Exhibit
10.1


 


**
CERTAIN IDENTIFIED INFORMATION HAS BEEN


EXCLUDED
FROM THIS EXHIBIT BECAUSE SUCH


INFORMATION
BOTH IS NOT MATERIAL AND WOULD BE


COMPETITIVELY
HARMFUL IF PUBLICLY DISCLOSED **


 


Technology
Transfer Agreement


 


This
Technology Transfer Agreement between Qualigen, Inc. (“Qualigen”), a legal entity incorporated in Delaware,
USA, with its offices at 2042 Corte del Nogal, Suite B, Carlsbad, California 92011, USA; and Yi Xin Zhen Duan Jishu (Suzhou) Ltd.
(翊新诊断技术(苏州)有限公司) (“Licensee”),
a legal entity registered in Room 301, 302, Building 9, No. 188 Fu Chung Jiang Lu, Suzhou High Technology Zone, Suzhou,(中国苏州富春江路188号9号楼301,302室),
the People’s Republic of China (individually “Party” and together “Parties”), is effective
as of October 7, 2020 (“Effective Date”).


 


Article
1 Recitals


 


WHEREAS,
Qualigen is the owner of FastPack® products and technologies;


 


WHEREAS,
the Parties wish to commercialize FastPack® products in China; and


 


WHEREAS,
the Parties wish to use the FastPack® technologies to develop, manufacture and commercialize new FastPack 2.0 (and
higher) products;


 


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


 


Article
2 Definitions 


 


	2.1	“China”
    means the People’s Republic of China, but excluding the Hong Kong Special Administrative Region, the Macau Special Administrative
    Region, and Taiwan.


 


	2.2	“Exclusive”
    means that Qualigen will not grant any licenses or any right to use the Licensed Patents or the Qualigen Technology to any
    third party for the purposes set forth in Section 3.1(a)-(c) in or for the Licensed Territory.


 


	2.3	“FastPack
    2.0” means products manufactured and commercialized by Licensee using the Licensed Patents and/or the Qualigen Technology
    with the exclusion of FastPack® generation 1.0, IP or PRO.


 


	2.4	“Fields
    of Use” means all applications excluding Industrial Testing.


 


	2.5	“Industrial
    Testing” means all testing to detect, identify and/or quantitate one or more nucleic acid sequences in environmental
    and industrial samples, including, without limitation, water, air, manufactured products, manufacturing media and any and
    all materials associated with production of foodstuffs and beverages for any purpose, including, without limitation, quality
    control. Without limiting the generality of the foregoing, Industrial Testing includes testing environmental samples for agents
    of bioterrorism.


 




    	1



     


    

 


	2.6	“Legacy
    Customers” means Qualigen’s FastPack 1.0, IP or PRO direct or indirect customers as of the Sekisui Termination
    Date. Qualigen shall provide to Licensee a name list of the Legacy Customers forthwith after the Sekisui Termination Date.
    It is understood that for the purposes of this Agreement there are not (and will not be) any Legacy Customers in China.


 


	2.7	“Licensed
    Patents” means patents listed under Appendix 1(a).


 


	2.8	“Licensed
    Territory” means China before the Sekisui Termination Date and worldwide after the Sekisui Termination Date.


 


	2.9	“Net
    Sales” means the gross amount invoiced and/or received by Licensee, or Licensee’s affiliates, sublicensees
    or sublicense-assignees, for the sale or other disposition of FastPack 2.0 consumables Products and FastPack generation 1.0,
    IP and PRO Products by Licensee or Licensee’s affiliates, sublicensees or sublicense-assignees to Third Parties (but
    excluding sales or other dispositions by Licensee or Licensee’s affiliates, sublicensees or sublicense-assignees to
    a Licensee’s affiliate, a sublicensee, a sublicensee’s affiliate, a sublicense-assignee or a sublicense-assignee’s
    affiliate, and excluding sales or other dispositions by a sublicensee or a sublicense-assignee (or their affiliate) to an
    affiliate of sublicensee or sublicense-assignee), less the following deductions to the extent actually allowed or incurred
    with respect to such sales/dispositions (the “Permitted Deductions”):


 


	 	a.	Trade,
    cash and quantity discounts;


 


	 	b.	Discounts,
    refunds, rebates actually taken, chargebacks, retroactive price adjustments, and any other allowances which effectively reduce
    the net selling price (other than such which have already diminished the gross amount invoiced), including, without limitation,
    those granted to trade customers, group purchasing organizations, managed health care organizations, pharmacy benefit managers
    (or equivalents thereof), federal, state, national, provincial, local or other governments, their agencies and purchasers
    and reimbursers or to trade customers (in each case, other than such which have already diminished the gross amount invoiced);


 


	 	c.	Credits,
    rebates or allowances actually granted for defective or damaged Products of such type, or for returns or rejections of Product
    including in connection with recalls, (including allowances for spoiled, outdated or withdrawn Products of such type);


 


	 	d.	Amounts
    invoiced for sales of Products (of such type) but actually written off in good faith as uncollectible (net of any recoveries
    on written-off debt);


 


	 	e.	Shipping,
    packaging, handling, freight, postage, insurance, warehousing and transportation charges, but all only to the extent included
    as a separate line item in the gross amount invoiced; and


 


	 	f.	Any
    tax imposed in relation to the production, sale, delivery, importation or use of Products of such type, including, without
    limitation, import, export, sales, use, excise or value added taxes and customs, tariffs and duties, and other equivalent
    charges, but all only to the extent included as a separate line item (e.g., “taxes”) in the gross amount invoiced.


 




    	2



     


    

 


For
clarity: a particular deduction may only be accounted for once in the calculation of Net Sales.


 


In
determining amounts with respect to sales and/or expenses not denominated in United States Dollars, conversion from the applicable
foreign currency in which such sales and/or expenses were recorded to United States Dollars shall be performed at the exchange
rate reported in The Wall Street Journal, Eastern United States Edition, for the last trading day of the applicable calendar quarter;
based on the resulting Net Sales in United States Dollars, the then applicable royalties/Net Sales Payments shall be calculated.


 


In
the event that a Product of such type is commercialized in combination with one or more services and/or with one or more products
which are themselves not Products of such type for a mutually related price (e.g., buy one and get a discount on or a coupon for
the other) or for a single price, the Net Sales for such Product shall be calculated by multiplying the gross amount invoiced
for such combination sale by the fraction A/(A+B) where A is the fair market value of the Product and B is the fair market value
of the other product(s) and/or service(s) in the combination sale, and allocating applicable “Net Sales” deductions
in the same proportion.


 


If
the third party has paid Licensee or Licensee’s affiliates, sublicensees or sublicense-assignees any amount in connection
with Products other than per-unit sales prices (e.g., an upfront payment for a distribution right), such amount shall be allocated
over sales of Product units in an appropriate manner as if it were additional per-unit sales price.


 


If
Licensee or Licensee’s affiliates, sublicensees or sublicense-assignees disposes of any units of Products (of such type)
for any consideration other than monetary consideration, then the Net Sales for such units of Product shall be the fair market
value of such units of Product.


 


	2.10	“Net
    Sales Payment” means periodic payments to Qualigen in the nature of royalties, calculated as a percentage of Net
    Sales of Products. (The Parties acknowledge and agree that these payments are payable whether they are characterizable as
    royalties (e.g., Qualigen’s intellectual property other than the Transferred Patents covers, is incorporated into, or
    otherwise relates to Products sold by Licensee) or not; to the extent not characterizable as royalties, the Net Sales Payments
    are deemed to be consideration defined and paid (over a defined period of time) for assignment of the Transferred Patents
    and for Qualigen’s other assistance hereunder, subject to the limitations described herein and together with Licensee’s
    other obligations hereunder.)


 


	2.11	“Products”
    means products covered by the Licensed Patents, the Transferred Patents and/or the Qualigen Technology.


 




    	3



     


    

 


	2.12	“Qualigen
    Technology” means the additional know-how, information and/or materials in connection to the Licensed Patents or
    Transferred Patents that have been or will be provided by Qualigen to Licensee (including without limitation the information
    provided pursuant to Sections 5.3-5.6).


 


	2.13	“Representatives”
    means a Party’s affiliates, and the Party’s and its affiliates’ respective employees, officers, directors,
    managers, agents, contractors, consultants and advisors.


 


	2.14	“Sekisui
    Termination Date” means May 1, 2022.


 


	2.15	“Transferred
    Patents” means the registered patents and pending patents in China listed under Appendix 1(b).


 


Article
3 Grant


 


	3.1	Subject
    to the terms and conditions of this Agreement, Qualigen irrevocably grants Licensee an Exclusive and indefinite license of
    the Licensed Patents and the Qualigen Technology in the Fields of Use in and for the Licensed Territory for:


 


	 	a.	making,
    having made, selling, having sold and using FastPack 2.0 (and higher) Products,


 


	 	b.	selling
    FastPack 2.0 (and higher) Products to Sekisui Diagnostics, LLC for distribution anywhere in the world as determined by Licensee,
    either before or after Sekisui Termination Date, and


 


	 	c.	making,
    having made, selling, having sold and using FastPack 2.0 (and higher) Products worldwide after the Sekisui Termination Date,
    including by direct-selling or through Sekisui Diagnostics, LLC or through any distributor selected by Licensee.


 


	 	This Section 3.1
    is subject to Section 4.2. In addition, Licensee agrees that it shall not distribute or sell FastPack 2.0 (and higher) Products,
    directly or indirectly, to Legacy Customers after the Sekisui Termination Date.






 





	3.2	Qualigen
    confirms that it will not grant any license or right to use the Licensed Patents or the Qualigen Technology to any third party
    for the purposes set forth in Section 3.1(a)-(c) in and for the Licensed Territory.


 


	 	a.	Notwithstanding
    the foregoing, to the extent that any Licensed Patents are licensed to Qualigen by a third party on a non-exclusive basis,
    the license granted to Licensee in the foregoing sentence shall be non-exclusive. For clarity, as Qualigen is unable to grant
    Licensee any rights that it does not have, in the event that Qualigen obtains a non-exclusive license from a third party for
    Licensed Patents, then Qualigen shall pass on such rights to Licensee hereunder via a license that grants rights that are
    to such extent non-exclusive. It is understood that all references in this Agreement to “licenses” from Qualigen
    to Licensee (and other forms of the word “license”) include applicable sublicenses from Qualigen (as sublicensor)
    to Licensee (as sublicensee).


 




    	4



     


    

 


	3.3	Subject
    to the terms and conditions of this Agreement, Qualigen irrevocably grants Licensee a non-Exclusive and indefinite license
    of the Licensed Patents and the Qualigen Technology in the Fields of Use for:




 


	 	a.	after
    the Sekisui Termination Date, selling, having sold and using in and for the United States FastPack 1.0, IP or PRO products
    purchased by Licensee from Qualigen at Qualigen’s then-current wholesale prices (i.e., the then-current prices that
    are charged to major USA distributors such as McKesson or Henry Schein), including by direct-selling or through any general
    distributor selected by Licensee; and


 


	 	b.	after
    the Sekisui Termination Date, making, having made, selling, having sold and using anywhere in the Licensed Territory (except
    the United States) FastPack 1.0, IP or PRO products produced by Licensee, including by direct-selling or through Sekisui Diagnostics,
    LLC or through any general distributor selected by Licensee.


 


	3.4	Qualigen
    agrees that Licensee may, at its option, grant a sub-license under the Exclusive license granted under Section 3.1
    to any third party by entering into a sub-license agreement with such third party, provided that (i) the sub-licensee agrees
    to be bound by all provisions thereof, including, without limitation, those provisions imposing any obligations on Licensee
    under this Agreement; (ii) the sub-licensee is not allowed to further transfer or grant the sub-license to any other person;
    and (iii) no such sub-license agreement shall contain any provision inconsistent with this Agreement.


 


	3.5	Subject
    to the terms and conditions of this Agreement, Qualigen shall transfer the Transferred Patents listed in Appendix 1(b) to
    the Licensee. Upon the reasonable request by the Licensee, Qualigen shall cooperate with the Licensee to handle the relevant
    governmental procedures for the transfer of the Transferred Patents, and execute and provide the necessary documents required
    for the governmental procedures. The reasonably incurred cost for Qualigen’s cooperation and the governmental procedures
    for the transfer of the Transferred Patents shall be borne by the Licensee.


 


	3.6	Except
    for branded products which it purchases from Qualigen, Licensee shall not have rights to use the FastPack® trademark (or
    any similar mark) for any products anywhere other than in China. For clarity, Licensee shall have the right to register in
    China, for Licensee’s own account, a trademark or trademark for the word FastPack and/or similar word(s)/phrase(s) (all
    together, the “China FastPack Trademark”) and Qualigen shall assist the Licensee to apply for the relevant
    registration.


 


Article
4 Retained Rights


 


	4.1	Before
    the Sekisui Termination Date, Qualigen retains rights to develop, make, have made, manufacture, use, import, market, sell,
    distribute, and commercialize FastPack generation 1.0, IP and PRO products outside of China, and Licensee has rights to develop,
    make, have made, manufacture, use, import, market, sell, distribute, and commercialize FastPack generation 1.0, IP and PRO
    products in China.


 


	4.2	After
    the Sekisui Termination Date, Qualigen retains rights to develop, make, have made, manufacture, use, import, market, sell,
    distribute, and commercialize FastPack generation 1.0, IP and PRO products (i) outside of the United States and outside of
    China, but only to Legacy Customers, and (ii) in the United States; and Licensee has rights to develop, make, have made, manufacture,
    use, import, market, sell, distribute, and commercialize FastPack generation 1.0, IP and PRO products (iii) in China, (iv)
    outside of the United States and outside of China, but not directly or indirectly to Legacy Customers and (v) in the United
    States, but not directly or indirectly to Legacy Customers.


 




    	5



     


    

 


	 	a.	During
    this period, Qualigen will make FastPack generation 1.0, IP and PRO products available for sale to Licensee at Qualigen’s
    then-current wholesale prices (i.e., the then-current prices that are charged to major USA distributors such as McKesson or
    Henry Schein), for distribution in and for (and only in and for) the United States, and Licensee shall not market or sell
    FastPack generation 1.0, IP and PRO products in or for the United States except for those quantities which Licensee purchases
    from Qualigen to be distributed by Licensee in and for (and only in and for) the United States and subject to Section 4.2(v).
    (And Licensee shall not import FastPack generation 1.0, IP and PRO products into the United States.)


 


Article
5 Technology Transfer and R&D Technical Support


 


	5.1	Qualigen
    shall provide reasonable access for Licensee to use Qualigen’s facilities and equipment, until the second anniversary
    of the Effective Date, in support of Licensee’s research, development and prototype manufacturing (it being agreed that
    Qualigen is not required to provide physical materials such as instruments or reagents, except at an additional price, which
    shall be at an agreed inter-company transfer price.).


 


	5.2	Qualigen
    shall provide to Licensee a reasonable level of consulting assistance from Qualigen personnel (as authorized in Section
    6.3) in support of Licensee’s research, development and optimization of the identified first five FastPack 2.0 immunoassays
    (it being agreed that such consulting assistance will not require travel outside the USA by Qualigen personnel and that Qualigen
    is not required to provide physical materials such instruments or reagents, except at an additional price, which will be reasonable).


 


	5.3	Qualigen
    shall provide to Licensee copies of all designs, engineering drawings, assembly SOP, process control documents (if applicable),
    quality control, and quality assurance procedure documents related to the Licensed Patents and the Qualigen Technology licensed
    and Transferred Patents transferred under Article 3; if these documents are not in Qualigen’s possession, Qualigen
    shall reasonably assist Licensee to obtain such documents from Qualigen’s vendors.


 


	5.4	Qualigen
    shall provide to Licensee copies of all designs, engineering drawings, assembly SOP, process control documents (if applicable),
    quality control, and quality assurance procedure documents of the automated assembly line used to manufacture the FastPack
    consumables.


 


	5.5	Qualigen
    shall provide to Licensee copies of complete consumable and instrument product BOM related to the Licensed Patents and the
    Qualigen Technology licensed and Transferred Patents transferred under Article 3, and the related vendor information.


 


	5.6	Qualigen
    shall deliver to Licensee copies of Qualigen’s FastPack regulatory filings with the USA Food and Drug Administration,
    when requested by Licensee.


 




    	6



     


    

 


Article
6 Technology Transfer and R&D Technical Support Payment


 


	6.1	The
    technology transfer fee shall be [***] (the “Technology Transfer Fee”). Within 20 days after the Parties
    sign this Technology Transfer Agreement, Licensee shall pay Qualigen the Technology Transfer Fee in full. Once Qualigen receives
    the Technology Transfer Fee, Licensee has the rights under Article 3 and Article 5.


 


	6.2	Within
    three (3) months after (i) the payment of the Technology Transfer Fee and (ii) Licensee receives the documents and/or materials
    set forth under Article 5.3, 5.4 and 5.5, Licensee shall pay Qualigen the R&D technical support fee amounting to [***]
    (the “R&D Technical Support Fee”).


 


	6.3	The
    Parties agree and acknowledge that (i) the Technology Transfer Fee of [***] is payable to Qualigen as the fee for Qualigen
    to grant Licensee Exclusive rights of using the Licensed Patents and the Qualigen Technology and transfer the Transferred
    Patents subject to Section 3.1 and Section 3.5 of this Agreement, and (ii) the R&D Technical Support Fee
    of [***] will be used for Qualigen to make available to facilitate technology transfer to Licensee under the principles set
    forth in Section 6.4.


 


	6.4	In
    respect of the R&D Technical Support Fee, Qualigen shall establish a technical support account for Licensee with a maximum
    availability of [***]. Licensee may draw upon this account for the purchase of analyzers, reagents and components at distributor
    (or equivalent) pricing, provided that such purchases must be for technology transfer/technical support/R&D purposes only,
    must be completed by no later than December 31, 2021, and must not exceed [***] in the aggregate. (As an initial matter, it
    is agreed that Licensee shall draw against this account, at an agreed total price of [***] against the [***], for the following
    items (all provided on an as-is basis): 19 assembled FastPack 2.0 analyzers, all unassembled FastPack 2.0 component parts
    on hand at Qualigen, and access to and the nonexclusive right to use the engineering drawings (on hand at Qualigen) for FastPack
    2.0 filler production.) Licensee may also draw upon this account for consulting/support services provided by Qualigen personnel
    at reasonable hourly consulting/support rates established by Qualigen, provided that such services must be for technology
    transfer/technical support/R&D purposes only and must be completed by no later than December 31, 2021, and for travel
    and lodging expenses of Licensee personnel to/from/in the United States (but for technology transfer/technical support/R&D
    purposes only, and to be expended by no later than December 31, 2021, all of such services and expenses together not to exceed
    [***] in the aggregate. Any availability of the account which has not been so used by Licensee by December 31, 2021 shall
    cease to be available in any way to Licensee.


 


Article
7 Obligation to Pay Royalties and Net Sales Payments


 


	7.1	Licensee
    will be responsible to pay to Qualigen, on a semi-annual calendar basis, a royalty or Net Sales Payment (as applicable) of
    2.0% (but only 1.8% for Products using or benefitting from only Qualigen Technology and not using or benefitting from any
    valid claims of any Licensed Patents or Transferred Patents) of the worldwide Net Sales, by Licensee or Licensee’s affiliates,
    sublicensees or sublicense-assignees, of all FastPack 2.0 consumables Products and FastPack generation 1.0, IP and PRO Products
    produced by, for or pursuant to rights granted directly or indirectly by Licensee. (Provided, that for the first [***] of
    worldwide Net Sales, on a cumulative basis, the royalty/Net Sales Payment rate shall be 4.1%.) Such payment shall be made
    (and shall be accompanied by a customary royalty/Net Sales Payment report) no later than the 40th day after the
    end of the applicable semi-annual calendar period.


 




    	7



     


    

 


	7.2	Licensee
    has no obligation to pay any royalty or Net Sales Payment after the twentieth anniversary of the Effective Date.


 


	7.3	Licensee
    agrees to keep (and Licensee agrees to cause its affiliates, sublicensees and sublicense-assignees to keep) complete and accurate
    books and records pertaining to Net Sales of Products for a period of at least three years after the relevant payment is owed
    to Qualigen pursuant to this Agreement. Without limitation, it is required that such books and records be in sufficient detail
    to identify Licensee’s affiliates, sublicensees and sublicense-assignees and confirm the accuracy of royalty and Net
    Sales Payment calculations made hereunder. The record-keeping obligations and inspection rights in this Section 7.3
    supplement, and do not replace or supersede, any similar rights or obligations hereunder.


 


	7.4	Annual
    Report. Within 45 days after each anniversary of the Effective Date, Licensee shall deliver to Qualigen a written report,
    in a form reasonably acceptable to Qualigen, detailing the progress of Licensee’s (and its affiliates, sublicensees
    and sublicense-assignees’) research, development, and commercialization activities related to the Products, during the
    previous 12-month period, together with the outlook as to such research, development, and commercialization activities for
    the upcoming 12-month period (including good faith projections of royalties/Net Sales Payments for the upcoming 12-month period).
    Such report shall also provide reasonable detail for the Net Sales (if any) during such previous 12-month period.


 


	7.5	Records
    Examination (“Audit”).


 


	 	a.	Licensee
    agrees to (and agrees to cause each of its affiliates, sublicensees and sublicense-assignees to) upon written request of Qualigen
    permit its books and records to be examined no more than once per calendar year by an independent certified public accountant
    selected by Qualigen to verify the accuracy of the royalties/Net Sales Payments, upon written notice given at least ten working
    days in advance. Any such examiner shall enter into a reasonable and customary confidentiality agreement before commencing
    any such examination and shall not disclose Licensee’s Confidential Information to Qualigen, except as is required to
    verify the accuracy of the royalties/Net Sales Payments. Such examination is to be made during normal business hours and may
    cover: (i) the books and records for sales made (and corresponding Permitted Deductions) in any calendar year ending not more
    than three years before the date of such request, and (ii) only those periods that have not been subject to a prior examination.
    Such examination shall be at the expense of Qualigen, except in the event that the results of the examination reveal an underpayment
    of royalties/Net Sales Payments by Licensee of 5% or more over the period being examined, in which case the reasonable costs
    and expenses of such examination shall be paid (or reimbursed to Qualigen, if such amounts have already been paid) by Licensee.
    If the examination establishes that Licensee underpaid any amounts due hereunder, then Licensee agrees to pay to Qualigen
    such deficiency within 20 days after Licensee’s receipt of a written report thereof, including interest thereon, and,
    if applicable pursuant to the previous sentence, the costs and expenses of the examination. The results of any such examination
    shall be Licensee’s Confidential Information.


 




    	8



     


    

 


	 	b.	Licensee
    specifically agrees to cause each respective applicable affiliate, sublicensee and sublicense-assignee to upon written request
    of Qualigen permit its books and records to be examined no more than once per calendar year by an independent certified public
    accountant selected by Qualigen to verify the accuracy of the royalties/Net Sales Payments, upon written notice given at least
    seven working days in advance. Any such examiner shall enter into a reasonable and customary confidentiality agreement before
    commencing any such examination and shall not disclose the affiliate/ sublicensee/sublicense-assignee’s Confidential
    Information to Qualigen, except as is required to verify the accuracy of the royalties/Net Sales Payments. Such examination
    is to be made during normal business hours and may cover: (i) the books and records for sales made (and corresponding Permitted
    Deductions) in any calendar year ending not more than three years before the date of such request, and (ii) only those periods
    that have not been subject to a prior examination. Such examination shall be at the expense of Qualigen, except in the event
    that the results of the examination reveal an underpayment of royalties/Net Sales Payments by Licensee of 5% or more over
    the period being examined, in which case the reasonable costs and expenses of such examination shall be paid (or reimbursed
    to Qualigen, if such amounts have already been paid) by Licensee. If the examination establishes that Licensee underpaid any
    amounts due hereunder, then Licensee agrees to pay to Qualigen such deficiency within 20 days after Licensee’s receipt
    of a written report thereof, including interest thereon, and, if applicable pursuant to the previous sentence, the costs and
    expenses of the examination.


 


Article
8 Representation and Warranties


 


	8.1	Qualigen
    represents and warrants to Licensee that, as of the Effective Date:


 


	 	a.	it
    has all requisite legal right, power, and authority to execute and deliver this Agreement and to perform all of its obligations
    under and grant all rights in accordance with this Agreement, and it has received all necessary approvals from its officers,
    directors and shareholders in accordance with the law and any corporate governance documents applicable to Qualigen;


 


	 	b.	it
    has good title to the Licensed Patents and the Qualigen Technology (including, without limitation, all right, title, and interest
    in the Licensed Patents and the Qualigen Technology and the right to sue for past, present and future infringements thereof);
    it has the legal right to grant the license of the Licensed Patents and the Qualigen Technology and transfer the Transferred
    Patents;


 


	 	c.	it
    has not entered and shall not enter into any agreement that would materially impair or conflict with its obligations hereunder;
    and


 




    	9



     


    

 


	 	d.	performance
    of this Agreement does not and will not conflict with or result in a breach of any agreement to which it is bound and will
    not violate any applicable law or regulation.


 


	8.2	Licensee
    represents and warrants to Qualigen that, as of the Effective Date:


 


	 	a.	it
    has all requisite legal right, power, and authority to execute and deliver this Agreement and to perform all of its obligations
    under and grant all rights in accordance with this Agreement, and it has received all necessary approvals from its officers,
    directors and shareholders in accordance with law and any corporate governance documents applicable to Licensee;


 


	 	b.	it
    has not entered and shall not enter into any agreement that would materially impair or conflict with its obligations hereunder;
    and


 


	 	c.	performance
    of this Agreement does not and will not conflict with or result in a breach of any agreement to which it is bound and will
    not violate any applicable law or regulation.


 


Article
9 Indemnity 



 


	9.1	Indemnification
    of Licensee. Subject to Section 9.3 below, Qualigen agrees to indemnify, hold harmless and defend Licensee and
    its Affiliates, and each of their respective directors, officers, shareholders, members, partners, beneficiaries, employees
    and agents (each a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, judgments,
    settlements, penalties, fines, costs and expenses (including the reasonable fees, costs and expenses of attorneys and other
    professionals) (collectively, “Losses”) payable to third parties, incurred by Licensee Indemnitees in connection
    with any and all suits, actions, investigations, claims or demands of a third party (collectively, “Third Party Claims”)
    relating to or arising from (a) Qualigen’s Exclusive license of the Licensed Patents and the Qualigen Technology, and
    transfer of Transferred Patents under this Agreement; (b) Qualigen’s breach of this Agreement, including without limitation
    any of its covenants, representations and warranties set forth herein; (c) any breach or violation of any applicable law or
    regulation by Qualigen or its affiliates or its or their officers, directors, employees or agents, in connection with the
    activities contemplated by this Agreement; or (d) the grossly negligent or willful misconduct of Qualigen or its affiliates
    or its or their officers, directors, employees or agents; and for each of subsections (a)-(d), all except to the extent that
    such Losses are primarily caused by a Licensee Indemnitee’s breach of any applicable law or regulation, breach of this
    Agreement, gross negligence or willful misconduct.


 




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	9.2	Indemnification
    of Qualigen. Subject to Section 9.3 below, Licensee agrees to indemnify, hold harmless and defend Qualigen and
    its Affiliates, and each of their respective directors, officers, shareholders, members, partners, beneficiaries, employees
    and agents (each a “Qualigen Indemnitee”) from and against all Losses payable to Third Parties, incurred
    by Qualigen Indemnitees arising out of or resulting from Third Party Claims relating to or arising from (a) Licensee’s
    (or its affiliates’ sublicensees’ sublicense-assignees’ or contractors’) manufacture, use, handling,
    promotion, marketing, distribution, importation, sale or offering for sale of Products (including without limitation injuries
    or death to humans, and including without limitation claims based on negligence, warranty, strict liability or any other theory
    of product liability or a violation of any applicable law or regulation); (b) Licensee’s breach of this Agreement, including
    without limitation any of its covenants, representations and warranties set forth herein; (c) any breach or violation of any
    applicable law or regulation by Licensee or its affiliates or its or their respective officers, directors, employees or agents,
    in connection with the activities contemplated by this Agreement, or (d) the grossly negligent or willful misconduct of Licensee
    or its affiliates or its or their respective officers, directors, employees or agents; and for each of subsections (a)-(d),
    all except to the extent that such Losses are primarily caused by a Qualigen Indemnitee’s breach of any applicable law
    or regulation, breach of this Agreement, gross negligence or willful misconduct.


 


	9.3	Indemnification
    Procedure. The Party or other Indemnitee intending to claim indemnification under this Article 9 (an “Indemnified
    Party”) shall promptly notify the opposed Party (Licensee or Qualigen, as the case may be) (the “Indemnifying
    Party”) of any Third Party Claim in respect of which the Indemnified Party intends to claim such indemnification
    (provided, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve
    the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has
    suffered actual prejudice directly caused by the delay or other deficiency), and (unless the Indemnified Party reasonably
    determines, and notifies the Indemnifying Party of such determination, that the Indemnifying Party lacks the financial wherewithal
    to properly conduct such defense) the Indemnifying Party shall assume the defense thereof (with counsel selected by the Indemnifying
    Party and reasonably satisfactory to the Indemnified Party) whether or not such Third Party Claim is rightfully brought; provided,
    however, that an Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof,
    with the fees and expenses to be paid at such Indemnified Party’s own expense (unless the Indemnifying Party does not
    assume the defense or unless a representation of both the Indemnified Party and the Indemnifying Party by the same counsel
    would be inappropriate due to the actual or potential differing interests between them, in which case the reasonable fees
    and expenses of counsel retained by the Indemnified Party shall be paid by the Indemnifying Party). Provided, that in no event
    shall the Indemnifying Party be required to pay for more than one separate counsel no matter the number or circumstances of
    all Indemnified Parties. If the Indemnifying Party shall fail to assume in a timely manner the defense of and reasonably defend
    such Third Party Claim (or if the Indemnified Party reasonably determines, and notifies the Indemnifying Party of such determination,
    that the Indemnifying Party lacks the financial wherewithal to properly conduct such defense), the Indemnified Party shall
    have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand)
    the reasonable fees and expenses of counsel retained by the Indemnified Party and all other reasonable expenses of investigation
    and litigation. The Indemnifying Party shall not be liable for the indemnification of any Third Party Claim settled (or resolved
    by consent to the entry of judgment) by the Indemnified Party without the written consent of the Indemnifying Party, unless
    (in the scenario where the Indemnifying Party shall fail to assume in a timely manner the defense of and reasonably defend
    such Third Party Claim or in the scenario where the Indemnified Party reasonably determines, and notifies the Indemnifying
    Party of such determination, that the Indemnifying Party lacks the financial wherewithal to properly conduct such defense)
    the Indemnifying Party’s written consent is unreasonably withheld, conditioned or delayed. Also, if the Indemnifying
    Party shall control the defense of any such Third Party Claim, the Indemnifying Party shall have the right to settle such
    Third Party Claim; provided, that the Indemnifying Party agrees to obtain the prior written consent (which shall not be unreasonably
    withheld, conditioned or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent
    to the entry of judgment upon) such Third Party Claim unless (A) there is no finding or admission of any violation of any
    applicable law or regulation or any violation of the rights of any person or entity by an Indemnified Party, no requirement
    that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against
    the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party
    and such settlement does not require the Indemnified Party to take (or refrain from taking) any action.


 




    	11



     


    

 





	 	Regardless of who controls the defense, the
    other Party hereto agrees to reasonably cooperate in the defense as may be requested. Without limitation, each Party hereto
    which is not the Indemnifying Party and (if different) the Indemnified Party, and their respective directors, officers, advisers,
    agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigation
    and defense of any Third Party Claim.






 


	9.4	Expenses.
    As the Parties intend complete indemnification, all reasonable costs and expenses of enforcing any provision of this Article
    9 shall also be reimbursed by the Indemnifying Party.


 


	9.5	Insurance.
    Each Party agrees to have and maintain such types and amounts of liability insurance as is normal and customary in the industry
    generally for parties similarly situated, and agrees to upon request provide the other Party with a copy of its policies of
    insurance in that regard, along with any amendments and revisions thereto, and agrees to comply with any reasonable request
    to have the (requesting) Party named as an additional insured thereon.


 


	9.6	No
    Indirect Liability. Except with respect to: (a) a Party’s indemnification obligations as set forth in Article
    9, (b) breach of Article 12, or (c) intentional misconduct or willful and knowing breach, in no event shall a Party
    or its directors, officers, employees, consultants or agents be responsible or liable in connection with this Agreement for
    any indirect, special, punitive, incidental or consequential damages or lost profits, lost savings, lost business or interruption
    of business to the other Party or its licensees, agents, or any other individual or entity regardless of the form of action
    or legal theory and whether in contract, tort, strict liability or otherwise, and regardless of whether the person or entity
    may have been advised of the possibility of such damage.


 




    	12



     


    

 


Article
10 Assignment 


 


	10.1	Permitted
    Assignment by Licensee. Licensee may assign this Agreement as part of a sale, regardless of whether such a sale occurs
    through an asset sale, equity sale, merger or other combination, or any other transfer of:


 


	 	(A)	Licensee’s
    entire business; or
	 	 	 
	 	(B)	the
    part of Licensee’s business that exercises all rights granted under this Agreement.


 


	10.2	Conditions
    of Assignment. Before any assignment by Licensee, the following conditions must be met:


 


	 	(A)	Licensee
    must receive Qualigen’s consent, such consent shall not be unreasonably withheld; and
	 	 	 
	 	(B)	Licensee
    must give Qualigen thirty (30) days prior written notice of the assignment, including the new assignee’s contact information;
    and
	 	 	 
	 	(C)	the
    new assignee must agree in writing to Qualigen to be bound by this Agreement.


 


	10.3	After
    the Assignment. Upon a permitted assignment of this Agreement by Licensee, Licensee will be released of liabilities under
    this Agreement (except for liabilities arising or accrued before the assignment) and the term “Licensee” in this
    Agreement will mean the assignee.


 


	10.4	Bankruptcy.
    In the event of a bankruptcy of Licensee, assignment is permitted only to a party that can provide adequate assurance of future
    performance, including diligent development and sales of FastPack 2.0 Product.


 


	10.5	Permitted
    Assignment by Qualigen. Qualigen may assign this Agreement as part of a sale, regardless of whether such a sale occurs
    through an asset sale, equity sale, merger or other combination, or any other transfer of:


 


	 	(A)	Qualigen
    or Qualigen’s entire business; or
	 	 	 
	 	(B)	the
    part of Qualigen’s business that exercises all rights granted under this Agreement.


 


	 	Before any such assignment, the assignee must agree in writing
    to Licensee to be bound by this Agreement. (An assignment by Qualigen of merely the income stream from this Agreement shall
    not be considered to be an assignment of this Agreement.)






 





Article
11 Applicable Laws and Dispute Resolution 


 


	11.1	Governing
    Law. The formation of this Technology Transfer Agreement, its validity, interpretation, execution and settlement of any
    disputes arising hereunder shall be governed by, and construed in accordance with, the Laws of Hong Kong.


 


	11.2	Dispute
    Resolution by Arbitration. Any dispute between the Parties regarding this Agreement will be settled by arbitration at
    the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Arbitration Rules
    and Procedures.


 




    	13



     


    

 


	11.3	Request
    for Arbitration. Either Party may request for arbitration. Unless Qualigen and Licensee mutually agree in writing on a
    third party arbitrator within thirty (30) days of the arbitration request, HKIAC shall designate an arbitrator pursuant to
    the HKIAC Arbitration Rules and Procedures. The arbitrator’s decision will be final and non-appealable and may be entered
    in any court with the requisite jurisdiction.


 


	11.4	Place
    and Language of Arbitration. The arbitration will be held in Hong Kong unless the Parties mutually agree in writing to
    another place. The language of the arbitration shall be in English.


 


Article
12 Confidentiality 


 


	12.1	Definition.
    Qualigen and Licensee each recognize that a Party (the “Disclosing Party”) may from time to time elect
    to or may be required by express provisions of this Agreement to provide its Confidential Information (as defined herein)
    to the other Party to this Agreement (the “Receiving Party”) or to the Receiving Party’s Representatives.
    It shall be deemed for purposes hereof that the Disclosing Party’s Confidential Information is highly valuable, and
    that untoward disclosure of or use of such Confidential Information would be highly prejudicial to the Disclosing Party. The
    disclosure and use of Confidential Information shall be governed by the provisions of this Article 12. For purposes
    of this Agreement, “Confidential Information” means (a) all information disclosed by the Disclosing Party
    to the Receiving Party during the Term and which reasonably ought to have been understood to be confidential and/or non-public
    information at the time disclosed to the Receiving Party, or which is designated in writing by the Disclosing Party as “Confidential”
    (or equivalent), or which when disclosed orally or visually to the Receiving Party is declared to be confidential by the Disclosing
    Party and is so confirmed in a writing delivered to the Receiving Party within 30 days after such oral or visual disclosure,
    and (b) all such information disclosed before the Effective Date.


 


	 	a.	Third
    Party Information. The Parties acknowledge that the defined term “Confidential Information” (of a Disclosing
    Party) shall include not only the Disclosing Party’s own Confidential Information but also Confidential Information
    of an Affiliate or of a third party which is in the possession of such Disclosing Party.


 


	12.2	Obligations.
    Each Party agrees to take such action to preserve the confidentiality of the other Party’s Confidential Information
    as it would customarily take to preserve the confidentiality of its own similar Confidential Information (but in no event
    less than a reasonable standard of care). No Party shall use Confidential Information of the other Party except as expressly
    allowed by and for the purposes of this Agreement. Each Party agrees and acknowledges that it may disclose the other Party’s
    Confidential Information to its own (or its Affiliates’) directors, officers, employees, consultants, third party service
    providers, attorneys, accountants, and agents, but in each case only if and to the extent necessary to carry out the Party’s
    responsibilities under this Agreement or in accordance with the exercise or enforcement of the Party’s rights under
    this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities
    and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other Party
    to any person or entity without the other Party’s prior written consent, except that a Party may, to the extent necessary,
    disclose the terms and existence of this Agreement to its actual and bona fide potential investors on a confidential basis
    in connection with an actual or potential investment. In all events, however, any and all disclosure shall be pursuant to
    the terms of a written non-disclosure/nonuse agreement with terms and conditions at least as protective of the Confidential
    Information as those set forth in this Article 12 (or, in the case of attorneys, to a duty and obligation of nondisclosure/nonuse
    pursuant to the applicable rules of the profession). The Receiving Party which disclosed Confidential Information of the other
    to any third party (or to any Affiliate or other person or entity) shall be responsible and liable to the Disclosing Party
    for any disclosure or use or other actions and omissions by such third party/Affiliate/other person/entity (or its disclosees)
    which would be a breach of any of the Receiving Party’s obligations under this Agreement if such act were done or omitted
    by the Receiving Party itself; and any such act or omission by a Representative shall be deemed a breach of this Agreement
    by the Receiving Party. For avoidance of doubt: this Section 12.2 applies even to Representatives who, after the disclosure
    of Confidential Information to them by or for the Receiving Party, cease to be Representatives; and it also applies to every
    Representative whether or not such Representative is authorized to obtain or use Confidential Information under this Agreement.


 




    	14



     


    

 


	12.3	Exceptions.
    The obligations under this Article 12 shall not apply to any information, or portion thereof, to the extent the Receiving
    Party can demonstrate by competent evidence that such information:


 


	 	a.	is
    (at the time of disclosure) or becomes (after the time of disclosure) generally known to the public through no fault of and
    or without violation of any duty of confidentiality of the Receiving Party or its disclosees;


 


	 	b.	was
    at the time of disclosure already in the Receiving Party’s possession with no duty of confidentiality, and such prior
    possession can be demonstrated by the Receiving Party’s competent, contemporaneous written evidence (provided that this
    exception shall not apply to Confidential Information which was “already in the Receiving Party’s possession”
    by virtue of the fact that it had been disclosed between Parties before the date of this Agreement in anticipation of an agreement
    such as this Agreement; and in such a scenario, the Confidential Information so previously disclosed shall be subject to the
    obligations under this Article 12);


 


	 	c.	is
    rightfully received by the Receiving Party on a non-confidential basis from a third party who is entitled to disclose it without
    breaching any confidentiality obligation (directly or indirectly) to the Disclosing Party and who, to the Receiving Party’s
    best knowledge, did not obtain such information, directly or indirectly, from the Disclosing Party; or


 


	 	d.	is
    independently developed by or for the Receiving Party, in either case solely by personnel without any access to or use of
    the Confidential Information provided by the Disclosing Party, as shown by Receiving Party’s contemporaneous written
    records.


 




    	15



     


    

 


	12.4	Disclosure
    Pursuant to Law or Order. The Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to
    a requirement to so disclose under any applicable law or regulation or a valid order of a court or arbitration tribunal, provided
    that the Receiving Party: (a) provides the Disclosing Party with prompt notice of such disclosure requirement if legally permitted,
    (b) affords the Disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure
    (and reasonably cooperates with such effort) and (c) taking into account the results of all efforts contemplated by subsection
    (b) above, discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
    For the avoidance of doubt, the Confidential Information disclosed pursuant to said applicable law or regulation or legal
    process remains confidential unless and until it falls under one of the exceptions set forth in Sections 12.3(a)-(d).


 


	 	In
    addition, the Receiving Party may disclose the Confidential Information of the Disclosing Party to the extent (and solely
    to the extent) that such disclosure is reasonably necessary to allow the Receiving Party to enforce its rights hereunder,
    subject to principles equivalent to those in the preceding paragraph of this Section 12.4.


 


Article
13 Notices


 


Any
notice, report, request, approval or consent required or permitted to be given under this Agreement shall be in writing and shall
be addressed as follows:


 


If
to Qualigen:


 


Michael
S. Poirier


President
& CEO


Qualigen,
Inc.


2042
Corte del Nogal, Suite B


Carlsbad,
California 92011


USA


 


If
to Yi Xin Zhen Duan Jishu (Suzhou) Ltd. (翊新诊断技术(苏州)有限公司)


 


Peng
Zhou


Yi
Xin Zhen Duan Jishu (Suzhou) Ltd. (翊新诊断技术(苏州)有限公司)


Room
301, 302, Building 9, No. 188 Fu Chung Jiang Lu


Suzhou
High Technology Zone


Suzhou


(中国苏州富春江路188号9号楼301,302室)


People’s
Republic of China


 


or,
in each case, to the most recent address, specified by written notice, given to the sender pursuant to this Section.


 




    	16



     


    

 


Any
such written notice, report, request, approval or consent shall be deemed to have been given on the earliest of (a) actual receipt,
or (b) if personally delivered to the Party to whom notice is to be given, the date of delivery, or (c) if sent by email, the
date of transmission, if sent to such email address before 5:00 p.m. at the location of receipt on a business day, or the first
business day after the date of transmission, if sent to such email address at or after 5:00 p.m. at the location of receipt on
a business day or on a day that is not a business day, or (d) if sent by overnight courier and addressed as set forth above, the
next business day after the date of deposit with such courier (by the courier’s stated time for enabling next-business-day
delivery), or if deposited after such stated time shall be deemed to be the second business day after the date of deposit, or
(e) if sent in the United States by United States certified mail, return receipt requested, postage prepaid and addressed as set
forth above, on the fifth business day after such mailing.


 


Article
14 Effectiveness and Termination


 


	14.1	Legal
    Effect of the Agreement. This Agreement shall enter into legal effect on the date when the Parties duly execute this Agreement
    as first set forth above.


 


	14.2	Termination.
    This Agreement may be terminated by:


 


	 	a.	an
    agreement in writing to terminate signed by the Parties;


 


	 	b.	a
    non-breaching Party by giving seven (7) days written notice with immediate effect to the other Party in the event (i) the
    other Party commits a material breach of the provisions of this Agreement and fails to remedy the same within thirty (30)
    days of receipt of written notice of such breach; (ii) the commencement of bankruptcy proceedings by or against the other
    Party; or (iii) any representation or warranty made by the other Party herein is false, incorrect, or misleading in any material
    respect.


 


	14.3	Damages.
    The termination of this Agreement shall not limit any right of either Party to seek damages or indemnification from the
    other Party for any breach of this Agreement by such other Party prior to such termination.


 


Article
15 Miscellaneous


 


	15.1	As
    between Qualigen and Licensee, and subject to the provisions of this Agreement, Licensee shall be responsible for and have
    sole and absolute decision-making authority with respect to all aspects of non-clinical and clinical development of and all
    manufacturing and commercialization of each respective Product; and Licensee shall be solely responsible for compliance with
    all applicable laws and regulations and all costs and expenses related to its development, manufacturing and commercialization
    of the Products, including without limitation costs and expenses associated with all preclinical activities and clinical trials,
    and all regulatory filings and proceedings relating to the Products, and all commercialization of Products.


 


	15.2	Licensee
    agrees that with respect to each unit or package of Products sold in a given country, Licensee shall (a) comply with all applicable
    laws and regulations with respect to patent marking in such country as to the applicable Licensed Patents and (b) comply with
    the customary patent marking practices of such country as to the applicable Licensed Patents.


 




    	17



     


    

 


	15.3	Each
    of the Parties hereto is an independent contractor and nothing in this Agreement is intended or shall be deemed to constitute
    a partnership, agency, employer-employee or joint venture relationship between the Parties. No Party shall have the right
    to, and each Party agrees not to purport to, incur any debts or make any commitments or contracts for the other.


 


	15.4	This
    Agreement is made for the benefit of the Parties and their respective lawful successors and assigns and is legally binding
    on them. This Agreement may only be amended or waived by a written instrument signed between the Parties.


 


	15.5	If
    any provision of this Agreement should be or become fully or partly invalid, illegal or unenforceable in any respect for any
    reason whatsoever, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any
    way be affected or impaired.


 


	15.6	This
    Agreement and its appendix constitute the whole and entire agreement between the Parties with respect to the subject matter
    hereof and shall supersede any other previous or contemporaneous oral or written agreements, commitments, understandings or
    communications between the Parties, including but not limited to the Letter of Intent. Each Party has made no promises, representations,
    warranties, covenants, or undertakings, other than those expressly set forth herein, to induce the other Party to execute
    and deliver this Agreement, and each Party acknowledges that it has not executed or delivered this Agreement in reliance upon
    any such promise, representation, or warranty, covenant or undertaking not contained herein.


 


	15.7	Licensee
    is responsible and liable to Qualigen for all actions and omissions of Licensee’s affiliates that would be a breach
    of any of Licensee’s obligations under this Agreement if such action were done or omitted by Licensee hereunder.


 


	15.8	Licensee
    shall ensure that all of its sublicensees shall comply with the terms and conditions of this Agreement, and Licensee shall
    be and remain fully responsible to Qualigen for the compliance by such sublicensees with the terms and conditions of this
    Agreement as if such sublicensees were Licensee hereunder.


 


	15.9	References
    in this Agreement to any “FastPack” products (of any person or entity) shall be understood and applied so as not
    to require that such products, in order to be within the coverage of such reference, actually be marketed under the “FastPack”
    brand.


 


	15.10	The
    Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations
    in respect of royalties/Net Sales Payments and other payments made by Licensee to Qualigen under this Agreement. To the extent
    Licensee is required to withhold taxes on any payment to Qualigen under this Agreement, Licensee shall pay the amounts of
    such taxes to the proper governmental authority in a timely manner and promptly transmit to Qualigen official receipts issued
    by the appropriate taxing authority and/or an official tax certificate, or such other evidence as Qualigen may reasonably
    request, to establish that such taxes have been paid. Qualigen shall in due time provide Licensee any tax forms that may be
    reasonably necessary in order for Licensee to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral
    income tax treaty with respect to such payment, and Licensee shall utilize such forms to such effect. Each Party shall provide
    the other with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding taxes, value added
    taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the
    Party bearing such withholding tax or value added tax. Qualigen shall indemnify and hold Licensee harmless from and against
    any liability for taxes arising from any failure by Licensee to withhold required taxes, and against any penalties or interest
    arising from any failure by Licensee (at the express request of Qualigen) to withhold or by Licensee reduction (at the express
    request of Qualigen) in its withholding.


 




    	18



     


    

 


	15.11	Licensee
    shall prosecute and maintain the Transferred Patents in good faith and, upon termination of this Agreement for any reason,
    shall assign the Transferred Patents and the China FastPack Trademark to Qualigen. Upon the reasonable request by Qualigen,
    the Licensee shall cooperate with Qualigen to handle the relevant governmental procedures for the transfer of the Transferred
    Patents and the China FastPack Trademark, and execute and provide the necessary documents required for the governmental procedures.
    The reasonably incurred cost for the Licensee’s cooperation and the governmental procedures for the transfer of the
    Transferred Patents and the China FastPack Trademark shall be borne by Qualigen.


 


	15.12	Notwithstanding
    anything in this Agreement to the contrary, Licensee shall have no rights to develop, make, have made, manufacture, use, import,
    market, sell, distribute or commercialize cellular fibronectin (cFN) test kits for FastPack PRO analyzers to or for Prediction
    Sciences or its affiliates, licensees or distributors.


 


	15.13	The
    language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no provision of
    this Agreement shall be interpreted for or against any Party because that Party or its attorney drafted the provision.


 


	15.14	The
    English language version of this Agreement shall control over any version in any other language.


 


	15.15	This
    Agreement is executed in counterparts, with each Party holding a fully-executed set of signatures.


 


[Signature
page follows]


 




    	19



     


    

 


IN
WITNESS WHEREOF, each Party hereto has caused this Technology Transfer Agreement to be executed by its duly authorized representative
at the date first set forth above.


 


	Qualigen,
    Inc.	 
	 	 	 
	 	/s/
    Michael S. Poirier	 
	Name:	Michael
    S. Poirier	 
	Title:	President
    & CEO	 


 




    	20



     


    

 


IN
WITNESS WHEREOF, each Party hereto has caused this Technology Transfer Agreement to be executed by its duly authorized representative
at the date first set forth above.


 


	Yi
    Xin Zhen Duan Jishu (Suzhou) Ltd. (翊新诊断技术(苏州)有限公司)	 
	 	 	 
	 	/s/
    Peng Zhou	 
	Name:	Peng
    Zhou	 
	Title:	President
    & CEO	 


 




    	21



     


    

 


Appendix
1(a) List of the Licensed Patents


 


[**
The contents of Exhibit 1(a) have been omitted pursuant to Section 601(a)(5) of Regulation S-K. **]


 




    	22



     


    

 


Appendix
1(b) List of the Transferred Patents


 


Qualigen
Patents – Diagnostics


 


	Number	 	Title	 	Type	 	Status	 	Country	 	Product	 	Expires
	201730589986.5	 	Sample
    Port (FastPack 2.0) Qualigen – Poirier, et al.	 	Design	 	Pending	 	China	 	FastPack
    2.0	 	 
	201730590489.7	 	Reagent
    Pack (FastPack 2.0) Qualigen – Poirier, et al.	 	Design	 	Pending	 	China	 	FastPack
    2.0	 	 


 




    	23



     


    

 


Qualigen
Joint Patents with Gen-Probe Incorporated (Hologic, Inc.) – Diagnostics


 


	Number	 	Title	 	Type	 	Status	 	Country	 	Product	 	Expires
	ZL200880103839.0	 	Instrument
    and Receptacles for use in Performing Processes	 	Utility	 	Issued	 	China	 	FastPack
    Molecular	 	Jun
    19, 2028
	ZL201310323761.6	 	Instrument
    and Receptacles for use in Performing Processes	 	Utility	 	Issued	 	China	 	FastPack
    Molecular	 	Jun
    20, 2028


 




    	24