Exhibit
10.01


 


Collaboration
Agreement between the Company

and BioPharmaWorks LLC


 


THIS
COLLABORATION AGREEMENT (this “Agreement”) is made and entered into as of September __, 2015 (the “Effective
Date”), by and between Lixte Biotechnology Holdings, Inc., a Delaware corporation (“Lixte”) and BioPharmaWorks
LLC, a Connecticut limited liability company (“BioPharma”) with reference to the following:


 


Lixte
wishes to engage BioPharma to work with Lixte in a collaborative mode to maximize the value of Lixte’s intellectual property,
and, in connection therewith, to provide certain services, as hereinafter defined, and BioPharma has agreed to provide the services
in accordance with the terms and conditions of this Agreement.


 


NOW
THEREFORE, for good and valuable consideration, including the herein promises, covenants, agreements, representations and warranties,
the receipt and legal sufficiency of which is hereby acknowledged, accepted and agreed to, Lixte and BioPharma, intending to be
legally bound, hereby agree as follows:


 


1.BioPharma
hereby agrees to perform the services (the “Services”) as set forth on Schedule A. This Agreement shall
apply to any and all Services performed pursuant hereto. BioPharma shall take all reasonable steps to become knowledgeable with
Lixte’s patent portfolio (currently consisting of 22 issued or pending applications) and additional existing and to be developed
preclinical data on potential drug candidates.


 


2.Unless
sooner terminated pursuant to Section 7 hereof, this Agreement shall be deemed effective as of the Effective Date, and shall continue
in full force and effect for an initial period of two (2) years from such Date and shall automatically renew for subsequent annual
periods unless terminated by a party pursuant to written notice delivered to the other party not less than 60 days prior to the
expiration of the applicable annual period.


 


3.In
consideration of the Services to be rendered hereunder, the following shall apply:


 


(a)Lixte
hereby grants and shall promptly issue to BioPharma 1,000,000 shares of Lixte Common Stock (the “Shares”) vesting
on the Effective Date, it being understood that BioPharma shall have the right to designate up to six employees of BioPharma to
receive up to an aggregate of 60,000 Shares subject to such employees executing a representation letter in form and substance
satisfactory to Lixte.


 


(b)Lixte
hereby grants BioPharma five-year warrants to purchase 1,000,000 Shares (the “Warrants”) in the form of Exhibit
A and Exhibit B attached hereto divided into two tranches:


 


(i)Warrants
to purchase 500,000 shares at $1.00/share vesting on the first anniversary of the Effective Date, provided the Agreement is then
still in force and effect.


 


(ii)Warrants
to purchase 500,000 shares at $2.00/share vesting on the second anniversary of the Effective Date, provided the Agreement is then
still in force and effect.


 


(c)Lixte
shall pay BioPharma a monthly fee of $10,000 payable within fifteen business days after receipt of an invoice from BioPharma,
provided that Lixte shall have the right to cancel the monthly payment plan and negotiate an hourly rate for individual tasks
mutually agreed upon by BioPharma and Lixte.


 






    	 	Exhibit 10.01 - Page 1	 



     


    

 


4.BioPharma
shall keep in strictest confidence and shall not, without the prior written authorization of Lixte, publish, disclose, disseminate
or use for any purpose other than as contemplated by this Agreement any and all information disclosed to or developed by BioPharma
in connection with this Agreement or with providing any Services performed hereunder (collectively the “Information”).
This obligation of non-disclosure and non-use shall not apply to Information which: (i) is, at the time of disclosure or thereafter,
becomes publicly available through no fault of BioPharma; (ii) BioPharma can demonstrate through competent written records was
in its possession before receipt; (iii) is disclosed to BioPharma by a third party with the legal right to do so; or (iv) is required
to be disclosed pursuant to judicial process, court order or administrative request, provided that BioPharma shall so notify Lixte
sufficiently prior to disclosing such Information as to permit Lixte to seek a protective order. BioPharma shall ensure that each
of its employees, subcontractors, consultants, and agents who have access to Information understand the confidential nature thereof
and agree to be bound by the obligations set forth in this Section 4. BioPharma shall not have any publication rights and all
of the same shall belong to Lixte.


 


5.All
information, data, reports, writings, ideas, inventions and other work product, in any form whatsoever, both tangible and intangible,
developed as a result of BioPharma’s performance of the Services (collectively, the “Works”), shall be
the sole and exclusive property of Lixte. BioPharma hereby assigns, and to the extent any such assignment cannot be made at present
hereby agrees to timely assign to Lixte and further agrees to cause its employees to assign to Lixte all rights, title and interest
in and to any such Works. All such assignments now and in the future shall be immediately made when requested by Lixte and shall
be made without any additional consideration or fee. During the term of this Agreement or at any time after the termination thereof,
at the request of Lixte, BioPharma shall make, or cause its employees to make promptly, or cooperate in the making thereof, an
application for United States letters patent and foreign letters patent or for copyright registration on any materials BioPharma
may develop in the course of performing the Services and developing the Works contemplated by this Agreement. Furthermore, BioPharma
shall assign, or shall cause its employees and all others involved with or who participated in providing the Services, to assign,
to Lixte or its designee: (i) any such application for copyright registration or for letters patent and patents issuing thereon;
(ii) any other rights arising out of the Works; and (iii) any other intellectual property rights arising out of or related to
this Agreement.


 


For
avoidance of doubt, BioPharma agrees that any theory, discovery, invention, formulation, know-how, method, technology, development,
confidential information, enhancement, modification, improvement or trade secret owned by or licensed to Lixte as of the Effective
Date or at any time during the Term of this Agreement, shall remain exclusively owned or licensed by Lixte (the “Lixte
Background Intellectual Property”). In addition, any and all discoveries, inventions or improvements thereto, together
with any enhancements, additions, trade secrets or know-how created, developed, conceived or reduced to practice by BioPharma
(whether patentable or not), during the term of this Agreement and in the performance, directly or indirectly, of the Services
(the “Services IP”) shall be solely owned by Lixte, and BioPharma shall execute or cause the execution of any
agreement reasonably requested by Lixte to evidence the foregoing, including, without limitation, obtaining from BioPharma’s
employees or consultants appropriate assignments of Services IP.


 


6.BioPharma
shall be identified on Lixte’s web site and as appropriate in Lixte’s press releases (subject to the reasonable approval
by BioPharma) as a participant and collaborator of Lixte in Lixte’s drug discovery, development and commercialization.


 


7.This
Agreement may be terminated by a party in the event that: (i) the other party becomes insolvent or is unable to pay its debts
as they become due, or a petition in bankruptcy or for reorganization is filed by or against it, or a receiver is appointed of
the whole or any substantial portion of its property; or (ii) the other party is in material breach of its obligations hereunder,
which breach remains uncured for ten (10) business days following receipt of written notice from the other specifying the breach,
then the other party shall have the right to immediately terminate this Agreement, without prejudice to its other rights or remedies,
by written notice of such election.


 






    	 	Exhibit 10.01 - Page 2	 



     


    

 


8.BioPharma
shall perform the Services: (i) in a first class professional manner in accordance with the terms and conditions of this Agreement,
(ii) in conformance with that level of care and skill ordinarily exercised in similar circumstances by providers of the same or
similar services and (iii) in compliance with all applicable federal, state and local laws, rules, regulations, orders, ordinances
and binding obligations. BioPharma warrants that BioPharma is presently, and will remain, for the term of this Agreement and any
extension thereof, free from any commitments or conflicts of interest that would impair BioPharma from rendering its undivided
loyalty to Lixte or providing the Services in an accurate and timely manner as directed by Lixte and shall devote such time and
effort as reasonably required to provide the Services hereunder. BioPharma shall require any subcontractors or consultants retained
to assist BioPharma in the performance of this Agreement to agree to maintain itself free from conflicts of interest pursuant
to terms substantially similar to those set forth in this Section 8.


 


9.BioPharma
shall not subcontract this Agreement or any portion thereof, without the prior written approval of Lixte. Any such approval shall
not relieve BioPharma of its obligations under this Agreement. Further, BioPharma may not assign, delegate or transfer any of
its rights or obligations under this Agreement without the written consent of Lixte. Any attempted assignment, delegation or transfer
in breach of this Section 9 shall be null and void.


 


10.Any
Services performed by BioPharma for Lixte under this Agreement are to be performed by BioPharma in BioPharma’s capacity
as an independent contractor. Neither BioPharma nor its employees, agents or representatives are employees of Lixte, and BioPharma
shall have no right to enter into any agreement which binds or otherwise commits Lixte to any obligation. BioPharma retains the
sole right to hire, discipline, evaluate and terminate its own employees and to set their hours, wages and terms and conditions
of employment in accordance with law and BioPharma’s obligations herein. All income, employment and other similar taxes
required to be withheld and/or paid with respect to all services provided hereunder will be timely paid by BioPharma directly
to the appropriate governmental agency. The employees, representatives or agents of BioPharma are not entitled to and will not
receive from Lixte in connection with the Services, any benefits normally provided by Lixte to its employees. BioPharma agrees
to defend, indemnify and hold Lixte harmless against any claim that Lixte is jointly or severally liable or obligated to BioPharma’s
employees, agents, employees’ representative, a benefit plan or any governmental fund or entity on the basis of a statute,
regulation or common law duty relating to employment.


 


11.Except
as set forth in Schedule A or as otherwise approved by Lixte, BioPharma shall be responsible for all expenses and costs in providing
the Services hereunder.


 


12.All
notices required or permitted hereunder shall be given in writing and sent by facsimile transmission, or mailed postage prepaid
by certified or registered mail, or sent by a nationally recognized express courier service, or hand delivered at the following
addresses:


 


	 	To
    Lixte:	Lixte Biotechnology Holdings,
        Inc.

        248 Route 25A, No. 2

        East Setauket, New York 11733

        Attention: President

        Email: JKovach@Lixte.com

	 	 	 
	 	With
    a copy to:	TroyGould PC

        1801 Century Park East, Suite
        1600

        Los Angeles, California 90067

        Attention: David L. Ficksman,
        Esq.

        Email: DFicksman@TroyGould.com

	 	 	 
	 	To
    BioPharma:	BioPharmaWorks LLC

        1084 Shennecossett Road

        Groton, Connecticut 06340

        Attention: Robert Volkmann

        Email: ravolkmann@gmail.com



 


Any notice, if
mailed properly addressed, postage prepaid, shall be deemed made three (3) days after the date of mailing as indicated on the
certified or registered mail receipt, or on the next business day if sent by express courier service or on the date of delivery
or transmission if hand delivered or sent by electronic transmission.


 






    	 	Exhibit 10.01 - Page 3	 



     


    

 


13.BioPharma
hereby confirms, that the Shares, the Warrants and any shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”) to be issued by BioPharma hereunder will be acquired for investment for BioPharma’s own account, not
as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that BioPharma has no present
intention of selling, granting any participation in, or otherwise distributing the same. BioPharma further represents that BioPharma
does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations
to such person or to any third person, with respect to any of the Shares, the Warrants or the Warrant Shares (collectively, the
“Securities”). BioPharma understands that the Securities have not been, and will not be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of BioPharma’s representations as expressed herein. BioPharma understands that the Securities are “restricted
securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, BioPharma must hold
the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities,
or an exemption from such registration and qualification requirements is available. BioPharma acknowledges that Lixte has no obligation
to register or qualify the Securities for resale. BioPharma further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the Securities, and on requirements relating to Lixte which are outside of BioPharma’s control, and which Lixte
is under no obligation and may not be able to satisfy. BioPharma understands that the Securities may bear a restricted legend
.. BioPharma is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


14.No Shares,
including any Shares issued to employees of BioPharma pursuant to Section 3(a) or transferred pursuant to the provisions of this
Section 14 and the Warrant Shares, may be sold, exchanged, assigned, pledged or otherwise disposed of for a period of two years
from the Effective Date except in connection with estate planning purposes. Notwithstanding the foregoing or the provisions of
Section 13, a portion of the Securities may be transferred by BioPharma to its employees, consultants or members subject to any
such transferee executing a representation letter in form and substance satisfactory to Lixte.


 


15.Any controversy
or dispute arising during under this Agreement, which is not settled between the parties within 30 days, shall be settled by binding
arbitration in New York, New York, according to the commercial arbitration rules of the American Arbitration Association. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to principles
of conflicts of law. In the event of litigation relating to the subject matter of this Agreement (whether in contract, tort, or
otherwise), the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting
therefrom.


 


16.This Agreement
represents the entire understanding of the parties with respect to the subject matter hereof and merge and supersedes all prior
and contemporaneous agreements or understandings, oral or written, with respect thereto. This Agreement shall not be modified
except by a written agreement signed by the parties hereto specifying that it is a modification to the Agreement. The failure
of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive
that party of the right to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in
writing and signed by the party making the waiver. The invalidity or unenforceability of any term or provision of this Agreement
shall not affect the validity or enforceability of any other term or provision hereof. 


 


17.The provisions
of Sections 4, 5, 7, 10, 13, 14 and 15 shall survive the expiration or termination of this Agreement.


 


[Remainder of
Page Intentionally Left Blank]


 




    	 	Exhibit 10.01 - Page 4	 



     


    


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the day
and year first above written, This Agreement may be executed in multiple counterparts which shall be deemed to be an original
and collectively shall constitute one Agreement.


 


	 	Lixte Biotechnology Holdings, Inc.
	 	 	 
	 	By:	 
	 	 	John
    Kovach, M.D.
	 	 	President
    and Chief Executive Officer
	 	 	 
	 	BioPharmaWorks LLC
	 	 	 
	 	By:	 
	 	Name:	Robert
    Volkmann
	 	Title:	Manager



 



    	 	Exhibit 10.01 - Page 5	 



     


    


 


SCHEDULE
A


 


	(1)	Assist
    Lixte with prioritization of steps to commercialize its products.
	 	 
	(2)	Advise
    Lixte as to steps to strengthen its present and future patent portfolio.
	 	 
	(3)	Be
    available for consultation in drug discovery and development ranging from chemical and biochemical characterization to patent
    review as needed by Lixte
	 	 
	(4)	Identify
    providers and oversee the quality and accomplishment of specific tasks needed for meeting the requirements of the FDA and
    the pharmaceutical industry for clinical use and commercialization of new compounds. BioPharma will manage specific projects
    such as the synthesis and evaluation of new compounds by outside experts. The costs of specific physical tasks-drug synthesis
    and biochemical and biological characterization are the responsibility of Lixte.
	 	 
	(5)	Assist
    Lixte in identifying and gaining entrée to large pharmaceutical companies with potential interest in Lixte products.
	 	 
	(6)	Assist
    Lixte in preparing and, as appropriate, delivering presentations concerning Lixte’s products to regulatory agencies,
    pharmaceutical companies, and other interested parties including potential investors. 
	 	 
	(7)	Assist
    in advising the Board of Directors of Lixte with respect to Lixte’s scientific program for a period of up to 3 months
    in the event that the CEO and scientific leader of Lixte is unable to carry out this duty.
	 	 
	(8)	Provide
    a monthly report to Lixte of its activities under this Agreement.


 




    	 	Schedule A to Collaboration Agreement
 Page 1	 



     


    


 


EXHIBIT
A


 


THE WARRANT EVIDENCED OR CONSTITUTED
HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED
OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION
OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144.


 


WARRANT
TO PURCHASE COMMON STOCK


 


OF


 


LIXTE BIOTECHNOLOGY
HOLDINGS, INC.


 


September
14, 2015


 


THIS CERTIFIES THAT, for value received
BioPharmaWorks LLC (“Holder”) is entitled, subject to the terms and conditions of this Warrant, at any time
or from time to time after the first anniversary of the issuance date of this Warrant (the “Effective Date”),
and before 5:00 p.m., Eastern Time, on the fifth (5th) anniversary of the date hereof (the “Expiration Date”),
to purchase from the Company, 500,000 shares of Common Stock of Lixte Biotechnology Holdings, Inc. (the “Company”)
at a price per share equal to $1.00 (the “Purchase Price”). Both the number of shares of Common Stock purchasable
upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein.


 


1.CERTAIN
DEFINITIONS. As used in this Warrant the following terms shall have the following respective meanings:


 


1.1“Fair
Market Value” of a share of Common Stock as of a particular date shall mean:


 


(a)If traded
on a securities exchange or the Nasdaq National Market, the Fair Market Value shall be deemed to be the average of the closing
prices of the Common Stock of the Company on such exchange or market over the five (5) trading days ending immediately prior to
the applicable date of valuation;


 


(b)If actively
traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over the thirty (30)-day
period ending immediately prior to the applicable date of valuation; and


 


(c)If there
is no active public market, the Fair Market Value shall be the value thereof, as agreed upon by the Company and the Holder; provided,
however, that if the Company and the Holder cannot agree on such value, such value shall be determined by an independent valuation
firm experienced in valuing businesses such as the Company and jointly selected in good faith by the Company and the Holder. Fees
and expenses of the valuation firm shall be paid for by the Company.


 


1.2“Registered
Holder” shall mean any Holder in whose name this Warrant is registered upon the books and records maintained by the
Company.


 






    		 Exhibit A to
 Collaboration Agreement
 Page 1	 



     


    

 


1.3“Warrant”
as used herein, shall include this Warrant and any warrant delivered in substitution or exchange therefor as provided herein.


 


1.4“Common
Stock” shall mean the Common Stock of the Company and any other securities at any time receivable or issuable upon exercise
of this Warrant.


 


2.EXERCISE
OF WARRANT.


 


2.1Payment.
Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised,
in whole or in part at any time or from time to time, on or before the Expiration Date by (a) the delivery (including, without
limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as Exhibit A (the “Notice
of Exercise”), duly executed by the Holder, at the principal office of the Company, and (b) as soon as practicable after
such date, surrendering


 


(a)this Warrant
at the principal office of the Company, and


 


(b)payment,
in cash (by check) or by wire transfer, of an amount equal to the product obtained by multiplying the number of shares of Common
Stock being purchased upon such exercise by the then effective Purchase Price (the “Exercise Amount”).


 


2.2Net Issue
Exercise. In lieu of the payment methods set forth in Section 2.1(b) above, the Holder may elect to exchange all or
some of this Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of
exchange. If Holder elects to exchange this Warrant as provided in this Section 2.2, Holder shall tender to the Company the Warrant
for the amount being exchanged, along with written notice of Holder’s election to exchange some or all of the Warrant, and
the Company shall issue to Holder the number of shares of the Common Stock computed using the following formula:


 





	 	X =	Y (A-B)	 
	 	 	A	 


   


	Where:  	X =	the
    number of shares of Common Stock to be issued to Holder.
	 	 	 
	 	Y
    =	the
    number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such
    calculation).
	 	 	 
	 	A
    =	the
    Fair Market Value of one share of the Common Stock.
	 	 	 
	 	B
    =	Purchase
    Price (as adjusted to the date of such calculation).


 


2.3“Easy
Sale” Exercise. In lieu of the payment methods set forth in Section 2.1(b) above, when permitted by law and applicable
regulations (including Nasdaq and NASD rules), the Holder may pay the Purchase Price through a “same day sale” commitment
from the Holder (and if applicable a broker-dealer (a “Dealer”)), whereby the Holder irrevocably elects to
exercise this Warrant and to sell a portion of the shares so purchased to pay the Purchase Price and the Holder (or, if applicable,
a Dealer) commits upon sale (or, in the case of a Dealer, upon receipt) of such shares to forward the Purchase Price directly
to the Company.


 


2.4Stock
Certificates; Fractional Shares. As soon as practicable on or after the date of any exercise of this Warrant, the Company
shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of
whole shares of Common Stock issuable upon such exercise. No fractional shares or scrip representing fractional shares shall be
issued upon an exercise of this Warrant.


 






    		 Exhibit A to
 Collaboration Agreement
 Page 2	 



     


    

 


2.5Partial
Exercise; Effective Date of Exercise. In case of any partial exercise of this Warrant, the Company shall cancel this Warrant
upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the shares of Common
Stock purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on
the date of its surrender for exercise as provided above. The person entitled to receive the shares of Common Stock issuable upon
exercise of this Warrant shall be treated for all purposes as the holder of record of such shares as of the close of business
on the date the Holder is deemed to have exercised this Warrant.


 


2.6Vesting.
This Warrant shall vest fully upon the first anniversary of the date of issuance.


 


3.VALID
ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and
nonassessable, and the Company shall pay all taxes and other governmental charges that may be imposed in respect of the issue
or delivery thereof. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any certificate for shares of Common Stock in any name other than that of the Registered Holder of
this Warrant, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such
tax or other charge has been paid, or it has been established to the Company’s reasonable satisfaction that no tax or other
charge is due.


 


4.ADJUSTMENT
OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares of Common Stock issuable upon exercise of this Warrant (or any
shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are
subject to adjustment upon occurrence of the following events:


 


4.1Adjustment
for Stock Splits, Stock Subdivisions or Combinations of Shares. The Purchase Price of this Warrant shall be proportionally
decreased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities
at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any stock split or subdivision
of the Company’s Common Stock. The Purchase Price of this Warrant shall be proportionally increased and the number of shares
of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) shall be proportionally decreased to reflect any combination of the Company’s Common Stock.


 


4.2Adjustment
for Dividends or Distributions of Stock or Other Securities or Property. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect
to the Common Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) payable in
(a) securities of the Company or (b) assets (excluding cash dividends paid or payable solely out of retained earnings), then,
in each such case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record
date of such dividend or other distribution, shall receive, in addition to the shares of Common Stock (or such other stock or
securities) issuable on such exercise prior to such date, and without the payment of additional consideration therefor, the securities
or such other assets of the Company to which such Holder would have been entitled upon such date if such Holder had exercised
this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise,
retained such shares and all such additional securities or other assets distributed with respect to such shares as aforesaid during
such period giving effect to all adjustments called for by this Section 4.


 






    		 Exhibit A to
 Collaboration Agreement
 Page 3	 



     


    

 


4.3Reclassification.
If the Company, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights
under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification
or other change, and the Purchase Price therefor shall be appropriately adjusted, all subject to further adjustment as provided
in this Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any conversion or redemption of
the Common Stock, which is the subject of Section 4.5.


 


4.4Adjustment
for Capital Reorganization, Merger or Consolidation. In case of any capital reorganization of the capital stock of the Company
(other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or
consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company
then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period
specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property
of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger,
sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer,
all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall
similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable
to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application
of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that
the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or
other property deliverable after that event upon exercise of this Warrant.


 


4.5Conversion
of Common Stock. In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed
or converted or reclassified into other securities or property pursuant to the Company’s Certificate of Incorporation or
otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof
at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the “Termination
Date”), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise
immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised
in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all
subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted to equal
the quotient obtained by dividing (x) the aggregate Purchase Price of the maximum number of shares of Common Stock for which this
Warrant was exercisable immediately prior to the Termination Date by (y) the number of shares of Common Stock of the Company for
which this Warrant is exercisable immediately after the Termination Date, all subject to further adjustment as provided herein.


 






    		 Exhibit A to
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5.CERTIFICATE
AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase Price, or number or type of shares issuable upon exercise
of this Warrant, the Chief Financial Officer or Controller of the Company shall compute such adjustment in accordance with the
terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such
adjustment is based, including a statement of the adjusted Purchase Price. The Company shall promptly send (by facsimile and by
either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to the Holder.


 


6.LOSS
OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction
or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.


 


7.RESERVATION
OF COMMON STOCK. The Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise
of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company as are from time to time
issuable upon exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation
to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant. All such shares shall be duly
authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all
liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights,
except encumbrances or restrictions arising under federal or state securities laws. Issuance of this Warrant shall constitute
full authority to the Company’s Officers who are charged with the duty of executing stock certificates to execute and issue
the necessary certificates for shares of Common Stock upon the exercise of this Warrant.


 


8.TRANSFER
AND EXCHANGE. Subject to the terms and conditions of this Warrant and compliance with all applicable securities laws, this
Warrant and all rights hereunder may be transferred to any Registered Holder’s parent, subsidiary or affiliate, in whole
or in part, on the books of the Company maintained for such purpose at the principal office of the Company referred to above,
by the Registered Holder hereof in person, or by duly authorized attorney, upon surrender of this Warrant properly endorsed and
upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any permitted partial
transfer, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants with respect to the shares of
Common Stock not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that
when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, and all
other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the
rights represented hereby, any notice to the contrary notwithstanding; provided, however, that until a transfer of this
Warrant is duly registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all
purposes. Any other transfer shall require the approval of the Company in its sole discretion.


 


9.RESTRICTIONS
ON TRANSFER. The Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with the Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”) covering the disposition or sale of this Warrant or the Common Stock issued or issuable upon exercise hereof,
as the case may be, and registration or qualification under applicable state securities laws, such Holder will not sell, transfer,
pledge, or hypothecate any or all of this Warrant or such Common Stock, as the case may be, unless either (i) the Company has
received an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration
is not required in connection with such disposition or (ii) the sale of such securities is made pursuant to SEC Rule 144. Notwithstanding
the foregoing, it is understood that the Holder may transfer a portion of this Warrant to employees or consultants of Holder.


 






    		 Exhibit A to
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10.COMPLIANCE
WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that any shares
of stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to, or for sale in
connection with, any distribution thereof; that the Holder has had such opportunity as such Holder has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of
its investment in the Company; that the Holder is able to bear the economic risk of holding such shares as may be acquired pursuant
to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant
to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to exercise
by the Holder of the registration rights, if any, granted to the Registered Holder) and will be “restricted securities”
within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available
for at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise
of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock,
adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied
with; and that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant or upon
conversion of such shares may have affixed thereto a legend substantially in the following form:


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


11.NO
RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company. In the absence of affirmative action by such Holder to purchase Common Stock by exercise of this Warrant
or Common Stock upon conversion thereof, no provisions of this Warrant, and no enumeration herein of the rights or privileges
of the Holder hereof shall cause such Holder hereof to be a stockholder of the Company for any purpose.


 






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12.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Holder that:


 


12.1Due
Authorization; Consents. All corporate action on the part of the Company, its officers, directors and stockholders necessary
for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under, this Warrant,
and (b) the authorization, issuance, reservation for issuance and delivery of all of the Common Stock issuable upon exercise of
this Warrant, has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance
with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar
laws affecting creditors’ rights generally and to general equitable principles. All consents, approvals and authorizations
of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third
party, required in connection with the execution, delivery and performance of this Warrant and the consummation of the transactions
contemplated hereby and thereby have been obtained.


 


12.2Organization.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and
has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and
as currently proposed to be conducted.


 


12.3Valid
Issuance of Stock. The outstanding shares of the capital stock of the Company are duly and validly issued, fully paid and
nonassessable, and such shares, and all outstanding options and other securities of the Company, have been issued in full compliance
with the registration and prospectus delivery requirements of the Securities Act and the registration and qualification requirements
of all applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions of applicable
federal and state securities laws, including without limitation, anti-fraud provisions.


 


12.4Governmental
Consents. All consents, approvals, orders, authorizations or registrations, qualifications, declarations or filings with any
federal or state governmental authority on the part of the Company required in connection with the consummation of the transactions
contemplated herein shall have been obtained prior to and be effective as of the Effective Date.


 


13.NOTICES.
Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement
shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when
received when sent by facsimile at the address and number set forth below; (c) three business days after deposit in the U.S. mail
with first class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below; or (d)
the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set
forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from
the delivery service provider.


 


	To
    the Company:	To
    the Holder:
	 	 
	Lixte
    Biotechnology Holdings, Inc.	The
    address on the signature page hereto
	248
    Route 25A, No. 2	 
	East
    Setauket, New York 11733	 
	Attn:
    John S. Kovach	 


 


Each person making a communication
hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication
made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication.
A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section
13 by giving the other party written notice of the new address in the manner set forth above.


 






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14.HEADINGS.
The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part hereof.


 


15.LAW
GOVERNING. This Warrant shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware,
with regard to conflict of law principles of such state.


 


16.NO
IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered
Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase
the par value of any shares of stock issuable upon the exercise of this Warrant above the amount payable therefor upon such exercise,
and (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon exercise of this Warrant.


 


17.NOTICES
OF RECORD DATE. In case:


 


17.1the Company
shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for
or purchase any shares of stock of any class or any other securities or to receive any other right; or


 


17.2of any
consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification
of the capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation
in which holders of the Company’s stock are to receive stock, securities or property of another corporation; or


 


17.3of any
voluntary dissolution, liquidation or winding-up of the Company; or


 


17.4of any
redemption or conversion of all outstanding Common Stock;


 


then, and in each such case, the
Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion
is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities
as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or
such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. The Company shall use all reasonable efforts to ensure such notice
shall be delivered at least thirty (30) days prior to the date therein specified.


 


18.SEVERABILITY.
If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.


 






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19.COUNTERPARTS.
For the convenience of the parties, any number of counterparts of this Warrant may be executed by the parties hereto and each
such executed counterpart shall be, and shall be deemed to be, an original instrument.


 


20.NO
INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to
its securities which is inconsistent with the rights granted to the Holders of this Warrant or otherwise conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted
to holders of the Company’s securities under any other agreements, except rights that have been waived.


 


21.SATURDAYS,
SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. the next business day.


 





22.ENTIRE
AGREEMENT. This Warrant contains the sole and entire agreement and understanding of the parties with respect to the entire
subject matter of this Warrant, and any and all prior discussions, negotiations, commitments and understandings, whether oral
or otherwise, related to the subject matter of this Warrant are hereby merged herein.


 


[Signatures
appear on following page.]


 




    		 Exhibit A to
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IN WITNESS
WHEREOF, the parties hereto have executed this Warrant as of the Effective Date.


 


	Holder:		 	Lixte Biotechnology Holdings,
    Inc. 
	 	 	 	 	 
	BioPharmaWorks LLC	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	Robert
    Volkmann	 	 	John
    S. Kovach
	 	Manager	 	 	President



 


	Address:	1084
    Shennecossett Road
	 	Groton,
    Connecticut 06340


 


SIGNATURE PAGE
TO WARRANT TO PURCHASE COMMON STOCK


 




    		 Exhibit A to
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Exhibit
A


 


NOTICE OF
EXERCISE


 


(To be executed
upon exercise of Warrant)


 


LIXTE BIOTECHNOLOGY HOLDINGS, INC.


 


The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, the securities
of the Company, as provided for therein, and (check the applicable box):


 


	[  ]	tenders herewith payment
    of the exercise price in full in the form of cash or a certified or official bank check in same-day funds in the amount of
    $____________ for _________ such securities.
	 	 
	[  ]	elects the [Net Issue
    Exercise][Easy Sale Exercise] option pursuant to Section 2.2 or 2.3 of the Warrant, and accordingly requests delivery of a
    net of ______________ of such securities.


 


Please issue a certificate or certificates
for such securities in the name of, and pay any cash for any fractional share to (please print name, address and social security
number):


 


	Name:	 
	 	 
	Address:	 
	 	 
	Signature:	 





 


Note: The above signature should
correspond exactly with the name on the first page of this Warrant Certificate or with the name of the assignee appearing in the
assignment form below.


 


If said number of shares shall not
be all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder rounded up to the next higher whole number of shares.


 




    		 Exhibit A to
 EXHIBIT A to
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Exhibit
B


 


ASSIGNMENT


 


(To be executed
only upon assignment of Warrant Certificate)


 


For value received, hereby sells,
assigns and transfers unto ____________________________ the within Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant Certificate
on the books of the within-named Company with respect to the number of Warrants set forth below, with full power of substitution
in the premises:


  


	Name(s) of Assignee(s)	 	Address	 	# of Warrants
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 


And if said number of Warrants shall
not be all the Warrants represented by the Warrant Certificate, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the Warrants registered by said Warrant Certificate.


 





	Dated:	 
	 	 
	Signature:	 





 


Notice: The signature to the foregoing
Assignment must correspond to the name as written upon the face of this security in every particular, without alteration or any
change whatsoever; signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and
Exchange Commission Rule 17Ad-15.


 




    		 Exhibit B to
 EXHIBIT A to
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EXHIBIT
B


 


THE WARRANT EVIDENCED OR CONSTITUTED
HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED
OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION
OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SEC RULE 144.


 


WARRANT
TO PURCHASE COMMON STOCK


 


OF


 


LIXTE BIOTECHNOLOGY
HOLDINGS, INC.





September 14, 2015


 


THIS CERTIFIES THAT, for value received
BioPharmaWorks LLC (“Holder”) is entitled, subject to the terms and conditions of this Warrant, at any time
or from time to time after the second anniversary of the issuance date of this Warrant (the “Effective Date”),
and before 5:00 p.m., Eastern Time, on the fifth (5th) anniversary of the date hereof (the “Expiration Date”),
to purchase from the Company, 500,000 shares of Common Stock of Lixte Biotechnology Holdings, Inc. (the “Company”)
at a price per share equal to $2.00 (the “Purchase Price”). Both the number of shares of Common Stock purchasable
upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein.


 


1.CERTAIN
DEFINITIONS. As used in this Warrant the following terms shall have the following respective meanings:


 


1.1“Fair
Market Value” of a share of Common Stock as of a particular date shall mean:


 


(a)If traded
on a securities exchange or the Nasdaq National Market, the Fair Market Value shall be deemed to be the average of the closing
prices of the Common Stock of the Company on such exchange or market over the five (5) trading days ending immediately prior to
the applicable date of valuation;


 


(b)If actively
traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over the thirty (30)-day
period ending immediately prior to the applicable date of valuation; and


 


(c)If there
is no active public market, the Fair Market Value shall be the value thereof, as agreed upon by the Company and the Holder; provided,
however, that if the Company and the Holder cannot agree on such value, such value shall be determined by an independent valuation
firm experienced in valuing businesses such as the Company and jointly selected in good faith by the Company and the Holder. Fees
and expenses of the valuation firm shall be paid for by the Company.


 


1.2“Registered
Holder” shall mean any Holder in whose name this Warrant is registered upon the books and records maintained by the
Company.


 






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1.3“Warrant”
as used herein, shall include this Warrant and any warrant delivered in substitution or exchange therefor as provided herein.


 


1.4“Common
Stock” shall mean the Common Stock of the Company and any other securities at any time receivable or issuable upon exercise
of this Warrant.


 


2.EXERCISE
OF WARRANT.


 


2.1Payment.
Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised,
in whole or in part at any time or from time to time, on or before the Expiration Date by (a) the delivery (including, without
limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as Exhibit A (the “Notice
of Exercise”), duly executed by the Holder, at the principal office of the Company, and (b) as soon as practicable after
such date, surrendering


 


(a)this Warrant
at the principal office of the Company, and


 


(b)payment,
in cash (by check) or by wire transfer, of an amount equal to the product obtained by multiplying the number of shares of Common
Stock being purchased upon such exercise by the then effective Purchase Price (the “Exercise Amount”).


 


2.2Net Issue
Exercise. In lieu of the payment methods set forth in Section 2.1(b) above, the Holder may elect to exchange all or
some of this Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of
exchange. If Holder elects to exchange this Warrant as provided in this Section 2.2, Holder shall tender to the Company the Warrant
for the amount being exchanged, along with written notice of Holder’s election to exchange some or all of the Warrant, and
the Company shall issue to Holder the number of shares of the Common Stock computed using the following formula:


 




	 	X =	Y (A-B)	 
	 	 	A	 


  


	Where:  	 X =	the number of shares of Common Stock to be issued to Holder.
	 	 	 
	 	Y =	the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation).
	 	 	 
	 	A =	the Fair Market Value of one share of the Common Stock.
	 	 	 
	 	B =	Purchase Price (as adjusted to the date of such calculation).


  


2.3“Easy
Sale” Exercise. In lieu of the payment methods set forth in Section 2.1(b) above, when permitted by law and applicable
regulations (including Nasdaq and NASD rules), the Holder may pay the Purchase Price through a “same day sale” commitment
from the Holder (and if applicable a broker-dealer (a “Dealer”)), whereby the Holder irrevocably elects to
exercise this Warrant and to sell a portion of the shares so purchased to pay the Purchase Price and the Holder (or, if applicable,
a Dealer) commits upon sale (or, in the case of a Dealer, upon receipt) of such shares to forward the Purchase Price directly
to the Company.


 


2.4Stock
Certificates; Fractional Shares. As soon as practicable on or after the date of any exercise of this Warrant, the Company
shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of
whole shares of Common Stock issuable upon such exercise. No fractional shares or scrip representing fractional shares shall be
issued upon an exercise of this Warrant.


 






    		 Exhibit B to
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2.5Partial
Exercise; Effective Date of Exercise. In case of any partial exercise of this Warrant, the Company shall cancel this Warrant
upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the shares of Common
Stock purchasable hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on
the date of its surrender for exercise as provided above. The person entitled to receive the shares of Common Stock issuable upon
exercise of this Warrant shall be treated for all purposes as the holder of record of such shares as of the close of business
on the date the Holder is deemed to have exercised this Warrant.


 


2.6Vesting.
This Warrant shall vest fully upon the second anniversary of the date of issuance, provided the Collaboration Agreement dated
as of the date hereof between the Company and Holder is then in full force and effect.








 


3.VALID
ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and
nonassessable, and the Company shall pay all taxes and other governmental charges that may be imposed in respect of the issue
or delivery thereof. The Company shall not be required to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any certificate for shares of Common Stock in any name other than that of the Registered Holder of
this Warrant, and in such case the Company shall not be required to issue or deliver any stock certificate or security until such
tax or other charge has been paid, or it has been established to the Company’s reasonable satisfaction that no tax or other
charge is due.


 


4.ADJUSTMENT
OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares of Common Stock issuable upon exercise of this Warrant (or any
shares of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are
subject to adjustment upon occurrence of the following events:








 


4.1Adjustment
for Stock Splits, Stock Subdivisions or Combinations of Shares. The Purchase Price of this Warrant shall be proportionally
decreased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities
at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any stock split or subdivision
of the Company’s Common Stock. The Purchase Price of this Warrant shall be proportionally increased and the number of shares
of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) shall be proportionally decreased to reflect any combination of the Company’s Common Stock.


 


4.2Adjustment
for Dividends or Distributions of Stock or Other Securities or Property. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect
to the Common Stock (or any shares of stock or other securities at the time issuable upon exercise of the Warrant) payable in
(a) securities of the Company or (b) assets (excluding cash dividends paid or payable solely out of retained earnings), then,
in each such case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record
date of such dividend or other distribution, shall receive, in addition to the shares of Common Stock (or such other stock or
securities) issuable on such exercise prior to such date, and without the payment of additional consideration therefor, the securities
or such other assets of the Company to which such Holder would have been entitled upon such date if such Holder had exercised
this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise,
retained such shares and all such additional securities or other assets distributed with respect to such shares as aforesaid during
such period giving effect to all adjustments called for by this Section 4.


 






    		 Exhibit B to
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4.3Reclassification.
If the Company, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights
under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification
or other change, and the Purchase Price therefor shall be appropriately adjusted, all subject to further adjustment as provided
in this Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any conversion or redemption of
the Common Stock, which is the subject of Section 4.5.


 


4.4Adjustment
for Capital Reorganization, Merger or Consolidation. In case of any capital reorganization of the capital stock of the Company
(other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or
consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company
then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period
specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or property
of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation, merger,
sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or transfer,
all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4.4 shall
similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share consideration payable
to the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application
of the provisions of this Warrant with respect to the rights and interests of the Holder after the transaction, to the end that
the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or
other property deliverable after that event upon exercise of this Warrant.


 


4.5Conversion
of Common Stock. In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed
or converted or reclassified into other securities or property pursuant to the Company’s Certificate of Incorporation or
otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof
at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the “Termination
Date”), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise
immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised
in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all
subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted to equal
the quotient obtained by dividing (x) the aggregate Purchase Price of the maximum number of shares of Common Stock for which this
Warrant was exercisable immediately prior to the Termination Date by (y) the number of shares of Common Stock of the Company for
which this Warrant is exercisable immediately after the Termination Date, all subject to further adjustment as provided herein.


 






    		 Exhibit B to
 Collaboration Agreement
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5.CERTIFICATE
AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase Price, or number or type of shares issuable upon exercise
of this Warrant, the Chief Financial Officer or Controller of the Company shall compute such adjustment in accordance with the
terms of this Warrant and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such
adjustment is based, including a statement of the adjusted Purchase Price. The Company shall promptly send (by facsimile and by
either first class mail, postage prepaid or overnight delivery) a copy of each such certificate to the Holder.


 


6.LOSS
OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction
or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.


 


7.RESERVATION
OF COMMON STOCK. The Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise
of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company as are from time to time
issuable upon exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation
to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant. All such shares shall be duly
authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all
liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights,
except encumbrances or restrictions arising under federal or state securities laws. Issuance of this Warrant shall constitute
full authority to the Company’s Officers who are charged with the duty of executing stock certificates to execute and issue
the necessary certificates for shares of Common Stock upon the exercise of this Warrant.


 


8.TRANSFER
AND EXCHANGE. Subject to the terms and conditions of this Warrant and compliance with all applicable securities laws, this
Warrant and all rights hereunder may be transferred to any Registered Holder’s parent, subsidiary or affiliate, in whole
or in part, on the books of the Company maintained for such purpose at the principal office of the Company referred to above,
by the Registered Holder hereof in person, or by duly authorized attorney, upon surrender of this Warrant properly endorsed and
upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any permitted partial
transfer, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants with respect to the shares of
Common Stock not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that
when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, and all
other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the
rights represented hereby, any notice to the contrary notwithstanding; provided, however, that until a transfer of this
Warrant is duly registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all
purposes. Any other transfer shall require the approval of the Company in its sole discretion.


 


9.RESTRICTIONS
ON TRANSFER. The Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with the Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities
Act”) covering the disposition or sale of this Warrant or the Common Stock issued or issuable upon exercise hereof,
as the case may be, and registration or qualification under applicable state securities laws, such Holder will not sell, transfer,
pledge, or hypothecate any or all of this Warrant or such Common Stock, as the case may be, unless either (i) the Company has
received an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration
is not required in connection with such disposition or (ii) the sale of such securities is made pursuant to SEC Rule 144. Notwithstanding
the foregoing, it is understood that the Holder may transfer a portion of this Warrant to employees or consultants of Holder.


 






    		 Exhibit B to
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10.COMPLIANCE
WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that any shares
of stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to, or for sale in
connection with, any distribution thereof; that the Holder has had such opportunity as such Holder has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of
its investment in the Company; that the Holder is able to bear the economic risk of holding such shares as may be acquired pursuant
to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant
to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to exercise
by the Holder of the registration rights, if any, granted to the Registered Holder) and will be “restricted securities”
within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available
for at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise
of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock,
adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied
with; and that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant or upon
conversion of such shares may have affixed thereto a legend substantially in the following form:


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


11.NO
RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company. In the absence of affirmative action by such Holder to purchase Common Stock by exercise of this Warrant
or Common Stock upon conversion thereof, no provisions of this Warrant, and no enumeration herein of the rights or privileges
of the Holder hereof shall cause such Holder hereof to be a stockholder of the Company for any purpose.


 






    		 Exhibit B to
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12.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Holder that:


 


12.1Due
Authorization; Consents. All corporate action on the part of the Company, its officers, directors and stockholders necessary
for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under, this Warrant,
and (b) the authorization, issuance, reservation for issuance and delivery of all of the Common Stock issuable upon exercise of
this Warrant, has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance
with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar
laws affecting creditors’ rights generally and to general equitable principles. All consents, approvals and authorizations
of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third
party, required in connection with the execution, delivery and performance of this Warrant and the consummation of the transactions
contemplated hereby and thereby have been obtained.


 


12.2Organization.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and
has all requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and
as currently proposed to be conducted.


 


12.3Valid
Issuance of Stock. The outstanding shares of the capital stock of the Company are duly and validly issued, fully paid and
nonassessable, and such shares, and all outstanding options and other securities of the Company, have been issued in full compliance
with the registration and prospectus delivery requirements of the Securities Act and the registration and qualification requirements
of all applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions of applicable
federal and state securities laws, including without limitation, anti-fraud provisions.


 


12.4Governmental
Consents. All consents, approvals, orders, authorizations or registrations, qualifications, declarations or filings with any
federal or state governmental authority on the part of the Company required in connection with the consummation of the transactions
contemplated herein shall have been obtained prior to and be effective as of the Effective Date.


 


13.NOTICES.
Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement
shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when
received when sent by facsimile at the address and number set forth below; (c) three business days after deposit in the U.S. mail
with first class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below; or (d)
the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set
forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from
the delivery service provider.


 


	To
    the Company:	To
    the Holder:
	 	 
	Lixte Biotechnology
    Holdings, Inc.	The address on
    the signature page hereto
	248 Route 25A,
    No. 2	 
	East Setauket,
    New York 11733	 
	Attn: John S.
    Kovach	 


 


Each person making a communication
hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication
made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication.
A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section
13 by giving the other party written notice of the new address in the manner set forth above.


 






    		 Exhibit B to
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14.HEADINGS.
The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part hereof.


 


15.LAW
GOVERNING. This Warrant shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware,
with regard to conflict of law principles of such state.


 


16.NO
IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered
Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase
the par value of any shares of stock issuable upon the exercise of this Warrant above the amount payable therefor upon such exercise,
and (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon exercise of this Warrant.


 


17.NOTICES
OF RECORD DATE. In case:


 


17.1the Company
shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for
or purchase any shares of stock of any class or any other securities or to receive any other right; or


 


17.2of any
consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification
of the capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation
in which holders of the Company’s stock are to receive stock, securities or property of another corporation; or


 


17.3of any
voluntary dissolution, liquidation or winding-up of the Company; or


 


17.4of any
redemption or conversion of all outstanding Common Stock;


 


then, and in each such case, the
Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion
is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities
as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or
such other stock or securities), for securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. The Company shall use all reasonable efforts to ensure such notice
shall be delivered at least thirty (30) days prior to the date therein specified.


 


18.SEVERABILITY.
If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Warrant shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.


 






    		 Exhibit B to
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19.COUNTERPARTS.
For the convenience of the parties, any number of counterparts of this Warrant may be executed by the parties hereto and each
such executed counterpart shall be, and shall be deemed to be, an original instrument.


 


20.NO
INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to
its securities which is inconsistent with the rights granted to the Holders of this Warrant or otherwise conflicts with the provisions
hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted
to holders of the Company’s securities under any other agreements, except rights that have been waived.


 


21.SATURDAYS,
SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. the next business day.


 


22.ENTIRE
AGREEMENT. This Warrant contains the sole and entire agreement and understanding of the parties with respect to the entire
subject matter of this Warrant, and any and all prior discussions, negotiations, commitments and understandings, whether oral
or otherwise, related to the subject matter of this Warrant are hereby merged herein.


 


[Signatures
appear on following page.]


 




    		 Exhibit B to
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 Page 9	 



     


    


 


IN WITNESS
WHEREOF, the parties hereto have executed this Warrant as of the Effective Date.


  


	Holder:	 	Lixte Biotechnology Holdings, Inc.
	 	 	 
	BioPharmaWorks LLC	 	 
	 	 	 
	By:	 	 	By:	 
	 	Robert Volkmann	 	 	John S. Kovach
	 	Manager	 	 	President



 


	Address:	1084 Shennecossett Road
	 	Groton, Connecticut 06340


 





SIGNATURE PAGE
TO WARRANT TO PURCHASE COMMON STOCK


 




    		 Exhibit B to
 Collaboration Agreement
 Page 10	 



     


    


 


Exhibit
A


 


NOTICE OF
EXERCISE


 


(To be executed
upon exercise of Warrant)


 


LIXTE BIOTECHNOLOGY HOLDINGS, INC.


 


The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder, the securities
of the Company, as provided for therein, and (check the applicable box):


 


	[  ]	tenders herewith payment
    of the exercise price in full in the form of cash or a certified or official bank check in same-day funds in the amount of
    $____________ for _________ such securities.
	 	 
	[  ]	elects the [Net Issue
    Exercise][Easy Sale Exercise] option pursuant to Section 2.2 or 2.3 of the Warrant, and accordingly requests delivery of a
    net of ______________ of such securities.


 


Please issue a certificate or certificates
for such securities in the name of, and pay any cash for any fractional share to (please print name, address and social security
number):


 





	Name:	 
	 	 
	Address:	 
	 	 
	Signature:	 





 


Note: The above signature should
correspond exactly with the name on the first page of this Warrant Certificate or with the name of the assignee appearing in the
assignment form below.


 


If said number of shares shall not
be all the shares purchasable under the within Warrant Certificate, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder rounded up to the next higher whole number of shares.


 






    		 Exhibit A to
 EXHIBIT B to
 Collaboration Agreement
 Page 1	 



     


    

 








Exhibit
B


 


ASSIGNMENT


 


(To be executed
only upon assignment of Warrant Certificate)


 


For value received, hereby sells,
assigns and transfers unto ____________________________ the within Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant Certificate
on the books of the within-named Company with respect to the number of Warrants set forth below, with full power of substitution
in the premises:


 





	Name(s) of Assignee(s)	 	Address	 	# of Warrants
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  


And if said number of Warrants shall
not be all the Warrants represented by the Warrant Certificate, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the Warrants registered by said Warrant Certificate.


 





	Dated:	 
	 	 
	Signature:	 





 


Notice: The signature
to the foregoing Assignment must correspond to the name as written upon the face of this security in every particular, without
alteration or any change whatsoever; signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers,
savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant
to Securities and Exchange Commission Rule 17Ad-15.


 









    		 Exhibit B to
 EXHIBIT B to
 Collaboration Agreement
 Page 1