EX-10.17





 Exhibit 10.17 

Amended and Restated Exclusive License Agreement 

This exclusive license agreement (this “Agreement”) is made by and between InCube Labs, LLC (“InCube” or
“Licensor”) a Delaware limited liability company having an address at 2051 Ringwood Ave., San Jose, CA 95131, and Rani Therapeutics, LLC (“Rani” or “Licensee”), a California limited liability
company having an address at 2051 Ringwood Ave., San Jose, CA 95131. InCube and Rani may be referred to herein individually as a “Party” and collectively as the “Parties”. 

BACKGROUND 
  

	A.	 Rani and InCube entered into that certain Exclusive License Agreement, dated June 14, 2012, as amended by
that certain letter agreement, dated June 13, 2013 (“Prior Agreement”) and that certain Intellectual Property Agreement, dated June 14, 2012, as amended by that certain letter agreement, dated June 13, 2013
(“IP Agreement”); and 


  

	B.	 Rani and InCube now desire to amend and restate the Prior Agreement in its entirety to clarify the scope of the
intellectual property licensed by InCube to Rani and to provide for certain payments from Rani to InCube, all subject to the terms and conditions as provided herein. 



AGREEMENT 
 The Parties agree as follows:

  

	1.	 DEFINITIONS 



As used herein, 
  

	 	1.1.	 “Affiliate” means, with respect to any entity, any other entity that controls, is controlled
by, or is under common control with such entity. For purposes of this Agreement, an entity will be deemed to control another entity if it owns, directly or indirectly, at least fifty percent (50%) of the equity securities of such other entity
entitled to vote in the election of directors (or, in the case that such other entity is not a corporation, for the election of the corresponding managing authority), or otherwise has the power to direct the management and policies of such other
entity. 


  

	 	1.2.	 “Cover” means, with respect to specified IPA and a country, that a Violation of such IPA would
occur by Exploitation of a Product in such country absent a license under, or ownership of, such IPA; provided, however, that in determining whether a Valid Claim of a pending patent application would be infringed, it will be treated as if issued in
the form then currently being prosecuted, where infringement for purposes of this Section 1.2 is determined without considering the effect of any safe harbor provision. Lexical cognates of the word “Cover” (e.g., Covered or Covering)
will have correlative meanings. 


  

	 	1.3.	 “Exploit” means to develop, make, use, promote, provide, offer to sell, sell, market,
distribute, import, export, or otherwise commercialize. Lexical cognates of the word “Exploit” (e.g., Exploited, Exploiting, or Exploitation) will have correlative meanings. 



 

	 	1.4.	 “Field of Use” means oral delivery of sensors, small molecule drugs or biologic drugs
including, any peptide, antibody, protein, cell therapy, gene therapy or vaccine. 


  

	 	1.5.	 “IPA” (intellectual property asset) means any invention, work of authorship, designation,
design, formulation, formula, materials, data, know-how, idea, Patent Asset (defined herein), copyright, software, firmware, algorithm, trademark, tradename, trade secret, domain name, mask work, original
document or compilation, or other intellectual property, including but not limited to all related alterations, improvements, modifications, revisions, adaptations, translations, enhancements or other derivative works thereto. 



 

	 	1.6.	 “Licensed IPA” means the IPA listed on Exhibit A of this Agreement. For clarity, any Patent
Asset listed on Exhibit A includes patents or patent applications that claim priority thereto as per the definition of Patent Asset. 















	 	1.7.	 “Licensed Product” means any Product the Exploitation of which would constitute a Violation of
Licensed IPA but for the license granted Licensee by Licensor herein. 


  

	 	1.8.	 “Patent Asset” means a patent application filed in any jurisdiction, together with any patent
application claiming priority thereto (including but not limited to continuation, divisional, substitution, or national phase and validation applications claiming priority thereto, but in the case of a continuation-in-part application only to the extent that all claims in a patent issued on the continuation-in-part application
are supported in the application(s) to which priority is claimed) and together with patents issuing on said patent application or said patent application claiming priority thereto (where issued patents include without limitation registrations,
reissues, reexaminations and extensions). 


  

	 	1.9.	 “Product” means a service, technique, composition, product, system, or method of treatment.



  

	 	1.10.	 “Sublicensee” means a third party to whom Licensee grants a sublicense under the license in
Section 2 of this Agreement. 


  

	 	1.11.	 “Territory” means worldwide. 



 

	 	1.12.	 “Valid Claim” means (a) a claim of an issued and unexpired patent, or a supplementary
protection certificate thereof, that has not been held permanently and unappealably revoked, unenforceable or invalid by a decision of a court, patent office or other forum of competent jurisdiction, and that is not admitted to be invalid or
unenforceable through reissue, disclaimer or otherwise, or (b) a claim of a pending patent application that has not been abandoned, finally rejected or expired without the possibility of appeal or
re-filing. 


  

	 	1.13.	 “Violation” means an infringement, misappropriation, and/or other violation of any valid and
unexpired portion of specified IPA (e.g., infringement of a Valid Claim of a specified Patent Asset). 


  

	 	1.14.	 “Will” means a requirement or obligation; “may” means optionally.



  

	2.	 LICENSE 



Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive, royalty-free license under all of its rights in
Licensed IPA to Exploit any Licensed Products, but solely within the Territory and solely within the Field of Use. Licensor will provide to Licensee upon request any know-how explicitly specified as Licensed
IPA. All intellectual property rights of Licensor not expressly granted in this Agreement are hereby reserved. For clarity, Licensee is Rani (Rani Therapeutics, LLC or its permitted successor or assignee under Section 16 (Assignability)); no
affiliate or spinoff of Rani is granted a license under this Agreement. 
  

	3.	 SUBLICENSE 


  

	 	3.1.	 Except as specified in Section 3.2.3, Rani must implement a separate sublicense for each Affiliate or
Sublicensee in accordance with this Section 3 (Sublicense). 


  

	 	3.2.	 Licensee may sublicense all or any portion of its rights set forth in Section 2 to one or more Affiliates
or Sublicensees under the following conditions: 


  

	 	3.2.1.	 Each sublicense must be in writing and signed by both applicable parties, enforceable according to its terms,
and subject to this Agreement. 


  

	 	3.2.2.	 No sublicense will grant, or purport to grant, any broader rights than those set forth in Section 2.



  

	 	3.2.3.	 Sublicensees will not have the right to further sublicense; provided that, subject to Section 3.3.1, a
Sublicensee of Licensee will have the right to sublicense to a wholly-owned subsidiary of the Sublicensee without prior consent of Licensor. 



  
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	 	3.2.4.	 To the extent applicable, each sublicense must include all of the rights of and obligations due to Licensor
contained in this Agreement. Without limiting the foregoing, each Sublicensee must at least agree to: 


  

	 	3.2.4.1.	 maintain insurance at the levels set forth in Section 12 (Insurance); 



 

	 	3.2.4.2.	 maintain in confidence Licensor’s Confidential Information as defined in Section 9 (Confidentiality);



  

	 	3.2.4.3.	 acknowledge that termination of this Agreement will terminate all sublicenses; provided that, a Sublicensee may
request to convert to a status of a licensee upon termination of this Agreement to the extent allowed under Section 13 (Term and Termination); 


  

	 	3.2.4.4.	 also comply with the obligations on Licensee as set forth in Section 4 (Products); and



  

	 	3.2.4.5.	 also comply with the obligations on Licensee as set forth in Section 7.1. 



 

	 	3.3.	 For each Sublicensee: 



 

	 	3.3.1.	 Licensee will within thirty (30) days of execution of a sublicense provide Licensor with a copy of that
sublicense (which copy may be redacted with respect to information not pertinent to compliance with the terms and conditions of this Agreement). 


  

	4.	 PATENT ASSET BUY-OUT. For each U.S. Patent Asset Family listed in
Table 2 of Exhibit A - Section A.2 (including patents or patent applications that claim priority thereto) (each, a “U.S. Patent Asset Family”), on the fifth anniversary of the Effective Date, Licensee will have the right to
acquire such U.S. Patent Asset Family by paying Licensor a one-time patent acquisition fee of two hundred fifty thousand dollars ($250,000) per U.S. Patent Asset Family (the “U.S. Patent Asset
Acquisition Fee”) within thirty (30) days following the fifth anniversary of the Effective Date. With respect to each U.S. Patent Asset Family for which Licensee pays Licensor the U.S. Patent Asset Acquisition Fee, Licensor will, and
hereby does effective upon receipt of such payment, assign to Licensee all of Licensor’s right, title, and interest in and to such U.S. Patent Asset Family, and, effective upon the date of such assignment, such U.S. Patent Asset
Family shall cease to be Licensed IPA and shall be deemed a “Rani Patent Asset”. Licensor will assist Licensee, at Licensee’s request and expense, to evidence such assignment to Licensee, which assistance will include, without
limitation, signing, verifying and delivering any documents and performing any other acts, for Licensee to obtain and enforce intellectual property rights relating to each Rani Patent Asset. For clarity, there are a total of four (4) U.S.
Patent Asset Families listed on Table 2 of Exhibit A-Section A.2 and the Patent Assets having the following application numbers are all within the same U.S. Patent Asset Family: 62/305,878; 15/455,075; 15/455,080; 16/701,552; and
16/255,020. The maximum amount payable by Licensee to Licensor under this Section 4 is one million dollars ($1,000,000) if Licensee elects to acquire all four (4) U.S. Patent Asset Families. With respect to each U.S. Patent Asset Family,
if Licensee declines to exercise its right under this Section 4 to acquire such U.S. Patent Family, such U.S. Patent Asset Family shall, effective on the date that is thirty (30) days following the fifth anniversary of the Effective
Date, cease to be Licensed IPA and shall be excluded from the license granted to Licensee by Licensor under Section 2. 


  

	5.	 PRODUCTS 


  

	 	5.1.	 Licensee will make all commercially reasonable efforts to comply with all applicable laws, rules and
regulations with respect to the Exploitation of Licensed Products. 


  

	 	5.2.	 Licensee will mark or cause to be marked, in accordance with the applicable patent marking laws, Licensed
Products that are Exploited under the license granted in Section 2. 


  

	 	5.3.	 Licensee will make all commercially reasonable efforts to comply with all applicable U.S. and foreign laws with
respect to the transfer of Licensed Products and related technical data to foreign countries, including without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations. 



 

	6.	 PROSECUTION AND MAINTENANCE OF IPA 



 

	 	6.1.	 Licensor will diligently endeavor to prosecute and maintain Licensed IPA using counsel of its choice, and
Licensor will provide Licensee with copies of relevant documentation upon request so that Licensee may be informed of the continuing prosecution, and Licensee agrees to keep this documentation confidential. Licensor’s counsel will take
instructions only from Licensor. 



  
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	 	6.2.	 As reasonably requested by Licensee to protect the Licensed Products that Licensee may Exploit under this
Agreement, and all with respect to the Licensed IPA and only upon request: Licensor will use reasonable efforts to amend any patent application and file new patent applications claiming priority to the Licensed IPA, anywhere in the world, and these
amended and new patent applications will become part of the Licensed IPA. 


  

	 	6.3.	 Licensee will notify Licensor of its decision to obtain or maintain foreign patents not less than 30 days prior
to the deadline for any payment, filing or action to be taken in connection therewith. This notice concerning foreign filing must be in writing, must identify the countries desired, and must reaffirm Licensee’s obligation to underwrite the
costs thereof. The absence of such a notice from Licensee to Licensor may be considered by Licensor an election not to obtain or maintain foreign rights. 


  

	 	6.4.	 Licensor may file, prosecute or maintain patent applications at its own expense in any country in which
Licensee has not elected to file, prosecute or maintain patent applications in accordance with this Section 6 (Prosecution and Maintenance of IPA) and those applications and resultant patents will not be subject to this Agreement.



  

	 	6.5.	 If Licensor fails to prosecute or maintain any item of IPA when obligated to do so under this Section 6,
Licensee may first request that Licensor take immediate action and, if no action is taken by Licensor in a timely manner relative to an impending deadline, Licensee may proceed to prosecute, maintain, or revive such item of IPA.



  

	 	6.6.	 Licensee will not make any statement disparaging, or admitting the invalidity or unenforceability of, any
Licensed IPA during prosecution of any IPA. 


  

	7.	 ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS 



 

	 	7.1.	 Each Party will promptly notify the other Party, in writing, of any (i) known Violation of any Licensed
IPA by a third party within the Field of Use and will provide the other Party with available information relating to such Violation, and (ii) any allegation or action by a third party indicating that any Licensed IPA is invalid or unenforceable
(e.g., a declaratory judgment action, a post-grant review action, or a communication from the third party) and will provide the other Party with available information relating to such allegations or action. 



 

	 	7.2.	 Licensor will have exclusive rights to initiate and control any enforcement proceeding with respect to a
Violation of Licensed IPA (such enforcement proceeding, an “Action”) outside the Field of Use at its own expense. Licensee will not have a right to initiate, participate in, or share recovery from, an Action outside the Field of
Use. 


  

	 	7.3.	 Licensee will have the first right to initiate and control any Action in the Field of Use at its own expense.
If Licensee does not bring any such Action within 120 days following notice of the alleged Violation or 30 days before the time limit, if any, set forth in the appropriate laws and regulations for filing of such Action, whichever comes first, then
Licensor will have the right, to initiate and control such Action at its own expense. 


  

	 	7.4.	 Each Party will cooperate with the other Party in an Action brought by that other Party, at that other
Party’s expense, including but not limited to providing materials and information reasonably requested as being reasonably necessary for purposes of the Action. 



 

	 	7.5.	 For an Action in the Field of Use brought by either Party in accordance with this Section 7 that is fully
participated in by both Parties, the Parties will share Costs and recoveries as follows: any recovery will first be applied equally to reimburse those Costs agreed to be shared between the Parties in writing before such Costs were incurred (any
other Costs will be at the expense of the Party incurring them); and then any remaining recovery will be shared equally. For Actions in the Field of Use brought by either Party in 



  
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accordance with this Section 7 and not fully participated in by both Parties: any recovery will first be applied to reimburse the Costs of the Party that brought and controlled such Action
and then to reimburse the Costs of the other Party; then any recovery remaining after such reimbursement will be allocated 75% to the Party bringing the Action and 25% to the other Party or as otherwise agreed between the Parties. For the purposes
of this Section 7, “fully participated in” means being actively involved in a material manner in most or all aspects of the Action and “Costs” refers to costs, fees, and expenses (including attorney fees)
incurred in participating in the Action. 

  

	 	7.6.	 Any Action brought in accordance with this Section 7 will be controlled by the Party bringing the Action;
the other Party may be represented by counsel of its choice. 


  

	 	7.7.	 For any non-cash settlement or
non-cash cross-license, Licensee and Licensor will negotiate in good faith an appropriate monetary value of such settlement or cross-license to use when calculating the recovery from an Action when the
recovery is to be shared. 


  

	 	7.8.	 Licensee will not settle, compromise, or discharge any Action brought in accordance with this Section 7
without prior written consent of Licensor; provided, that, written consent of Licensor will not be required for a settlement, compromise or discharge of such Action that does not admit the invalidity or unenforceability of Licensed IPA or have a
material adverse effect on Licensor. 


  

	 	7.9.	 Licensee will not make any statement disparaging, or admitting the invalidity or unenforceability of, any
Licensed IPA. 


  

	 	7.10.	 Licensee and its Sublicensees will not challenge in any forum or any jurisdiction the validity or
enforceability of any Licensed IPA; any such challenge will be void ab initio. Upon the occurrence of such a challenge, Licensor will have the right to terminate this Agreement immediately upon notice. Licensee will reimburse all Costs that Licensor
may incur addressing any such challenge (whether under contract law, patent law, or any other law). 


  

	8.	 INVOICING AND PAYMENT 



 

	 	8.1.	 Licensor will invoice Licensee a pro rata share for costs incurred under Section 6 (Prosecution and
Maintenance of IPA) of this Agreement. 


  

	 	8.1.1.	 The pro rata share may vary between individual patents and patent applications of Licensed IPA depending on the
number of licensees having a license to each such patent or patent application. Licensee’s pro rata share for a given patent or patent application will be based solely on the number of licensees having a license with respect to that patent or
patent application and not on an actual or perceived relative value of Licensee’s license as compared to other licenses. The pro rata share with respect to a patent or patent application will not be affected by the number of claims in the
patent or patent application. 


  

	 	8.1.2.	 If not otherwise specified in a separate agreement between the Parties (e.g., a service agreement):



  

	 	8.1.2.1.	 Licensee’s pro-rata share of costs arising under this
Section 8.1 other than for in-house counsel services (including but not limited to costs for outside counsel services, foreign counsel services, United States Patent and Trademark Office (USPTO) fees,
foreign patent office fees, and foreign trademark office fees) to the extent initially paid by Licensor will be billed to Licensee on a pass-through basis with no markup by Licensor. 



  
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	 	8.1.2.2.	 Licensee agrees to pay each invoice received from Licensor within thirty (30) days of the date of the
invoice. 


  

	9.	 CONFIDENTIALITY 


  

	 	9.1.	 Except as otherwise provided herein, each Party will maintain in confidence, and will not use for any purpose
or disclose to any third party information disclosed by the other Party in writing and marked “confidential” or that is disclosed orally and confirmed in writing as confidential within 45 days following such disclosure, or that by its
nature would reasonably be considered to be confidential or proprietary (collectively, “Confidential Information”). Confidential Information will not include any information that: (i) is already known to the receiving Party at
the time of disclosure hereunder, (ii) is now or hereafter becomes publicly known other than through acts or omissions of the receiving Party, (iii) is disclosed to the receiving Party by a third party under no obligation of
confidentiality to the disclosing Party, or (iv) is independently developed by the receiving Party without reference to the Confidential Information of the disclosing Party. 



 

	 	9.2.	 Notwithstanding the provisions of Section 9.1, each Party may use or disclose Confidential Information in
exercising its rights hereunder or fulfilling its obligations and duties hereunder and in prosecuting or maintaining any proprietary rights, prosecuting or defending any legal action, complying with applicable governmental regulations, and
submitting information to tax or other governmental authorities, provided that, if the Party is required by law to make any disclosures of Confidential Information of the other, to the extent it may legally do so, the Party will give reasonable
advance notice to the other of such disclosure, limit the disclosure to only the minimum information necessary, and will use its reasonable efforts to secure confidential treatment of Confidential Information prior to its disclosure (whether through
protective orders or otherwise). 


  

	10.	 USE OF NAMES AND TRADEMARKS 



Nothing contained in this Agreement confers any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other
designation of either Party hereto (including contraction, abbreviation or simulation of any of the foregoing). 
  

	11.	 INDEMNIFICATION 


  

	 	11.1.	 Licensee will indemnify, hold harmless and defend Licensor, its officers, employees, and agents (individually
or collectively, the “Indemnified”) against any and all claims, legal actions, losses, liabilities, damages, costs, fees and expenses (including attorney fees), each as regards product liability or Violation of third-party IPA with
respect to Licensed Products; provided that, the Indemnified (i) promptly notifies Licensee of an applicable claim, and (ii) provides Licensee, at Licensee’s expense, with reasonable assistance and information upon reasonable request.



  

	 	11.2.	 Licensee will keep Licensor informed on a current basis regarding any proceeding for which Licensee has an
obligation to an Indemnified under Section 11.1. 


  

	 	11.3.	 Licensee will not settle, compromise, or discharge any proceeding for which Licensee has an obligation to an
Indemnified under Section 11.1 without prior written consent of Licensor; except that no consent is required if the settlement, compromise, or discharge is limited to payment of monetary damages and does not admit fault or otherwise impair
Licensor’s rights under this Agreement. 


  

	12.	 INSURANCE 



Licensee, at its sole cost and expense, will obtain, keep in force, and maintain commercially reasonable general and product liability insurance as applicable
for any Licensed Products. 

  
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	13.	 TERM AND TERMINATION 



 

	 	13.1.	 Unless otherwise terminated by operation of law, or by acts of the Parties in accordance with the terms of this
Agreement, this Agreement will be in force perpetually from the Effective Date. Notwithstanding the foregoing, this Agreement will terminate at the earlier of: 



 

	 	13.1.1.	 an attempted assignment of this Agreement that is not a permitted assignment under Section 16
(Assignability); 


  

	 	13.1.2.	 sixty (60) days after institution of bankruptcy proceedings of Licensee which are not dismissed within the
sixty (60) days; 


  

	 	13.1.3.	 discontinuation of business operations of Licensee; or 



 

	 	13.1.4.	 all Patent Assets included in Licensed IPA and their included claims, and all other Licensed IPA other than know-how have expired, been abandoned, been finally and unappealably invalidated or rendered unenforceable, or otherwise are no longer in effect; provided that, after termination under this Section 13.1.4,
Licensee and its Sublicensees may continue to use know-how provided as a result of being included on Exhibit A. 


  

	 	13.2.	 Termination of this Agreement will terminate all licenses and all sublicenses hereunder, and all rights granted
by such licenses and sublicenses will revert to Licensor; provided that, each Sublicensee may request to convert to a status of a licensee, which request Licensor will not unreasonably deny. 



 

	 	13.2.1.	 To convert a Sublicensee to a licensee, Licensor and Sublicensee will execute a license on the same terms and
conditions as set forth in this Agreement, or modifications thereto for which both parties agree. 


  

	 	13.2.2.	 Licensee will notify its Sublicensees at least sixty (60) days in advance of a known or expected
termination of this Agreement; Licensee will notify its Sublicensees within ten (10) days of an unexpected termination of this Agreement. 


  

	 	13.3.	 Following termination of this Agreement, Licensor will be under no continuing or further obligation to
prosecute or maintain any patent or patent application under any provision of this Agreement. 


  

	 	13.4.	 For an enforcement action brought in accordance with Section 7 (Enforcement of Intellectual Property
Rights), which action is in progress at termination of this Agreement (or partial termination with respect to Licensed IPA that is asserted in the action): such action will move forward under the control of Licensor, and Licensee will no longer be
part of such action; Licensee will make all commercially reasonable efforts to effectuate transfer of the action to the control of Licensor in a timely, proper, and legally effective manner. This section 13.4 does not apply if termination is under
Section 13.1.4. 


  

	 	13.5.	 Termination of this Agreement does not relieve either Party of any obligation or liability accrued under this
Agreement prior to termination or rescind any payment made or anything done by a Party prior to the time termination becomes effective. Termination does not affect in any manner any rights of the Parties arising under this Agreement prior to
termination. 


  

	 	13.6.	 All rights and obligations arising under this Agreement which by their nature should survive termination of
this Agreement will survive, including without limitation rights and obligations arising under the following provisions: 



  
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	Section 8	  	Invoicing and Payment
	Section 9	  	Confidentiality
	Section 10	  	Use of Names and Trademarks
	Section 11	  	Indemnification
	Section 13	  	Termination
	Section 15	  	Limitations and Limited Warranty
	Section 16	  	Assignability
	Section 17	  	Failure to Perform
	Section 18	  	Governing Law
	Section 19	  	Dispute Resolution
	Section 20	  	Limitation of Liability
	Section 21	  	Miscellaneous (as applicable)


  

	 	13.7.	 Additional Licensor Rights 



 

	 	13.7.1.	 If Licensee materially fails to perform, or materially violates, any material term of this Agreement, then
Licensor may give written notice of default (“Notice of Default”) to Licensee. If Licensee fails to cure the default within 60 days of the effective date of the Notice of Default, then Licensor may terminate this Agreement
immediately by a second written notice (“Notice of Termination”); provided, however, that if Licensee disputes the breach identified in the Notice of Default by initiating arbitration under Section 19 (Dispute Resolution)
within the 60 day cure period, this Agreement will not be immediately terminated by the Notice of Termination, and instead this Agreement will terminate on the date and under the terms specified by the arbitrator. The Notice of Default and Notice of
Termination are subject to Section 14 (Notices). 


  

	 	13.7.2.	 In addition to the procedures set forth in Section 13.7.1, Licensor has the following right: Licensor may,
at its option, give Licensee thirty (30) days’ notice of intent to terminate (the “Notice of Intent”) in the event that Licensee fails to pay one or more invoice(s) for patent prosecution under Section 8.1 of this
Agreement with respect to any Licensed IPA, and such failure to pay continues for at least six (6) months past the submission date of the first of such invoice(s). During the thirty (30) day period after the Notice of Intent is delivered
(the “Notice Period”), Licensee will have an opportunity to cure by paying all overdue invoices. 


  

	 	13.7.2.1.	 Licensor may, at its option, rescind the Notice of Intent in writing at any time during the Notice Period.



  

	 	13.7.2.2.	 If the Notice of Intent is not rescinded within the Notice Period, and if Licensee does not make a full cure by
paying all overdue invoices within the Notice Period, this Agreement will terminate at the conclusion of the Notice Period. 


  

	 	13.7.3.	 In the event of a conflict between any terms in Section 13.7.1 and Section 13.7.2,
Section 13.7.2 will control. 


  

	 	13.8.	 Additional Licensee and Sublicensee Rights 



 

	 	13.8.1.	 Licensee may terminate this Agreement at will in its entirety or as to any portion of Licensed IPA licensed to
Licensee under this Agreement by giving notice to Licensor under Section 14 (Notices). Such termination will be effective sixty (60) days from the effective date of such notice, or at the date specified in a writing by Licensor accepting
the termination and specifying an earlier termination date. In the event of such termination by Licensee, all rights so terminated will revert back to Licensor. 



 

	 	13.8.2.	 In the event that Licensee terminates this Agreement under Section 13.8.1 with respect to a portion of
Licensed IPA without termination of the entire Agreement: 



  
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	 	13.8.2.1.	 Licensor will be under no continuing or further obligation to prosecute or maintain any patent or patent
application with respect to the terminated portion of Licensed IPA under any provision of this Agreement; and 


  

	 	13.8.2.2.	 any Sublicensee affected by such termination may request to convert to a status of a licensee for that portion
of the Licensed IPA, which request Licensor will not unreasonably deny. To convert a Sublicensee to a licensee, Licensor and Sublicensee will execute a license on the same terms and conditions as set forth in this Agreement, or modifications thereto
for which both parties agree. 


  

	14.	 NOTICES 



Any notice required to be given will be deemed to have been properly given if delivered to the respective address or facsimile number given on the Signature
Page, or to another address or facsimile number of a Party as designated by written notice given by that Party to the other Party. All notices should be sent to the attention of the Legal Department. Notice will be effective on: (i) the date of
delivery if delivered in person; (ii) three days after the date of mailing if mailed via first-class certified mail, postage paid or if mailed via any global express courier service that requires a recipient signature demonstrating the delivery
of such notice; or (iii) the date of transmission if sent by facsimile with confirmation of transmission. 
  

	15.	 LIMITATIONS AND LIMITED WARRANTY 



 

	 	15.1.	 Licensor represents and warrants to Licensee that: (i) it has the lawful right to enter into this
Agreement and grant the rights and licenses hereunder, (ii) Licensor is and will be the owner of the entire right, title, and interest in and to Licensed IPA, (iii) Licensor has not previously granted and will not grant any rights in
Licensed IPA that are inconsistent with the rights and licenses granted to Licensee herein, (iv) to Licensor’s knowledge, there are no claims of any third parties that would call into question the rights of Licensor to grant to Licensee
the rights and licenses granted hereunder, (v) to Licensor’s knowledge, practice of Licensed IPA will not infringe intellectual property rights of third parties, and (vi) except for Licensed IPA, and the inventions disclosed therein,
as of the Effective Date, Licensor does not own or control rights to any invention or any patent or patent application the claims of which would dominate any practice of Licensed IPA. 



 

	 	15.2.	 Without limiting Licensor’s obligations under any other agreements, Licensor is under no obligation under
this Agreement to assign or otherwise transfer title of any Licensed IPA to Licensee. 


  

	 	15.3.	 This Agreement does not (i) express or imply a warranty or representation as to the validity or scope of
any Licensed IPA; (ii) express or imply a warranty or representation that any Licensed Product is or will be free from Violation of IPA of third parties; (iii) obligate either Party to bring any Action against a third party;
(iv) confer by implication, estoppel or otherwise any license or rights other than licenses to Licensed IPA as defined in this Agreement; or (v) obligate Licensor to furnish any know-how not
specified as part of Licensed IPA. 


  

	 	15.4.	 EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. 


  

	16.	 ASSIGNABILITY 


  

	 	16.1.	 This Agreement, and any obligation or benefit arising hereunder, will not be assignable by either Party to any
third party without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, each Party shall have the right, without the other Party’s prior written
consent, to assign this Agreement to a third party who acquires all or substantially all of the business or assets of such Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or other similar transaction.




  
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	 	16.2.	 No permitted assignment of this Agreement will be valid and effective unless and until the assignee agrees in
writing to be bound by the provisions of this Agreement. Any other attempt to transfer or assign will be void. 


  

	 	16.3.	 The terms and conditions of this Agreement will be binding on and inure to the benefit of the permitted
successors and assigns of the Parties unless otherwise specified herein. 


  

	 	16.4.	 Upon a permitted assignment of this Agreement by a Party, all references herein to such Party will be deemed a
reference to the assignee. 


  

	17.	 FAILURE TO PERFORM 


  

	 	17.1.	 No waiver by either Party of any default of this Agreement will be deemed a waiver of any subsequent or similar
default. 


  

	 	17.2.	 A suspension of duty under this Agreement due to force majeure will not be for a period longer than six
(6) months. 


  

	 	17.3.	 Subject to Section 19 (Dispute Resolution), if either Party finds it necessary to undertake legal action
against the other on account of failure of performance due under this Agreement, then the prevailing Party is entitled to reasonable attorney’s fees in addition to costs and necessary disbursements. 



 

	18.	 GOVERNING LAW 



To the extent state law is applicable, this Agreement will be interpreted and construed in accordance with the laws of the state of California without regard
to conflict of laws principles or to which party drafted particular provisions of this Agreement. 
  

	19.	 DISPUTE RESOLUTION 


  

	 	19.1.	 Any dispute or controversy relating to the inventorship, ownership, scope, validity, enforceability, or
infringement of any intellectual property rights will be submitted to a court of competent jurisdiction in the country or regional authority in which such intellectual property rights were granted or arose. In the United States of America (USA), the
court of competent jurisdiction for patents and trademarks will be a federal court. 


  

	 	19.2.	 All disputes will be conducted in the English language, and the English original version of this Agreement (if
subsequently translated) will be considered the only legal version. 


  

	 	19.3.	 For actions which fall outside of the arbitration provisions of Section 19.4, venue will be within Santa
Clara County in the state of California, USA, and the Parties agree to personal jurisdiction of the courts within Santa Clara County. 


  

	 	19.4.	 Subject to Section 19.1, any dispute arising out of or relating in any way to this Agreement and/or the
relationship between the Parties, including without limitation, claims for breach of contract, will be submitted to binding arbitration. By agreeing to arbitrate, the Parties are agreeing to waive their right to a jury trial. The arbitration will be
conducted in accordance with this Agreement, the Federal Arbitration Act, and the JAMS Comprehensive Arbitration Rules & Procedures as in effect on the date of this Agreement (the “JAMS Rules”). In the event of a conflict,
the provisions of the JAMS Rules will control, except where those JAMS Rules conflict with this Agreement, in which case this Agreement will control. The arbitration will be conducted before a three-arbitrator panel (the “Panel”),
regardless of the size of the dispute, to be selected as provided in the JAMS Rules. Each arbitrator will be a former state or federal judge with at least 



  
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five years of judicial experience. The arbitration will be commenced and held in Santa Clara County, California. Any issue concerning the location of the arbitration, the extent to which any
dispute is subject to arbitration, the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, and any discovery disputes, will be resolved by
the Panel. No potential arbitrator may serve unless he or she has agreed in writing to be bound by these procedures. Each Party will, upon the written request of the other Party, promptly provide the other with copies of all documents on which the
producing Party may rely in support of or in opposition to any claim or defense and a report of any expert whom the producing Party may call as a witness in the arbitration hearing. At the request of a Party, and upon the showing of good cause, the
Panel will have the discretion to order production by the other Party or by a third party of other documents relevant to any claim or defense. Each Party will be entitled to take a maximum of three depositions, plus depositions of all experts
designated to be witnesses at the arbitration. The depositions will be limited to a maximum of six hours per deposition. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or
confidential information. The Panel upon a showing of good cause may order additional depositions or deposition hours. All aspects of the arbitration will be treated as confidential and neither the Parties nor the arbitrators may disclose the
existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a Party will give written notice to all other parties and will afford such parties a reasonable
opportunity to protect their interests. The result of the arbitration will be binding on the Parties and judgment on the Panel’s award may be entered in any court having jurisdiction. Nothing in this Section 19.4 will affect any
Party’s ability to seek from a court temporary or interim injunctive or equitable relief to protect a Party’s rights under this Agreement or otherwise. Each Party will share equally the cost of the arbitration filing and hearing fees, the
cost of an independent expert retained by the Panel, the cost of the Panel, and administrative fees of JAMS. Each Party will bear its own costs including its attorney and witness fees and associated costs and expenses. The Parties intend that these
provisions will be valid, binding, enforceable, exclusive and irrevocable and will survive any termination of this Agreement. BY SIGNING THIS AGREEMENT, THE PARTIES ARE AGREEING TO HAVE ANY ISSUE ARISING OUT OF OR RELATING IN ANY WAY TO THIS
AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES DECIDED IN ARBITRATION, AND THE PARTIES ARE GIVING UP THEIR RIGHT TO A JURY OR COURT TRIAL. 

  

	20.	 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY NOR ANY OF
ITS AFFILIATES WILL BE LIABLE HEREUNDER (INCLUDING FOR ANY LIABILITY FOR ANY ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS) FOR ANY INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH
DAMAGES AND REGARDLESS OF THE FORM OF ACTION THROUGH WHICH SUCH DAMAGES ARE SOUGHT. 


  

	21.	 MISCELLANEOUS 


  

	 	21.1.	 This Agreement embodies the entire understanding of the Parties and supersedes all previous communications,
representations or understandings between the Parties, either oral or written, relating to the subject matter hereof. Without limiting this Section 21.1, this Agreement specifically supersedes the Prior Agreement and the IP Agreement, both of
which are hereby terminated. 


  

	 	21.2.	 No amendment or modification of this Agreement is valid or binding on the Parties unless made in writing and
signed on behalf of each Party. 


  

	 	21.3.	 Headings are inserted for convenience of reference only and are not intended to be a part of or to affect the
meaning or interpretation of this Agreement. 


  

	 	21.4.	 In case any of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in
any respect, that invalidity, illegality or unenforceability will not affect any other provisions of this Agreement and this Agreement will be construed as if the invalid, illegal or unenforceable provisions had never been contained in it.




  
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	 	21.5.	 None of the provisions of this Agreement is intended to create any form of joint venture between the Parties,
rights in third parties, or rights that are enforceable by any third party. 


  

	 	21.6.	 This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which
together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of
this Agreement. 


 [The remainder of this page is intentionally left blank. A signature page follows.] 

  
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 [Signature page] 

This Agreement will be binding on the Parties as of the last date entered in the signature blocks below (the “Effective Date”) when it has
been signed below on behalf of each Party. 
 IN WITNESS WHEREOF, both Licensor and Licensee have executed this Agreement by their respective and duly
authorized representatives on the day and year written. 
  

									
	INCUBE LABS, LLC	 	        	  	RANI THERAPEUTICS, LLC
	By:	 		  	By:
	 /s/ Mir Imran
	 		  	 /s/ Svai Sanford

	Signature	 		  	Signature
	 Mir Imran
	 		  	 Svai Sanford

	Printed Name	 		  	Printed Name
	 Owner
	 		  	 Chief Financial Officer

	Title	 		  	Title
	 June 22, 2021
	 		  	 June 22, 2021

	Date	 		  	Date
			
	Addresses for notice under Section 14:	 		  	
			
	 InCube Labs, LLC
 Attn: Legal
Department
 2051 Ringwood Ave.
 San Jose, CA 95131

 
 With copy to legal@incubelabs.com
	 		  	 Rani Therapeutics, LLC
 Attn: Legal
Department
 2051 Ringwood Ave.
 San Jose, CA 95131

 
 With copy to rani-legal@ranitherapeutics.com



  
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 EXHIBIT A – Section A.1 

A. Patent Assets listed in Table 1. 
 Table 1 

 

							
	 JX
	  	 TITLE
	  	 APPLICATION NO.
	  	DATE FILED
	US	  	METHOD FOR MANUFACTURING MICROTABLETS AND RELATED MACHINES	  	62/776,826	  	12/7/2018
	US	  	METHOD AND APPARATUS FOR MANUFACTURING MICROTABLETS	  	16/704,822	  	12/5/2019
	WO	  	METHOD AND APPARATUS FOR MANUFACTURING MICROTABLETS	  	PCT/US2019/064932	  	12/6/2019
	US	  	DEVICES AND METHODS FOR ADMINISTERING A THERAPEUTIC SUBSTANCE	  	62/854,101	  	5/29/2019
	WO	  	DEVICES AND METHODS FOR ADMINISTERING A THERAPEUTIC PREPARATION	  	PCT/US2020/034883	  	5/28/2020
	US	  	SMALL FORM-FACTOR BATTERY WITH HIGH POWER DENSITY	  	62/905,950	  	9/25/2019
	WO	  	SMALL FORM-FACTOR BATTERY WITH HIGH POWER DENSITY	  	PCT/US2020/002526	  	9/24/2020

 B. Know-how that is reasonably necessary for Exploitation of a Licensed Product that
is Covered by any Patent Asset listed in Table 1. 

  
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 EXHIBIT A – Section A.2 

A. Patent Assets listed in Table 2. 
 Table 2 

 

							
	 JX
	  	 TITLE
	  	 APPLICATION NO.
	  	DATE FILED
	US	  	CONTROLLED RELEASE FORMULATION DELIVERY DEVICE	  	62/912,581	  	10/8/2019
	WO	  	CONTROLLED RELEASE FORMULATION DELIVERY DEVICE	  	PCT/US2020/054559	  	10/7/2020
	US	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	62/305,878	  	3/9 2016
	US	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	15/455,075	  	3/9/2017
	US	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	15/455,080	  	3/9/2017
	US	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	16/701,552	  	12/3/2019
	US	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	16/255,020	  	1/23/2019
	WO	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	PCT/US2017/021692	  	3/9/2017
	EP	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	177641578	  	3/9/2017
	AU	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	2017230737	  	3/9/2017
	CA	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	3016673	  	3/9/2017
	CN	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	2017800283178	  	3/9/2017
	IN	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	201817037401	  	3/9/2017
	JP	  	METHODS AND ARTICLES FOR DELIVERING VIABLE CELLS INTO SOLID TISSUE	  	2018546875	  	3/9/2017
	US	  	ENCAPSULATED CELL DEVICE	  	62/960,536	  	1/13/2020
	US	  	CELL DELIVERY ARTICLE AND METHODS OF ADMINISTRATION	  	63/017,519	  	4/29/2020
	PCT	  	CELL DELIVERY ARTICLES AND METHODS OF ADMINISTRATION	  	PCT/US2021/013210	  	1/13/2021

 B. Know-how that is reasonably necessary for Exploitation of a Licensed Product that
is Covered by any Patent Asset listed in Table 2. 

  
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