Exhibit 10.2


 





OPTION AGREEMENT


 


This Option Agreement
(“Agreement”) is made as of July 31st, 2014 (the “Effective Date”) by and between
Universität Leipzig, a German corporate body under public law having its principal place of business at Ritterstr. 26, 04109
Leipzig. Germany (“Leipzig”), and Amarantus Bioscience Holdings, Inc., a Nevada corporation having a principal
place of business at 953 Indiana Street, San Francisco, CA 94107, U.S.A. (“Amarantus”). Leipzig and Amarantus
may each be referred to herein as a “Party” or collectively as the “Parties”.


 


BACKGROUND


 


WHEREAS, Leipzig
is the owner of patent rights relating to PCT Application No. PCT/EP2010/000702 filed on August 12, 2010 (Priority date: February
4, 2009) and entitled “Vector(s) Containing an Inducible Gene Encoding a CDK4/CDK6 Inhibitor Useful for Treating Neurodegenerative
Disorders or Diseases Associated with an Unscheduled Activation of the Cell Cycle” with named inventors Thomas Arendt and
Uwe Ueberham and relating to the German patent DE 19936034 (Priority date: July 30, 1999) (collectively, the “Patent Application(s)”);


 


WHEREAS, Amarantus
desires to obtain an exclusive option to acquire an exclusive license under such patent rights and related technology in the Territory
(as defined below), in accordance with the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


ARTICLE
1

DEFINITIONS


 


As used in this Agreement,
initially capitalized terms shall have the meanings given to them below or elsewhere in this Agreement:


 


1.1            “Affiliate”
means, with respect to a Party, any corporation or other entity which controls, is controlled by or is under common control with
such Party, as the case may be, for so long as such control exists. For purposes of this definition, the term “control”
means (a) direct or indirect ownership of fifty percent (50%) or more of the shares of the subject entity entitled to vote in the
election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority),
or, if less than fifty percent (50%), the maximum ownership interest permitted by applicable law in a particular jurisdiction,
or (b) the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of
such entity, whether through the ownership of voting securities, by contract or otherwise.


 


1.2            “Cover”
means, with respect to any subject matter, the manufacture, use, sale, offering for sale or importation of such subject matter
that would infringe a claim of a patent (or a patent application, if such claim was included in an issued patent) at the time thereof.
“Covered” and “Covering” shall have their correlative meaning.


 


1.3           “Invention”
means any and all subject matter claimed or disclosed in the Patent Application.


 






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1.4           “Leipzig
Know-How” means any and all inventions, developments, discoveries, technical information, know-how, processes, procedures,
compositions, materials, devices, methods, protocols, techniques, data (including clinical data) or other subject matter owned
or controlled by Leipzig that is necessary or useful for the practice of the Invention.


 


1.5            “Leipzig
Technology” means (a) the Invention, (b) any and all patent applications filed on (a) above, including the Patent Applications,
and all continuations, continuations-in-part, substitutions and divisionals of any such applications, in each case owned or controlled
by Leipzig, and (c) all letters patent worldwide issuing on any of the patent applications described in (b), including all reissues,
extensions, confirmations, re-registrations, re-examinations, revalidations and patents of addition, supplementary protection certificates,
or other governmental actions which extend any of the foregoing, in each case owned or controlled by Leipzig ((b) and (c), collectively,
the “Patent Rights”).


 


1.6            “Option
Period” means the period commencing on the Effective Date, and ending on the date that is one (1) year thereafter, and
any extension thereto granted pursuant to Section 2.1.


 


1.7            “Term”
means the term of this Agreement as determined pursuant to Section 8.1.


 


1.8            “Territory”
means worldwide.


 


1.9            “Third
Party” means any person or entity other than Leipzig, Amarantus and their respective Affiliates.


 


ARTICLE
2

OPTION


 


2.1           Option Grant.
Leipzig hereby grants to Amarantus (and its Affiliates) an exclusive option (“Option”) to acquire (a) an exclusive
license, including the right to grant and authorize sublicenses, under the Leipzig Technology, and to research, develop, make,
have made, use, have used, offer for sale, sell, import and otherwise exploit products and/or services in the Territory (the “License”).
Prior to the expiration of the Option Period and in its sole discretion, Amarantus may extend the Option Period for one six (6)
month period by paying Leipzig the fee set forth in Paragraph 4.1(b). Amarantus may exercise the Option at any time during the
Option Period by providing written notice of such exercise to Leipzig. Leipzig agrees to negotiate in good faith a grant to Amarantus
of a non-exclusive license to Leipzig Know-how on terms and conditions to be agreed in the Negotiation Period (as defined below).


 


2.2           Territory
Exclusivity. Except as expressly provided otherwise under this Agreement, during the Option Period (including any extension
thereto) and any Negotiation Period, Leipzig shall not negotiate or enter into any arrangement that would conflict with Amarantus’
right to obtain an exclusive license under the Leipzig Technology pursuant to the Option. Without limiting the foregoing, Leipzig
shall not (a) offer or grant any rights or licenses under the Leipzig Technology in the Territory to any Third Party, (b) offer
or grant any rights to develop or commercialize products or services that incorporate the Leipzig Technology in or for the Territory,
or (c) engage in discussions or negotiations with any Third Party with regard to the grant of the foregoing rights or licenses.


 






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2.3           License Agreement.
Upon exercise of the Option as set forth in Section 2.1 above, Leipzig and Amarantus shall enter into exclusive negotiations with
respect to, and shall use good faith efforts to execute, an agreement granting Amarantus the License (the “License Agreement”)
within three (3) months after such exercise (the “Negotiation Period”). The terms and conditions of any such
License Agreement entered into between Amarantus and Leipzig pursuant to this Agreement will be negotiated in good faith.


 


2.4           Sponsored
Research Agreement. Promptly following the Effective Date, Leipzig and Amarantus shall use good faith efforts to execute a
sponsored research agreement (the “Sponsored Research Agreement”) related to the further development of the
Leipzig Technology. The terms and conditions of any such Sponsored Research Agreement entered into between Amarantus and Leipzig
will be negotiated in good faith.


 


ARTICLE
3

EVALUATION


 


3.1           Disclosure.
Within sixty (60) days following the Effective Date, Leipzig shall provide to Amarantus a copy of the Patent Applications. On request
of Amarantus Leipzig does its best efforts to disclose additional Leipzig Know-How that could be necessary or useful for Amarantus
to understand the Invention, make an evaluation of the Leipzig Technology and determine whether to exercise the Option. During
the Option Period, Leipzig does its best efforts keep Amarantus informed on a regular basis of the progress of all studies conducted
by or on behalf of Leipzig with the Leipzig Technology, and shall provide to Amarantus monthly updates of the progress of any such
studies and all results obtained to date, including any clinical data generated. For the avoidance of doubt nothing in this Agreement
shall be deemed to require Leipzig to conduct, or procure the conduct of studies. In the event that Leipzig and Amarantus deem
a study desirable, Amarantus shall be given the opportunity to participate in the design and funding of such further study on terms
to be agreed.


 


3.2           Access.
Leipzig shall provide Amarantus reasonable opportunity to confer with the inventors named on the Patent Application(s) regarding
the Leipzig Technology, at Amarantus’ request and expense.


 


3.3           Evaluation.
Amarantus shall have the right, using the disclosure made pursuant to this ARTICLE 3, and any other disclosure made by or on behalf
of Leipzig under this Agreement, to evaluate the technical, economic and commercial advantages of the Leipzig Technology and its
market potential in the Territory.


 


ARTICLE
4

PAYMENTS


 


4.1           Option Fee.
In consideration of the Option granted to Amarantus in this Agreement, Amarantus shall pay to Leipzig the following option fees
(each, an “Option Fee”):


 


(a)           Ten Thousand Dollars
(US$10,000) within ten (10) days following the Effective Date; and


 






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(b)           Five Thousand
Dollars (US$5,000) within (10) days following any decision by Amarantus to extend the Option Period in accordance with Section
2.1.


 


4.2           Payment Method.
Amarantus shall pay the amounts due to Leipzig hereunder via wire transfer in immediately available funds to an account specified
by Leipzig in U.S. currency.


 


4.3           Taxes. 
All amounts paid hereunder shall be inclusive of taxes, and Leipzig shall be responsible for any applicable sales tax, value
added tax, duties and any similar taxes and charges incurred by Leipzig with respect to such payments.


 


ARTICLE
5

PATENT MATTERS


 


5.1           Patent Prosecution.
During the Term, Leipzig shall file for, prosecute and maintain the Patent Applications and/or any related national filings in
the United States, the European Union, Australia, Canada, China, India, Korea and Japan and shall: (a) provide Amarantus
with copies of and an opportunity to review and comment upon (which comments Leipzig shall consider in good faith and use all reasonable
efforts to implement the same) any communications, filings or applications relating to such patent applications at least thirty
(30) days before the submission thereof to any patent office in the United States and the European Union, and (b) provide Amarantus
with copies of all material communications, filings or submissions made or received with respect to filing, prosecution and maintenance
of such patent applications in the United States and the European Union. Furthermore, Leipzig shall keep Amarantus fully informed
with respect to all filing, prosecution and maintenance activities with respect to the Patent Rights worldwide during the Term.
Amarantus shall reimburse Leipzig for reasonable patent expenses (including overheads [reduced rate of 15 %] and inventors bonus
according German Employee’s Inventions Act) incurred in relation to the Patent Applications from the Effective Date until
the termination or expiration of the Option Period.


 


5.2           Limit on
Leipzig Obligations. For the avoidance of doubt Leipzig shall have no obligation to maintain the Patent Applications in territories
outside the United States, the European Union, Australia, Canada, China and Japan.


 


ARTICLE
6

CONFIDENTIALITY


 


6.1           Confidential
Information. As used in this Agreement, “Confidential Information” means nonpublic information, including,
without limitation know-how, disclosed by or on behalf of one Party or its Affiliates to the other Party or its Affiliates in connection
with this Agreement and (a) if disclosed in written or tangible form, is labeled or designated by the disclosing party as “confidential”
or “proprietary,” (b) if disclosed orally, is identified as “confidential” or “proprietary”
at the time of such disclosure to the receiving party and reduced to writing within thirty (30) days after such disclosure, or
(c) is reasonably obvious as “confidential” or “proprietary” due to the nature of the information and the
manner of disclosure. Each Party shall use reasonable efforts to maintain in confidence and shall not disclose to any Third Party
any Confidential Information furnished to it by the other Party and agrees not to use any such Confidential Information of the
other Party other than as necessary to exercise its rights or carry out its obligations under this Agreement, except as otherwise
set forth in this ARTICLE 6. Each Party shall ensure that its employees have access to Confidential Information of the other Party
only on a need-to-know basis and are subject to written obligations of confidentiality and non-use substantially similar to those
in this ARTICLE 6. The foregoing obligations shall not apply to information that:


 






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(a)           was already known
to the receiving Party at the time of disclosure, other than under an obligation of confidentiality, as evidenced by written documentation;


 


(b)           was generally
available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;


 


(c)           becomes generally
available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission
of the receiving Party in breach of this Agreement;


 


(d)           was subsequently
lawfully disclosed to the receiving Party by a person other than a Party hereto; or


 


(e)           is independently
developed by the receiving Party, as evidenced by written documentation.


 


6.2           Permitted
Use and Disclosures. Each Party hereto may disclose Confidential Information disclosed to it by the other Party to the extent
such use or disclosure is reasonably necessary in complying with applicable law or regulation or legal process, provided
that if a Party is required to make any such disclosure of another Party’s Confidential Information, it will give reasonable
advance notice to the latter Party of such disclosure and, will use good faith efforts consistent with its normal business practices
to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise).
Any Confidential Information so disclosed shall retain its confidentiality protection for all purposes other than such legally
compelled disclosure. Amarantus may also disclose this Agreement and Leipzig’s Confidential Information to actual and potential
investors and acquirers as is reasonably necessary in connection with such investment or acquisition.


 


6.3           Confidential
Terms. Except as expressly provided herein, each Party agrees not to disclose the existence or terms of this Agreement to any
Third Party without the written consent of the other Party; provided, however, that disclosures may be made by a
Party (a) to its Affiliates, (b) to its advisors and consultants so long as they are bound by written obligations of confidentiality
and non-use substantially similar to those in this ARTICLE 6, and/or (c) in order to comply with applicable law or regulation.


 


ARTICLE
7

REPRESENTATIONS AND WARRANTIES


 


7.1           Mutual Representations
and Warranties. Each Party hereby represents and warrants that:


 


(a)           it has the power
and authority and the legal right to enter into this Agreement and perform its obligations hereunder; and


 






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(b)           the Agreement
has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party
and is enforceable in accordance with its terms.


 


7.2           Leipzig Declarations.
Leipzig hereby declares that:


 


(a)           it is the sole
and exclusive owner of the Invention and the Patent Applications and has sufficient rights in all other Leipzig Technology to grant
to Amarantus the Option and License;


 


(b)           prior to the Effective
Date, it has not entered and, on or after the Effective Date, it will not enter into any agreement with any Third Party which is
in conflict with the rights granted to Amarantus under this Agreement; and it has not taken and will not take any action that would
in any way prevent it from granting the rights granted to Amarantus under this Agreement, or that would otherwise adversely affect
the rights granted to Amarantus under this Agreement;


 


(c)           there are no existing
or threatened actions, suits or claims pending against Leipzig with respect to any Leipzig Technology or Leipzig’s ability
to enter into and perform its obligations under this Agreement;


 


(d)           to its knowledge,
except for the Patent Applications, as of the Effective Date, Leipzig does not own or control any patent or patent application
(including any invention disclosure or draft patent application for which a patent application is intended to be filed) the claims
of which would dominate any practice of the Leipzig Technology in the Territory; and


 


(e)           to its knowledge,
no Third Party is infringing or misappropriating the Leipzig Technology.


 


ARTICLE
8

TERM AND TERMINATION


 


8.1           Term.
Unless earlier terminated as provided in this Agreement or extended by written agreement of the parties, this Agreement shall terminate
on the later date of (a) the expiration of the Option Period (including any extension thereof); or (b) if the Option is exercised
by Amarantus, the expiration of the Negotiation Period.


 


8.2           Termination
by Amarantus. Amarantus may terminate this Agreement upon thirty (30) days’ written notice to Leipzig.


 


8.3           Termination
for Cause. Either Party may terminate this Agreement if the other Party is in material breach or default of this Agreement,
and fails to cure such material breach or default within thirty (30) days after receiving written notice thereof.


 


8.4           Effect of
Termination. Upon the termination of this Agreement, each Party shall promptly destroy or return to the other Party all Confidential
Information received from the other Party pursuant to this Agreement (except one copy which may be retained in confidential archives
for the purpose of ensuring compliance with this Agreement only). Except as set forth in this Section 8.4 or Section 8.5 below,
all rights and obligations of the Parties hereunder shall terminate upon the expiration or termination of this Agreement.


 






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8.5           Survival.
Sections 8.4, 8.5, and ARTICLES 6 and 9 of this Agreement shall survive the expiration or termination of this Agreement for any
reason.


 


ARTICLE
9

MISCELLANEOUS


 


9.1           Governing
Law. This Agreement and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced
in accordance with the laws of the State of California, U.S.A. without reference to conflicts of laws principles. The Parties hereby
expressly consent to the personal and exclusive jurisdiction and venue of the courts located in Santa Clara County, California,
U.S.A.


 


9.2           Independent
Contractors. The relationship of the Parties hereto is that of independent contractors. The Parties hereto shall not be deemed
to be agents, partners or joint venturers of the other for any purpose as a result of this Agreement or the transactions contemplated
thereby.


 


9.3           Assignment.
This Agreement shall not be assignable by either Party to any Third Party hereto without the written consent of the other Party
hereto; provided, however, Amarantus may assign this Agreement, without Leipzig’s consent, to (a) an Affiliate,
or (b) an entity that acquires all or substantially all of the business or assets of Amarantus to which this Agreement pertains,
whether by merger, reorganization, acquisition, sale, or otherwise. The terms and conditions of this Agreement shall be binding
on and inure to the benefit of the permitted successors and assigns of the Parties. Any attempted assignment of this Agreement
other than as permitted under this Section 9.3 shall be null and void.


 


9.4           Notices.
All notices, requests and other communications hereunder shall be in writing and shall be personally delivered or sent by telecopy
or other electronic facsimile transmission or by registered or certified mail, return receipt requested, postage prepaid, in each
case to the respective address specified below, or such other address as may be specified in writing to the other Party hereto:


 


		Amarantus:	Amarantus Bioscience Holdings, Inc.



c/o Janssen Labs
@ QB3

953 Indiana Street

San Francisco, CA 94107, U.S.A.


Attn: ______________


Facsimile: __________


 


 


		Leipzig:	Universität Leipzig



Forschungskontaktstelle


Ritterstr. 26


04109 Leipzig,
Germany


Attn: Dr. Dirk Wilken


Facsimile: +49 –
341 – 79 – 35010


 






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9.5           Compliance
with Laws. In exercising their rights under this Agreement, the Parties shall fully comply in all material respects with the
requirements of any and all applicable laws, regulations, rules and orders of any governmental body having jurisdiction over the
exercise of rights under this Agreement.


 


9.6           Entire Agreement;
Amendment. This Agreement constitutes the entire and exclusive agreement between the Parties with respect to the subject matter
hereof and supersedes and cancels all previous discussions, agreements, commitments and writings in respect thereof. No provision
of this Agreement may be waived, amended or added unless mutually agreed upon in writing by both parties.  In the event any
provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other
provision of the Agreement.


 


9.7           Publicity.
The Parties have mutually approved a press release attached hereto as Exhibit 9.7 with respect to this Agreement and either
Party may make subsequent public disclosure of the contents of such press release. Subject to the foregoing, each Party agrees
not to issue any press release or other public statement, whether oral or written, disclosing the terms hereof without the prior
written consent of the other Party, provided however, that neither Party will be prevented from complying with any duty of disclosure
it may have pursuant to applicable laws or pursuant to the rules of any recognized stock exchange or quotation system, subject
to that Party notifying the other Party of such duty and limiting such disclosure as reasonably requested by the other Party (and
giving the other Party sufficient time, and in all instances at least ten (10) Business Days, to review and comment on any proposed
disclosure, unless otherwise required by Applicable Law).


 


9.8           Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which constitute one agreement.


 


 


IN
WITNESS WHEREOF, the Parties, intending to be legally bound, have
caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.


 


	UNIVERSITÄT LEIPZIG	 	AMARANTUS BIOSCIENCE	 
	 	 	 	HOLDINGS, INC.	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	 	 	 	 	 	 
	Name:	 	 	Name:	 	 
	 	 	 	 	 	 
	Title:	 	 	Title:	 	 


 


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Exhibit 9.2


 


Initial Press Release


 


 


 


 


 








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