 Glenwood Avenue

Suite 100, Office 159

Raleigh, NC 27612

USA

Attention: Mr. Yinglin Mark Xu

Email: mxu@xynomicpharma.com


 


With
a copy to:


 


Xynomic
Pharmaceuticals, Inc.

Suite 4202, K. Wah Centre

1010 Middle Huaihai Road

Shanghai 200031, China

Attention: Mr. Yinglin Mark Xu


 



    26


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Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


		15.6	Governing
                                         law. This Agreement and all disputes arising hereunder, shall be exclusively governed
                                         by, and interpreted and enforced in accordance with the laws of the State of New York,
                                         the United States, without regard to its conflict of law rules; provided, that
                                         all questions concerning the construction or effect of patent applications and patents
                                         shall be determined in accordance with the laws of the country or other jurisdiction
                                         in which the particular patent application or patent has been filed or granted, as the
                                         case may be. The Parties agree to exclude the application to this Agreement of the United
                                         Nations Convention on Contracts for the International Sale of Goods.



 


		15.7	Jurisdiction.
                                         Any controversy or claim arising out of or under this Agreement, or the breach thereof,
                                         which is not settled under the procedures set forth in the appropriate provisions of
                                         Section 8.10 will be finally resolved by binding arbitration, held in New York
                                         City, New York, and administered by the American Arbitration Association under its Commercial
                                         Arbitration Rules.  Judgment on the award rendered by the arbitrator(s) may be entered
                                         in any court having jurisdiction thereof.  If the Parties cannot mutually agree
                                         on a single arbitrator, the Parties will make reasonable efforts to appoint three (3)
                                         arbitrators, who are each mutually acceptable to BII and XYNOMIC,
                                         within [****] of the initiation of the arbitration; in the event they are
                                         unsuccessful and do not agree to extend the time period, the arbitrators will be appointed
                                         in accordance with the rules.  The Parties will share the expenses for the arbitrators,
                                         but will otherwise be responsible for their own fees in relation to such arbitration. 
                                         Until such time as arbitrators are appointed, the Parties may seek judicial relief for
                                         interim measures, such as injunctive relief, in any court having competent jurisdiction.
                                         For clarity, the arbitrators will not have authority or discretion to decide any matter
                                         other than the matter for decision before them, and any such decision will not include
                                         any award or determination which would amend the applicable terms of this Agreement.



 


		15.8	Severability.
                                         If any provision of this Agreement is invalid or unenforceable, the Parties shall
                                         negotiate in good faith a replacement provision that is commercially equivalent, to the
                                         maximum extent permitted by Applicable Laws, to such invalid or unenforceable provision.
                                         The invalidity or unenforceability of any provision of this Agreement shall not affect
                                         the validity or enforceability of the other provisions of this Agreement. Nor shall the
                                         invalidity or unenforceability of any provision of this Agreement in one country or jurisdiction
                                         affect the validity or enforceability of such provision in any other country or jurisdiction
                                         in which such provision would otherwise be valid or enforceable.



 


		15.9	Entire
                                         Agreement and Amendments. This Agreement, together with all Exhibits attached hereto,
                                         constitutes the entire agreement between the Parties regarding the subject matter hereof,
                                         and supersedes all prior agreements, understandings and communications between the Parties,
                                         with respect to the subject matter hereof. No modification or amendment of this Agreement
                                         shall be binding upon the Parties unless in writing and executed by the duly authorized
                                         representative of each of the Parties; this shall also apply to any change of this Section.



 


		15.10	Waivers.
                                         The failure by either Party hereto to assert any of its rights hereunder, including
                                         the right to terminate this Agreement due to a breach or default by the other Party hereto,
                                         shall not be deemed to constitute a waiver by that Party of its right thereafter to enforce
                                         each and every provision of this Agreement in accordance with its terms.



 


		15.11	Independent
                                         Contractors. The Parties are independent contractors and this Agreement shall not
                                         constitute or give rise to an employer-employee, agency, partnership or joint venture
                                         relationship among the Parties and each Party’s performance hereunder is that of
                                         a separate, independent entity.



 


		15.12	Headings.
                                         The headings are placed herein merely as a matter of convenience and shall not affect
                                         the construction or interpretation of any of the provisions of this Agreement.



 


		15.13	Counterparts;
                                         Facsimile Execution. This Agreement may be executed
                                         in two (2) or more counterparts, each of which shall be deemed an original, but all of
                                         which together shall constitute one and the same instrument. This Agreement may be executed
                                         by facsimile or electronically transmitted signatures and such signatures shall be deemed
                                         to bind each Party hereto as if they were original signatures.



 


-
signature page follows –


 




    27


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Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


IN
WITNESS WHEREOF, this Agreement has been signed by the Parties hereto in two originals, each Party acknowledging receipt of one
original.


 


	Boehringer Ingelheim International
    GmbH	 
	 	 
	By: 	/s/ Dorothee Schwall-Rudolph	 	By:	/s/ Dr. Jochen Gann
	Name: 	Dorothee Schwall-Rudolph	 	Name: 	Dr. Jochen Gann
	Title:	Head of Corp. Legal IU	 	Title:	Head of CDept. Finance
	Date:	December 20, 2018	 	Date:	December 20, 2018
	 	 	 	 	 
	Xynomic Pharmaceuticals, Inc.	 	 	 
	 	 	 	 	 
	By:	/s/ Yinglin Mark Xu	 	 	 
	Name:	Yinglin Mark Xu	 	 	 
	 	 	 	 	 
	Title:	Chairman, Chief Executive Officer and President	 	 	 


 


 


 


 


 


 


 


 


 


[Signature
Page to License Agreement]


 




     


    ****Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


Exhibit 1.19


 


Compound


 


“Compound”
means the compound known internally at BII as BI 860585 with a structure set forth below, [****]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit
1.19


 




     


    ****Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


Exhibit 1.20


 


Licensed
Patents


 


[****]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit 1.20 


 





     


    ****Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


Exhibit 3.1


 


Transferred
Data


 


[****]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit
3.1


 




     


    ****Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Section  230.406


    

 


Exhibit 4.2


 


XYNOMIC
BI 860585 Development Plan


 


[****]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit
4.2