Exhibit 10.11


 


CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED
FROM THIS EXHIBIT IN ACCORDANCE WITH REGULATION S-K ITEM 601(B)(10)(IV). ASTERISKS DENOTE OMISSIONS. SUCH INFORMATION IS BOTH (i) IMMATERIAL
AND (ii) IS OF A TYPE REGULARLY TREATED AS PRIVATE OR CONFIDENTIAL BY THE REGISTRANT.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


AMENDED AND RESTATED



EXCLUSIVE LICENSE AGREEMENT


 


BETWEEN


 


THE JOHNS HOPKINS UNIVERSITY


 


&

 


ONCOMETHYLOME SCIENCES SA


 


JHU Ref. No.: 3970


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


AMENDED AND RESTATED

LICENSE AGREEMENT


 


This Amended and Restated
License Agreement (the “Agreement”) dated September 1, 2004 is entered into by and between The Johns Hopkins University, a
Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and OncoMethylome
Sciences SA, a corporation having an address at Niveau +2, Tour 4 de Pharmacie (batiment 36), Ulg CHU, Av. de l’Hopital no.
1, 4000 Sart-Tilman (Liege), Belgium (“Company”), with respect to the following:


 


RECITALS


 


WHEREAS, JHU and Company are
parties to a Collaborative Research Agreement (the “CRA”) dated as of the 8th day of September, 1999, pursuant
to which JHU has granted an option to Company to license certain rights and technology developed pursuant to the CRA, a copy of which
is incorporated herein by reference; and


 


WHEREAS, as a center for research
and education, JHU is interested in licensing PATENT RIGHTS and TECHNOLOGY RIGHTS (both hereinafter defined) in a manner that will benefit
the public by facilitating the distribution of useful products and the utilization of new processes, but is without capacity to commercially
develop, manufacture, and distribute any such products or processes; and


 


WHEREAS, a valuable invention(s)
entitled “Method of Detection of Prostate Cancer” (JHU Ref. No. 3970) was developed during foe course of the RESEARCH PROJECT
(as this term is defined herein) by Dr. David Sidransky (hereinafter, “Inventor”); and


 


WHEREAS, JHU has acquired
through assignment all rights, title and interest, with the exception of certain retained rights by the United States government, in its
interest in said valuable inventions; and


 


WHEREAS, Company obtained
certain rights in such inventions pursuant to the terms of that certain License Agreement dated as of August 29, 2003 by and between JHU
and the Company (the “Prior Agreement”); and


 


WHEREAS, JHU and Company desire
to amend and restate in its entirety the Prior Agreement.


 


NOW THEREFORE, in consideration
of the premises and the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that all provisions of, rights granted and covenants
made in the Prior Agreement are extinguished by the execution hereof and that such Prior Agreement shall be superseded and replaced in
its entirety by this Agreement, and the parties hereto further agree as follows:


 


Article
1

DEFINITIONS


 


All definitions included in
the CRA and used in this Agreement are incorporated by reference. All references to particular Exhibits, Articles or Paragraphs shall
mean the Exhibits to, and Paragraphs and Articles of, this Agreement, unless otherwise specified. For the purposes of this Agreement and
the Exhibits hereto, the following words and phrases shall have the following meanings:


 


1.1 “AFFILIATED
COMPANY” as used herein in either singular or plural shall mean any corporation, company, partnership, joint venture or other
entity, which controls, is controlled by or is under common control with Company. For purposes of this Paragraph 1.1, control shall mean
the direct or indirect ownership of at least fifty-percent (50%).


 






    Page 1 of 20


     


    

 


1.2 “EFFECTIVE
DATE” of this Agreement shall mean August 29, 2003.


 


1.3 “EXCLUSIVE
LICENSE” shall mean a grant by JHU to Company of its entire right and interest in the PATENT RIGHTS subject to rights retained
by the United States Government, if any, in accordance with the Bayh-Dole Act of 1980 (established by P.L. 96-517 and amended by P.L.
98-620, codified at 35 USC § 200 et. seq. and implemented according to 37 CFR Part 401), and subject to the retained right of
JHU to make, have made, provide and use for its and The Johns Hopkins Health Systems’ purposes LICENSED PRODUCT(S) and LICENSED
SERVICE(S), including the ability to distribute any biological material disclosed and/or claimed in PATENT RIGHTS for nonprofit academic
research use to non-commercial entities as is customary in the scientific community.


 


1.4 “EXCLUSIVE
LICENSED FIELD” shall mean (a) diagnostics, including but not limited to tests performed at Company’s and its customers’
service laboratories, clinical research, clinical grade reagents, and kits for diagnostic tests and (b) research grade reagents and kits
for research. For the avoidance of doubt, diagnostics does not include the sale or offer for sale of therapeutics.


 


1.5 “LICENSED
FIELD” shall mean (a) the EXCLUSIVE LICENSED FIELD and (b) the field of SCIENTIFIC RESEARCH, to the extent not already included
in the EXCLUSIVE LICENSED FIELD.


 


1.6 “LICENSED
PRODUCT(S)” as used herein in either singular or plural shall mean any process or method, material, compositions, drug, or other
product, the manufacture, use or sale of which would constitute, but for the license granted to Company pursuant to this Agreement, an
infringement of a claim of PATENT RIGHTS (infringement shall include, but is not limited to, direct, contributory, or inducement to infringe).


 


1.7 “LICENSED
SERVICE(S)” as used herein in either singular or plural shall mean the performance on behalf of a third party of any method
including any diagnostic tests or the use of any product or composition which would constitute, but for the license granted to Company
pursuant to this Agreement, an infringement of a claim of the PATENT RIGHTS, (infringement shall include, but not be limited to, direct,
contributory or inducement to infringe).


 


1.8 “NET
SALES” shall mean gross revenues and fees actually received by Company, AFFILIATED COMPANY and/or SUBLICENSEE(S) from the sale
and/or provision of LICENSED PRODUCT(S), less trade discounts allowed, refunds, rebates (price reductions, including Medicaid and similar
types of rebates, e.g. chargebacks), returns and recalls, sales and use taxes, duties and similar governmental assessments and , to the
extent actually paid by seller and/or charged by seller to the buyer, transportation, packing and shipping insurance; provided, however,
that if Company, AFFILIATED COMPANY and/or SUBLICENSEE(S) sells a PANEL, the gross sales revenues and fees attributable to such PANEL
shall be allocated on a pro rata basis among each assay comprising such PANEL, and NET SALES for purposes of royalty payments shall be
determined and calculated separately for each such assay hereunder (as independent products, services or, if an individual assay includes
Other Components (as defined below), combination products and/or services). In the event that Company, AFFILIATED COMPANY and/or SUBLICENSEE(S)
sells a LICENSED PRODUCT(S) in combination with other active components or services which are not LICENSED PRODUCT(S) (“Other Components”),
the NET SALES for purposes of royalty payments on the combination shall be calculated as follows:


 


(a) If
all LICENSED PRODUCT(S) and Other Components contained in the combination are available separately, the NET SALES for purposes of royalty
payments will be calculated by multiplying the NET SALES of the combination by the fraction A/A+B, where A is the separately available
price of all LICENSED PRODUCT(S) in the combination, and B is the separately available price for all Other Components in the combination.


 






    Page 2 of 20


     


    

 


(b) If
the combination includes Other Components which are not sold separately (but all LICENSED PRODUCT(S) in the combination are available
separately), the NET SALES for purposes of royalty payments will be calculated by multiplying the NET SALES of the combination by A/C,
where A is the separately available price of all LICENSED PRODUCT(S) in the combination and C is the invoiced price of the combination
(or pro rata portion thereof attributable to the assay, if applicable); provided that COMPANY may elect instead, in its discretion, to
calculate NET SALES in accordance with Section 1.8(a), where B is the separately available price for all Other Components for which a
separately available price can be determined (thereby excluding from B any Other Components for which a separately available price is
not available).


 


(c) If
the LICENSED PRODUCTS contained in the combination are not sold separately, the NET SALES for such combination shall be NET SALES of such
combination as defined in the first sentence of this Paragraph 1.8. [***].


 


The term “Other Components”
shall include, without limitation, genetic or protein markers/reagents, amplification enzymes, DNA extraction tools, processing and detection
instruments and methods not covered in the PATENT RIGHTS; but shall exclude solvents, diluents, carriers, excipients or the like used
in formulating a product. By way of example only, set forth in Exhibit C hereto is a hypothetical calculation of NET SALES for purposes
of this Section 1.8 in connection with sales of a PANEL that includes a combination of Other Components.


 


1.9 “NET
SERVICE REVENUES” shall mean gross service revenues and fees actually received by Company, AFFILIATED COMPANY and/or SUBLICENSEE(S)
for the performance of LICENSED SERVICE(S) less trade discounts allowed, refunds, rebates (price reductions, including Medicaid and similar
types of rebates, e.g. chargebacks), returns and recalls, sales and use taxes, duties and similar governmental assessments imposed upon
and with specific reference to the LICENSED SERVICE(S) and transportation, packing and shipping insurance actually paid by seller and/or
charged by seller to the buyer; provided, however, that if Company, AFFILIATED COMPANY and/or SUBLICENSEE(S) provides a LICENSED SERVICE(S)
utilizing a PANEL, the gross sales revenues and fees attributable thereto shall be allocated on a pro rata basis among each assay comprising
such PANEL, and NET SERVICE REVENUES for purposes of royalty payments shall be determined and calculated separately for each such assay
hereunder (as independent products, services or, if an individual assay includes Other Components, combination products and/or services).
In the event that Company, AFFILIATED COMPANY and/or SUBLICENSEE(S) sells a LICENSED SERVICE(S) in combination with other services or
Other Components or as part of a kit (“Other Items”), the NET SERVICE REVENUES for purposes of royalty payments shall be calculated
as follows:


 


(a) If
all LICENSED SERVICE(S) and Other Items contained in the combination are available separately, the NET SERVICE REVENUES for purposes of
royalty payments will be calculated by multiplying the NET SERVICE REVENUES of the combination by the fraction A/A+B, where A is the separately
available price of all LICENSED SERVICE(S) in the combination, and B is the separately available price for all Other Items in the combination.


 


(b) If
the combination includes Other Items which are not sold separately (but all LICENSED SERVICE(S) in the combination are available separately),
the NET SERVICE REVENUES for purposes of royalty payments will be calculated by multiplying the NET SERVICE REVENUES of the combination
by A/C, where A is the separately available price of all LICENSED SERVICE(S) in the combination and C is the invoiced price of the combination
(or pro rata portion thereof attributable to the assay, if applicable); provided that COMPANY may elect instead, in its discretion, to
calculate NET SERVICE REVENUES in accordance with Section 1.9(a), where B is the separately available price for all Other Items for which
a separately available price can be determined (thereby excluding from B any Other Items for which a separately available price is not
available).


 






    Page 3 of 20


     


    

 


(c) If
the LICENSED SERVICE(S) contained in the combination are not sold separately, the NET SERVICE REVENUES for such combination shall be NET
SERVICE REVENUES of such combination as defined in the first sentence of this Paragraph 1.9. [***]


 


1.10 “PANEL”
shall mean a panel or kit that includes multiple assays of different markers, which panel includes a LICENSED PRODUCT(S) and/or is utilized
in the provision of a LICENSED SERVICE(S).


 


1.11 “PATENT
RIGHTS” shall mean the U.S. patent application Serial No. 10,295,483 filed on November 15, 2002, and the PCT patent application
Serial No. PCT/US02/367 filed on November 15, 2002, and both assigned to JHU entitled “Method of Detection of Prostate Cancer”,
and the inventions disclosed and claimed therein, and all continuations, divisions, and reissues based thereof, and continuations-in-part
to the extent the claims of the continuation-in-part are supported by the disclosure in the parent application and any new matter added
to the continuation-in-part is unencumbered by a third party and supports the claims of the parent application, and any corresponding
foreign patent applications, and any patents, patents of addition or other equivalent foreign patent rights issuing, granted or registered
thereon.


 


1.12 “RESEARCH
PROJECT” shall mean the collaborative research program between JHU and Company described and funded in accordance with the CRA.


 


1.13 “SCIENTIFIC
RESEARCH” shall mean basic scientific research, including, without limitation, (a) in vitro or in vivo research (but not clinical)
studies directed to understanding biological sciences, (b) research directed to the identification and discovery of genetic targets for
therapeutic or diagnostic purposes, including, without limitation, high throughput screening and screening for new genetic targets for
genetic polymorphisms or product development, and (c) research studies directed to understanding environmental sciences, agricultural
sciences, forensic sciences, chemical sciences, cosmetic sciences, and related industrial applications. For avoidance of doubt, SCIENTIFIC
RESEARCH excludes the development of any therapeutic or diagnostic products or clinical trials for any diagnostic, pharmaceutical or other
therapeutic products.


 


1.14 “SUBLICENSEE(S)”
as used herein in either singular or plural shall mean any person or entity other than an AFFILIATED COMPANY to which Company has granted
a sublicense under this Agreement pursuant to which such entity is required to pay to Company royalties or other remuneration based on
such entity’s revenues or other income of any kind received in connection with the sale or distribution of LICENSED PRODUCTS or
provision of LICENSED SERVICES.


 


1.15 “TECHNOLOGY
RIGHTS” shall mean JHU’s rights not covered under PATENT RIGHTS in any technical information, know-how, process, procedure,
composition, device, method, formula, protocol, technique, software, design, drawing or data developed by Inventor in the performance
of the collaborative research program between JHU and Company described and funded in accordance with the CRA.


 






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1.16 “VALID
CLAIM” shall mean any claim of any issued or pending patent within PATENT RIGHTS that has not been (i) finally rejected or (ii)
declared invalid by a patent office or court of competent jurisdiction in any unappealed or unappealable decision.


 


Article
2

LICENSE GRANT


 


2.1 Grant.
Subject to the terms and conditions of this Agreement, JHU hereby grants to Company (i) an EXCLUSIVE LICENSE to make, have made, use,
import, offer for sale and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the United States and worldwide under
the PATENT RIGHTS in the EXCLUSIVE LICENSED FIELD. (ii) a license on the most exclusive basis available to TECHNOLOGY RIGHTS to make,
have made, use, import, offer for sale and sell the LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the United States and
worldwide in the EXCLUSIVE LICENSED FIELD and (iii) a non-exclusive license to make, have made, use, import, offer for sale and sell the
LICENSED PRODUCT(S) and to provide the LICENSED SERVICE(S) in the United States and worldwide under the PATENT RIGHTS in the field of
SCIENTIFIC RESEARCH, to the extent not included in the EXCLUSIVE LICENSE granted in clauses (i) or (ii) of this sentence. It is agreed
and understood that Company will make available on reasonable terms research reagents and research kits to the academic research community
for non-commercial research purposes. This Grant shall apply to the Company and any AFFILIATED COMPANY, except that any AFFILIATED COMPANY
shall not have the right to sublicense others as set forth in Paragraph 2.2 below. If any AFFILIATED COMPANY exercises rights under this
Agreement, such AFFILIATED COMPANY shall be bound by all terms and conditions of this Agreement, including but not limited to indemnity
and insurance provisions and royalty payments, which shall apply to the exercise of the rights, to the same extent as would apply had
this Agreement been directly between JHU and the AFFILIATED COMPANY. In addition, Company shall remain fully liable to JHU for all acts
and obligations of AFFILIATED COMPANY such that acts of the AFFILIATED COMPANY shall be considered acts of the Company.


 


2.2 Sublicense.
Company may sublicense to others under this Agreement, subject to the terms and conditions of this Paragraph and subject to JHU’s
prior written approval of the sublicense agreement or form thereof as applicable. Such approval shall not be unreasonably withheld, delayed
or conditioned. As a condition to its validity and enforceability, each sublicense agreement with a SUBLICENSEE shall: (a) incorporate
by reference the terms and conditions of this Agreement, (b) be consistent with the terms, conditions and limitations of this Agreement,
(c) prohibit SUBLICENSEE’s further sublicense of the rights delivered hereunder, (d) name JHU as an intended third party beneficiary
of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU or its Inventors to the SUBLICENSEE,
(e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1 “Indemnification”, 10.1 “Use of
Name”, 10.4 “Product Liability” into the body of the sublicense agreement, and cause the terms used in therein to have
the same meaning as in this Agreement, and, (f) bear signature from JHU indicating JHU’s review and approval of the sublicense agreement.
Company shall provide to JHU each proposed sublicense agreement with a SUBLICENSEE, executed by both Company and proposed SUBLICENSEE,
for review, approval and signature by JHU. To the extent that any terms, conditions or limitations of any sublicense agreement are inconsistent
with this Agreement, those terms, conditions and limitations are null and void against JHU, even though JHU has approved the sublicense
in writing.


 






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2.3 Government
Rights. The United States Government may have acquired a nonexclusive, nontransferable, irrevocable, paid-up license to practice or
have practiced for or on behalf of the United States the inventions described in PATENT RIGHTS throughout the world. The rights granted
herein are additionally subject to: (i) the requirement that any LICENSED PRODUCT(S) produced for use or sale within the United States
shall be substantially manufactured in the United States (unless a waiver under 35 USC § 204 or equivalent is granted by the appropriate
United States government agency), (ii) the right of the United States government to require JHU, or its licensees, including Company,
to grant sublicenses to responsible applicants on reasonable terms when necessary to fulfill health or safety needs, and, (iii) other
rights acquired by the United States government under the laws and regulations applicable to the grant/contract award under which the
inventions were made.


 


Article
3

FEES, ROYALTIES, & PAYMENTS


 


3.1 License
Fee. Company shall pay or shall have paid to JHU within thirty (30) days of the EFFECTIVE DATE of this Agreement a license fee as
set forth in Exhibit A. JHU will not submit an invoice for the license fee, which is nonrefundable and shall not be credited against royalties
or other fees.


 


3.2 Minimum
Annual Royalties. Company shall pay to JHU minimum annual royalties as set forth in Exhibit A. These minimum annual royalties
shall be due, without invoice from JHU, within thirty (30) days of each anniversary of the EFFECTIVE DATE beginning with the first anniversary.
Running royalties accrued under Paragraph 3.3 and paid to JHU during the one year period preceding an anniversary of the EFFECTIVE DATE
shall be credited against the minimum annual royalties due on that anniversary date.


 


3.3 Running
Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold, and
for each LICENSED SERVICE(S) provided, by Company, AFFILIATED COMPANIES and SUBLICENSEE(S), based on NET SALES and NET SERVICE REVENUES
for the term of this Agreement. Such payments shall be made quarterly. All non-US taxes related to LICENSED PRODUCT(S) or LICENSED SERVICE(S)
sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. No multiple royalties
are intended to be paid with respect to the same unit of LICENSED PRODUCT or because the manufacture, use or sale of a LICENSED PRODUCT
is covered by more than one VALID CLAIM under the PATENT RIGHTS.


 


In order to insure JHU the
full royalty payments contemplated hereunder, Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an AFFILIATED
COMPANY or SUBLICENSEE(S) or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement
with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving
division of profits or special rebates or allowances) without which agreement, understanding or arrangement, prices paid by such corporation,
firm or association for a LICENSED PRODUCT would be higher than the net selling price (per NET SALES) reported by Company, or if such
agreement, understanding or arrangement results in extending to such corporation, firm or association lower prices for LICENSED PRODUCT(S)
than those charged to outside concerns buying similar merchandise in similar amounts and under similar conditions, then, and in any such
event, the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price (per
NET SALES) at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUES received from
using the LICENSED PRODUCT(S) in providing a LICENSED SERVICE, 3) the fair market value of the LICENSED PRODUCT(S) or 4) the net selling
price (per NET SALES) of LICENSED PRODUCT(S) paid by the purchaser.


 






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3.4 Patent
Reimbursement. Company will reimburse JHU, within thirty (30) days of the receipt of an invoice from JHU, for all costs associated
with the preparation, filing, maintenance, and prosecution of PATENT RIGHTS incurred by JHU on or before the EFFECTIVE DATE of this Agreement.
In accordance with Paragraph 4.1 below, Company will reimburse JHU, within thirty (30) days of the receipt of an invoice from JHU, for
all costs associated with the preparation, filing, maintenance, and prosecution of PATENT RIGHTS incurred by JHU subsequent to the EFFECTIVE
DATE of this Agreement.


 


3.5 Form
of Payment. All payments under this Agreement shall be made in U.S. Dollars. Checks are to be made payable to “The Johns Hopkins
University”. Wire transfers may be made through:


 


[***]


 


Company shall be responsible for any and all costs associated
with wire transfers.


 


3.6 Late
Payments. In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the tenth
day following the due date thereof; calculated at the annual rate of the sum of [***], the interest being compounded on the last day of
each calendar quarter, provided however, that in no event shall said annual interest rate exceed the maximum legal interest rate for corporations.
Each such payment when made shall be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof shall
not negate or waive the right of JHU to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency
of any payment including, but not limited to termination of this Agreement as set forth in Paragraph 9.2.


 


Article
4

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT


 


4.1 Prosecution
& Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified
under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such
patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith
under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions
and written correspondence with any patent office, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider
and reasonably incorporate all comments and advice. By concurrent written notification to JHU and its patent counsel at least thirty (30)
days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have
a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application
or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification
can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file,
prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights granted hereunder
or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) to PATENT RIGHTS which comprise the subject of such
patent applications or patent and/or apply to the particular country, shall terminate. If JHU decides to abandon or allow to lapse any
patent application or patent within the PATENT RIGHTS or discontinue any other patent prosecution activities in respect thereof in any
country, JHU shall inform Company and Company shall be given the opportunity to assume patent prosecution activities in respect thereof
at Company’s expense.


 


4.2 Notification.
Each party will notify the other promptly in writing when any infringement by another is uncovered or suspected.


 






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4.3 Infringement.
Company shall have the first right to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof;
and shall at all times keep JHU informed as to the status thereof Before Company commences an action with respect to any infringement
of such patents, Company shall give careful consideration to the views of JHU and to potential effects on the public interest in making
its decision whether or not to sue. Thereafter, Company may, at its own expense, institute suit against any such infringer or alleged
infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account, any
damages, awards or settlements resulting therefrom, subject to Paragraph 4.5. However, no settlement, consent judgement or other voluntary
final disposition of the suit may be entered into without the prior written consent of JHU, which consent shall not be unreasonably withheld.
This right to sue for infringement shall not be used in an arbitrary or capricious manner. JHU shall reasonably cooperate in any such
litigation at Company’s expense.


 


If Company elects not to enforce
any patent within the PATENT RIGHTS, then it shall so notify JHU in writing within ninety (90) days of receiving notice that an infringement
exists, and JHU may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such
suit in a manner consistent with the terms and provisions hereof; and recover, for its own account, any damages, awards or settlements
resulting therefrom.


 


4.4 Patent
Invalidity Suit. If a declaratory judgement action is brought naming Company as a defendant and alleging invalidity of any of the
PATENT RIGHTS, JHU may elect to take over the sole defense of the action at its own expense. Company shall cooperate fully with JHU in
connection with any such action. In the event that all applicable claims of a patent or patent application included within the PATENT
RIGHTS under which Company is selling or actively developing a LICENSED PRODUCT or LICENSED SERVICE shall be held invalid or not infringed
by the LICENSED PRODUCTS or LICENSED SERVICE that Company is selling or actively developing, by a court of competent jurisdiction in a
given country, whether or not there is a conflicting decision by another court of competent jurisdiction in such country, Company may
cease all royalty payments on its, its AFFILIATES’ or its SUBLICENSEES’ sales of such LICENSED PRODUCT covered by such claims
and, if it does so, shall deposit such royalty payments in an interest-bearing escrow account until such judgment is finally reversed
by an unappealed or unappealable decree of a court of competent jurisdiction of higher dignity in such country or is otherwise unappealable
or is unappealed within the time allowed therefor; provided, however, that if such judgment is finally reversed by an unappealed or unappealable
decree of a court of competent jurisdiction of higher dignity in such country, the former royalty payments shall be resumed and the royalty
payments not theretofore made and interest earned thereon shall become due and payable to JHU.


 


4.5 Recovery.
Any recovery by Company under Paragraph 4.3 shall be deemed to reflect loss of commercial sales, and Company shall pay to JHU [***]. If
the cost and expenses exceed the recovery, then [***] of the excess shall be credited against royalties payable by Company to JHU hereunder
in connection with sales of LICENSED PRODUCT(S) and/or LICENSED SEVICE(S) covered in the PATENT RIGHTS which are the subject of the infringement
suit, in the country of such legal proceedings, provided, however, that any such credit under this Paragraph shall not exceed [***], with
any excess credit being carried forward to future calendar years.


 






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Article
5

OBLIGATIONS OF THE PARTIES


 


5.1 Reports.
Company shall provide to JHU the following written reports according to the following schedules.


 


(a) Company
shall provide quarterly Royalty Reports, substantially in the format of Exhibit B and due within thirty (30) days of the end of each calendar
quarter following the EFFECTIVE DATE of this Agreement. Royalty Reports shall disclose the amount of LICENSED PRODUCT(S) and LICENSED
SERVICE(S) sold, the total NET SALES and NET SERVICE REVENUES of such LICENSED PRODUCT(S) and LICENSED SERVICE(S), any adjustment(s) to
NET SALES and NET SERVICE REVENUES for the purposes of royalty calculation pursuant to Sections 1.8 and 1.9 hereof, respectively, any
adjustments to reported amounts from prior quarters as a result of “true-up” corrections or for other reasons, and the running
royalties due to JHU as a result of NET SALES and NET SERVICE REVENUES by Company, AFFILIATED COMPANIES and SUBLICENSEE(S) thereof. Payment
of any such royalties due shall accompany such Royalty Reports. Company shall use reasonable best efforts to collect information each
quarter from SUBLICENSEES in such detail and accuracy so as to enable determination of the amounts payable to JHU hereunder. In the event
a SUBLICENSEE fails to timely report such information, Company shall include in its report for such quarter a reasonable estimate of NET
SALES and NET SERVICE REVENUES and the basis for such estimate, subject to a “true up” correction in the subsequent quarter.


 


(b) Until
Company, an AFFILIATED COMPANY or a SUBLICENSEE(S) has achieved a first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE, or
received FDA market approval, Company shall provide semiannual Diligence Reports, due within thirty (30) days of the end of every June
and December following the EFFECTIVE DATE of this Agreement. These Diligence Reports shall describe Company’s, AFFILIATED COMPANIES
or any SUBLICENSEE(S)’s technical efforts towards meeting its obligations under the terms of this Agreement.


 


(c) Company
shall provide Annual Reports within thirty (30) days of the end of every December following the EFFECTIVE DATE of this Agreement. Annual
Reports shall include:


 


		(i)	evidence of insurance as required under Paragraph 10.4, or, a statement of why such insurance is not currently
required, and



 


		(ii)	identification of all AFFILIATED COMPANIES which have exercised rights pursuant to Paragraph 2.1, or,
a statement that no AFFILIATED COMPANY has exercised such rights, and



 


		(iii)	notice of all FDA approvals of any LICENSED PRODUCT(S) or LICENSED SERVICE(S) obtained by COMPANY, AFFILIATED
COMPANY or SUBLICENSEE, the patent(s) or patent application(s) licensed under this Agreement upon which such product or service is based,
and the commercial name of such product or service, or, in the alternative, a statement that no FDA approvals have been obtained.



 






    Page 9 of 20


     


    

 


5.2 Records.
Company shall make and retain, for a period of three (3) years following the period of each report required by Paragraph 5.1, true and
accurate records, files and books of account containing all the data reasonably required for the full computation and verification of
sales and other information required in Paragraph 5.1. Such books and records shall be in accordance with generally accepted accounting
principles consistently applied. Company shall permit the inspection and copying of such records, files and books of account by JHU or
its agents during regular business hours upon ten (10) business days’ written notice to Company. Such inspection shall not be made
more than once each calendar year. All costs of such inspection and copying shall be paid by JHU, provided that if any such inspection
shall reveal that an error has been made in the amount equal to five percent (5%) or more of such payment, such costs shall be borne by
Company. As a condition to entering into any such agreement, Company shall include in any agreement with its AFFILIATED COMPANIES or its
SUBLICENSEE(S) which permits such party to make, use, sell or import the LICENSED PRODUCT(S) or provide LICENSED SERVICE(S), a provision
requiring such party to retain records of sales of LICENSED PRODUCT(S) and records of LICENSED SERVICE(S) and other information as required
in Paragraph 5.1 and permit JHU to inspect such records as required by this Paragraph.


 


5.3 Best
Efforts. Company shall exercise reasonable best efforts to develop and to introduce the LICENSED PRODUCT(S) and LICENSED SERVICE(S)
into the commercial market as soon as practicable, consistent with sound and reasonable business practice and judgement; thereafter, until
the expiration or termination of this Agreement, Company shall endeavor to keep LICENSED PRODUCT(S) and LICENSED SERVICE(S) reasonably
available to the public. Company shall also exercise reasonable efforts to develop LICENSED PRODUCT(S) suitable for different indications
within the LICENSED FIELD, so that the PATENT RIGHTS can be commercialized as broadly and as speedily as good scientific and business
judgement would deem possible.


 


5.4 Other
Products. After clinical or other evidence, provided in writing by JHU to Company, demonstrating the practicality of a particular
market or use within the LICENSED FIELD which is not being developed or commercialized by Company, Company shall either provide JHU with
a reasonable development plan and start development or attempt to reasonably sublicense the particular market or use to a third party.
If within six (6) months of such notification by JHU, Company has not initiated such development efforts or sublicensed that particular
market or use, JHU may terminate this license for such particular market or use. This Paragraph shall not be applicable if Company reasonably
demonstrates to JHU that commercializing such LICENSED PRODUCT(S) or LICENSED SERVICE(S) or granting such a sublicense in said market
or use would have a potentially adverse commercial effect upon marketing or sales of the LICENSED PRODUCT(S) or LICENSED SERVICE(S) developed
and being sold by Company.


 


5.5 Patent
Acknowledgement. Company agrees that all packaging containing individual LICENSED PRODUCT(S) sold by Company, AFFILIATED COMPANIES
and SUBLICENSEE(S) of Company will be marked with the number of the applicable patent(s) licensed hereunder in accordance with each country’s
patent laws.


 


Article
6

REPRESENTATIONS


 


6.1 Duties
of the Parties. JHU is not a commercial organization. It is an institute of research and education. Therefore, JHU has no ability
to evaluate the commercial potential of any PATENT RIGHTS or LICENSED PRODUCT or other license or rights granted in this Agreement. It
is therefore incumbent upon Company to evaluate the rights and products in question, to examine the materials and information provided
by JHU, and to determine for itself the validity of any PATENT RIGHTS, its freedom to operate, and the value of any LICENSED PRODUCT(S)
or LICENSED SERVICE(S) or other rights granted.


 



    Page 10 of 20


     


    

 


6.2 Representations
by JHU. JHU warrants that it has good and marketable title to its interest in the inventions claimed under PATENT RIGHTS with the
exception of certain retained rights of the United States Government, which may apply if any part of the JHU research was funded in whole
or in part by the United States government. JHU does not warrant the validity of any patents or that practice under such patents shall
be free of infringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 6.2, COMPANY, AFFILIATED COMPANIES AND SUBLICENSEE(S) AGREE THAT
THE PATENT RIGHTS ARE PROVIDED “AS IS”, AND THAT JHU MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF
LICENSED PRODUCT(S) AND LICENSED SERVICE(S) INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY. JHU DISCLAIMS ALL WARRANTIES
WITH REGARD TO PRODUCT(S) AND SERVICE(S) LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESSED OR IMPLIED,
OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JHU ADDITIONALLY DISCLAIMS
ALL OBLIGATIONS AND LIABILITIES ON THE PART OF JHU AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL,
AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES, AND COURT COSTS (EVEN IF JHU HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE PRODUCT(S) AND SERVICE(S) LICENSED
UNDER THIS AGREEMENT. COMPANY, AFFILIATED COMPANIES AND SUBLICENSEE(S) ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED
BY A PRODUCT AND/OR SERVICE MANUFACTURED, USED, OR SOLD BY COMPANY, ITS SUBLICENSEE(S) AND AFFILIATED COMPANIES WHICH IS A LICENSED PRODUCT(S)
OR LICENSED SERVICE(S) AS DEFINED IN THIS AGREEMENT.


 


Article
7

INDEMNIFICATION


 


7.1 Indemnification.
JHU and the Inventors will have no legal liability exposure to third parties if JHU does not license the LICENSED PRODUCT(S) and LICENSED
SERVICE(S), and any royalties JHU and the Inventors may receive is not adequate compensation for such legal liability exposure. Therefore,
JHU requires Company to protect JHU and Inventors from such exposure to the same manner and extent to which insurance, if available, would
protect JHU and Inventors. Furthermore, JHU and the Inventors will not, under the provisions of this Agreement or otherwise, have control
over the manner in which Company or its AFFILIATED COMPANIES or its SUBLICENSEE(S) or those operating for its account or third parties
who purchase LICENSED PRODUCT(S) or LICENSED SERVICE(S) from any of the foregoing entities, develop, manufacture, market or practice the
inventions of LICENSED PRODUCT(S) and LICENSED SERVICE(S). Therefore, Company, AFFILIATED COMPANY and SUBLICENSEE shall indemnify, defend
with counsel reasonably acceptable to JHU, and hold JHU, The Johns Hopkins Health Systems, their present and former trustees, officers,
Inventors of PATENT RIGHTS, agents, faculty, employees and students harmless as against any judgments, fees, expenses, or other costs
arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought as a consequence of the practice
of said inventions by any of the foregoing entities, whether or not JHU or said Inventors, either jointly or severally, is named as a
party defendant in any such lawsuit and whether or not JHU or the Inventors are alleged to be negligent or otherwise responsible for any
injuries to persons or property. Practice of the inventions covered by LICENSED PRODUCT(S) and LICENSED SERVICE(S), by an AFFILIATED COMPANY
or an agent or a SUBLICENSEE(S) or a third party on behalf of or for the account of Company or by a third party who purchases LICENSED
PRODUCT(S) and LICENSED SERVICE(S) from Company, shall be considered Company’s practice of said inventions for purposes of this
Paragraph. The obligation of Company to defend and indemnify as set out in this Paragraph shall survive the termination of this Agreement,
shall continue even after assignment of rights and responsibilities to an affiliate or sublicensee, and shall not be limited by any other
limitation of liability elsewhere in this Agreement.


 






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Article
8

CONFIDENTIALITY


 


8.1 Confidentiality.
If necessary, the parties will exchange information, which they consider to be confidential. The recipient of such information agrees
to accept the disclosure of said information which is marked as confidential (the “Confidential Information”) at the time
it is sent to the recipient, and to employ all reasonable efforts to maintain the Confidential Information secret and confidential, such
efforts to be no less than the degree of care employed by the recipient to preserve and safeguard its own confidential information. The
information shall not be disclosed or revealed to anyone except employees of the recipient who have a need to know the information and
who have entered into a secrecy agreement with the recipient under which such employees are required to maintain confidential the Confidential
Information of the recipient and such employees shall be advised by the recipient of the confidential nature of the information and that
the Confidential Information shall be treated accordingly.


 


The obligations of this Paragraph
shall also apply to AFFILIATED COMPANIES and/or SUBLICENSEE(S) provided such Confidential Information by Company. JHU’s, Company’s,
AFFILIATED COMPANIES, and SUBLICENSEES’ obligations under this Paragraph shall extend until three (3) years after the termination
of this Agreement.


 


8.2 Exceptions.
The recipient’s obligations under Paragraph 8.1 shall not extend to any part of the Confidential Information:


 


(a) that
can be demonstrated to have been in the public domain or publicly known and readily available to the trade or the public prior to the
date of the disclosure; or


 


(b) that
can be demonstrated, from written records to have been in the recipient’s possession or readily available to the recipient from
another source not under obligation of secrecy to the disclosing party prior to the disclosure; or


 


(c) that
becomes part of the public domain or publicly known by publication or otherwise, not due to any unauthorized act by the recipient; or


 


(d) that
is demonstrated from written records to have been developed by or for the receiving party without reference to Confidential Information
disclosed by the disclosing party; or


 


(e) that
is required to be disclosed by law, government regulation or court order.


 


8.3 Right
to Publish. JHU may publish manuscripts, abstracts or the like describing the PATENT RIGHTS and inventions contained therein provided
Confidential Information of Company as defined in Paragraph 8.1, is not included or without first obtaining approval from Company to include
such Confidential Information. Otherwise, JHU and the Inventors shall be free to publish manuscripts and abstracts or the like directed
to the work done at JHU related to the licensed technology without prior approval.


 


Article
9

TERM & TERMINATION


 


9.1 Term.
The term of this Agreement shall commence on the EFFECTIVE DATE and shall continue, in each country, until the date of expiration of the
last to expire patent included within PATENT RIGHTS in that country or if no patents issue then for a term of twenty (20) years from the
EFFECTIVE DATE of this Agreement.


 






    Page 12 of 20


     


    

 


9.2 Termination
By Either Party. This Agreement may be terminated by either party, in the event that the other party (a) files or has filed against
it a petition under the Bankruptcy Act, makes an assignment for the benefit of creditors, has a receiver appointed for it or a substantial
part of its assets, or otherwise takes advantage of any statute or law designed for relief of debtors or (b) fails to perform or otherwise
breaches any of its obligations hereunder, if, following the giving of notice by the terminating party of its intent to terminate and
stating the grounds therefor, the party receiving such notice shall not have cured the failure or breach within thirty (30) days. In no
event, however, shall such notice or intention to terminate be deemed to waive any rights to damages or any other remedy which the party
giving notice of breach may have as a consequence of such failure or breach.


 


9.3 Termination
by Company. Company may terminate this Agreement and the license granted herein, for any reason, upon giving JHU ninety (90) days
written notice.


 


9.4 Obligations
and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties imposed
or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon termination, both
parties shall cease any further use of the confidential information disclosed to the receiving party by the other party. Termination of
this Agreement, for whatever reason, shall not affect the obligation of either party to make any payments for which it is liable prior
to or upon such termination. Termination shall not affect JHU’s right to recover unpaid royalties, fees, reimbursement for patent
expenses, or other forms of financial compensation incurred prior to termination. Upon termination Company shall submit a final royalty
report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial compensation due JHU shall become immediately
payable. Furthermore, upon termination of this Agreement, all rights in and to the PATENT RIGHTS shall revert immediately to JHU at no
cost to JHU. Upon termination of this Agreement, any SUBLICENSEE(S) shall become a direct licensee of JHU, provided that JHU’s obligations
to SUBLICENSEE(S) are no greater than JHU’s obligations to Company under this Agreement. Company shall provide written notice of
such to each SUBLICENSEE(S) with a copy of such notice provided to JHU.


 


Article
10

MISCELLANEOUS


 


10.1 Use
of Name. Company, AFFILIATED COMPANIES and SUBLICENSEE(S) shall not use the name of The Johns Hopkins University or The Johns Hopkins
Health System or any of its constituent parts, such as the Johns Hopkins Hospital or any contraction thereof or the name of Inventors
in any advertising, promotional, sales literature or fundraising documents without prior written consent from an authorized representative
of JHU. Company, AFFILIATED COMPANIES and SUBLICENSEE(S) shall allow at least seven (7) business days notice of any proposed public disclosure
for JHU’s review and comment or to provide written consent.


 


10.2 Registration
of License. Company, at its expense, may register the license granted under this Agreement in any country where the use, sale or manufacture
of a LICENSED PRODUCT or LICENSED SERVICE in such country would be covered by a VALID CLAIM of the PATENT RIGHTS. Upon request by Company,
JHU shall agree to promptly execute any “short form” licenses submitted to it by Company in order to effect the foregoing
registration in such country.


 


10.3 No
Partnership. Nothing in this Agreement shall be construed to create any agency, employment, partnership, joint venture or similar
relationship between the parties other than that of a licensor/licensee. Neither party shall have any right or authority whatsoever to
incur any liability or obligation (express or implied) or otherwise act in any manner in the name or on the behalf of the other, or to
make any promise, warranty or representation binding on the other.


 






    Page 13 of 20


     


    

 


10.4 Notice
of Claim. Each party shall give the other or its representative immediate notice of any suit or action filed, or prompt notice of
any claim made, against them arising out of the performance of this Agreement or arising out of the practice of the inventions licensed
hereunder.


 


10.5 Product
Liability. Prior to initial human testing or first commercial sale of any LICENSED PRODUCT(S) or LICENSED SERVICE(S) as the case may
be in any particular country, Company shall establish and maintain, in each country in which Company, an AFFILIATED COMPANY or SUBLICENSEE(S)
shall test or sell LICENSED PRODUCT(S) and LICENSED SERVICE(S), product liability or other appropriate insurance coverage in the minimum
amount of [***] per claim and will annually present evidence to JHU that such coverage is being maintained. Upon JHU’s request,
Company will furnish JHU with a Certificate of Insurance of each product liability insurance policy obtained. JHU shall be listed as an
additional insured in Company’s said insurance policies. If such Product Liability insurance is underwritten on a ‘claims
made’ basis, Company agrees that any change in underwriters during the term of this Agreement will require the purchase of ‘prior
acts’ coverage to ensure that coverage will be continuous throughout the term of this Agreement.


 


10.6 Governing
Law. This Agreement shall be construed, and legal relations between the parties hereto shall be determined, in accordance with the
laws of the State of Maryland applicable to contracts solely executed and wholly to be performed within the State of Maryland without
giving effect to the principles of conflicts of laws. Any disputes between the parties to the Agreement shall be brought in the state
or federal courts of Maryland. Both parties agree to waive their right to a jury trial.


 


10.7 Notice.
All notices or communication required or permitted to be given by either party hereunder shall be deemed sufficiently given if mailed
by registered mail or certified mail, return receipt requested, or sent by overnight courier, such as Federal Express, to the other party
at its respective address set forth below or to such other address as one party shall give notice of to the other from time to time hereunder.
Mailed notices shall be deemed to be received on the third business day following the date of mailing. Notices sent by overnight courier
shall he deemed received the following business day.


 


		If to Company:	Attn: Herman Spolders BVBA, CEO
 OncoMethylome Sciences
SA
 Niveau +2, Tour 4 de Pharmacie (batiment 36)
 Ulg CHU, Av. de l’Hopital no. 1
 4000 Sart-Tilman (Liege)
 Belgium



 


		With a copy to:	OncoMethylome Sciences SA

2505 Meridian Parkway, Suite 310

Durham, NC 27713

Attn.: Legal Dept.



 


		If to JHU:	Licensing and Technology Development

Johns Hopkins University

100 N. Charles Street

5th Floor

Baltimore, MD 21201

Attn.: Director



 


10.8 Compliance
with All Laws. In all activities undertaken pursuant to this Agreement, both JHU and Company covenant and agree that each will in
all material respects comply with such Federal, state and local laws and statutes, as may be in effect at the time of performance and
all valid rules, regulations and orders thereof regulating such activities.


 






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10.9 Successors
and Assigns. Neither this Agreement nor any of the rights or obligations created herein, except for the right to receive any remuneration
hereunder, may be assigned by either party, in whole or in part, without the prior written consent of the other party, which approval
shall not be unreasonably withheld; provided, however that either party shall be free to assign this Agreement in connection with any
sale of substantially all of its assets without the consent of the other. . This Agreement shall bind and inure to the benefit of the
successors and permitted assigns of the parties hereto.


 


10.10 No
Waivers; Severability. No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same or other
provision of this Agreement, and no waiver shall be effective unless made in writing. Any provision hereof prohibited by or unenforceable
under any applicable law of any jurisdiction shall as to such jurisdiction be deemed ineffective and deleted herefrom without affecting
any other provision of this Agreement. It is the desire of the parties hereto that this Agreement be enforced to the maximum extent permitted
by law, and should any provision contained herein be held by any governmental agency or court of competent jurisdiction to be void, illegal
and unenforceable, the parties shall negotiate in good faith for a substitute term or provision which carries out the original intent
of the parties.


 


10.11 Entire
Agreement; Amendment. Company and JHU acknowledge that they have read this entire Agreement and that this Agreement, including the
attached Exhibits constitutes the entire understanding and contract between the parties hereto and supersedes any and all prior or contemporaneous
oral or written communications with respect to the subject matter hereof, all of which communications are merged herein. It is expressly
understood and agreed that (i) there being no expectations to the contrary between the parties hereto, no usage of trade, verbal agreement
or another regular practice or method dealing within any industry or between the parties hereto shall be used to modify, interpret, supplement
or alter in any manner the express terms of this Agreement; and (ii) this Agreement shall not be modified, amended or in any way altered
except by an instrument in writing signed by both of the parties hereto.


 


10.12 Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party
hereto, shall impair any such right, power or remedy to such party nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or in any similar breach or default be deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies either under this Agreement or by law or otherwise afforded to
any party, shall be cumulative and not alternative.


 


10.13 Force
Majeure. If either party fails to fulfill its obligations hereunder (other than an obligation for the payment of money), when such
failure is due to an act of God, or other circumstances beyond its reasonable control, including but not limited to fire, flood, civil
commotion, riot, war (declared and undeclared), revolution, or embargoes, then said failure shall be excused for the duration of such
event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement, provided however,
that in no event shall such time extend for a period of more than one hundred eighty (180) days.


 


10.14 Further
Assurances. Each party shall, at any time, and from time to time, prior to or after the EFFECTIVE DATE of this Agreement, at reasonable
request of the other party, execute and deliver to the other such instruments and documents and shall take such actions as may be required
to more effectively carry out the terms of this Agreement.


 






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10.15 Survival.
All representations, warranties, covenants and agreements made herein and which by their express terms or by implication are to be performed
after the execution and/or termination hereof, or are prospective in nature, shall survive such execution and/or termination, as the case
may be. This shall include Paragraphs 3.6 (Late Payments), 5.2 (Records), and Articles 6, 7, 8, 9, and 10.


 


10.16 No
Third Party Beneficiaries. Nothing in this Agreement shall be construed as giving any person, firm, corporation or other entity, other
than the parties hereto and their successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or
any provision hereof


 


10.17 Headings.
Article headings are for convenient reference and not a part of this Agreement. All Exhibits are incorporated herein by this reference.


 


10.18 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall be
deemed but one instrument.


 


IN WITNESS WHEREOF, this Amended
and Restated License Agreement shall take effect as of the EFFECTIVE DATE when it has been executed below by the duly authorized representatives
of the parties.


 




    Page 16 of 20


     


    

 


	THE JOHNS HOPKINS UNIVERSITY	 	ONCOMETHYLOME SCIENCES SA
	 	 	 
	 	 	By:	Herman H. Spolders BVBA
	 	 	 	Chief Executive Officer
	 	 	 
	/s/ R. Keith Baker	 	/s/ Herman H. Spolders
	R. Keith Baker, MBA, Ph.D. 	 	Drs. Herman H. Spolders, 
	Director	 	Managing Director
	Licensing and Technology Development	 	 
	 	 	 
	08/31/2004	 	08/31/2004
	(Date)	 	(Date)


 


Acknowledged by


 


	/s/ Dr. David Sidransky	 
	Dr. David Sidransky	 
	 	 
	08/25/2004	 
	(Date)	 


 


EXHIBIT A. LICENSE FEE & ROYALITIES.


EXHIBIT B. SALES & ROYALTY REPORT FORM.


EXHIBIT C. NET SALES CALCULATION EXAMPLE


 




    Page 17 of 20


     


    

 


EXHIBIT A


 


LICENSE FEE & ROYALTIES


 


		1.	License Fee: The license fee due under Paragraph 3.1
is [***]



 


		2.	Minimum Annual Royalty: The minimum annual royalty
pursuant to Paragraph 3.2 is [***]



 


		3.	Royalties: The running royalty rate payable under
Paragraph 3.3 is:



 


		[***]	



 




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EXHIBIT B


 


QUARTERLY SALES & ROYALTY REPORT


 


FOR LICENSE AGREEMENT BETWEEN Company AND


 


THE JOHNS HOPKINS UNIVERSITY DATED


 


[EFFECTIVE DATE OF AGREEMENT]


 


FOR PERIOD OF ______________ TO _________________


 


TOTAL ROYALTIES DUE FOR THIS PERIOD $_______________


 


	PRODUCT 

ID	PRODUCT NAME	*JHU 

REFERENCE	1st COMMERCIAL 

SALE DATE	TOTAL NET 

SALES/SERVICES	ROYALTY 

RATE	AMOUNT 

DUE
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


* Please provide the JHU Disclosure Number or Patent
Reference


 


This report format is to be used to report quarterly
royalty statements to JHU. It should be placed on Company letterhead and accompany any royalty payments due for the reporting period.
This report shall be submitted even if no sales are reported.


 




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EXHIBIT C


 


NET SALES CALCULATION EXAMPLE


 


By way of example only, and without amending or otherwise limiting
the terms of the agreement, if COMPANY were to realize commercial sales of $100,000 for the applicable quarter with respect to a Panel
that includes four assays with the following characteristics:


 


		Assay A:	Includes the LICENSED PRODUCT and one Other Component;



		Assay B:	Includes only the LICENSED PRODUCT;



		Assay C:	Includes only the LICENSED PRODUCT, but requires intellectual
property of a third party in order to obtain freedom to operate; and



		Assay D:	Does not include any LICENSED PRODUCT;



 


then the royalty calculation for the Panel (for that quarter) would
be as follows:


 


[***]


 


 


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