Portions of this document have been redacted
pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “*”.


 


Ver. EQ. 10/15/10


 


MASSACHUSETTS INSTITUTE
OF TECHNOLOGY


 


AND


 


ENUMERAL BIOMEDICAL
CORP


 


EXCLUSIVE PATENT LICENSE
AGREEMENT


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	RECITALS	1
	1.  Definitions.	3
	2.  Grant of Rights.	13
	3.  COMPANY Diligence Obligations.	17
	4.  Royalties and Payment Terms.	21
	5.  Reports and Records.	32
	6.  Patent Prosecution.	36
	7.  Infringement.	37
	8.  Indemnification and Insurance	40
	9.  No Representations or Warranties	43
	10.  Assignment.	43
	11.  General Compliance with Laws	44
	12.  Termination	46
	13.  Dispute Resolution.	48
	14.  Miscellaneous.	49
	APPENDIX A	54
	APPENDIX B	55
	APPENDIX C	56
	APPENDIX D	57
	EXHIBIT A-1	1
	EXHIBIT A-2	3
	EXHIBIT B-1	5
	EXHIBIT B-2	6


  




    	ii



    	 



    

 


Portions of this document have been redacted
pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “*”.


 


Ver. EQ. 10/15/10


 


MASSACHUSETTS INSTITUTE OF TECHNOLOGY


EXCLUSIVE PATENT LICENSE AGREEMENT


 


This Agreement, effective as of the date set
forth above the signatures of the parties below (the "EFFECTIVE DATE"), is between the Massachusetts Institute of Technology
("M.I.T."), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307
and Enumeral Biomedical Corp., Inc. ("COMPANY"), a Delaware corporation, with a principal place of business at 1450
Broadway, 24th Floor, New York, NY 10018.


 


RECITALS


 


WHEREAS, M.I.T. is the owner or joint owner
of certain PATENT RIGHTS (as later defined herein) relating to M.I.T. Case No. 12967W, "Method for Screening Libraries
of Enzymes with Improved Catalytic Properties or Altered Substrate Specificity Using Microwells for the Spatial Separation of
Cells Producing the Enzymes", by John Christopher Love and Kerry Routenberg Love; M.I.T. Case No. 13528, "Method
for Diagnosing Allergic Reactions", by Qing Han, John Christopher Love and Vinay Tripuraneni; M.I.T. Case No. 13529,
"Method for Detecting Active and Latent Virally Infected Cells", by Yuan Gong and John Christopher. Love; M.I.T.
Case No. 13546, "Method for Assessing Cytotoxicity of Single Cells", by Boris Julg, John Christopher Love and Navin
Varadarajan; and M.I.T. Case No. 13627, "Composition of an Array of Microwells with an Integrated Microfluidic System",
by John Christopher Love, Eliseo Papa and Craig M. Story, and has the right to grant licenses under said PATENT RIGHTS;


 


WHEREAS, M.I.T. and the Whitehead Institute
of Biomedical Research (hereinafter “Whitehead”) jointly own certain of the PATENT RIGHTS relating to M.I.T. Case
No. 12967W, "Method for Screening Libraries of Enzymes with Improved Catalytic Properties or Altered Substrate Specificity
Using Microwells for the Spatial Separation of Cells Producing the Enzymes", by John Christopher Love and Kerry Routenberg
Love, and have signed a Joint Invention Agreement, effective August 25, 2008, and amended by a First Amendment effective July
29, 2009, that appoints M.I.T. as the sole agent for licensing such PATENT RIGHTS and which has not been terminated and is still
in effect and valid; and


 




    	 



    	 



    

 


WHEREAS, M.I.T. and the General Hospital Corporation,
doing business as Massachusetts General Hospital, (hereinafter “Hospital”) jointly own certain of the PATENT RIGHTS
relating to M.I.T. Case No. 13546, "Method for Assessing Cytotoxicity of Single Cells", by Boris Julg, John Christopher
Love and Navin Varadarajan, and have signed a Joint Invention Administration Agreement, effective December 10, 2010, that appoints
M.I.T. as the exclusive agent for licensing such PATENT RIGHTS and which has not been terminated and is still in effect and valid;
and


 


WHEREAS, the President and Fellows of Harvard
College (hereinafter “Harvard”), is the owner of certain of the PATENT RIGHTS relating to M.I.T. Case No. 12393Q,
"Screening Assays and Methods", by John Christopher Love, Hidde L. Ploegh and Jehnna Ronan (Harvard Reference HU-2514)
(the “HARVARD PATENT RIGHTS” as later defined herein); and


 


WHEREAS, M.I.T. and Harvard have signed an
Inter-Institutional Agreement, dated May 17, 2010, and amended by a Letter Amendment dated December 1, 2010, that appoints M.I.T.
as the exclusive agent for licensing the HARVARD PATENT RIGHTS, which has not been terminated and which is still in effect and
binding;


 


WHEREAS, John Christopher Love and Kerry Routenberg
Love, inventors of certain of the PATENT RIGHTS and current employees of M.I.T., have or will shortly acquire equity in COMPANY,
the Conflict Avoidance Statement of John Christopher Love and Kerry Routenberg Love are attached as Exhibits A-1 and A-2
hereto;


 


WHEREAS, John Christopher Love and Kerry Routenberg
Love, inventors of certain of the PATENT RIGHTS, have or will shortly acquire equity in COMPANY not resulting from this Agreement,
the Inventor/Author Acknowledgment of No Equity Distribution in M.I.T.'s institutional equity share of John Christopher Love and
Kerry Routenberg Love are attached as Exhibits B-1 and B-2 hereto;


 


WHEREAS, M.I.T.'s Vice President for Research
has approved that John Christopher Love, an inventor of the PATENT RIGHTS, now holds or shall shortly acquire equity in COMPANY
and that M.I.T. is accepting equity as partial consideration for the rights and licenses granted under this Agreement;


 




    	2



    	 



    

 


WHEREAS, M.I.T., for itself and on behalf of
HARVARD, WHITEHEAD, and HOSPITAL, desires to have the PATENT RIGHTS developed and commercialized to benefit the public and is
willing to grant a license thereunder;


 


WHEREAS, COMPANY has represented to M.I.T.,
to induce M.I.T. to enter into this Agreement, that, subject to the terms and conditions hereof, COMPANY shall commit itself to
a diligent program of exploiting the PATENT RIGHTS so that public utilization shall result therefrom; and


 


WHEREAS, COMPANY desires to obtain a license
under the PATENT RIGHTS upon the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, M.I.T., for itself and on behalf
of the Hospital, Whitehead and Harvard, and COMPANY hereby agree as follows:


 


1. Definitions.


 


1.1     "AFFILIATE"
shall mean any legal entity (such as a corporation, partnership, or limited liability company) that is controlled by COMPANY.
For the purposes of this definition, the term "control" means (i) beneficial ownership of at least fifty percent (50%)
of the voting securities of a corporation or other business organization with voting securities or (ii) a fifty percent (50%)
or greater interest in the net assets or profits of a partnership or other business organization without voting securities.


 


1.2     “APPARATUS
PRODUCT” shall mean a LICENSED PRODUCT that is a microarray comprising microwells, and that is substantially similar
to a product as described in the HARVARD PATENT RIGHTS, including without limitation claims 5-14 of U.S. Patent Application Serial
Number 11/523124 as filed, and/or M.I.T. Case No. 13627, and which has utility in practicing the methods and processes described
in the PATENT RIGHTS.


 


1.3     “COMBINATION
PRODUCT” shall mean a product, including a package of related products sold together as a kit) which contains (i) a
component that is a LICENSED PRODUCT or DISCOVERED PRODUCT; and (ii) one or more essential functional components (“OTHER
COMPONENT”) that are or which could be sold separately and which perform a useful function independent of the LICENSED
PRODUCT or DISCOVERED PRODUCT component, such that the LICENSED PRODUCT or DISCOVERED PRODUCT component can also function independently
of the OTHER COMPONENT. For the purposes of this Agreement, the parties agree that an “OTHER COMPONENT” shall specifically
exclude, without limitation, the following: slides, plastic ware (such as tubes and plates), glassware, water and buffers. Without
limiting the foregoing, an example of a COMBINATION PRODUCT could be (a) a diagnostic panel comprising a DIAGNOSTIC PRODUCT component
and at least one other independent diagnostic biomarker, i.e., the OTHER COMPONENT.


 




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1.4     “COMPETING
ORGANIZATION” means any person or organization engaged in, or that anticipates becoming engaged in, researching,
acquiring, producing, distributing, providing investigating, developing, manufacturing, marketing, supervising, licensing or commercializing
a COMPETING PRODUCT OR SERVICE anywhere in the world.


 


1.5     “COMPETING
PRODUCT OR SERVICE” means any product, process, or service of any person or organization other than the COMPANY
or any of its subsidiaries, in existence or under development, (i) which is identical to, substantially the same as, in competition
with, or an adequate substitute for any product, process, or service of the COMPANY or any of its subsidiaries, in existence or
under development or (ii) which is (or could reasonably be anticipated to be) marketed or distributed or is under development
to be marketed or distributed, as to compete with such product, process or service of the Company or any of its subsidiaries.


 


1.6     “CONFIDENTIAL
INFORMATION” shall mean any confidential or proprietary information furnished by one party (the “Disclosing Party”)
to the other party (the “Receiving Party”) in connection with this Agreement, provided that such information is specifically
designated as confidential. Such CONFIDENTIAL INFORMATION shall include, without limitation, any information provided by COMPANY
to M.I.T. pursuant to Section 5.2, or made available to M.I.T. or its auditors pursuant to Section 5.4.


 


1.7     “CORPORATE
PARTNER” shall mean any non-AFFILIATE, non-SUBLICENSEE entity which agrees to compensate, at a minimum including payment
of RESEARCH SUPPORT PAYMENTS, COMPANY or an AFFILIATE or SUBLICENSEE for COMPANY’s or AFFILIATE’s or SUBLICENSEE’s
practice of the PATENT RIGHTS, LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or LICENSED PROCESSES on behalf of or in collaboration
with such entity, including without limitation for (i) discovery and development activities for DISCOVERED PRODUCTS, and/or (ii)
identification and/or characterization of drug candidates, or drug response analysis.


 




    	4



    	 



    

 


1.8     “CORPORATE
PARTNER INCOME” shall mean any payments that COMPANY or an AFFILIATE or SUBLICENSEE receives from a CORPORATE PARTNER
in consideration of any of the rights described in Section 1.4, including without limitation upfront fees, milestone and bonus
payments (including without limitation milestone payments related to LICENSED PRODUCTS, LICENSED PROCESSES and/or DISCOVERED PRODUCTS),
agreement maintenance fees, and other payments, but specifically excluding (i) royalties on NET SALES due under Section 4.1(c),
and (ii) RESEARCH SUPPORT PAYMENTS.


 


1.9     “DIAGNOSTIC
PRODUCT” shall mean a LICENSED PRODUCT or DISCOVERED PRODUCT that is used or intended for use (i) in the diagnosis and/or
prognosis of diseases or conditions, and/or (ii) for the medical management of disease or conditions, including without limitation
the determination (whether by selection or exclusion) of a particular intervention for the prevention and/or treatment of disease,
in humans, including without limitation application specific reagents and kits.


 


1.10     “DISCOVERED
PRODUCT” shall mean any product that, in whole or in part, is discovered, identified, selected or determined to have
utility in whole or in part by the use of LICENSED PRODUCTS and/or LICENSED PROCESSES, including without limitation the use of
a screening method or assay covered by one or more VALID CLAIMS of the PATENT RIGHTS. For example, in the case of THERAPEUTIC
PRODUCTS and DIAGNOSTIC PRODUCTS, DISCOVERED PRODUCTS shall include, without limitation, a previously known product for which
LICENSED PRODUCTS and/or LICENSED PROCESSES are used to identify criteria for either selecting or deselecting groups and/or individuals
for a particular use of such product, thereby clinically increasing the efficacy and/or safety of the use of such product. For
any DISCOVERED PRODUCT that also falls within the definition of LICENSED PRODUCT, then such DISCOVERED PRODUCT shall be deemed
a LICENSED PRODUCT for the purposes of this Agreement rather than a DISCOVERED PRODUCT.


 


1.11     "EXCLUSIVE
PERIOD" shall mean the period of time set forth in Section 2.2.


 


1.12     "FIELD"
shall mean all fields.


 


1.13     “GENERIC
LAUNCH DATE” shall mean, on a country-by-country basis, the date of the first sale by a third party, for end use or
consumption by a patient, of a GENERIC PRODUCT in the subject country.


 




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1.14     “GENERIC
PRODUCT” shall mean, on a country-by-country and DISCOVERED PRODUCT-by-DISCOVERED PRODUCT basis, a therapeutic product
that (i) in the instance of a small molecule chemical drug, has the same composition of matter as and is bioequivalent to an approved
DISCOVERED PRODUCT, or (ii) in the instance of a biological drug, is a biosimilar of and interchangeable with an approved DISCOVERED
PRODUCT, and in each instance is intended for the same indication as an approved DISCOVERED PRODUCT, and which has been approved
for marketing and/or sale under an Abbreviated New Drug Application (or equivalent, including without limitation for biosimilar
biological products) as a generic or follow-on biologic product by the regulatory authorities, and which could not have been sold
or with respect to which a license would have been required to be obtained from COMPANY, if patent or other exclusivity rights
(for example, data exclusivity) covering the approved DISCOVERED PRODUCT would have been in full force and effect.


 


1.15     “HARVARD
PATENT RIGHTS” shall mean Harvard’s rights in:


 


(a) U.S. Patent Application No. 11/523,124;


 


(b) any patent or patent application that
claims priority to and is a divisional, continuation, reissue, renewal, reexamination, substitution or extension of the patent
application identified in (a);


 


(c) any patents issuing on any of the patent
applications identified in (a) or (b), including any reissues, renewals, reexaminations, substitutions or extensions thereof;


 


(d) any claim of a continuation-in-part
application or patent that is entitled to the priority date of, and is directed specifically to subject matter specifically described
in, at least one of the patents or patent applications identified in (a), (b) or (c); and


 


(e) any foreign counterpart (including
PCTs) of any of the patents or patent applications identified in (a), (b) or (c) or of the claims identified in (d).


 


1.16     “IMPROVEMENT”
shall mean any patentable invention which is:


 


(i) arising
from research performed solely in the laboratory of John Christopher Love at M.I.T; and


 


(ii) disclosed
to the M.I.T. Technology Licensing Office within two (2) years of the EFFECTIVE DATE; and


 


(iii) dominated
by claims of the PATENT RIGHTS other than the HARVARD PATENT RIGHTS licensed under this Agreement and listed in Appendix A
as of the EFFECTIVE DATE; and


 


(iv) available for licensing after satisfaction
of any rights granted to sponsors of the research leading to such invention.


 




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1.17     “IND”
means an Investigational New Drug Application (as defined in Title 21 of the United States Code of Federal Regulations, as amended
from time to time) filed or to be filed with the United States Food and Drug Administration, or any successor agency thereto,
with regard to any THERAPEUTIC PRODUCT, and any foreign equivalent thereof.


 


1.18     "LICENSED
PRODUCT" shall mean any product that, in whole or in part:


 


(i)          absent
the license granted hereunder, would infringe one or more VALID CLAIMS of the PATENT RIGHTS; or


 


(ii)         is
manufactured by using a LICENSED PROCESS or that, when used, practices a LICENSED PROCESS in each instance as defined in Section
1.19(i).


 


1.19     "LICENSED
PROCESS" shall mean any process:


 


(i)        
that, absent the license granted hereunder, would infringe one or more VALID CLAIMS of the PATENT RIGHTS; or


 


(ii)        which
uses a LICENSED PRODUCT as defined in Section 1.18(i).


 


1.20     “LICENSED
SERVICE” shall mean: (i) any provision of services to a third party using LICENSED PRODUCTS, DISCOVERED PRODUCTS and/or
LICENSED PROCESSES; and/or (ii) any practice of the PATENT RIGHTS on behalf of a third party, including without limitation research,
discovery and/or development of DISCOVERED PRODUCTS, but which does not include payment of RESEARCH SUPPORT PAYMENTS.


 


1.21     "NET
SALES" shall mean the gross amount billed by COMPANY and its AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS for LICENSED
PRODUCTS and DISCOVERED PRODUCTS, less the following:


 


(i) customary trade, quantity, or cash discounts
to the extent actually allowed and taken;


 


(ii) amounts repaid or credited, or allowances
by reason of rejection, recalls or returns;


 


(iii) to the extent separately stated on purchase
orders, invoices, or other documents of sale, any taxes, duties, tariffs or other governmental charges levied on the production,
sale, transportation, delivery, or use of a LICENSED PRODUCT or DISCOVERED PRODUCT which is paid by or on behalf of COMPANY;


 


(iv) outbound transportation costs prepaid or
allowed and costs of insurance in transit;


 




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(v) discounts or rebates or other payments required
by law to be made under Medicaid, Medicare or other governmental special medical assistance programs, to the extent actually allowed
and taken; and


 


(vi) amounts written off by reason of uncollectible
bad debt, but not to exceed * of the gross amount billed by COMPANY and its AFFILIATES and SUBLICENSEES for LICENSED PRODUCTS
and DISCOVERED PRODUCTS in a given REPORTING PERIOD.


 


No deductions shall be made for commissions paid
to individuals whether they be with independent sales agencies or regularly employed by COMPANY and on its payroll, or for cost
of collections. NET SALES shall occur on the earlier of (1) ninety (90) days from the date of billing for a LICENSED PRODUCT or
DISCOVERED PRODUCT, or (2) the date of receipt of payment for such LICENSED PRODUCT or DISCOVERED PRODUCT. If a LICENSED PRODUCT
or a DISCOVERED PRODUCT is distributed at a discounted price that is substantially lower than the customary price charged by COMPANY,
or distributed for non-cash consideration (whether or not at a discount), NET SALES shall be calculated based on the non-discounted
amount of the LICENSED PRODUCT or DISCOVERED PRODUCT charged to an independent third party during the same REPORTING PERIOD or,
in the absence of such sales, on the fair market value of the LICENSED PRODUCT or DISCOVERED PRODUCT. NET SALES shall not include
sales or transfers of reasonable amounts of LICENSED PRODUCTS or DISCOVERED PRODUCTS without consideration for use in clinical
trials or compassionate, named patient, indigent patient or similar uses, or for demonstration or proof of principal purposes.


 


Non-monetary consideration shall not be accepted
by COMPANY, any AFFILIATE, or any SUBLICENSEE for any LICENSED PRODUCTS or DISCOVERED PRODUCTS without the prior written consent
of M.I.T., which shall not be unreasonably withheld or delayed. In the event that non-monetary consideration is received for LICENSED
PRODUCTS or DISCOVERED PRODUCTS, NET SALES shall be calculated based on the fair market value of such non-monetary consideration,
including all elements of such consideration.


 


In the event that COMPANY or its AFFILIATES or
SUBLICENSEES use or dispose of a LICENSED PRODUCT or DISCOVERED PRODUCT in the provision of a LICENSED SERVICE, such use or disposal
shall be accounted for in SERVICE INCOME and not in NET SALES.


 


For clarification, any amounts billed by COMPANY
and its AFFILIATES and SUBLICENSEES for LICENSED PROCESSES, including, without limitation, the performance of LICENSED PROCESSES
in the provision of a service shall be considered SERVICE INCOME not NET SALES.


 




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In the event that a LICENSED PRODUCT or DISCOVERED
PRODUCT is sold as a COMBINATION PRODUCT, NET SALES, for the purposes of determining royalty payments on the COMBINATION PRODUCT
under Sections 4.1(c)(i), 4.1(c)(ii)(A), 4.1(c)(iii)(A), 4.1(c)(iv)(A) and 4.1(c)(v)(A), shall mean the gross amount billed for
the COMBINATION PRODUCT less the deductions set forth in clauses (i) – (vi) of this Section above, multiplied by a proration
factor that is determined as follows:


 


(a) If all components of the COMBINATION
PRODUCT were sold separately during the same or immediately preceding REPORTING PERIOD, the proration factor shall be determined
by the formula [A / (A+B)], where A is the average gross sales price of all LICENSED PRODUCT or DISCOVERED PRODUCT components
during such period when sold separately from the other biologically active ingredient(s), and B is the average gross sales price
of the other biologically active ingredient(s) during such period when sold separately from the LICENSED PRODUCT or DISCOVERED
PRODUCT components; or


 


(b) If all components of the COMBINATION
PRODUCT were not sold separately during the same or immediately preceding REPORTING PERIOD, the proration factor shall be determined
by M.I.T. and COMPANY in good faith negotiations, taking into account, without limitation, the relative value contributed by each
component. In the event that MIT and the COMPANY are unable to agree upon a proration factor within one hundred and twenty (120)
days of first commercial sale of the COMBINATION PRODUCT, then the COMPANY, at its own expense, shall have the right to refer
the determination of such proration factor to an independent third party expert mutually acceptable to the parties, such acceptance
not to be unreasonably withheld or delayed, within three (3) months (the “COMPANY Valuation”). If M.I.T. disputes
the appropriateness of the COMPANY Valuation, M.I.T., at its own expense, shall have the right to refer the determination of such
proration factor to an independent third party expert mutually acceptable to the parties, such acceptance not to be unreasonably
withheld or delayed, within three (3) months (the “M.I.T. Valuation”), and the average of the COMPANY Valuation and
the M.I.T. Valuation (or other such valuation mutually agreed to be the parties) shall be used as the proration factor.


 


1.22     “OTHER
PRODUCT” shall mean any LICENSED PRODUCT or DISCOVERED PRODUCT other than an APPARATUS PRODUCT, DIAGNOSTIC PRODUCT,
THERAPEUTIC PRODUCT or VETERINARY PRODUCT.


 




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1.23     “PATENT
CHALLENGE” shall mean a challenge to the validity, patentability, enforceability and/or non-infringement of any of the
PATENT RIGHTS (as defined below) or otherwise opposing any of the PATENT RIGHTS.


 


1.24     "PATENT
RIGHTS" shall mean:


 


(i) with respect to M.I.T. Case Nos. 12967W,
13528, 13529, 13546 and 13627:


 


(a)          the
United States and international patents listed on Appendix A;


 


(b)          the
United States and international patent applications and/or provisional applications listed on Appendix A and the resulting
patents;


 


(c)          any
patent applications resulting from the provisional applications listed on Appendix A, and any divisionals, continuations,
continuation-in-part applications, and continued prosecution applications (and their relevant international equivalents) of the
patent applications listed on Appendix A and of such patent applications that result from the provisional applications
listed on Appendix A, to the extent the claims are directed to subject matter specifically described in the patent applications
listed on Appendix A, and the resulting patents;


 


(d)          any
patents resulting from reissues, reexaminations, or extensions (and their relevant international equivalents) of the patents described
in (a), (b), and (c) above; and


 


(e)          international
(non-United States) patent applications and provisional applications filed after the EFFECTIVE DATE and the relevant international
equivalents to divisionals, continuations, continuation-in-part applications and continued prosecution applications of the patent
applications to the extent the claims are directed to subject matter specifically described in the patents or patent applications
referred to in (a), (b), (c), and (d) above, and the resulting patents; and


 


(ii) the HARVARD PATENT RIGHTS.


 


1.25     “PHASE
1 CLINICAL TRIAL” means clinical studies in human subjects to evaluate the safety, toxicity, tolerance, pharmacokinetic
properties, pharmacodynamic properties, dosing interval, maximum tolerated dose, dose ranging, and/or absorption, distribution,
metabolism, excretion (ADME) of a THERAPEUTIC PRODUCT.


 


1.26     “PHASE
2 CLINICAL TRIAL” means clinical studies in human subjects to evaluate proof of concept, proof of mechanism, and/or
efficacy in the targeted patient population, and/or to define the dosing range or safety profile of a THERAPEUTIC PRODUCT.


 




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1.27     “PHASE
3 CLINICAL TRIAL” means clinical studies in human subjects to confirm the efficacy, safety, and/or further define targeted
dose of a THERAPEUTIC PRODUCT.


 


1.28     "REPORTING
PERIOD" shall begin on the first day of each calendar quarter and end on the last day of such calendar quarter.


 


1.29     “RESEARCH
MARKET” shall mean non-commercial research conducted at non-profit research institutions and universities.


 


1.30     “RESEARCH
SUPPORT PAYMENTS” shall mean payments to COMPANY or an AFFILIATE or SUBLICENSEE from a CORPORATE PARTNER or SUBLICENSEE
for the purposes of funding the costs of bona fide research and development of LICENSED PRODUCTS, LICENSED PROCESSES or
DISCOVERED PRODUCTS and that are expressly intended only to fund or pay for: (i) the purchase, lease or use of equipment, supplies,
products or services, (ii) the use of employees and/or consultants to achieve a research and/or development goal for LICENSED
PRODUCTS, LICENSED PROCESSES or DISCOVERED PRODUCTS, and (iii) reasonable allocable overhead attributable to the expenses described
in (i) and (ii) and determined in accordance with United States generally accepted accounting principles, as indicated by their
inclusion as specific line items in a written agreement between COMPANY or an AFFILIATE or SUBLICENSEE and the CORPORATE PARTNER
or SUBLICENSEE.


 


1.31     “SERVICE
INCOME” shall mean (i) the gross amount billed by COMPANY and its AFFILIATES and SUBLICENSEES for LICENSED SERVICES,
including without limitation LICENSED PROCESSES, and/or (ii) any payments received by COMPANY, an AFFILIATE or SUBLICENSEE, other
than payments received in accordance with clause (i) of this Section, including without limitation upfront or periodic fees, milestone
and bonus payments, royalties, profit and/or revenue sharing and other payments, in consideration of the provision of LICENSED
SERVICES. For clarification, (a) any payments received by COMPANY or an AFFILIATE or SUBLICENSEE from a CORPORATE PARTNER in consideration
of the provision of LICENSED SERVICES to such CORPORATE PARTNER shall be deemed CORPORATE PARTNER INCOME for the purposes of this
Agreement, and (b) any payments received by COMPANY or an AFFILIATE from a SUBLICENSEE in consideration of the provision of LICENSED
SERVICES to such SUBLICENSEE shall be deemed SERVICE INCOME (and not SUBLICENSEE INCOME) for the purposes of this Agreement.


 




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If LICENSED SERVICES are performed or provided
at a discounted price that is substantially lower than the customary price charged by COMPANY, or performed or provided for non-cash
consideration (whether or not at a discount), SERVICE INCOME shall be calculated on the non-discounted amount of the LICENSED
SERVICES or on the fair market value of the LICENSED SERVICES, as appropriate.


 


Non-monetary consideration shall not be accepted
by COMPANY, any AFFILIATE, or any SUBLICENSEE for any LICENSED SERVICES without the prior written consent of M.I.T. In the event
that non-monetary consideration is received for LICENSED SERVICES, SERVICE INCOME shall be calculated based on the fair market
value of such non-monetary consideration (including all elements of such consideration), as determined by the parties in good
faith.


 


1.32     "SUBLICENSE
INCOME" shall mean any payments that COMPANY receives from a SUBLICENSEE in consideration of the sublicense of the rights
granted COMPANY and AFFILIATES under Section 2.1, including without limitation license fees, milestone and bonus payments (including
without limitation milestone payments related to LICENSED PRODUCTS, LICENSED PROCESSES and/or DISCOVERED PRODUCTS), license maintenance
fees, and other payments, but specifically excluding (i) royalties on NET SALES due under Section 4.1(c)(ii)(B), 4.1(c)(iii)(B),
4.1(c)(iv)(B) and 4.1(c)(v)(B), (ii) RESEARCH SUPPORT PAYMENTS, and (iii) payments made as consideration for the issuance of equity
or debt securities of COMPANY at fair market value (excluding amounts in excess of the fair market value of such securities).


 


Consideration for any and all sublicenses of
the PATENT RIGHTS shall be on commercially reasonable terms and conditions. In the event that non-monetary consideration is received
for any sublicense of the PATENT RIGHTS, SUBLICENSE INCOME shall be calculated based on the fair market value of such non-monetary
consideration, including all elements of such consideration.


 


1.33     "SUBLICENSEE"
shall mean any non-AFFILIATE sublicensee of the rights granted COMPANY under Section 2.1. For clarity, a sublicense shall mean
(i) any right granted, license given or agreement entered into by COMPANY to or with another person or entity, under or with respect
to or permitting any use of the PATENT RIGHTS or otherwise granting rights to such person or entity under the rights granted COMPANY
under Section 2.1, (ii) any option or other right granted by COMPANY to any other person or entity to negotiate for or receive
any of the rights described under clause (i), or (iii) any standstill or similar obligation undertaken by COMPANY toward another
person or entity not to grant any of the rights described in clause (i) or (ii) to any third party, in each case regardless of
whether such grant of rights, license given or agreement entered into is referred to or is described as a sublicense.


 




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1.34     "TERM"
shall mean the term of this Agreement, which shall commence on the EFFECTIVE DATE and shall remain in effect until the expiration
or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS, unless earlier terminated in accordance
with the provisions of this Agreement.


 


1.35     "TERRITORY"
shall mean worldwide.


 


1.36     “THERAPEUTIC PRODUCT”
shall mean a LICENSED PRODUCT or DISCOVERED PRODUCT that is used or intended for use in the treatment and/or prevention of human
disease, including, without limitation, therapeutic and prophylactic vaccines.


 


1.37     “VALID
CLAIM” shall mean (a) a claim of an issued and unexpired patent within the PATENT RIGHTS, which claim has not been revoked
or found to be unpatentable, invalid or unenforceable by an unreversed and unappealable decision of a court or other governmental
agency of competent jurisdiction; or (b) a claim set forth in an application within the PATENT RIGHTS that has been filed in good
faith and that has not been abandoned or finally rejected in a decision that is unappealable or unappealed within the time allowed
for appeal.  The invalidity of a particular claim in one or more countries shall not invalidate such claim in the remaining
countries of the TERRITORY.


 


1.38     “VETERINARY
PRODUCT” shall mean a LICENSED PRODUCT or DISCOVERED PRODUCT that is used or intended for use in (i) the diagnosis and/or
prognosis of disease in non-human animals, and/or the determination (whether by selection or exclusion) of a particular intervention
for the prevention and/or treatment of disease, including without limitation application specific reagents and kits, and/or (ii)
the treatment and/or prevention of disease in non-human animals, including without limitation therapeutic and prophylactic vaccines.


 


2.
Grant of Rights.


 


2.1     License
Grants. Subject to the terms of this Agreement, M.I.T., for itself and on behalf of HARVARD, HOSPITAL and WHITEHEAD, hereby
grants to COMPANY and its AFFILIATES for the TERM a royalty-bearing license under the PATENT RIGHTS to develop, make, have made,
use, sell, offer to sell, lease, and import LICENSED PRODUCTS in the FIELD in the TERRITORY and to develop and perform LICENSED
PROCESSES in the FIELD in the TERRITORY.


 




    	13



    	 



    

 


2.2     Exclusivity.


 


(a) In order to establish an exclusive period
for COMPANY, M.I.T, agrees that, subject to Article 10 and Sections 2.2(b), 2.2(c) and 2.6, it shall not grant any other license
under the PATENTS RIGHTS to develop, make, have made, use, sell, offer to sell, lease or import LICENSED PRODUCTS in the FIELD
in the TERRITORY or to develop or perform LICENSED PROCESSES in the FIELD in the TERRITORY during the TERM (the "EXCLUSIVE
PERIOD"), unless sooner terminated as provided in this Agreement, including as set forth in Section 10(ii)(b).


 


(b) Pre-Existing License to the HARVARD PATENT
RIGHTS. COMPANY acknowledges that the license granted hereunder is subject to a pre-existing non-exclusive, worldwide, non-transferable
license, without the right to grant sublicenses, granted by HARVARD to one third party under the HARVARD PATENT RIGHTS to practice
the methods claimed in the HARVARD PATENT RIGHTS solely for research, discovery and/or development of biological and/or pharmaceutical
products


 


(c) Notwithstanding anything to the contrary
in Section 3.1, in the event that COMPANY (or an AFFILIATE or SUBLICENSEE) has failed any of its obligations under Sections 3.1(g),
3.1(h) or 3.1(i), then M.I.T., at its sole discretion, shall have the right to grant non-exclusive or exclusive licenses under
the PATENT RIGHTS to any third party to make, have made, use, sell, lease and import APPARATUS PRODUCTS for the RESEARCH MARKET
in the TERRITORY during the TERM. Upon the effective date of any such license, COMPANY’s and AFFILIATE’s (and SUBLICENSEE’s,
as applicable) rights to make, have made, use, sell, lease and import APPARATUS PRODUCTS for the RESEARCH MARKET in the TERRITORY
during the TERM shall terminate.


 


2.3     Option
to IMPROVEMENTS.


 


(a)          If
an invention is identified as an IMPROVEMENT, subject to any obligation of M.I.T. to third parties, M.I.T. agrees to grant to
COMPANY the option (each, an “OPTION”) to add any IMPROVEMENT to this Agreement, by amendment, in accordance with
this Section 2.3. Such OPTION shall include solely M.I.T.’s interests in IMPROVEMENTS, and shall not include ownership rights
of any third party in IMPROVEMENTS.


 




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(b)          M.I.T.
shall promptly notify COMPANY in writing of any such IMPROVEMENT, simultaneously furnishing COMPANY a copy of the invention disclosure
and/or any related patent application(s). Such invention disclosure and any related patent application(s) shall be kept confidential
by COMPANY. Notwithstanding the foregoing, M.I.T. shall be under no obligation to file a patent application for any IMPROVEMENT
unless COMPANY exercises its option with respect to such IMPROVEMENT.


 


(c)          COMPANY
may exercise its OPTION to add such IMPROVEMENT to the PATENT RIGHTS by notifying M.I.T. thereof in writing within ninety (90)
days after M.I.T.’s notice of such IMPROVEMENT (the “OPTION PERIOD”). For each IMPROVEMENT so elected, COMPANY
shall pay an Improvement Addition Fee of *, and shall be responsible for the payment of fees and costs relating to the filing,
prosecution and maintenance of the PATENT RIGHTS covering such IMPROVEMENT.


 


(d)          If
COMPANY does not exercise its OPTION within the OPTION PERIOD, M.I.T. shall be free to license its rights to such IMPROVEMENT
to any third party.


 


2.4     Sublicenses.
COMPANY shall have the right to grant sublicenses, either exclusive or non-exclusive, of its rights under Section 2.1 only during
the EXCLUSIVE PERIOD . Such sublicenses may extend past the expiration date of the EXCLUSIVE PERIOD, but any exclusivity of such
sublicense shall expire upon the expiration of the EXCLUSIVE PERIOD. COMPANY shall incorporate terms and conditions into its sublicense
agreements sufficient to enable COMPANY to comply with this Agreement. COMPANY shall also include provisions in all sublicenses
to provide that in the event that SUBLICENSEE brings a PATENT CHALLENGE against M.I.T. (and/or WHITEHEAD, HARVARD or HOSPITAL)
or assists another party in bringing a PATENT CHALLENGE against M.I.T. (and/or WHITEHEAD, HARVARD or HOSPITAL) (except as required
under a court order or subpoena) then COMPANY may terminate the sublicense. In addition, any sublicense that contains a grant
of rights under the HARVARD PATENT RIGHTS shall state that the license granted therein in subject to a pre-existing license to
the HARVARD PATENT RIGHTS of the scope described in Section 2.2(b). COMPANY shall promptly furnish M.I.T. with a fully signed
photocopy of any sublicense agreement, and M.I.T. may send a copy thereof to HHMI in confidence. Upon termination of this Agreement
for any reason, any SUBLICENSEE not then in default shall have the right to seek a license from M.I.T. M.I.T. agrees to negotiate
in good faith such licenses in good faith under reasonable terms and conditions.


 




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2.5     U.S. Manufacturing.
COMPANY agrees that any LICENSED PRODUCTS used or sold in the United States will be manufactured substantially in the United States
to the extent required by 35 U.S.C. §§200-212 and the regulations promulgated thereunder, as amended (the “BAYH-DOLE
ACT”) or any successor statutes or regulations. If COMPANY desires to seek a waiver of such requirements, upon request of
COMPANY, M.I.T. agrees to provide reasonable assistance in the application process for such waiver, however issuance of any such
waiver is not guaranteed.


 


2.6     Retained
Rights.


 


(a)          Research
and Educational Use. M.I.T., WHITEHEAD, HARVARD and HOSPITAL retain the right on behalf of themselves to practice under the
PATENT RIGHTS for research, teaching, and educational purposes. In addition, M.I.T., WHITEHEAD, HARVARD and HOSPITAL retain the
right on behalf of all other non-profit research institutions to practice under the PATENT RIGHTS for non commercial research,
teaching, and educational purposes only.


 


(b)          Federal Government. COMPANY acknowledges
that the U.S. federal government retains a royalty-free, non-exclusive, non-transferable license to practice any government-funded
invention claimed in any PATENT RIGHTS as set forth in BAYH-DOLE ACT, or any successor statutes or regulations.


 


(c)          COMPANY
acknowledges that the Third Party retains a license under the HARVARD PATENT RIGHTS of the scope described in Section 2.2(b).


 


(d)          
Encumbrances for Sponsors of Research at M.I.T.


 


(i) M.I.T. retains the right to grant to
an existing third party industrial sponsor of research in the laboratory of John Christopher Love a non-exclusive, worldwide license
under M.I.T. Case No. 12967W and/or M.I.T. Case No. 13627 of the PATENT RIGHTS. This non-exclusive license shall be granted only
to the extent necessary to allow the sponsor to practice new inventions that arise from the sponsored research.


 




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(ii) As the Subrecipient of federal funds
from a Prime Recipient institution, M.I.T. retains the right to grant to the Prime Recipient a non-exclusive, worldwide license
under M.I.T. Case No. 12393Q, M.I.T. Case No. 13529 and/or M.I.T. Case No. 13627 of the PATENT RIGHTS solely for the purpose
of and only to the extent required to meet the Prime Recipient’s obligations to the Federal Government under its Prime Award.


 


(e)          HHMI.
COMPANY acknowledges that the PATENT RIGHTS were developed, at least in part, by employees of HHMI, and that HHMI has a paid-up,
non-exclusive, irrevocable license to use the PATENT RIGHTS for its research purposes, but with no right to assign or sublicense
(the “HHMI License”). This Agreement is explicitly made subject to the HHMI License.


 


(f)          Diagnostics.
HOSPITAL retains the right for laboratories within HOSPITAL and its affiliates to practice LICENSED PRODUCTS and LICENSED PROCESSES
in the diagnostic filed for public use and benefit.


 


2.7 No Additional Rights. Nothing in
this Agreement shall be construed to confer any rights upon COMPANY by implication, estoppel, or otherwise as to any technology
or patent rights of M.I.T. or HARVARD or any other entity other than the PATENT RIGHTS, regardless of whether such technology
or patent rights shall be dominant or subordinate to any PATENT RIGHTS.


 


3.
COMPANY Diligence Obligations.


 


3.1 Diligence Requirements. COMPANY
shall use commercially reasonable diligent efforts, or shall cause its AFFILIATES to use commercially reasonable diligent efforts,
to develop, either by itself or through SUBLICENSEES or CORPORATE PARTNERS, LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED
PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES into the commercial market;. Specifically,
COMPANY or AFFILIATE shall use commercially reasonable efforts to fulfill the following obligations:


 


(a)          Within
* after the EFFECTIVE DATE, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks
to be achieved in order to bring to market a LICENSED PRODUCT, DISCOVERED PRODUCT or a LICENSED PROCESS, specifying the number
of staff and other resources to be devoted to such commercialization effort.


 




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(b)          Within
* after the end of each calendar year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on
the progress of its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, DISCOVERED
PRODUCTS or LICENSED PROCESSES. The report shall also contain a discussion of intended efforts and sales projections for the year
in which the report is submitted.


 


(c)          COMPANY
shall raise at least * from the sale of COMPANY'S equity securities for its own account.


 


(d)          In
the aggregate, COMPANY shall raise at least * from a combination of one or more of the following: (i) the sale of Company's equity
securities for its own account, (ii) research and development funds, license fees and/or other payments from CORPORATE PARTNERS
and/or SUBLICENSEES, and (iii) grants from government and non-government sources.


 


(e)          In
the aggregate, COMPANY shall raise at least * from a combination of one or more of the following: (i) the sale of Company's equity
securities for its own account, (ii) research and development funds, license fees and/or other payments from CORPORATE PARTNERS
and/or SUBLICENSEES, (iii) grants from government and non-government sources, and NET SALES.


 


(f)          COMPANY
or an AFFILIATE shall expend at least the amounts set forth below on research and development of LICENSED PRODUCTS, LICENSED PROCESSES
and/or DISCOVERED PRODUCTS in each calendar year (pro-rated for partial years) beginning in 2011 and ending with the first commercial
sale of a THERAPEUTIC PRODUCT or DIAGNOSTIC PRODUCT by COMPANY or an AFFILIATE:


 


	2011	*
	2012	*
	2013 and every year thereafter	*


 


(g)          Within
* of the EFFECTIVE DATE COMPANY or an AFFILIATE or SUBLICENSEE shall develop a prototype of an APPARATUS PRODUCT for the RESEARCH
MARKET (“PROTOTYPE RELEASE DATE”) , and permit an in-plant inspection by M.I.T. on or before *, and thereafter permit
in-plant inspections by M.I.T. at regular intervals with at least one (1) year between each such inspection, solely for the purpose
of the reviewing the activity of the COMPANY with respect to this Agreement.


 




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(h)          Within
* of the PROTOTYPE RELEASE DATE, COMPANY or an AFFILIATE or SUBLICENSEE shall make an APPARATUS PRODUCT commercially available
to the RESEARCH MARKET, and thereafter shall continue to make APPARATUS PRODUCT available at commercially reasonable cost to meet
the reasonable commercial demand of the RESEARCH MARKET. All APPARTUS PRODUCTS shall be subject to quality control testing to
ensure product performance in accordance with stated product specifications. Any time after first commercial sale, M.I.T. reserves
the right to test APPARTUS PRODUCTS at random intervals to assure that quality standards have been maintained.


 


(i)          COMPANY
or an AFFILIATE or SUBLICENSEE shall make APPARATUS PRODUCTS available for use by non-profit research institutions without restrictions,
for example, without reach-through royalty rights to discoveries made through use of LICENSED PRODUCTS and LICENSED PROCESSES,
other than the restrictions set forth in Appendix C.


 


(j)          COMPANY
or an AFFILIATE shall enter into at least * sublicenses and/or CORPORATE PARTNER agreements for the development of THERAPEUTIC
PRODUCTS and/or DIAGNOSTIC PRODUCTS by *.


 


(k)          In
the aggregate, COMPANY or an AFFILIATE shall enter into at least * sublicenses and/or CORPORATE PARTNER agreements for the development
of LICENSED PRODUCTS and/or DIAGNOSTIC PRODUCTS by *.


 


(l)          Within
* after the EFFECTIVE DATE, COMPANY or an AFFILIATE shall initiate studies using human derived samples leading to the identification
of THERAPEUTIC PRODUCT candidates.


 


(m)          Within
* of the EFFECTIVE DATE, COMPANY or an AFFILIATE or its SUBLICENSEE or CORPORATE PARTNER shall file an IND on THERAPEUTIC PRODUCT.


 




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(n)          Within
* of the EFFECTIVE DATE, COMPANY or an AFFILIATE ,SUBLICENSEE or CORPORATE PARTNER shall commence a PHASE 2 CLINICAL TRIAL of
a THERAPEUTIC PRODUCT.


 


(o)          Within
* of the EFFECTIVE DATE, COMPANY or an AFFILIATE, SUBLICENSEE or CORPORATE PARTNER shall make a first commercial sale of a THERAPEUTIC
PRODUCT.


 


(p)          Within
* of the EFFECTIVE DATE, COMPANY or an AFFILIATE shall initiate studies using human patient-derived samples for the purposes of
discovering DIAGNOSTIC PRODUCT candidates.


 


(q)          Within
* of the EFFECTIVE DATE, COMPANY or an AFFILIATE or a SUBLICENSEE or CORPORATE PARTNER shall initiate clinical studies in support
of obtaining regulatory approval of a DIAGNOSTIC PRODUCT.


 


(r)          Within
* of the EFFECTIVE DATE, COMPANY or an AFFILIATE or CORPORATE PARTNER or SUBLICENSEE shall make a first commercial sale of a DIAGNOSTIC
PRODUCT.


 


In the event that COMPANY (or an AFFILIATE)
has failed to fulfill any of its obligations under this Section 3.1, then M.I.T. may treat such failure, after the expiration
of any applicable cure periods, as a material breach in accordance with Section 12.3(b). Notwithstanding the foregoing, in the
event that COMPANY anticipates a failure to meet an obligation in Section 3.1(m), (n), (o), (q) or (r) due to unexpected technical,
adverse events or regulatory difficulties COMPANY will promptly advise M.I.T. in writing, and representatives of each party will
meet to review the reasons for anticipated failure and discuss in good faith a potential revision to the diligence schedule. COMPANY
and M.I.T. will enter into a written amendment to this Agreement with respect to any mutually agreed upon change(s) to the relevant
obligation.


 




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4.   Royalties
and Payment Terms.


 


4.1 Consideration for Grant of Rights.


 


(a)           License
Issue Fee and Patent Cost Reimbursement. COMPANY shall pay to M.I.T. on the EFFECTIVE DATE a license issue fee of *. In addition,
in accordance with Section 6.3, COMPANY shall reimburse M.I.T. and HARVARD, respectively, for their actual expenses incurred as
of the EFFECTIVE DATE in connection with obtaining the PATENT RIGHTS. These payments are nonrefundable.


 


(b)          
License Maintenance Fees. COMPANY shall pay to M.I.T. the following license maintenance fees on the dates set forth below:


 


	January 1, 2012	*
	January 1, 2013	*
	January 1, 2014	*
	January 1, 2015	*
	January 1, 2016	*
	January 1, 2017	*
	and each January 1 of every year thereafter	*


 


This annual license maintenance fee is nonrefundable;
however, the license maintenance fee may be credited to running royalties subsequently due on NET SALES earned during the same
calendar year, if any. License maintenance fees paid in excess of running royalties due in such calendar year shall not be creditable
to amounts due for future years.


 


(c)          
Running Royalties.


 


(i) Running Royalties on
NET SALES of APPARATUS PRODUCTS.


 


(A) COMPANY shall pay to M.I.T. a running royalty
of * of NET SALES of APPARATUS PRODUCTS by COMPANY and AFFILIATES.


 


(B) COMPANY shall pay to M.I.T. a running royalty
on NET SALES of APPARTUS PRODUCTS by SUBLICENSEES of[the greater of: (i) * of any payments received by COMPANY and AFFILIATES
from SUBLICENSEES in consideration of NET SALES of APPARATUS PRODUCTS by SUBLICENSEES (including, without limitation, royalty
payments, profit sharing, and other revenue sharing based on sales of APPARATUS PRODUCTS), or (ii) * of NET SALES of APPARATUS
PRODUCTS by SUBLICENSEES.


 




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(ii) Running Royalties on NET SALES of DIAGNOSTIC
PRODUCTS.


 


(A) COMPANY shall pay to M.I.T. a running royalty
of * of NET SALES of DIAGNOSTIC PRODUCTS by COMPANY and AFFILIATES.


 


(B) COMPANY shall pay to M.I.T. a running royalty
of * of any payments received by COMPANY and AFFILIATES from SUBLICENSEES and CORPORATE PARTNERS in consideration of NET SALES
of DIAGNOSTIC PRODUCTS by SUBLICENSEES and CORPORATE PARTNERS (including without limitation royalty payments, profit sharing,
and other revenue sharing based on sales of DIAGNOSTIC PRODUCTS).


 


(iii) Running Royalties on NET SALES of
THERAPEUTIC PRODUCTS.


 


(A) COMPANY shall pay to M.I.T. a running royalty
of * of NET SALES of THERAPEUTIC PRODUCTS by COMPANY and AFFILIATES.


 


(B) COMPANY shall pay to M.I.T. a running royalty
of * of any payments received by COMPANY and AFFILIATES from SUBLICENSEES and CORPORATE PARTNERS in consideration of NET SALES
of THERAPEUTIC PRODUCTS by SUBLICENSEES and CORPORATE PARTNERS (including without limitation royalty payments, profit sharing,
and other revenue sharing based on sales of THERAPEUTIC PRODUCTS).


 


(iv) Running Royalties on NET SALES of VETERINARY
PRODUCTS.


 


(A) COMPANY shall pay to M.I.T. a running royalty
of * of NET SALES of VETERINARY PRODUCTS by COMPANY and AFFILIATES.


 


(B) COMPANY shall pay to M.I.T. a running royalty
of * of any payments received by COMPANY and AFFILIATES from SUBLICENSEES and CORPORATE PARTNERS in consideration of NET SALES
of VETERINARY PRODUCTS by SUBLICENSEES and CORPORATE PARTNERS (including without limitation royalty payments, profit sharing,
and other revenue sharing based on sales of VETERINARY PRODUCTS).


 




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(v) Running Royalties on NET SALES
of OTHER PRODUCTS.


 


(A) COMPANY shall pay to M.I.T. a running royalty
of * of NET SALES of OTHER PRODUCTS by COMPANY and AFFILIATES.


 


(B) COMPANY shall pay to M.I.T. a running royalty
of * of any payments received by COMPANY and AFFILIATES from SUBLICENSEES and CORPORATE PARTNERS in consideration of NET SALES
of OTHER PRODUCTS by SUBLICENSEES and CORPORATE PARTNERS (including without limitation royalty payments, profit sharing, and other
revenue sharing based on sales of OTHER PRODUCTS).


 


Running royalties shall be payable for each
REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days of the end of each REPORTING PERIOD.


 


(vi) For the convenience of the parties,
in recognition of the value of the PATENT RIGHTS, LICENSED PRODUCTS and LICENSED PROCESSES in identifying DISCOVERED PRODUCTS,
and in the time it takes to bring DISCOVERED PRODUCTS to market, COMPANY agrees to pay royalties under Sections 4.1(c)(ii)(A),
4.1(c)(iii)(A), 4.1(c)(iv)(A) and 4.1(c)(v)(A) on each DISCOVERED PRODUCT identified and/or discovered during the TERM for * after
first commercial sale of each DISCOVERED PRODUCT. The obligation to pay running royalties on each DISCOVERED PRODUCT under this
Section 4.1(c) shall survive termination of this agreement as specified in Section 12.6(a). For clarification, COMPANY shall be
obligated to pay running royalties on each LICENSED PRODUCT under Sections 4.1(c)(i), 4.1(c)(ii)(A), 4.1(c)(iii)(A), 4.1(c)(iv)(A)
and 4.1(c)(v)(A) during the TERM of this Agreement.


 


(vii) Reduction of Royalties in the
Event of GENERIC PRODUCT Competition. In the event that, on a country-by-country and DISCOVERED PRODUCT-by-DISCOVERED PRODUCT
basis, there is GENERIC PRODUCT on the market for which prescriptions constitute greater than * of the combined prescriptions
of such GENERIC PRODUCT and the equivalent DISCOVERED PRODUCT, in any REPORTING PERIOD, as measured by an independent, commercially
available, reliable method of tracking such prescriptions (“GENERIC PRODUCT COMPETITION”), COMPANY may provide written
notice of such GENERIC PRODUCT COMPETITION to M.I.T. and the parties agree thereafter to discuss in good faith a reduction in
royalties to be paid by COMPANY to M.I.T. under Section 4.1(c)(iii)(A) for such DISCOVERED PRODUCT so long as such GENERIC PRODUCT
COMPETITION continues; provided, however, that in no event shall the royalty payments under Section 4.1(c)(iii)(A), when aggregated
with any other offsets and credits allowed under this Agreement, be less than * of NET SALES of such DISCOVERED PRODUCT in any
REPORTING PERIOD. The parties shall enter into a written amendment to this Agreement with respect to any mutually agreed upon
changes to the relevant royalty obligation.


 




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(d)          
Sharing of SUBLICENSE INCOME. COMPANY shall pay M.I.T. a total of * of all SUBLICENSE INCOME received by. Such amount shall
be payable for each REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days of the end of each REPORTING PERIOD.


 


(e)          
Sharing of CORPORATE PARTNER INCOME.


 


(i)          COMPANY
shall pay M.I.T. a total of * of all CORPORATE PARTNER INCOME received by COMPANY, and AFFILIATES. Such amount shall be payable
for each REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days of the end of each REPORTING PERIOD.


 


(ii)         COMPANY
shall pay to M.I.T. a total of * of any payments received by COMPANY from SUBLICENSEES in consideration of CORPORATE PARTNER INCOME
received by SUBLICENSEES.


 


(f)          Sharing
of SERVICE INCOME. COMPANY shall pay M.I.T. a total of * of all SERVICE INCOME received by COMPANY, AFFILIATES and SUBLICENSEES.
Such amount shall be payable for each REPORTING PERIOD and shall be due to M.I.T. within sixty (60) days of the end of each REPORTING
PERIOD. Notwithstanding the foregoing, if COMPANY, in its reasonable judgment, believes that the sharing of SERVICE INCOME set
forth in this subsection 4.1(f) on LICENSED SERVICES performed or provided by a SUBLICENSEE is economically infeasible in view
of its sublicense agreement with such SUBLICENSEE, COMPANY shall notify M.I.T., and the parties agree to discuss in good faith.
COMPANY and M.I.T. will enter into a written amendment to this Agreement with respect to any mutually agreed upon change(s) to
the SERVICE INCOME sharing obligation.


 




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(g)          Milestone
Payments.


 


(i) COMPANY shall pay to M.I.T. the amounts
set forth below upon achievement by COMPANY or any of its AFFILIATES of certain milestone events as set forth below.


 


	THERAPEUTIC PRODUCT Milestones	 	 	 	 
	Milestone Event	 	First

THERAPEUTIC

PRODUCT	 	Second

THERAPEUTIC

PRODUCT
	Enrollment of 1st individual in a PHASE 1 CLINICAL TRIAL	 	*	 	*
	Enrollment of 1st individual in a PHASE 2 CLINICAL TRIAL	 	*	 	*
	Enrollment of 1st individual in a PHASE 3 CLINICAL TRIAL	 	*	 	*
	Filing of submission/application for regulatory/marketing approval	 	*	 	*
	Receipt of regulatory/marketing approval	 	*	 	*




 


	DIAGNOSTIC PRODUCT Milestones	 	 	 	 
	Milestone Event	 	First

DIAGNOSTIC

PRODUCT	 	Second

DIAGNOSTIC

PRODUCT
	First use in humans (including clinical testing)	 	*	 	*
	Receipt of Clinical Laboratory Improvement Amendments (CLIA) (or equivalent) certification	 	*	 	*
	Receipt of regulatory/marketing approval	 	*	 	*



 


	VETERINARY PRODUCT Milestones	 	 	 	 
	Milestone Event	 	First

VETERINARY

PRODUCT	 	Second

VETERINARY

PRODUCT
	First use in non-human animals (including clinical testing)	 	*	 	*
	First commercial sale	 	*	 	*




 




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COMPANY shall notify M.I.T. within ten
(10) days of the achievement of any of the above milestones by COMPANY or any of its AFFILIATES. COMPANY shall make such non-refundable,
non-creditable milestone payments within sixty (60) days after achievement of each of the milestones.


 


(ii) The milestone events set forth in Section
4.1(g)(i) above are intended to be successive. In the event that any PHASE 1 CLINICAL TRIAL is combined with a PHASE 2 CLINICAL
TRIAL (i.e., a PHASE 1/2 CLINICAL TRIAL), the milestone payment for the enrollment of the first patient in a PHASE 1 CLINICAL
TRIAL and the milestone payment for the enrollment of the first patient in a PHASE 2 CLINICAL TRIAL shall be due upon the enrollment
of the first patient in the PHASE 1/2 CLINICAL TRIAL; and in the event that any PHASE 2 CLINICAL TRIAL is combined with a PHASE
3 CLINICAL TRIAL (i.e., a PHASE 2/3 CLINICAL TRIAL), the milestone payment for the enrollment of the first patient in a PHASE
2 CLINICAL TRIAL and milestone payment for the enrollment of the first patient in a PHASE 3 CLINICAL TRIAL shall be due upon the
enrollment of the first patient in the PHASE 2/3 CLINICAL TRIAL. In addition and notwithstanding the foregoing, if any milestone
is reached without achieving a preceding milestone, then the amount which would have been payable on achievement of the preceding
milestone shall be payable upon achievement of the following milestone.


 


(iii) For the convenience of the parties,
in recognition of the value of the PATENT RIGHTS, LICENSED PRODUCTS and LICENSED PROCESSES in identifying DISCOVERED PRODUCTS,
and in the time it takes to develop DISCOVERED PRODUCTS, COMPANY agrees to pay milestones under this Section 4.1(g) on each DISCOVERED
PRODUCT identified and/or discovered during the TERM. The obligation to pay milestones on each DISCOVERED PRODUCT under this Section
4.1(g) shall survive termination of this agreement as specified in Section 12.6(a).


 


(h)           Sharing
of Consideration Related to DISCOVERED PRODUCTS. For the convenience of the parties, in recognition of the value of the PATENT
RIGHTS, LICENSED PRODUCTS and LICENSED PROCESSES in identifying DISCOVERED PRODUCTS, COMPANY agrees to share consideration received
by COMPANY and AFFILIATES related to DISCOVERED PRODUCTS with M.I.T. as described in this Article 4, including running royalties,
SUBLICENSE INCOME, CORPORATE PARTNER INCOME, SERVICE INCOME, and milestone payments. Unless otherwise expressly set forth in this
Article 4, the obligation to share consideration related to DISCOVERED PRODUCTS shall extend to the end of the TERM of this Agreement.


 




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(i)          Consequences
of a PATENT CHALLENGE. In the event that (i) COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T. (and/or
WHITEHEAD, HARVARD or HOSPITAL), or (ii) COMPANY or any of its AFFILIATES assists another party in bringing a PATENT CHALLENGE
against M.I.T. (and/or WHITEHEAD, HARVARD or HOSPITAL) (except as required under a court order or subpoena), and (iii) M.I.T.
does not choose to exercise its rights to terminate this Agreement pursuant to Section 12.4, then the running royalties due hereunder
with respect to the PATENTS being challenged shall be * for the remainder of the term of the Agreement. In the event that such
a PATENT CHALLENGE is successful, COMPANY will have no right to recoup any royalties paid during the period of challenge. In the
event that a PATENT CHALLENGE is unsuccessful, COMPANY shall reimburse M.I.T. (and/or WHITEHEAD, HARVARD or HOSPITAL) for all
reasonable legal fees and expenses incurred in its defense against the PATENT CHALLENGE.


 


(j)          No
Multiple Royalties. If the manufacture, use, lease, or sale of any LICENSED PRODUCT or the performance of any LICENSED PROCESS
is covered by more than one of the PATENT RIGHTS, multiple royalties shall not be due.


 


(k)          Equity.


 


(i)          Initial
Grant. COMPANY shall issue a total of * shares of Common Stock of COMPANY, $.0001 par value per share, (the "Shares")
to M.I.T. and those persons as M.I.T. shall direct ("M.I.T. Holder"), WHITEHEAD, HARVARD and HOSPITAL, in the amounts
as M.I.T. shall direct. Such issuance shall be recorded on the Stock Transfer Ledger of COMPANY on the EFFECTIVE DATE and the
Shares shall be delivered to M.I.T. and M.I.T. Holders, if any, within thirty (30) days of the EFFECTIVE DATE.


 




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COMPANY represents to M.I.T. that, as of the
EFFECTIVE DATE, the aggregate number of Shares equals * of the COMPANY's issued and outstanding Common Stock calculated on a "Fully
Diluted Basis." For purposes of this Section 4.1(k), "Fully Diluted Basis" shall mean the total number of issued
and outstanding shares of the COMPANY's Common Stock calculated to include conversion of all issued and outstanding securities
convertible into Common Stock, the exercise of all outstanding options and warrants to purchase shares of Common Stock, whether
or not then exercisable, and the conversion or exercise of all rights to purchase or acquire Common Stock, whether or not then
convertible or exercisable. Notwithstanding the foregoing, for purposes of calculating the COMPANY’s issued and outstanding
Fully Diluted Common Stock, all Convertible Notes issued prior to the close of the COMPANY’s initial equity financing shall
be excluded until the date of their conversion, at which time sufficient shares will be issued by COMPANY to M.I.T., M.I.T. Holders,
WHITEHEAD, HARVARD and HOSPITAL to maintain their aggregate ownership at * as described in this Section.


 


(ii)         Anti-Dilution
Protection. COMPANY shall issue additional shares of Common Stock to M.I.T. WHITEHEAD, HARVARD, HOSPITAL and each M.I.T. Holder
pro rata, such that M.I.T.'s, WHITEHEAD’s, HARVARD’s, HOSPITAL’s and each M.I.T. Holders' ownership (collectively)
of outstanding Common Stock shall not fall below * on a Fully Diluted Basis, as calculated after giving effect to the anti-dilutive
issuance. Such issuances shall continue until and including the date upon which a total of * in cash in exchange for COMPANY's
capital stock (the "Funding Threshold") shall be received by COMPANY. Thereafter, no additional shares shall be due
to M.I.T., WHITEHEAD, HARVARD, HOSPITAL or any M.I.T. Holder pursuant to this section.


 


(iii)        Participation
in Future Private Equity Offerings. After the date of the Funding Threshold, M.I.T. (specifically not including M.I.T. Holders),
WHITEHEAD, HARVARD and HOSPITAL shall have the right to purchase additional shares of COMPANY's capital stock in any private offering
by the COMPANY of such capital stock in exchange for cash (“OFFERING”), to maintain its pro rata ownership as calculated
immediately prior to such offering on a Fully Diluted Basis, pursuant to the terms and conditions at least as favorable as those
granted to the other offerees. All rights granted to M.I.T., WHITEHEAD, HARVARD and HOSPITAL pursuant to this Section 4.1(k)(iii)
shall terminate immediately (i) prior to a firm commitment underwritten public offering of the COMPANY's common stock resulting
in gross proceeds to the COMPANY of at least *. This right granted to M.I.T., WHITEHEAD, HARVARD and HOSPITAL shall not apply
to any equity issued to any lender, the issuance of any shares in connection with the conversion of any equity securities, the
issuance of securities to a collaboration partner or joint venture, or the issuance of any securities under any equity incentive
plan.


 




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(iv)        Adjustments
for Punitive Round Financings. After the date of the Funding Threshold (the “Funding Threshold Date”), if COMPANY
takes any action that is a Dilutive Issuance (as defined below), then immediately following such Dilutive Issuance, COMPANY shall
issue to M.I.T., WHITEHEAD, HARVARD and HOSPITAL additional shares of Common Stock such that the Institution Share Number (as
defined below) equals the product obtained by multiplying the Institution Share Number in effect immediately before the Dilutive
Issuance by the Adjustment Fraction defined below. The Institution Share Price in effect immediately after the Dilutive Issuance
shall be adjusted to equal the result obtained by dividing the Institution Share Price in effect immediately before the Dilutive
Issuance by the Adjustment Fraction defined below.


 


	Adjust Fraction equals:	(A+C)

        (A+B)



 


Where:


 


A = the number of shares of Common Stock issued
and outstanding on a Fully Diluted Basis immediately prior to the Dilutive Issuance


 


B = the number of shares of Common Stock that
could be purchased at the Institution Share Price immediately prior to the Dilutive Issuance using the aggregate consideration
received by COMPANY in connection with the Dilutive Issuance.


 


For purposes of calculation of “B”,
if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, the aggregate consideration
received by COMPANY shall be the price per share of the applicable Convertible Instrument (as defined below) immediately following
the Dilutive Issuance (as adjusted for the Dilutive Issuance pursuant to the terms and conditions of the Convertible Instrument
or the COMPANY’s Certificate of Incorporation or other applicable formation document) multiplied by the total number of
shares of Capital Stock (as defined below) into which such newly adjusted Convertible Instrument could be exercised or converted,
whether or not then exercisable or convertible.


 


C = the number of shares of Capital Stock issued
on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance,
the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted
into the applicable Capital Stock, whether or not then exercisable or convertible.


 


For purposes of calculation of “C”,
if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total
number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether
or not then exercisable or convertible.


 


The following definitions shall apply to this
Section 4.1(k)(iv):


 


“Capital Stock” shall mean any form
of COMPANY’s capital stock.


 


“Convertible Instrument” shall mean
any instrument issued by COMPANY that is convertible into, or may be exercised in exchange for, any Capital Stock.


 


“Dilutive Issuance” shall mean any
issuance of Capital Stock or any Convertible Instrument by COMPANY where such issuance results in (I) the price per share of COMPANY’s
Common Stock being reduced to less than the then current Institution Share Price (as defined in this subsection), (II) the price
per share of any Convertible Instrument being reduced to less than the price of the same series or type of Convertible Instrument
in the most recently preceding offering and sale of such Convertible Instrument, or (III) the conversion ratio of any Convertible
Instrument changing such that each previously issued shares of such Convertible Instrument becomes convertible into a greater
number of shares of the applicable Capital Stock.


 




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“Institution Share Number” shall
mean the number of shares of COMPANY’s Common Stock that M.I.T., WHITEHEAD, HARVARD and HOSPITAL own on the date of the
Dilutive Issuance, as adjusted from time to time pursuant to this section. Notwithstanding the foregoing, any shares of Common
Stock acquired by M.I.T., WHITEHEAD, HARVARD or HOSPITAL pursuant to Section 4.1(k)(iii) shall not be included in the Institution
Share Number.


 


“Institution Share Price” shall mean
the value per share of the shares of Common Stock included in the Institution Share Number, as adjusted from time to time pursuant
to this section. For purposes of this section, the initial Institution Share Price to be used in an adjustment resulting from
the first Dilutive Issuance to occur after the Funding Threshold Date shall be the Fair Market Value per share of the Common Stock
of the COMPANY effective on the Funding Threshold Date.


 


“Fair Market Value” of a share of
Common Stock shall be the highest price per share that the COMPANY could obtain from a willing buyer (not a current employee or
director) for shares of Common Stock sold by the COMPANY, from authorized but unissued shares, as determined in good faith by
the Board of Directors of the COMPANY, unless the COMPANY shall become subject to a merger, acquisition or other consolidation
pursuant to which the COMPANY is not the surviving party, in which case the current fair market value of a share of Common Stock
shall be deemed to be the value received by the holders of the COMPANY’s Common Stock for each share of Common Stock pursuant
to the COMPANY’s acquisition.


 


(v)         Massachusetts
General Hospital. If HOSPITAL’S ownership of HOSPITAL’S shares shall at any time create a conflict of interest
affecting HOSPITAL’S ability to conduct clinical trials, clinical studies, clinical research or clinical validation or if
HOSPITAL shall otherwise be required to divest itself of HOSPITAL’S shares due to law or HOSPITAL’S conflict of interest
policies, then HOSPITAL shall have the right to elect to sell (“TRANSFER”) the HOSPITAL’S shares to any third
party (“PROPOSED TRANSFEREE “) free of any restriction and free of any co-sale rights, tag along rights, of COMPANY
or its stockholders or investors provided however the HOSPITAL shall not transfer the HOSPITAL’s shares to a COMPETING ORGANIZATION
or to an investor in any COMPETING ORGANIZATION Such third party investor shall agree to execute any and all investment documents
binding on the HOSPITAL. Notwithstanding the foregoing, the COMPANY first and then the other stockholders of the Company shall
have the right of first refusal to purchase such shares at the price offered to such third party by the Hospital pursuant to the
following conditions. HOSPITAL shall first offer to sell to the COMPANY or any Persons designated by the Company as the “Purchaser”
hereunder (the Company or such designees being referred to as the “DESIGNATED PURCHASER”) the HOSPITAL’S shares
that the HOSPITAL desires to sell (the “OFFERED SECURITIES”), at the same price and on the terms identical in all
material respects to those terms that the HOSPITAL intends to sell the OFFERED SECURITIES to the PROPOSED TRANSFEREE; provided
that the DESIGNATED PURCHASER shall have no right to acquire the OFFERED SECURITIES unless the DESIGNATED PURCHASER acquires
all of the OFFERED SECURITIES. If such proposed TRANSFER involves consideration other than cash, any Person having rights under
this subparagraph (v) shall have the right to elect to pay, in lieu of such non-cash consideration, cash in an amount equal to
the fair market value of such non-cash consideration. Such offer shall be made by a written notice (the “NOTICE of PROPOSED
TRANSFER”) delivered to the COMPANY not less than thirty (30) days prior to the PROPOSED TRANSFER. Such NOTICE of PROPOSED
TRANSFER shall set forth the identity of the PROPOSED TRANSFEREE, the OFFERED SECURITIES proposed to be sold, the terms and conditions
of the proposed sale, including price per share and any other material terms and conditions or material facts relating to the
proposed sale. In addition, the HOSPITAL shall provide to the DESIGNATED PURCHASER all such other information relating to the
OFFERED SECURITIES, the PROPOSED TRANSFEREE and the proposed sale as the DESIGNATED PURCHASER may reasonably request. If the DESIGNATED
PURCHASER does not accept the HOSPITAL’S offer with respect to all of the OFFERED SECURITIES within fifteen (15) days after
receipt of the NOTICE of PROPOSED TRANSFER from HOSPITAL, the HOSPITAL shall have the right for a period of sixty (60) days following
the sixtieth day after the COMPANY received the NOTICE of PROPOSED TRANSFER from the HOSPITAL, to sell all of the OFFERED SECURITIES,
but at not less than the price, and upon terms not more favorable to the PROPOSED TRANSFEREE, than were contained in the NOTICE
OF PROPOSED TRANSFER. If the OFFERED SECURITIES are not sold within such 60-day period, such OFFERED SECURITIES shall continue
to be subject to the requirements of this subparagraph (v).


 




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4.2   Payments.


 


(a)          
Method of Payment. All payments under this Agreement should be made payable to "Massachusetts Institute of Technology"
and sent to the address identified in Section 14.1. Each payment should reference this Agreement and identify the obligation
under this Agreement that the payment satisfies. Notwithstanding the foregoing, any payments due to HARVARD under Section 6.3
of this Agreement should be paid in accordance with HARVARD’s instructions.


 


(b)          
Payments in U.S. Dollars. All
payments due under this Agreement shall be drawn on a United States bank and shall be payable in United States dollars. Conversion
of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States (as reported in by the
Federal Reserve Bank of St. Louis) on the last working day of the calendar quarter of the applicable REPORTING PERIOD. Such payments
shall be without deduction of exchange, collection, or other charges, and, specifically, without deduction of withholding or similar
taxes or other government imposed fees or taxes, except as permitted in the definition of NET SALES.


 


(c)          
Late Payments. Any payments by
COMPANY that are not paid on or before the date such payments are due under this Agreement shall bear interest, to the extent
permitted by law, at two percentage points above the Prime Rate of interest as reported by the Federal Reserve Bank of St. Louis
on the date payment is due.


 




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5.   Reports
and Records.


 


5.1   Frequency of Reports.


 


(a)          Before
First Commercial Sale. Prior to the first commercial sale of any LICENSED PRODUCT or DISCOVERED PRODUCT or first commercial
performance of any LICENSED PROCESS, or first agreement with a CORPORATE PARTNER, COMPANY shall deliver reports to M.I.T. annually,
within sixty (60) days of the end of each calendar year, containing information concerning the immediately preceding calendar
year, as further described in Section 5.2.


 


(b)          Upon
First Commercial Sale of a LICENSED PRODUCT or DISCOVERED PRODUCT or Commercial Performance of a LICENSED PROCESS. COMPANY
shall report to M.I.T. the date of first commercial sale of a LICENSED PRODUCT or DISCOVERED PRODUCT and the date of first commercial
performance of a LICENSED PROCESS, or first agreement with a CORPORATE PARTNER, within sixty (60) days of occurrence in each country.


 


(c)          After
First Commercial Sale. After the first commercial sale of a LICENSED PRODUCT or DISCOVERED PRODUCT or first commercial performance
of a LICENSED PROCESS, or first agreement with a CORPORATE PARTNER, COMPANY shall deliver reports to M.I.T. within sixty (60)
days of the end of each REPORTING PERIOD, containing information concerning the immediately preceding REPORTING PERIOD, as further
described in Section 5.2.


 


5.2   Content of Reports
and Payments. Each report delivered by COMPANY to M.I.T. shall contain at least the following information for the immediately
preceding REPORTING PERIOD:


 


(i) the number of LICENSED PRODUCTS and DISCOVERED
PRODUCTS sold, leased or distributed by COMPANY, its AFFILIATES, SUBLICENSEES and, if applicable, CORPORATE PARTNERS to independent
third parties in each country, and, if applicable, the number of LICENSED PRODUCTS and DISCOVERED PRODUCTS used by COMPANY, its
AFFILIATES, SUBLICENSEES in the provision of services in each country;


 




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(ii) a description of LICENSED PROCESSES or LICENSED
SERVICES performed by COMPANY, its AFFILIATES and SUBLICENSEES in each country as may be pertinent to a royalty accounting hereunder;


 


(iii) the gross price charged by COMPANY, its
AFFILIATES, SUBLICENSEES and, if applicable, CORPORATE PARTNERS for each LICENSED PRODUCT and DISCOVERED PRODUCT and, if applicable,
the gross price charged for each LICENSED PRODUCT and DISCOVERED PRODUCT used to provide services in each country; and the gross
price charged for each LICENSED PROCESS and LICENSED SERVICE performed by COMPANY, its AFFILIATES and SUBLICENSEES in each country;


 


(iv) calculation of NET SALES for the applicable
REPORTING PERIOD in each country, including a listing of applicable deductions;


 


(v) total royalty payable on NET SALES in U.S.
dollars, together with the exchange rates used for conversion;


 


(vi) calculation of SERVICE INCOME for the applicable
REPORTING PERIOD in each country, and the amount due to M.I.T. from such SERVICE INCOME in U.S. dollars, together with the exchange
rates used for conversion; and


 


(vii) the amount of SUBLICENSE INCOME received
by COMPANY and its AFFILIATES from each SUBLICENSEE and the amount due to M.I.T. from such SUBLICENSE INCOME, including an itemized
breakdown of the sources of income comprising the SUBLICENSE INCOME; and


 


(viii) the number of sublicenses entered into
for the PATENT RIGHTS, LICENSED PRODUCTS and/or LICENSED PROCESSES; and


 


(ix) the amount of CORPORATE PARTNER INCOME received
by COMPANY, its AFFILIATES and SUBLICENSEES from each CORPORATE PARTNER and the amount due to M.I.T. from such CORPORATE PARTNER
INCOME, including an itemized breakdown of the sources of income comprising the CORPORATE PARTNER INCOME; and


 


(x) the number of agreements entered into with
CORPORATE PARTNERS and a fully signed photocopy of any such CORPORATE PARTNER agreements.


 




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If no amounts are due to M.I.T. for any REPORTING
PERIOD, the report shall so state.


 


Notwithstanding the foregoing, if the discovery,
development, use or sale of a DISCOVERED PRODUCT by a CORPORATE PARTNER or SUBLICENSEE is unknown to COMPANY or an AFFILIATE and
does not result in any payments to COMPANY or an AFFILIATE, then the reporting requirements under this Section 5.2 with respect
to such DISCOVERED PRODUCT shall be waived.


 


5.3   Financial Statements.
On or before the ninetieth (90th) day following the close of COMPANY's fiscal year, COMPANY shall provide M.I.T. with COMPANY's
financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement, certified
by COMPANY's treasurer or chief financial officer or by an independent auditor.


 


5.4   Records. COMPANY
shall maintain, and shall cause its AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS to maintain, complete and accurate records
relating to the rights and obligations under this Agreement and any amounts payable to M.I.T. in relation to this Agreement, which
records shall contain sufficient information to permit M.I.T. to confirm the accuracy of any reports delivered to M.I.T. and compliance
in other respects with this Agreement. The relevant party shall retain such records for at least five (5) years following the
end of the calendar year to which they pertain, during which time M.I.T., or M.I.T.'s appointed independent third party accountants
, shall have the right, at M.I.T.'s expense, to inspect such records during normal business hours to verify any reports and payments
made or compliance in other respects under this Agreement. In the event that any audit performed under this Section reveals an
underpayment in excess of *, COMPANY shall bear the full cost of such audit and shall remit any amounts due to M.I.T. within thirty
(30) days of receiving notice thereof from M.I.T.


 


5.5   Confidential Information.


 


(a)    Designation.
CONFIDENTIAL INFORMATION that is disclosed in writing shall be marked with a legend indicating its confidential status (such as
“Confidential” or “Proprietary”). CONFIDENTIAL INFORMATION that is disclosed orally or visually shall
be documented in a written notice prepared by a Disclosing Party and delivered to the Receiving Party within thirty (30) days
of the date of disclosure; such notice shall summarize the CONFIDENTIAL INFORMATION disclosed to the Receiving Party and reference
the time and place of disclosure.


 




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(b)    Obligations.
For a period of five (5) years after disclosure of any portion of CONFIDENTIAL INFORMATION, the Receiving Party shall (i) maintain
such CONFIDENTIAL INFORMATION in strict confidence, except that the Receiving Party may disclose or permit the disclosure of any
CONFIDENTIAL INFORMATION to its directors, officers, employees, consultants, and advisors who are obligated to maintain the confidential
nature of such CONFIDENTIAL INFORMATION and who need to know such CONFIDENTIAL INFORMATION for the purposes of this Agreement;
(ii) use such CONFIDENTIAL INFORMATION solely for the purposes of this Agreement; and (iii) allow its trustees or directors, officers,
employees, consultants, and advisors to reproduce the CONFIDENTIAL INFORMATION only to the extent necessary for the purposes of
this Agreement, with all such reproductions being considered CONFIDENTIAL INFORMATION.


 


(c)   Exceptions.
The obligations of the Receiving Party under Subsection 7.1(b) above shall not apply to the extent that the Receiving Party can
demonstrate that certain CONFIDENTIAL INFORMATION (i) was in the public domain prior to the time of its disclosure under this
Agreement; (ii) entered the public domain after the time of its disclosure under this Agreement through means other than an authorized
disclosure resulting from an act or omission by the Receiving Party; (iii) was independently developed or discovered by the Receiving
Party without use of the CONFIDENTIAL INFORMATION; (iv) is or was disclosed to the Receiving Party at any time, whether prior
to or after the time of its disclosure under this Agreement, by a third party having no fiduciary relationship with the Disclosing
Party and having no obligation of confidentiality with respect to such CONFIDENTIAL INFORMATION ; or (v) is required to be disclosed
to comply with applicable laws or regulations, or with a court or administrative order, provided that the Disclosing Party receives
reasonable prior written notice of such disclosure.


 


(d)   Ownership and Return.
The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own information to the Disclosing
Party) claims ownership of its CONFIDENTIAL INFORMATION in the possession of the Receiving Party. Upon the expiration or termination
of this Agreement, and at the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all originals,
copies, and summaries of documents, materials, and other tangible manifestations of CONFIDENTIAL INFORMATION in the possession
or control of the Receiving Party, except that the Receiving Party may retain one copy of the CONFIDENTIAL INFORMATION in the
possession of its legal counsel solely for the purpose of monitoring its obligations under this Agreement.


 




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6.   Patent
Prosecution.


 


6.1   Responsibility for
PATENT RIGHTS. M.I.T. shall prepare, file, prosecute, and maintain all of the PATENT RIGHTS, but excluding the HARVARD PATENT
RIGHTS (for which HARVARD shall retain such responsibility), using patent counsel reasonably acceptable to COMPANY, such acceptance
not to be unreasonably withheld. COMPANY shall have reasonable opportunities to advise M.I.T. and shall cooperate with M.I.T.
in such filing, prosecution and maintenance. M.I.T. shall instruct its patent counsel to copy COMPANY on all patent prosecution
documents relating to the PATENT RIGHTS, but excluding the HARVARD PATENT RIGHTS. In addition, M.I.T. shall request that HARVARD
instruct its patent counsel to copy COMPANY on all patent prosecution documents relating to the HARVARD PATENT RIGHTS and
to consult with COMPANY on patent prosecution decisions with respect thereto. In the event that COMPANY disputes any bill issued
by such patent counsel, M.I.T. will reasonably cooperate with patent counsel and COMPANY in seeking to resolve the dispute.


 


6.2   International (non-United
States) Filings. Appendix B is a list of countries in which patent applications corresponding to the United States
patent applications listed in Appendix A shall be filed, prosecuted, and maintained. Appendix B may be amended by
mutual agreement of COMPANY and M.I.T.


 


6.3   Payment of Expenses.
Payment of all fees and costs, including attorneys’ fees, relating to the filing, prosecution and maintenance of the PATENT
RIGHTS shall be the responsibility of COMPANY, whether such amounts were incurred before or after the EFFECTIVE DATE. As of March
19, 2011, M.I.T. has incurred approximately * for such patent-related fees and costs. In addition, as of _____________, Harvard
has incurred approximately $__________ for such patent-related fees and costs related to the HARVARD PATENT RIGHTS.


 


(a)          Payment
of Patent Costs Incurred Before the EFFECTIVE DATE. COMPANY shall reimburse M.I.T. and Harvard, respectively, for all of their
actual expenses incurred as of the EFFECTIVE DATE in connection with the preparation, filing, prosecution and maintenance of the
PATENT RIGHTS (“PRE-EFFECTIVE DATE COSTS”) as follows. COMPANY shall reimburse M.I.T. for the PRE-EFFECTIVE DATE COSTS
in three equal installments. The first installment shall be due on the EFFECTIVE DATE; the second installment shall be due on
the first anniversary of the EFFECTIVE DATE; and the third installment shall be due on the second anniversary of the EFFECTIVE
DATE. Notwithstanding the foregoing, all installments shall be immediately due to M.I.T. at the time of COMPANY having raised
funds of at least * from any source. COMPANY shall reimburse Harvard for all of the PRE-EFFECTIVE DATE COSTS for the HARVARD PATENT
RIGHTS on the EFFECTIVE DATE.


 




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(b)          Payment
of Patent Costs Incurred After the EFFECTIVE DATE. As of the EFFECTIVE DATE, payment of all fees and costs, including attorneys’
fees, relating to the filing, prosecution and maintenance of the PATENT RIGHTS shall be the responsibility of COMPANY.


 


COMPANY shall reimburse all amounts due pursuant
to this Section 6.3 within thirty (30) days of invoicing; late payments shall accrue interest pursuant to Section 4.2(c). For
clarity, upon invoicing from HARVARD, COMPANY shall reimburse HARVARD directly for amounts due with respect to the HARVARD PATENT
RIGHTS. In all instances if required, M.I.T. and HARVARD shall pay the fees prescribed for large entities to the United States
Patent and Trademark Office.


 


7.   Infringement.


 


7.1   Notification of Infringement.
Each party agrees to provide written notice to the other party promptly after becoming aware of any infringement of the PATENT
RIGHTS.


 


7.2   Right to Prosecute
Infringements.


 


(a)          COMPANY
Right to Prosecute. So long as COMPANY remains the exclusive licensee of the PATENT RIGHTS in the FIELD in the TERRITORY,
COMPANY, to the extent permitted by law, shall have the right, under its own control and at its own expense, to prosecute any
third party infringement of the PATENT RIGHTS in the FIELD in the TERRITORY, subject to Sections 7.4 and 7.5. M.I.T., WHITEHEAD,
HARVARD and HOSPITAL shall permit any action under this Section to be brought in its name, including being joined as a party-plaintiff,
provided that COMPANY shall hold M.I.T., WHITEHEAD, HARVARD and HOSPITAL harmless from, and indemnify M.I.T., WHITEHEAD, HARVARD
and HOSPITAL against, any costs, expenses, or liability that M.I.T., WHITEHEAD, HARVARD or HOSPITAL incurs in connection with
such action.


 




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Prior to commencing any such action, COMPANY
shall consult with M.I.T. (and HARVARD with respect to the HARVARD PATENT RIGHTS) and shall consider the views of M.I.T. (and
HARVARD with respect to the HARVARD PATENT RIGHTS) regarding the advisability of the proposed action and its effect on the public
interest. COMPANY shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement
action under this Section without the prior written consent of M.I.T. (subject to concurrence of WHITEHEAD, HARVARD and/or HOSPITAL,
as applicable).


 


(b)          M.I.T.
Right to Prosecute. In the event that COMPANY is unsuccessful in persuading the alleged infringer to desist or entering into
a settlement agreement with such alleged infringer or fails to have initiated an infringement action within a reasonable time
after COMPANY first becomes aware of the basis for such action (which period shall be at least * days), M.I.T. shall have the
right, at its sole discretion, to prosecute such infringement under its sole control and at its sole expense, and any recovery
obtained shall belong to M.I.T.


 


7.3   Declaratory Judgment
Actions. In the event that a PATENT CHALLENGE is brought against M.I.T. or COMPANY by a third party, the COMPANY, at its option,
shall have the right within * days after commencement of such action to take over the sole defense of the action at its own expense,
subject to Sections 7.4 and 7.5. If COMPANY does not exercise this right, M.I.T. may take over the sole defense of the action
at M.I.T.’s sole expense if such action relates to PATENT RIGHTS other than the HARVARD PATENT RIGHTS, and HARVARD may take
over the sole defense of the action at HARVARD’s sole expense if such action relates solely to the HARVARD PATENT RIGHTS.


 


7.4   Offsets. COMPANY
may offset a total of * of any expenses incurred under Sections 7.2 and 7.3 against any payments due to M.I.T. under Article 4,
provided that in no event shall such payments under Article 4, when aggregated with any other offsets and credits allowed under
this Agreement, be reduced by more than * in any REPORTING PERIOD.


 


7.5   Recovery. Any recovery
obtained in an action brought by COMPANY under Sections 7.2 or 7.3 shall be distributed as follows: (i) each party shall
be reimbursed for any expenses incurred in the action (including the amount of any royalty or other payments withheld from M.I.T.
as described in Section 7.4, (ii) as to ordinary damages, COMPANY shall receive an amount equal to its lost profits or a reasonable
royalty on the infringing sales, or whichever measure of damages the court shall have applied, and COMPANY shall pay to M.I.T.
based upon such amount a reasonable approximation of the royalties and other amounts that COMPANY would have paid to M.I.T. if
COMPANY had sold the infringing products, processes and services rather than the infringer, and (iii) as to special or punitive
damages, the parties shall share equally in any award.


 




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7.6   Cooperation. Each
party agrees to cooperate in any action under this Article which is controlled by the other party, provided that the controlling
party reimburses the cooperating party promptly for any costs and expenses incurred by the cooperating party in connection with
providing such assistance.


 


7.7   Right to Sublicense.
So long as COMPANY remains the exclusive licensee of the PATENT RIGHTS in the FIELD in the TERRITORY, COMPANY shall have the sole
right to sublicense any alleged infringer in the FIELD in the TERRITORY for future use of the PATENT RIGHTS in accordance with
the terms and conditions of this Agreement relating to sublicenses. Any upfront fees as part of such sublicense shall be shared
equally between COMPANY and M.I.T.; other revenues to COMPANY pursuant to such sublicense shall be treated as set forth in Article
4.


 




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8.
   Indemnification and Insurance


 


8.1   Indemnification.


 


(a)        Indemnity.
COMPANY shall indemnify, defend, and hold harmless M.I.T., Whitehead, Harvard and Hospital (collectively, the “Institutions”),
the affiliates of the Institutions, and the respective directors, trustees, officers, faculty, students, employees, and agents
and the respective successors, heirs and assigns of any of the foregoing (the "Indemnitees"), against any third party
liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses) incurred by or imposed upon any
of the Indemnitees in connection with any claims, suits, investigations, actions, demands or judgments arising out of (i) any
theory of product liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless
of whether such action has any factual basis) concerning any product, process, or service that is made, used, sold, imported,
or performed pursuant to any right or license granted under this Agreement, or (ii) arising out of or related to the exercise
of any rights granted to COMPANY under this Agreement or any breach of this Agreement by COMPANY. Notwithstanding the foregoing,
the COMPANY shall have no obligation to indemnify any Indemnitee for any liability, damage, loss, or expense (including reasonable
attorneys’ fees and expenses) arising out of or in connection with, in whole or in part, the gross negligence or willful
misconduct of any Indemnitee.


 


HHMI and its trustees, officers, employees, and
agents (collectively, “HHMI Indemnitees”), will be indemnified, defended by counsel acceptable to HHMI, and held harmless
by COMPANY from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature
(including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Claims”),
based upon, arising out of, or otherwise relating to this Agreement, including without limitation any cause of action relating
to product liability. The previous sentence will not apply to the extent that a Claim is determined with finality by a court of
competent jurisdiction to result solely form the gross negligence or willful misconduct of an HHMI Indemnitee.


 




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(b)        Procedures.
The Indemnitees agree to provide COMPANY with prompt written notice of any claim, suit, action, demand, or judgment for which
indemnification is sought under this Agreement. COMPANY agrees, at its own expense, to provide attorneys reasonably acceptable
to M.I.T. to defend against any such claim, whether or not such claims are rightfully brought. The Indemnitees shall extend reasonable
cooperation to COMPANY in such defense and will permit COMPANY to conduct and control such defense and the disposition of such
claim, suit, or action (including all decisions relative to litigation, appeal, and settlement); provided, however, that any Indemnitee
shall have the right to retain its own counsel, at the expense of COMPANY, if representation of such Indemnitee by the counsel
retained by COMPANY would be inappropriate because of actual or potential differences in the interests of such Indemnitee and
any other party represented by such counsel. COMPANY agrees to keep M.I.T., WHITEHEAD, HARVARD and HOSPITAL (as applicable) informed
of the progress in the defense and disposition of such claim and to consult with M.I.T., WHITEHEAD, HARVARD and HOSPITAL (as applicable)
with regard to any proposed settlement.


 


Notwithstanding anything to the contrary in this
Agreement, COMPANY shall not enter into any settlement, consent judgment, or other voluntary final disposition of any claim that
has a material adverse effect on the rights of any Indemnitee(s) hereunder or admits any wrongdoing or fault by any Indemnitee(s)
or imposes on any Indemnitee(s) any payment or other liability, without the prior written consent of such Indemnitee(s).


 


In the case of HHMI Indemnitee, notice shall
be given reasonably promptly following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding
the foregoing, the delay or failure of any HHMI Indemnitee to give reasonably prompt notice to COMPANY of any such claim shall
not affect the rights of such HHMI Indemnitee, unless, and then only to the extent that such a delay or failure is prejudicial
to or otherwise adversely affects COMPANY. COMPANY shall not settle any Claims against any HHMI Indemnitee without HHMI’s
written consent, where (a) such settlement would include an admission of liability on the part of any HHMI Indemnitee, (b) such
settlement would impose any restrictions on any HHMI Indemnitee’s conduct of any of its activities, or (c) such settlement
would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the subject matter of
the settled Claim. COMPANY agrees, at its own expense, to provide attorneys to defend against any such Claim, to keep HHMI informed
of the progress in the defense and disposition of any such Claim, and to consult with HHMI with regard to any proposed settlement.


 




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8.2   Insurance. Commencing
at the earlier of (1) the six (6) month anniversary of the EFFECTIVE DATE, or (2) the date upon which COMPANY or an AFFILIATE,
SUBLICENSEE or CORPORATE PARTNER commences research and development activities related to and/or using LICENSED PRODUCTS or LICENSED
PROCESSES (including without limitation any distribution, sale, lease, transfer, performance or use of LICENSED PRODUCTS or LICENSED
PROCESSES) COMPANY shall, at its sole cost and expense, obtain and carry in full force and effect commercial general liability
insurance, including product liability insurance (subject to clause (iii) below) and errors and omissions insurance which shall
protect COMPANY, Indemnitees and HHMI Indemnitees with respect to events covered by Section 8.1(a) above. Such insurance
(i) shall be issued by an insurer licensed to practice in the Commonwealth of Massachusetts or an insurer pre-approved by M.I.T.,
such approval not to be unreasonably withheld, (ii) shall list M.I.T., Whitehead, Harvard and Hospital as additional insureds
thereunder, (iii) shall include product liability coverage and broad form contractual liability coverage, and (iv) shall require
thirty (30) days written notice to be given to M.I.T. prior to any cancellation, non-renewal, or material change thereof. The
limits of such insurance shall not be less than Two Million Dollars ($2,000,000) per occurrence with an aggregate of Three Million
Dollars ($3,000,000) for bodily injury including death; Two Million Dollars ($2,000,000) per occurrence with an aggregate of Three
Million Dollars ($3,000,000) for property damage; and Two Million Dollars ($2,000,000) per occurrence with an aggregate of Three
Million Dollars ($3,000,000) for errors and omissions. In the alternative, COMPANY may self-insure subject to prior approval of
M.I.T., Hospital and the Risk Management Foundation. The minimum amounts of insurance coverage required under this Section 8.2
shall not be construed to create a limit of COMPANY’s liability with respect to its indemnification under Section 8.1 of
this Agreement.  COMPANY shall provide M.I.T. with Certificates of Insurance evidencing compliance with this Section. COMPANY
shall continue to maintain such insurance or self-insurance after the expiration or termination of this Agreement during any period
in which COMPANY or any AFFILIATE or SUBLICENSEE or CORPORATE continues (i) to make, use, or sell a product that was a LICENSED
PRODUCT under this Agreement or (ii) to perform a service that was a LICENSED PROCESS under this Agreement, and thereafter for
a period of five (5) years.


 


If there is a cancellation, non-renewal, or
material change in insurance, and COMPANY does not obtain replacement insurance providing comparable coverage prior to the expiration
of the thirty (30) day notice period described above, M.I.T. shall have the right to terminate this Agreement effective at the
end of such thirty (30) day period. For clarity, this termination clause applies to any material changes in the following terms:
(i) commercial general liability insurance in amounts not less than $2,000,000 per incident and $3,000,000 annual aggregate; (ii)
the naming of Indemnitees as additional insureds; and (iii) product liability coverage and broad form contractual liability coverage
for the company's indemnification under Section 8.1 of this Agreement.


 




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9.   No
Representations or Warranties


 


EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN
THIS AGREEMENT, M.I.T., WHITEHEAD, HARVARD AND HOSPITAL MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PATENT
RIGHTS AND THE RIGHTS GRANTED HEREUNDER, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OF M.I.T., WHITEHEAD, HARVARD OR HOSPITAL OR THIRD PARTIES, VALIDITY, ENFORCEABILITY AND SCOPE OF PATENT RIGHTS, WHETHER
ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.


 


IN NO EVENT SHALL M.I.T., WHITEHEAD, HARVARD,
HOSPITAL, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER M.I.T. SHALL BE ADVISED, SHALL
HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.


 


10. Assignment.


 


This Agreement may not be assigned by COMPANY
without the prior written consent of M.I.T. Notwithstanding the foregoing, COMPANY may, without the prior written consent of M.I.T.,
assign its rights and obligations under this Agreement to an AFFILIATE or to a successor in connection with the transfer of merger,
consolidation, or sale of all or substantially all of its assets or that portion of its business to which this Agreement relates;
provided, however, that:


 


(i) COMPANY shall deliver written notice to
M.I.T. at least fifteen (15) business days prior to the consummation of any such proposed assignment, such notice to include the
assignee’s contact information;


 


(ii) this Agreement shall immediately terminate
if the proposed assignee fails to agree in writing to M.I.T. to be bound by the terms and conditions of this Agreement on or before
the effective date of such assignment, such notice to M.I.T. to also include the proposed assignee’s express agreement to
either clause (a) or (b) below:


 




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(a) to continue to develop and make LICENSED
PRODUCTS and LICENSED PROCESSES reasonably available to the biotechnology and pharmaceutical market for research, discovery and/or
development of diagnostic, biological and/or pharmaceutical products in accordance with the diligence provisions set forth in
Appendix D. For clarify, upon assignment of this Agreement, the assignee shall be bound by the diligence provisions set
forth in Appendix D; or


 


(b) the EXCLUSIVE PERIOD shall terminate
as of the effective date of the assignment, and the license granted hereunder shall become nonexclusive.


 


(iii) COMPANY (or any AFFILIATES) is not in
default of any obligation under this Agreement (including without limitation payment of any amounts due under this Agreement and/or
diligence obligations) at the time of such proposed assignment.


 


Notwithstanding and in addition to the foregoing,
if COMPANY assigns its rights and obligations under this Agreement at any time prior to fulfilling the obligations of Section
3.1(i), (k), (l) and (p), then COMPANY shall pay to M.I.T. an Assignment Fee of *, due on the effective date of such assignment


 


Any attempted assignment in violation of this
Article 10 is void.


 


11.   General
Compliance with Laws


 


11.1   Compliance with Laws.
COMPANY shall use reasonable commercial efforts to comply with all commercially material local, state, federal, and international
laws and regulations relating to the development, manufacture, use, and sale of LICENSED PRODUCTS and LICENSED PROCESSES.


 


11.2   Export Control.
COMPANY and its AFFILIATES and SUBLICENSEES shall comply with all United States laws and regulations controlling the export of
certain commodities and technical data, including without limitation all Export Administration Regulations of the United States
Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain
types of commodities and technical data to specified countries. COMPANY hereby gives written assurance that it will comply with,
and will cause its AFFILIATES and SUBLICENSEES to comply with, all United States export control laws and regulations, that it
bears sole responsibility for any violation of such laws and regulations by itself or its AFFILIATES or SUBLICENSEES, and that
it will indemnify, defend, and hold M.I.T., Whitehead, Harvard, Hospital and HHMI harmless (in accordance with Section 8.1) for
the consequences of any such violation.


 




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11.3   Non-Use of Name.


 


(a) COMPANY and its AFFILIATES and SUBLICENSEES
and CORPORATE PARTNERS shall not use the name of "Massachusetts Institute of Technology," "Lincoln Laboratory",
the Whitehead Institute for Biomedical Research”, “Harvard University”, “Massachusetts General Hospital”
or any variation, adaptation, or abbreviation thereof, or of any of its trustees, directors, officers, faculty, students, employees,
or agents, or any trademark owned by M.I.T., Whitehead, Harvard or Hospital, or any terms of this Agreement in any advertising,
promotional or sales material or other public announcement or disclosure, including any document employed to obtain funds or financing,
without the prior written consent of the applicable party, which consent any party may withhold in its sole discretion. For Hospital,
such approval shall be obtained from Hospital’s Chief Public Affairs Officer. The foregoing notwithstanding, without the
consent of M.I.T., Whitehead, Harvard or Hospital, COMPANY may make factual statements during the term of this Agreement that
COMPANY has a license from M.I.T. under one or more of the patents and/or patent applications comprising the PATENT RIGHTS.


 


(b) COMPANY acknowledges that under HHMI
policy, none of COMPANY, AFFILIATES or SUBLICENSEES may use the name of HHMI or of any HHMI employee (including *) in a manner
that reasonably could constitute an endorsement of a commercial product or service; but that use for other purposes, even if commercially
motivated, is permitted provided that (1) the use is limited to accurately reporting factual events or occurrences, and (2) any
reference to the name of HHMI or any HHMI employee (including *) in press releases or similar materials intended for public release
is approved by HHMI in advance.


 


11.4   Marking of LICENSED
PRODUCTS. To the extent commercially feasible and consistent with prevailing business practices, COMPANY shall mark, and shall
cause its AFFILIATES and SUBLICENSEES to mark, all LICENSED PRODUCTS that are manufactured or sold under this Agreement with the
number of each issued patent under the PATENT RIGHTS that applies to such LICENSED PRODUCT.


 




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12.   Termination


 


12.1   Voluntary Termination
by COMPANY. COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least three (3) months prior
written notice to M.I.T., such notice to state the date at least three (3) months in the future upon which termination is to be
effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date.


 


12.2   Cessation of Business.
If COMPANY ceases to carry on its business related to this Agreement, M.I.T. shall have the right to terminate this Agreement
immediately upon written notice to COMPANY.


 


12.3   Termination for Default.


 


(a)          Nonpayment.
In the event COMPANY fails to pay any amounts due and payable to M.I.T. hereunder, and fails to make such payments within thirty
(30) days after receiving written notice of such failure, M.I.T. may terminate this Agreement immediately upon written notice
to COMPANY.


 


(b)          Material
Breach. In the event COMPANY commits a material breach of its obligations under this Agreement, except for breach as described
in Section 12.3(a), and fails to cure that breach within ninety (90) days after receiving written notice thereof, M.I.T. may terminate
this Agreement immediately upon written notice to COMPANY.


 


12.4   Termination as a Consequence
of PATENT CHALLENGE.


 


(a)          By
COMPANY. If COMPANY or any of its AFFILIATES brings a PATENT CHALLENGE against M.I.T., (and/or WHITEHEAD, HARVARD or HOSPITAL)
or assists others in bringing a PATENT CHALLENGE against M.I.T. (and/or WHITEHEAD, HARVARD or HOSPITAL) (except as required under
a court order or subpoena), then M.I.T. may immediately terminate this Agreement.


 


(b)          By
SUBLICENSEE. If a SUBLICENSEE brings a PATENT CHALLENGE or assists another party in bringing a PATENT CHALLENGE against M.I.T.,
WHITEHEAD, HARVARD and/or HOSPITAL (except as required under a court order or subpoena), then M.I.T. may send a written demand
to COMPANY to terminate such sublicense. If COMPANY fails to so terminate such sublicense within thirty (30) days after M.I.T.’s
demand, M.I.T. may immediately terminate this Agreement.


 




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12.5   Disputes regarding
Termination. If COMPANY disputes any termination by M.I.T. under this Section, it must notify M.I.T. of the nature of such
dispute and the proposed manner in which to resolve the dispute within fifteen (15) business days of receipt of notification of
breach or notification of termination by M.I.T., whichever is sooner. If the parties do not resolve such dispute within ten (10)
days of such notification, then COMPANY shall be required to initiate the dispute resolution procedures outlined in Section 13.3(a)
immediately. If it does not do so, COMPANY shall be considered to have waived its rights to dispute the termination.


 


12.6   Effect of Termination.


 


(a)          Survival.
The following provisions shall survive the expiration or termination of this Agreement:


 


		§	Article
                                         1 (“Definitions”);



		§	Article
                                         8 (“Indemnification and Insurance”);



		§	Article
                                         9 (“No Representations or Warranties”);



		§	Article
                                         13 (“Dispute Resolution”);



		§	Article
                                         14 (“Miscellaneous”);



		§	Section
                                         4.1(c) (“Running Royalties”)



		§	Section
                                         4.1(g) (“Milestone Payments”)



		§	Section
                                         4.1(h) (“Sharing of Consideration Related to DISCOVERED PRODUCTS”)



		§	Section
                                         4.1(k) (“Consideration for Grant of Rights”>>“Equity”)



		§	Section
                                         5.2 (“Content of Reports and Payments”);



		§	Section
                                         5.4 (“Records”);



		§	Section
                                         11.1 (“Compliance With Laws”);



		§	Section
                                         11.2 (“Export Control”); and



		§	Section
                                         12.6 (“Effect of Termination”).



 


(b)          Pre-termination
Obligations. In no event shall termination of this Agreement release COMPANY, AFFILIATES, or SUBLICENSEES from the obligation
to pay any amounts that became due on or before the effective date of termination.


 




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(c)          Discovered
Products. The termination of this Agreement shall not affect the rights of the COMPANY to make, use, sell, offer to sell,
import, DISCOVERED PRODUCTS solely to the extent that the manufacture, use, sale, offer for sale, or import of such DISCOVERED
PRODUCTS would not infringe one or more claims of the PATENT RIGHTS, and provided that COMPANY and its AFFILIATES comply with
the applicable terms of this Agreement with respect to DISCOVERED PRODUCTS. For clarity, COMPANY and its AFFILIATES will not have
any rights under the PATENT RIGHTS after termination of this Agreement.


 


13.   Dispute
Resolution.


 


13.1 Mandatory Procedures. The parties
agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth
in this Article, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement.
If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party
may bring an action for specific performance of these procedures in any court of competent jurisdiction.


 


13.2 Equitable Remedies. Although the
procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating
to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable
judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement.


 


13.3 Dispute Resolution Procedures.


 


(a)         Mediation.
In the event of any dispute arising out of or relating to this Agreement, either party may initiate mediation upon written notice
to the other party ("Notice Date") pursuant to Section 14.1, whereupon both parties shall be obligated to engage in
a mediation proceeding. The mediation shall commence within forty-five (45) days of the Notice Date. The mediation shall be conducted
by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator
in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American
Arbitration Association (AAA) and copied to the requesting party. If within, fifteen (15) days following the request for mediation,
the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial
Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority
to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party
shall be responsible for its own counsel fees and expenses.


 




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(b)         Trial
Without Jury. If the dispute is not resolved by mediation within forty-five (45) days after commencement of mediation, each
party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the
parties expressly waive any right to a jury trial in any legal proceeding under this Article.


 


13.4  Performance to Continue.
Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising
out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during
any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended
to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement.


 


13.5  Statute of Limitations.
The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, estoppel
and laches) shall be tolled while the procedures set forth in Sections 13.3(a) are pending. The parties shall cooperate in taking
any actions necessary to achieve this result.


 


13.6  HHMI. Notwithstanding
the foregoing, any disputes affecting the rights or property of HHMI shall not be subject to any of the provisions of Sections
13.1 through 13.5.


 


14.
  Miscellaneous.


 


14.1 Notice. Any notices required or
permitted under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be sent by hand, recognized
national overnight courier, confirmed facsimile transmission, confirmed electronic mail, or registered or certified mail, postage
prepaid, return receipt requested, to the following addresses or facsimile numbers of the parties:


 


If to M.I.T., for all matters relating to the license:


 


Massachusetts Institute of Technology


Technology Licensing Office, Room NE18-501


One Cambridge Center, Kendall Square


Cambridge, MA 02142-1601


Attention: Director


Tel:       617-253-6966


Fax:      617-258-6790


 




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If to M.I.T., relating to any EQUITY action
after the initial issuance of shares:


 


Massachusetts Institute of Technology


Treasurer's Office


238 Main Street


Cambridge, MA 02142


Attention: Marianthe Mewkill


Tel:       617-253-5422


Fax:      617-258-6676


 


If to COMPANY:    Enumeral
Biomedical Corp.


1450 Broadway, 24th Floor


New York, New York 10018


Attention: Arthur Tinkelenberg


Tel:       347-277-4787


Email:    arthur@enumeral.com


 


If, to COMPANY, notices regarding financial
matters, including invoices:


 


Contact Name: Arthur Tinkelenberg


Department: Enumeral Biomedical Corp.


Address: 1450 Broadway, 24th Floor


New York, New York 10018


Tel: 347-277-4787


Email: arthur@enumeral.com


 


If to HARVARD:


Office of Technology Development


Harvard University


Holyoke Center 727


1350 Massachusetts Avenue


Cambridge, Massachusetts 02138


Fax: (617) 495-9568


Attn:  Chief Technology Development Officer


 


All notices under this Agreement shall be deemed
effective upon receipt. A party may change its contact information immediately upon written notice to the other party in the manner
provided in this Section.


 


14.2  Governing Law/Jurisdiction.
This Agreement and all disputes arising out of or related to this Agreement, or the performance, enforcement, breach or termination
hereof, and any remedies relating thereto, shall be construed, governed, interpreted and applied in accordance with the laws of
the Commonwealth of Massachusetts, U.S.A., without regard to conflict of laws principles, except that questions affecting the
construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted.
The state and federal courts having jurisdiction over Cambridge, MA, USA, provide the exclusive forum for any PATENT CHALLENGE
and/or any court action between the parties relating to this Agreement. COMPANY submits to the jurisdiction of such courts and
waives any claim that such court lacks jurisdiction over COMPANY or its AFFILIATES or constitutes an inconvenient or improper
forum.


 




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14.3 Force Majeure. Neither party will
be responsible for delays resulting from causes beyond the reasonable control of such party, including without limitation fire,
explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or
remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes
are removed.


 


14.4 Amendment and Waiver. This Agreement
may be amended, supplemented, or otherwise modified only by means of a written instrument signed by both parties. Any waiver of
any rights or failure to act in a specific instance shall relate only to such instance and shall not be construed as an agreement
to waive any rights or fail to act in any other instance, whether or not similar.


 


14.5 Severability. In the event that
any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall
not affect any other provision of this Agreement, and the parties shall negotiate in good faith to modify the Agreement to preserve
(to the extent possible) their original intent. If the parties fail to reach a modified agreement within thirty (30) days after
the relevant provision is held invalid or unenforceable, then the dispute shall be resolved in accordance with the procedures
set forth in Article 13. While the dispute is pending resolution, this Agreement shall be construed as if such provision were
deleted by agreement of the parties.


 


14.6 Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.


 


14.7 Headings. All headings are for
convenience only and shall not affect the meaning of any provision of this Agreement.


 


14.8 HHMI. HHMI is not a party to this
Agreement and has no liability to any licensee, sublicensee, or user of any technology covered by this Agreement, but HHMI is
an intended third-party beneficiary of this Agreement and certain of its provisions are for the benefit of HHMI and are enforceable
by HHMI in its own name.


 




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14.9 Entire Agreement. This Agreement
constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements or
understandings between the parties relating to its subject matter.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their duly authorized representatives.


 


The EFFECTIVE DATE of this Agreement is April 15, 2011.


 


	MASSACHUSETTS INSTITUTE OF

TECHNOLOGY	 	ENUMERAL BIOMEDICAL CORP.
	 	 	 
	By: /s/ Lita L. Nelsen	 	By: /s/ Arthur H. Tinkelenberg
	Name: Lita L. Nelsen	 	Name: Arthur H. Tinkelenberg
	Title:Director of Technology Licensing Office	 	Title: President & CEO
	 	 	 
	MASSACHUSETTS INSTITUTE OF	 	 
	TECHNOLOGY	 	 
	 	 	 
	By: /s/ Claude R. Canizares	 	 
	Name:   Claude R. Canizares, Ph.D.	 	 
	Title:     Bruno Rossi Professor of Experimental Physics, Vice President for Research, and Associate Provost	 	 
	 	 	 
	WHITEHEAD INSTITUTE FOR 

BIOMEDICAL RESEARCH	 	 
	 	 	 
	By: /s/ Martin A. Mullins	 	 
	Name: Martin A. Mullins	 	 
	Title: Vice President	 	 


 




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APPENDIX A


List of Patent Applications and Patents


 


I.           United
States Patents and Applications


 


M.I.T. Case No. 13529


United States of America Serial No. 12/911642, Filed October 22,
2010


"Method For Detecting Active And Latent Virally Infected Cells"


by Yuan Gong and John Christopher. Love


 


M.I.T. Case No. 13627


United States of America Serial No. 12/390279, Filed February 20,
2009


"Microarray With Microchannels"


by John Christopher Love, Eliseo Papa and Craig M. Story


 


II.          International
(non-U.S.) Patents and Applications


 


M.I.T. Case No. 12967W


Patent Cooperation Treaty Serial No. US2009/003354, Filed June
1, 2009


"Compositions And Methods For Spatial Separation And Screening
Of Cells"


by John Christopher Love and Kerry Routenberg Love


 


M.I.T. Case No. 13528


Patent Cooperation Treaty Serial No. PCT/US2009/066876, Filed December
4, 2009


"Method For Diagnosing Allergic Reactions"


by Qing Han, John Christopher Love and Vinay Tripuraneni


 


M.I.T. Case No. 13546


Canada Serial No. 2689681, Filed July 13, 2009


Patent Cooperation Treaty Serial No. PCT/US2009/50411, Filed July
13, 2009


"Compositions And Methods For Assessing Cytotoxicity Of Single
Cells"


by Boris Julg, John Christopher Love and Navin Varadarajan


 


M.I.T. Case No. 13627


Patent Cooperation Treaty Serial No. PCT/US2010/024733, Filed February
19, 2010


"Microarray With Microchannels"


by John Christopher Love, Eliseo Papa and Craig M. Story


 




    	54



    	 



    

 


APPENDIX B


 


List of Countries (excluding United States)
for which


PATENT RIGHTS Applications Will Be Filed,
Prosecuted and Maintained


 


It is expected that PATENT RIGHTS will be filed in:


 


*


 


It is understood by both parties, however, that country filing
assessments must properly be made on a case by case basis, and some modifications of this list may be appropriate for particular
cases.


 




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APPENDIX C


 


Form of Non-Exclusive License for the RESEARCH
MARKET


 


Dear Scientist:


 


This Enumeral [gadget name] is provided to you under a LIMITED
USE NONEXCLUSIVE LICENSE. The product and many of its uses are patented; any use of this product except in accordance with this
license will constitute an infringement of our patents.


This license is granted only under the following conditions and
will be void if such conditions are not met:


 


		1.	The [gadget name] will be used only for research in a not-for-profit organization and only under
funding by not-for-profit organizations, including the US government.



 


		2.	Specifically, the [gadget name] will not be used for research or services funded by any for-profit
company, or for research from which any intellectual property is promised to any for-profit company.



 


		3.	The [gadget name] will not be used for clinical diagnostic purposes in human or veterinary medicine.



 


		4.	The [gadget name] will not be transferred to any other organization than your own.



 


		5.	Any transfer of the [gadget name] to another laboratory in your organization will be accompanied
by a copy of this LIMITED USE license and any investigator to whom you will transfer the [gadget name] and who uses the [gadget
name] will be bound by these obligations.





 


In addition:


 


		6.	In any publications arising from the use of the [gadget name] if it is appropriate that the methods
used in the research are described, you will refer to the [gadget name] as “____________________, provided by Enumeral Biomedical
Corp.”





 


[Enumeral may include any appropriate disclaimers and non-warranty
of fitness for use, but NOT indemnification by the non-profit research institution.]


 




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APPENDIX
D


 


COMPANY Diligence Obligations Upon Assignment
of the Agreement


 


In the event of an assignment as described in Article 10, the Diligence
Requirements set forth in Section 3.1 shall be replaced in their entirety with the following:


 


Diligence Requirements. COMPANY shall
use commercially reasonable diligent efforts, or shall cause its AFFILIATES to use commercially reasonable diligent efforts, to
develop LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS, DISCOVERED PRODUCTS or
LICENSED PROCESSES into the commercial market; thereafter, COMPANY or its AFFILIATES shall make LICENSED PRODUCTS, DISCOVERED
PRODUCTS or LICENSED PROCESSES reasonably available to the public. Specifically, COMPANY or AFFILIATE shall fulfill the following
obligations:


 


(a) Within * after the effective date of assignment
of this Agreement, COMPANY shall furnish M.I.T. with a written research and development plan describing the major tasks to be
achieved in order to bring to market a LICENSED PRODUCT, DISCOVERED PRODUCT or a LICENSED PROCESS, specifying the number of staff
and other resources to be devoted to such commercialization effort.


 


(b) Within * after the end of each calendar
year, COMPANY shall furnish M.I.T. with a written report (consistent with Section 5.1(a)) on the progress of its efforts during
the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS, DISCOVERED PRODUCTS or LICENSED PROCESSES.
The report shall also contain a discussion of intended efforts and sales projections for the year in which the report is submitted.


 


(c) COMPANY or an AFFILIATE shall expend at
least * on research toward the development of LICENSED PRODUCTS, LICENSED PROCESSES and/or DISCOVERED PRODUCTS in each calendar
year (pro-rated for partial years) beginning upon the effective date of assignment of this Agreement and ending with the first
commercial sale of a THERAPEUTIC PRODUCT or DIAGNOSTIC PRODUCT by COMPANY or an AFFILIATE.


 


(d) Within * of the effective date of assignment
of this Agreement, COMPANY or an AFFILIATE shall enter into at least * bona fide sublicenses and/or CORPORATE PARTNER agreements
for the development of THERAPEUTIC PRODUCTS and/or DIAGNOSTIC PRODUCTS.


 


(e) Within * of the effective date of assignment
of this Agreement, in the aggregate, COMPANY or an AFFILIATE shall enter into at least * bona fide sublicenses and/or CORPORATE
PARTNER agreements for the development of THERAPEUTIC PRODUCTS and/or DIAGNOSTIC PRODUCTS.


 


(f) Within * of the effective date of assignment
of this Agreement, COMPANY or an AFFILIATE shall commence a Phase 2 clinical trial of a THERAPEUTIC PRODUCT.


 




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(g) Within * of the effective date of assignment
of this Agreement, COMPANY or an AFFILIATE shall make a first commercial sale of a THERAPEUTIC PRODUCT.


 


(h) Within *of the effective date of assignment
of this Agreement, COMPANY or an AFFILIATE shall make a first commercial sale of a DIAGNOSTIC PRODUCT.


 


(i) Within * of the effective date of assignment
of this Agreement, a SUBLICENSEE or CORPORATE PARTNER shall make a first commercial sale of a DIAGNOSTIC PRODUCT.


 


(j) Within * of the effective date of assignment
of this Agreement, a SUBLICENSEE or CORPORATE PARTNER shall commence a Phase 2 clinical trial of a THERAPEUTIC PRODUCT.


 


(k) Within * of the effective date of assignment
of this Agreement, a SUBLICENSEE or CORPORATE PARTNER shall make a first commercial sale of a THERAPEUTIC PRODUCT.


 


(l) Within * of the effective date of assignment
of this Agreement, COMPANY shall permit an in-plant inspection by M.I.T., and thereafter permit in-plant inspections by M.I.T.
at regular intervals with at least six (6) months between each such inspection.


 


(m) As of the effective date of assignment
of this Agreement, COMPANY or an AFFILIATE or SUBLICENSEE shall continue to make an APPARATUS PRODUCT commercially available to
the RESEARCH MARKET * to meet the demand of the RESEARCH MARKET, including maintaining an on hand inventory of APPARATUS PRODUCTS
sufficient to fulfill customer orders without delay.


 


(n) COMPANY or an AFFILIATE or SUBLICENSEE
shall make APPARATUS PRODUCTS available for use by non-profit research institutions without restrictions, for example, without
reach-through rights to discoveries made through use of LICENSED PRODUCTS and LICENSED PROCESSES, under a non-exclusive license
substantially similar to the form set forth in Appendix C.


 


In the event that M.I.T. determines that COMPANY
(or an AFFILIATE) has failed to fulfill any of its obligations under this Section 3.1, then M.I.T. may treat such failure as a
material breach in accordance with Section 12.3(b).


 




    	58



    	 



    

 


EXHIBIT
A-1


 


CONFLICT
AVOIDANCE STATEMENT


 


Name: John Christopher Love


 


Dept. or Lab: Chemical Engineering


 


	Company:	Enumeral Technologies, Inc.
	Address:	1450 Broadway, 24th Floor
	 	New York, NY 10018


 


Licensed Technology:


 


M.I.T. Case No. 12393Q, "Screening
Assays and Methods", by John Christopher. Love, No Inventor and Jehnna Ronan


 


M.I.T. Case No. 12967W, "Method
for Screening Libraries of Enzymes with Improved Catalytic Properties or Altered Substrate Specificity Using Microwells for the
Spatial Separation of Cells Producing the Enzymes", by John Christopher. Love and Kerry Routenberg. Love


 


M.I.T. Case No. 13528, "Method
for Diagnosing Allergic Reactions", by Qing Han, John Christopher. Love and Vinay Tripuraneni


 


M.I.T. Case No. 13529, "Method
for Detecting Active and Latent Virally Infected Cells", by Yuan Gong and John Christopher. Love


 


M.I.T. Case No. 13546, "Method
for Assessing Cytotoxicity of Single Cells", by Boris Julg, John Christopher. Love and Navin Varadarajan


 


M.I.T. Case No. 13627, "Composition
of an Array of Microwells with an Integrated Microfluidic System", by John Christopher. Love, Eliseo Papa and Craig M. Story


 


Because of the M.I.T. license granted to the above company and
my equity* position with this company, I acknowledge the potential for a possible conflict of interest between the performance
of research at M.I.T. and my contractual or other obligations to this company. Therefore, I will not:


 


		1)	use students at M.I.T. for research and development projects
                                         for the company;



 


		2)	restrict or delay access to information from my M.I.T. research;



 


		3)	take direct or indirect research support from the company in
                                         order to support my activities at M.I.T.; or



 


		4)	employ students at the company, except in accordance with Section
                                         4.5.2, “Faculty and Students,” in the Policies and Procedures Guide.



 




    	 



    	 



    

 


In addition, in order to avoid the appearance of a conflict, I
will attempt to differentiate clearly between the intellectual directions of my M.I.T. research and my contributions to the company.
To that end, I will expressly inform my department head/laboratory director annually of the general nature of my activities on
behalf of the company.


 


	 	Signed: /s/ John Christopher Love
	 	Date: 4/14/11


 


Approved by: /s/ Klaus F. Jensen


 


Name (print): Klaus F. Jensen


(Dept. Head or Lab Dir)


 


* "Equity" includes stock, options, warrants or
other financial instruments convertible into stock, which are directly or indirectly controlled by the inventor.


 




    	2



    	 



    

 


EXHIBIT A-2


 


CONFLICT
AVOIDANCE STATEMENT


 


Name: Kerry Routenberg Love


 


Dept. or Lab: Chemical Engineering


 


	Company:	Enumeral Technologies, Inc.
	Address:	1450 Broadway, 24th Floor
	 	New York, NY 10018


 


Licensed Technology:


 


M.I.T. Case No. 12393Q, "Screening
Assays and Methods", by John Christopher. Love, No Inventor and Jehnna Ronan


 


M.I.T. Case No. 12967W, "Method
for Screening Libraries of Enzymes with Improved Catalytic Properties or Altered Substrate Specificity Using Microwells for the
Spatial Separation of Cells Producing the Enzymes", by John Christopher. Love and Kerry Routenberg. Love


 


M.I.T. Case No. 13528, "Method
for Diagnosing Allergic Reactions", by Qing Han, John Christopher. Love and Vinay Tripuraneni


 


M.I.T. Case No. 13529, "Method
for Detecting Active and Latent Virally Infected Cells", by Yuan Gong and John Christopher. Love


 


M.I.T. Case No. 13546, "Method
for Assessing Cytotoxicity of Single Cells", by Boris Julg, John Christopher. Love and Navin Varadarajan


 


M.I.T. Case No. 13627, "Composition
of an Array of Microwells with an Integrated Microfluidic System", by John Christopher. Love, Eliseo Papa and Craig M. Story


 


Because of the M.I.T. license granted to the above company and
my equity* position with this company, I acknowledge the potential for a possible conflict of interest between the performance
of research at M.I.T. and my contractual or other obligations to this company. Therefore, I will not:


 


		1)	use students at M.I.T. for research and development projects
                                         for the company;



 


		2)	restrict or delay access to information from my M.I.T. research;



 


		3)	take direct or indirect research support from the company in
                                         order to support my activities at M.I.T.; or



 


		4)	employ students at the company, except in accordance with Section
                                         4.5.2, “Faculty and Students,” in the Policies and Procedures Guide.



 




    	3



    	 



    

 


In addition, in order to avoid the appearance of a conflict, I
will attempt to differentiate clearly between the intellectual directions of my M.I.T. research and my contributions to the company.
To that end, I will expressly inform my department head/laboratory director annually of the general nature of my activities on
behalf of the company.


 


	 	Signed: /s/ Kerry Love
	 	Date: April 14, 2011


 


Approved by: /s/ Klaus F. Jensen


 


Name (print): Klaus F. Jensen


(Dept. Head or Lab Dir)


 


* "Equity" includes stock, options, warrants or
other financial instruments convertible into stock, which are directly or indirectly controlled by the inventor.


 




    	4



    	 



    

 


EXHIBIT B-1


 


INVENTOR/AUTHOR ACKNOWLEDGMENT OF
NO EQUITY DISTRIBUTION


Form Version 7/14/2010


 


In partial reliance on the undersigned’s
execution of this Acknowledgment, M.I.T. has entered into the license agreement to which this Acknowledgment is attached (the
“LICENSE”) in which COMPANY received certain licenses to the technology listed below, on some or all of which the
undersigned is a listed inventor or author. The undersigned, independently of the LICENSE, has received or will soon acquire equity
in Enumeral Technologies, Inc. (“COMPANY”), and, in accordance with M.I.T.’s licensing policies contained in
M.I.T.'s Guide to the Ownership, Distribution and Commercial Development of M.I.T. Technology, as that policy may be amended
from time to time (specifically §4.10.2 as of this Form Version date), the undersigned, on his/her own behalf and on behalf
of his/her heirs and assigns, acknowledges and agrees that he/she has no right to receive any share of equity income received
by M.I.T. in consideration for the LICENSE.


 


Technology Licensed as of the EFFECTIVE DATE
of the LICENSE:


 


M.I.T. Case No. 12393Q, "Screening
Assays and Methods", by John Christopher. Love, No Inventor and Jehnna Ronan


 


M.I.T. Case No. 12967W, "Method
for Screening Libraries of Enzymes with Improved Catalytic Properties or Altered Substrate Specificity Using Microwells for the
Spatial Separation of Cells Producing the Enzymes", by John Christopher. Love and Kerry Routenberg. Love


 


M.I.T. Case No. 13528, "Method
for Diagnosing Allergic Reactions", by Qing Han, John Christopher. Love and Vinay Tripuraneni


 


M.I.T. Case No. 13529, "Method
for Detecting Active and Latent Virally Infected Cells", by Yuan Gong and John Christopher. Love


 


M.I.T. Case No. 13546, "Method
for Assessing Cytotoxicity of Single Cells", by Boris Julg, John Christopher. Love and Navin Varadarajan


 


M.I.T. Case No. 13627, "Composition
of an Array of Microwells with an Integrated Microfluidic System", by John Christopher. Love, Eliseo Papa and Craig M. Story


 


	Witness: /s/ Kerry Love	Signed: /s/ John Christopher Love
	 	 
	 	Print Name: John Christopher Love
	 	 
	 	Date: 4/14/11


 




    	5



    	 



    

 


EXHIBIT B-2


 


INVENTOR/AUTHOR ACKNOWLEDGMENT OF
NO EQUITY DISTRIBUTION


Form Version 7/14/2010


 


In partial reliance on the undersigned’s
execution of this Acknowledgment, M.I.T. has entered into the license agreement to which this Acknowledgment is attached (the
“LICENSE”) in which COMPANY received certain licenses to the technology listed below, on some or all of which the
undersigned is a listed inventor or author. The undersigned, independently of the LICENSE, has received or will soon acquire equity
in Enumeral Technologies, Inc. (“COMPANY”), and, in accordance with M.I.T.’s licensing policies contained in
M.I.T.'s Guide to the Ownership, Distribution and Commercial Development of M.I.T. Technology, as that policy may be amended
from time to time (specifically §4.10.2 as of this Form Version date), the undersigned, on his/her own behalf and on behalf
of his/her heirs and assigns, acknowledges and agrees that he/she has no right to receive any share of equity income received
by M.I.T. in consideration for the LICENSE.


 


Technology Licensed as of the EFFECTIVE DATE
of the LICENSE:


 


M.I.T. Case No. 12393Q, "Screening
Assays and Methods", by John Christopher. Love, No Inventor and Jehnna Ronan


 


M.I.T. Case No. 12967W, "Method
for Screening Libraries of Enzymes with Improved Catalytic Properties or Altered Substrate Specificity Using Microwells for the
Spatial Separation of Cells Producing the Enzymes", by John Christopher. Love and Kerry Routenberg. Love


 


M.I.T. Case No. 13528, "Method
for Diagnosing Allergic Reactions", by Qing Han, John Christopher. Love and Vinay Tripuraneni


 


M.I.T. Case No. 13529, "Method
for Detecting Active and Latent Virally Infected Cells", by Yuan Gong and John Christopher. Love


 


M.I.T. Case No. 13546, "Method
for Assessing Cytotoxicity of Single Cells", by Boris Julg, John Christopher. Love and Navin Varadarajan


 


M.I.T. Case No. 13627, "Composition
of an Array of Microwells with an Integrated Microfluidic System", by John Christopher. Love, Eliseo Papa and Craig M. Story


 


	Witness: /s/ John Christopher Love	Signed: /s/ Kerry Routenberg Love
	 	Print Name: Kerry Routenberg Love
	 	 
	 	Date: 4/14/11


 




    	6