CONFIDENTIAL	EXHIBIT 4.18


 


LICENSE AGREEMENT


 


This License Agreement
(“Agreement”) is made effective as of October 10, 2011 (“Effective Date”) by and between
Rosetta Genomics Ltd., a corporation organized under the laws of Israel, having its principal place of business at 10 Plaut St.,
Rehovot, Israel, 76706 (“Rosetta”), and Avatao Biotech, a Chinese corporation with its principal place of business
at 209 Chengfeng Rd. Yushanzhen, Kunshan, China 215300 (“Avatao”), Rosetta and Avatao are each hereafter referred
to individually as a “Party” and together as the “Parties”.


 


BACKGROUND


 


		A.	Rosetta owns or otherwise has rights to certain intellectual property relating to micro-RNA-based
laboratory diagnostic tests.



 


		B.	Avatao desires to obtain a license from Rosetta under such intellectual property rights to develop
and commercialize Licensed Tests in the Territory (each as defined below).



 


		C.	Rosetta desires to grant such license to Avatao.



 


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


 


		1.	DEFINITIONS






 





Terms used in this
Agreement with an initial capital letter shall have the meanings given in this Article 1 or elsewhere herein.


 


1.1          “Affiliate”
means any corporation, firm, limited liability company, partnership or other entity that directly controls or is controlled by
or is under corm-non control with a Party to this Agreement. For purposes of this definition “control” means ownership,
directly or indirectly through one or more Affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for
the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interests in the case of
any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a Party has the
power to direct the management or policies of an entity, whether through the ownership of voting securities or by contract relating
to voting rights or corporate governance. An entity shall be deemed to be an Affiliate of a Party only for so long as such control
exists.


 


1.2          “Calendar
Year” means each annual period beginning on January 1 and ending on December 31.


 


1.3          “Commercial
Technology Platforms” shall mean Real-Time PCR Technology, MGB Probes, microarray or other generally commercially available
technology platforms necessary or useful to perform Licensed Tests.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	 



    	 



    

 


CONFIDENTIAL


 


1.4           “Confidential
Information” means with respect to a Party (the “Receiving Party” all information which is disclosed
by or on behalf of the other Party (the “Disclosing Party”) to the Receiving Party hereunder or to any of the
Receiving Party’s employees, consultants or Affiliates, except to the extent that the Receiving Party can demonstrate by
written record or other suitable physical or electronic evidence that such information, (a) as of the date of disclosure is demonstrably
known to the Receiving Party or its Affiliates other than by virtue of a prior confidential disclosure to such Party or its Affiliates;
(b) as of the date of disclosure is, or subsequently becomes, publicly known, through no fault or omission of the Receiving Party;
(c) is obtained from a Third Party having a lawful right to make such disclosure free from any obligation of confidentiality to
the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon any
Confidential Information of the Disclosing Party. Without limiting the generality of the foregoing, Confidential Information of
Rosetta includes the items of Technology transferred by Rosetta to Avatao pursuant to Section 2.3.1.


 


1.5           “Confidentiality
Agreement” means that certain Confidential Disclosure Agreement entered into by and between the Parties dated [_______].


 


1.6           “Consulting
FIE Rate” means a rate of [***] dollars ($[***]) per FTE per hour. The Consulting FTE Rate shall be adjusted annually
for each Calendar Year after 2011 to be equal to the Consulting FTE Rate for the previous Calendar Year plus a percentage increase
equal to the percentage increase in the Israeli Consumer Price Index (as published by the Israeli government on http://www1.cbs.gov.il
or such other means of publication as may be in effect from time to time) since the Effective Date or the date of the last adjustment.


 


1.7           “Control”
or “Controlled” means with respect to a particular Patent Right or item of Technology, the possession by a Party
of the ability to grant a license or sublicense of such Patent Right or item of Technology as provided for herein, without violating
the terms of any arrangement or agreement between the granting Party and any Third Party, and further subject to Section 2.8.


 


1.8           “Cover”
means that the use, manufacture, sale, offer for sale or importation of the subject matter in question by an unlicensed entity
would infringe a claim of a Patent Right.


 


1.9           ”Exploit”
(and in the correlative forms, “Exploiting” or “Exploitation”) means to develop, make, have
made, use, sell, have sold, offer for sale, have offered for sale, market, have marketed, import and have imported. For clarity,
the performance of a Licensed Test shall constitute an Exploitation thereof. Notwithstanding the foregoing, “Exploit”
excludes any sale or other disposition of a Licensed Test in kit form.


 


1.10         “First
Commercial Sale” means the date of the first arm’s length sale or other supply or performance of a Licensed Test
to or for a Third Party, by or on behalf of Avatao or any Affiliate of Avatao in the Territory. For clarity, the performance of
a Licensed Test solely for purposes of generating data for the validation of such Licensed Test, without the receipt of any payment
or other consideration from a Third Party, shall not be deemed to be a First Commercial Sale.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


1.11         “First
Licensed Products” means the diagnostic tests developed by Rosetta known as miRview® nets test and miRview® mets2
test in the form made available by Rosetta as of the Effective Date.


 


1.12         “Improvements”
means all improvements, discoveries, inventions, developments, enhancements, updates, new features, derivative works, Technology
and other intellectual property, whether or not patentable or protectable, arising after the Effective Date and necessary err useful
for the Exploitation of the Licensed Tests, to the extent Controlled by a Avatao or its Affiliates.


 


1.13         “Licensed
Field” means the use of a Licensed Test for the diagnosis of the cancer indications in humans for which such Licensed
Test has been designed per the written specifications provided by Rosetta. For the purposes of this definition, “diagnosis”
means use for the measurement, observation or determination of (x) the presence of a human disease, (y) the stage, progression
or severity of a human disease, and/or (z) the risk of contracting a human disease. For clarity, the Licensed Field excludes (i)
any use for diagnosis of any indication other than cancer indications that are listed in Rosetta’s specification for a given
Licensed Test, and (ii) all human therapeutic or prophylactic applications and all applications in plants or animals.


 


1.14         “Licensed
IP” means the Licensed Technology, the Licensed Patent Rights and Rosetta’s intellectual property rights in the
[***].


 


1.15         “Licensed
Patent Rights” means all Patent Rights issued or pending in the Territory that are Controlled by Rosetta as of the Effective
Date or that become Controlled by Rosetta or its Affiliates during the Term that Cover any Licensed Tests. Licensed Patent Rights
include the patents and patent applications listed on Exhibit A. Following the Second License Effective Date, Exhibit
A shall be updated to include, depending on Avatao’s election, any then-existing Product Patents. Some examples include
(a) the miRview® Lung diagnostic test, including any Chinese patents filed by Rosetta or its Affiliates claiming priority to
[***] (U.S provisional application) or the full utility application directed to the subject matter of such provisional application,
or (b) the miRview® Kidney diagnostic test, including any Chinese patents filed by Rosetta or its Affiliates claiming priority
to [***] (U.S provisional application) or the full utility application directed to the subject matter of such provisional application,


 


1.16         “Licensed
Tests” means, as applicable, the First Licensed Products and the Second Licensed Product.


 


1.17         “Licensed
Technology” means all Technology which is necessary or deemed by Rosetta to be useful to Exploit Licensed Tests in the
Territory and is owned or otherwise Controlled by Rosetta as of the Effective Date or during the Term.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


1.18        “Limited
Exclusive” means with respect to the licenses granted to Avatao under Sections 2.1.1, 2.1.2 and 2.1.3 hereof, exclusive
in the Territory even as against Rosetta and its Affiliates, but subject to any co-exclusivity terms and other retained rights
of Upstream Licensors and their licensees (other than Rosetta and its Affiliates) of the Upstream Licensed Patents and/or any Upstream
Licensed Technology.


 


1.19        
[***]. 


 


1.20        “MGB
Probe” shall mean certain quantitative gene expression probe technology that, as of the Effective Date, is commercialized
and licensed out by Wescor, Inc., or its affiliates or successors or its or their licensees and used in conjunction with Real-Time
PCR Technology in the performance of certain of the Licensed Tests.


 


1.21        “Net
Sales” means the amount of gross invoiced sale price or fee received by Avatao or its Affiliates for the sale or other
supply or performance of each Licensed Test, less the following amounts incurred or paid by Avatao or its Affiliates with respect
to such sales but only insofar as they actually pertain to the sale of such Licensed Test and are separately itemized or accounted
for:


 





		i)	all trade, case and quantity credits, discounts or rebates actually given;



 


		ii)	allowances or credits for refunds;



 


		iii)	sales taxes (including value-added tax); and



 


		iv)	outbound transportation, shipment, packing and delivery charges, as well as prepaid freight (including
shipping insurance) actually incurred.








  


For clarity, the performance or other use
of a Licensed Test for the direct or indirect benefit of another entity for a payment shall be deemed to be a “sale”
of such Licensed Test for purposes of calculating Net Sales. If no sales price is invoiced for such Exploitation, the sales price
for such performance or other use shall be deemed to be the amount that would be billed to a Third Party in an independent arm’s-length
transaction.


 


1.22        “Patent
Rights” means all national, regional and international patents and patent applications, including, without limitation,
certificates of invention and applications for certifications of invention, utility models, petty patents, design patents, registered
designs and registered design applications, industrial designs and industrial design applications and registrations, reissues,
reexaminations, extensions, supplementary protection certificates, substitutions, confirmations, registrations, revalidations,
renewals, term restorations, additions, provisionals, converted provisionals, continuations, continuations-in-part, divisionals,
continued prosecution applications, and requests for continued examination thereof.


 


1.23        “Platform
Patent(s)” shall mean all Patents in the Territory owned or Controlled by Rosetta and/or its Affiliates that are necessary
or useful for the Exploitation of a Licensed Test and Cover one or more compositions of matter, including all composition of matter
claims directed to microRNAs within the Licensed Patent Rights.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


1.24         “Product
Patent(s)” shall mean all Patents in the Territory owned or Controlled by Rosetta and/or its Affiliates that are necessary
or useful for any of the Licensed Tests and are specifically directed to one or more elements of any of the Licensed Tests that
are unique to such Licensed Test (as contrasted to methods of performance in general of tests based on microRNAs or composition
of matter claims that arc relevant to multiple indications), including any divisional, continuations, substitutions, continuations-in-part,
extensions, renewals, re-examinations or reissues of such Patents in the Territory. For clarity, the Product Patents include all
methods of use claims directed to the use of microRNAs for the indications that are the targets of the Licensed Tests, but exclude
all composition of matter claims directed to microRNAs.


 


1.25         “Real-Time
PCR Technology” shall mean certain read-time polymerase chain reaction technology that, as of the Effective Date, is
commercialized and licensed out by F. Hoffmann-La Roche Ltd (or its affiliates or its or their licensees) and used in the performance
of the Licensed Tests.


 


1.26         “Regulatory
Approval” means with respect to the Licensed Tests any clearance or approval required by a Regulatory Authority and any
other governmental clearances or approvals required in the Territory to Exploit such Licensed Tests.


 


1.27         “Regulatory
Authority” means the SFDA and any other agency or authority with the power to regulate laboratory-run diagnostic tests
in the Territory.


 


1.28         “Rosetta
IP” means all Licensed IP that is solely owned by Rosetta.


 


1.29         “RLT
IP” means all Licensed IP that is licensed to Rosetta pursuant to the Rockefeller Agreement and sublicense to Avatao
under this Agreement.


 


1.30         “Second
License Effective Date” means the date, at Avatao’s election but in any event prior to September 30, 2012, upon
which Avatao obtains a license pursuant to Section 2.1.2 hereof.


 


1.31         “Second
Licensed Product” means any existing approved products of Rosetta’s portfolio, suitable to market in China as determined
by Avatao and with Rosetta’s consent.


 


1.32         “SFDA”
means the State Food and Drug Administration in The People’s Republic of China (“FRC”) or any other agency
of PRC that is responsible for the regulation of laboratory-run diagnostic tests in PRC.


 


1.33         “Technology”
means and includes any and all unpatented, proprietary ideas, inventions, discoveries, biologic materials. data, results, formulae,
designs, specifications, assays, controls, methods, processes, formulations, techniques, ideas, know-how, technical information,
trade secrets and processes.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


1.34         “Term”
means the period commencing on the Effective Date and continuing until the expiration or termination of this Agreement.


 


1.35         “Territory”
means The People’s Republic of China, including its special administrative regions Hong Kong, Taiwan and Macau.


 


1.36         “Third
Party” means any entity or person other than Avatao, Rosetta and their respective Affiliates.


 


1.37         “THM”
means Tel Hashomer Medical Research Infrastructure and Services Ltd.


 


1.38         “THM
IP” means all Licensed IP that is licensed to Rosetta pursuant to the THM Agreement and sublicensed to Avatao under this
Agreement.


 


1.39         “Upstream
License Agreement” means, subject to Section 2.8, any license agreements between Rosetta and a Third Party pursuant to
which certain Licensed IP Controlled by Rosetta is licensed to Rosetta by such Third Party, as may be amended from time to time,
including but not limited to the following: (a) Diagnostic License Agreement between The Rockefeller University and Rosetta. dated
May 4, 2006 (the “Rockefeller Agreement”); and (b) Research and License Agreement between Tel Hashomer Medical
Research Infrastructure and Services Ltd and Rosetta, dated July 30, 2008 (the “THM Agreement”). Notwithstanding
the foregoing, the Upstream License Agreements exclude any Commercial Technology Platform agreements.


 


1.40         “Upstream
Licensed Patents” means all Licensed Patent Rights that are licensed to Rosetta pursuant to an Upstream License Agreement
and sublicensed to Avatao under this Agreement.


 


1.41         “Upstream
Licensed Technology” means all Licensed Technology that is licensed to Rosetta pursuant to an Upstream License Agreement
and sublicensed to Avatao under this Agreement.


 


1.42         “Upstream
Licensors” means each of The Rockefeller University, THM, and any licensor of an Upstream License Agreement pursuant
to which Rosetta Controls (subject to Section 2.8) any Upstream Licensed Patents or Upstream Licensed Technology after the Effective
Date, and any successors in interest to any of the foregoing licensors.


 


1.43         “Valid
Claim” means a claim in an issued, unexpired patent or in a pending patent application within the Licensed Patent Rights
that (a) has not been finally cancelled, withdrawn, abandoned or rejected by any administrative agency or other governmental body
of competent jurisdiction, (b) has not been revoked, held invalid, or declared unpatentable or unenforceable in a decision of a
court or other governmental body of competent jurisdiction that is unappealable or unappealed within the time allowed for appeal,
(c) has not been rendered unenforceable through disclaimer or otherwise, and (d) is not lost through an interference proceeding,


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


1.44         Additional
Definitions.  Each of the following terms shall have the meaning described in the corresponding section of this Agreement indicated
below:


 


	Term	Section
	Agreement	Introduction
	Avatao	Introduction
	Diligence Milestone	3.1.2
	Disclosing Party	1.4
	Effective Date	Introduction
	Initial Payment	4.1
	Losses	8.1
	Milestone Payment	4.2
	Party and Parties	Introduction
	PRC	1.32
	Receiving Party	1.4
	Rockefeller Agreement	1.39
	Rosetta	Introduction
	Rosetta Indemnitees	8.1
	Royalty Term	4.3
	Second Licensed Product Fee	4.1
	THM Agreement	1.39


 


2.          GRANT
OF RIGHTS AND RESTRICTIONS


 


2.1           License
to Avatao.


 


2.1.1           Licensed
Patent Rights and Licensed Technology for First Licensed Products. Subject to the terms and conditions set forth herein, Rosetta
hereby grants to Avatao and, subject to Section 2.2, Avatao’s Affiliates, a Limited Exclusive, non-sublicensable, royalty-bearing
(in accordance with Section 4.3), non-transferable (except as provided in Section 11.10) license under Rosetta’s intellectual
property rights in the Licensed Patent Rights and Licensed Technology to Exploit the First Licensed Products in the Licensed Field
in the Territory during the Term. For clarity, the foregoing license excludes the sale or other disposition of any Licensed Test
for performance in any location other than a qualified laboratory operated by Avatao, or, subject to Section 2.2, an Avatao Affiliate.


 


2.1.2           Election
of Second Licensed Product; Grant of License for Second Licensed Product. Within sixty (60) days after the Effective Date,
Avatao shall notify Rosetta in writing as to Avatao’s election of the second product. Upon Avatao’s payment of the
Second Licensed Product Fee pursuant to Section 4.1, Rosetta shall grant to Avatao and, subject to Section 2.2, Avatao’s
Affiliates. a Limited Exclusive, non-sublicensable, royalty-bearing (in accordance with Section 4.3), non-transferable (except
as provided in Section 11.10) license under Rosetta’s intellectual property rights in the Licensed Patent Rights and Licensed
Technology to Exploit the Second Licensed Products in the Licensed Field in the Territory from the date of payment of the Second
Licensed Product Fee to the end of the Term. For clarity, the foregoing license excludes the sale or other disposition of any Licensed
Test for performance in any location other than a qualified laboratory operated by Avatao, or, subject to Section 2.2, an Avatao
Affiliate.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


2.1.3      [***]


 


a.           [***].


 


b.           [***].


 


2.2         Extension
of License to Avatao’s Affiliates. In the event that Avatao wishes any of its Affiliates in the Territory to benefit
from the licenses granted in Sections 2.1.1, 2.1.2 and 2.1.3, Avatao shall (a) notify Rosetta in writing of such fact and provide
Rosetta with the full name and primary business address of the relevant Affiliate, and (b) require such Affiliate to confirm in
writing to Rosetta that it has read and will comply with the following Articles and Sections of this Agreement, mutatis mutandis:
2.4 (Restrictions on Source of Specimens), 2.7 (Compliance with Upstream License Agreements), 2.9 (Licenses For Commercial Technology
Platform), 4.5.1 (Record Keeping), 4.5.2 (Review), 5 (Treatment of Confidential information), 6.2 (Infringement), and 10 (Disputes),
and all definitions used in the foregoing. Any breach by an Avatao Affiliate of the foregoing provisions shall be deemed to be
a breach by Avatao. In no event shall any Avatao Affiliate have the right to grant sublicenses or assign all or any part of its
rights hereunder, Except as otherwise set forth in Section 8.1, neither Rosetta nor Avatao intend that Rosetta shall have any liability
to any Avatao Affiliate in connection with this Agreement, whether on the basis of direct contractual liability, third party beneficiary
status or any other legal or equitable basis, but in the event that such liability may nonetheless arise (other than pursuant to
Section 8.1), Article 10 shall apply thereto. Any license granted hereunder to an Avatao Affiliate shall terminate immediately
and automatically if such entity ceases to qualify under the definition of “Affiliate” provided in Article 1.


 


2.3         Technology
Transfer.


 


2.3.1           Technology
Transfer. Rosetta will use commercially reasonable efforts to deliver to Avatao the items of Licensed Technology identified
in Exhibit B within [***] ([***]) [***] after the Effective Date. Avatao shall ensure that, at all times after the Effective
Date, it shall have appropriately qualified personnel available upon ten (10) business days’ notice to receive such technology
transfer from Rosetta, which may include training as identified in Exhibit B. Avatao agrees that Avatao shall send two (2)
appropriately qualified personnel to Rosetta’s facilities, either in Philadelphia, Pennsylvania, USA or Rehovet, Israel,
as chosen by Avatao, to receive the training specified in Exhibit B. Such in-person training shall take place on dates selected
jointly by Rosetta and Avatao team. Rosetta shall not be required to provide any training to Avatao at Avatao’s facilities
except as may be agreed by Rosetta in its sole discretion, and subject to Avatao’s pre-payment to Rosetta of an advance to
cover the reasonable costs of travel to Avatao’s facilities, lodging, meals and any other reasonable travel-related costs.
Rosetta shall provide to Avatao receipts documenting all such costs and shall refund any overpayment of such advance.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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2.3.2           Assistance.
Following the delivery of the items of Licensed Technology pursuant to Section 2.3.1, Rosetta will provide, at no cost to Avatao,
up to [***] ([***])[***] of consultation time per product by telephone, videoconference or e-mail to assist Avatao with implementing
the Licensed Technology in Avatao’s laboratories for purposes of performing Licensed Tests in the Territory. If Avatao requires
additional consultation time beyond [***] ([***])[***]. Rosetta will use commercially reasonable efforts to provide such additional
consultation time at the Consulting FTE Rate via telephone, e-mail or videoconference as may be agreed between the Parties. Any
such additional consulting time must be used within [***] ([***])[***] after the Effective Date. Fees for such additional consultation
time shall be paid within thirty (30) days after Rosetta’s provision of an invoice for such fees. In no event shall Rosetta
be required to send its personnel to Avatao’s facilities, except as may be agreed by Rosetta in its sole discretion, and
subject to Avatao’s pre-payment to Rosetta of an advance to cover the reasonable costs of travel to China, lodging, meals
and any other reasonable travel-related costs. Rosetta shall provide to Avatao receipts documenting all such costs and shall refund
any overpayment of such advance.


 


2.4         Restrictions
on Source of Specimens. Avatao agrees that Avatao and its Affiliates shall not conduct Licensed Tests using specimens that
were initially collected from patients at a facility outside the Territory other than specimens properly obtained solely for the
purpose of validating such Licensed Tests, the results of which are not disclosed to, or used for diagnostic purposes with respect
to the donor who provided the specimen.


 


2.5         Reservation
of Rights. As between the Parties, Rosetta or its licensors, as applicable. shall control and retain ownership of all right,
title and interest in and to the Licensed IP, and no other license, either express or implied or by implication or estoppel, is
granted hereunder with respect to any Technology or intellectual property rights of Rosetta or its licensors except as expressly
stated in Sections 2.1.1. 2.1.2 and 2.1.3 and Rosetta reserves all rights in and to the same.


 


2.6         Third
Party Beneficiaries. Except as set forth in Sections 2.7 and 8.1, this Agreement is not intended to be for the benefit of and
shall not be enforceable by any Avatao Affiliate or any Third Party, and nothing in this Agreement, express or implied, is intended
to or shall confer on any Avatao Affiliate or any Third Party any rights (including third party beneficiary rights), remedies,
obligations or liabilities under or by reason of this Agreement.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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2.7        Compliance
with Upstream License Agreements.


 


2.7.1      Avatao
acknowledges its receipt prior to the Effective Date of copies of the Rockefeller Agreement and THM Agreement. Avatao agrees to
accept and comply, and to ensure that its Affiliates that receive the benefits of the licenses granted in Sections 2.1.1, 2.1.2
and 2.1.3 accept and comply, with the following:


 


a.           All
terms and conditions of the Rockefeller Agreement except for Rosetta’s payment and reporting obligations.


 


b.           Article
8 of the THM Agreement.


 


c.           Avatao
agrees that neither it nor its Affiliates shall have any claims and/or demands of whatever type and nature against THM or its Affiliates,
including in the event of termination of the THM Agreement by THM according to its terms.


 


d.           Avatao
acknowledges and accepts that the sublicense or THM’s rights under Sections 2.1.1 and 2.1.2 hereof shall expire automatically
upon the termination of the TIIM Agreement for any reason, provided that, THM’s termination of such sublicense license shall
in no way affect any Limited Exclusive rights Avatao may have obtained or obtain in the future by virtue of Rosetta’s joint
ownership to inventions which were developed under the THM Agreement,


 


2.8         After-acquired
Rights.  In order for an Upstream License Agreement entered into by Rosetta after the Effective Date to be deemed to be Controlled
by Rosetta, Avatao must first accept in writing any (i) obligations thereunder that are required by the Upstream Licensor to be
imposed upon sublicensees (other than Rosetta’s own payment and reporting obligations) as a condition of the grant of a sublicense
thereunder, and (ii) payment obligations arising in connection with Avatao’s Exploitation of Licensed Tests, whether payable
directly by Avatao to the Upstream Licensor or payable by Rosetta to the Upstream Licensor.


 


2.9         Licenses
for Commercial Technology Platform. As between the Parties, Avatao shall be responsible for obtaining, and Avatao agrees to
obtain, at its own expense, all necessary Licenses for any Commercial Technology Platform used in connection with the Exploitation
of Licensed Tests.


 


3.          COMMERCIALIZATION
OF LICENSED TESTS


 


3.1         Diligence.
 Avatao shall use commercially reasonable efforts to bring each of the Licensed Tests to market in the Territory through a
thorough, vigorous and diligent development and commercialization program. As used in this Section 3.1, Avatao’s “commercially
reasonable efforts” means at least the same scope and level of efforts and at least the same commitment of resources that
a diagnostic company in the Territory would expend for its own proprietary diagnostic products and services that have commercial
potential similar to that of the Licensed Tests.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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3.1.1           Retention
of Exclusivity. If Avatao’s and its Affiliates’ Net Sales of Licensed Tests in the Territory for the third year
after the tests are approved for marketing in China are less than [***] dollars ($[***]), Rosetta shall have the right to convert
the Limited Exclusive licenses set forth in Sections 2.1.1, 2.1.2 and 2.1.3 to non-exclusive licenses by written notice to Avatao
and payment to Avatao of an amount equal to the amounts actually paid by Avatao to Rosetta pursuant to Section 4.1 less (i) any
amounts paid by Rosetta to any Upstream Licensors on account of the payments made by Avatao to Rosetta pursuant to Section 4.1,
and (ii) any taxes paid by Rosetta on such amounts.


 


3.1.2           Diligence
Milestones.  Without limiting Section 3.1 or 3.1.1, Avatao shall use commercially reasonable efforts to accomplish the following
by the dates set forth below (each, a “Diligence Milestone”):


 


	Diligence Milestone	Achievement Date
	 	 
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]


 


3.2           Updates
and Reports. Avatao shall provide Rosetta with written reports no less frequently than quarterly during the first twelve (12)
months of the Term and semi-annually during the remainder of the Term summarizing Avatao’s efforts to develop and commercialize
Licensed Tests hereunder and providing a rolling annual forecast for Avatao’s and its Affiliates’ gross sales and Net
Sales of Licensed Tests. Such report shall include, as a minimum, information sufficient to enable Rosetta to satisfy its reporting
requirements to the Upstream Licensors and to ascertain progress by Avatao toward meeting the diligence requirements under this
Agreement, and any other information reasonably required by Rosetta. In addition, Avatao shall provide Rosetta with prompt written
notice of the occurrence of the First Commercial Sale of each Licensed Test in the Territory. Such reports provided by Avatao shall
be considered Confidential Information of Avatao.


 


3.3           Regulatory
Approvals.  Avatao shall not offer for sale or sell, and shall not permit its Affiliates to offer for sale or sell, any Licensed
Test prior to having obtained all required Regulatory Approvals in the Territory. Avatao will provide copies of all documents submitted
to any Regulatory Authority in the Territory to Rosetta. Avatao shall provide Rosetta with a summary written in English of such
documents but shall not be obliged to translate the documents themselves into English.


 


3.4           Compliance
With Laws.  Avatao shall comply with all laws, rules, regulations and guidelines applicable to the development, use, performance,
promotion, advertisement and sale of Licensed Tests in the Licensed Field in the Territory.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	11



    	 



    

 


CONFIDENTIAL


 


3.5           Marking.
 Avatao shall mark, and shall cause its Affiliates to mark, to the extent permitted by and in accordance with all applicable
laws and regulations, all advertising, promotional and informational materials concerning the Licensed Tests in the Territory with
either the words “Patent Pending,” or with the numbers of the Licensed Patent Rights, as applicable, and identifying
Rosetta, and as may be required by any Upstream License Agreement, the applicable Upstream Licensor, as the licensor of such Licensed
Patent Rights, using the Rosetta logo in the form supplied by Rosetta for such purpose, in conformance with applicable patent laws
in the Territory. Rosetta hereby grants to Avatao an exclusive license during, the Term to use the Rosetta name and logo solely
in connection with the advertisement, promotion and sale of Licensed Tests within the Territory as set forth in this Section 3.5
and to sublicense such rights solely to its Affiliates. Avatao and its Affiliates shall not alter the Rosetta logo without Rosetta’s
prior written consent. Rosetta shall have the right to review all labels, packaging, printed materials and electronic materials
bearing its name and/or logo for compliance with Rosetta’s standard trademark guidelines prior to the first distribution
or public dissemination or display of such items, and Avatao shall correct any non-compliance identified by Rosetta prior to distributing
such items. Avatao and its Affiliates shall not register or seek to register any trademark, service mark, business name, domain
name or other business insignia in any country that is identical or confusingly similar to Rosetta’s name or logo without
Rosetta’s prior written consent. All goodwill in the Rosetta name and logo shall accrue to Rosetta.


 


4.          FINANCIAL
CONSIDERATION


 


4.1           Initial
Payment and Second Licensed Product Fee. Prior to November 4, 2011, Avatao shall begin wiring non-refundable, non-creditable
payments to Rosetta which, in the aggregate, will total [***] dollars ($[***]) (the “Initial Payment”), such
Initial Payment to be completed prior to November 18, and [***] dollars ($[***]), upon the earlier to occur of (a) the date that
is two (2) weeks following Rosetta’s completion of the delivery, as reasonably determined jointly by Rosetta and Avatao of
the Licensed Technology identified in Exhibit B relating to the First Licensed Products and (b) November 30, 2011. Avatao
shall pay Rosetta a non-refundable, non-creditable payment of t[***] dollars ($[***]) in consideration of the rights granted hereunder
with respect to the Second Licensed Product (the “Second Licensed Product Fee”) no later than September 30,
2012, and a non-refundable, non-creditable payment of [***] dollars ($[***]) upon the earlier to occur of (a) the date following
Rosetta’s completion of the delivery, as reasonably determined jointly by Rosetta and Avatao, of the Licensed Technology
relating to the Second Licensed Products and (b) November 30, 2012.


 


4.2           Milestone
Payments. Avatao shall pay Rosetta each of the non-refundable, non-creditable payments set forth below (each, a “Milestone
Payment”) within ten (10) business days after occurrence of the following events:


 


	Milestone Event	Payment
	 	 
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	12



    	 



    

 


CONFIDENTIAL


 


4.3         Royalties.
Subject to the other terms of this Agreement, commencing on the date of the First Commercial Sale of each Licensed Test in the
Territory, Avatao shall pay to Rosetta a royalty of [***] percent ([***]%) of Net Sales of such Licensed Test sold by Avatao or
its Affiliates. Royalties will be payable until the later of (X) expiration of the last Valid Claim in the Territory, or (y) fifteen
(15) years after First Commercial Sale in the Territory (the “Royalty Terra”).


 


4.3.1           Royalty
Stacking. If, at any time after the Effective Date, Avatao discovers that any Licensed Test or the use thereof in the Field
or the practice of any Licensed Technology solely as permitted hereunder infringes claims of an unexpired patent or patents other
than those in the Licensed Patent Rights, Avatao may, if it has not already done so, negotiate with the owner of such patents for
a license on such terms as Avatao deems appropriate. Should the license with the owner of such patents require the payment of royalties
or other consideration to such owner then the royalties otherwise payable under this Agreement shall he reduced by [***] percent
([***]%) of the dollar amount of the royalties or consideration paid to the owners of such patents, provided, however, that the
royalty payable by Avatao to Rosetta hereunder shall not be lower than one and [***] percent ([***]%). Notwithstanding anything
herein, no deduction whatsoever shall be permitted with respect to any royalty or other amount payable by Avatao with respect to
any Commercial Technology Platform (not including, for purposes of this section only, MGB Probes and Real-Time PCR Technology)
used by Avatao to perform the Licensed Tests,


 


4.3.2           Blended
Royalty Rate. Avatao acknowledges and agrees that royalties may become payable hereunder for a Licensed Test for which there
are no Licensed Patent Rights and that such royalties are in consideration of each of the following, separately and together, which
have substantial economic benefit to Avatao: (i) Rosetta’s expertise and know-how relating to Licensed Tests; (ii) Rosetta’s
research and development activities with respect to Licensed Tests conducted prior to the Effective Date: (iii) the licenses granted
to Avatao hereunder with respect to Licensed Technology that is not within the claims of any Licensed Patent Rights; (iv) Rosetta’s
development of international recognition of Licensed Tests; and (v) the exclusivity and “head staff’ in the Licensed
Field afforded to Avatao by each of the foregoing. The Parties agree that the royalty rates set forth herein reflect an efficient
and reasonable blended allocation of the values provided by Rosetta to Avatao.


 


4.3.3           One
Royalty. The obligation to pay royalties pursuant to Section 4.3 is imposed only once regardless of how many Licensed Patent
Rights may cover or claim the Licensed Test or whether the practice of the Licensed Test, its manufacture, use, offer for sale,
sale, or importation is covered or claimed by more than one Licensed Patent Right.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


4.4         Payment
Terms.


 


4.4.1           Payment.
 Unless otherwise expressly provided, Avatao shall make payments of royalties due to Rosetta hereunder in arrears, within [***]
([***]) days from the end of each calendar quarter in which such payment obligation accrues. For purposes of determining when a
sale of any Licensed Test occurs under this Agreement, the sale shall be deemed to occur on the date the payment from the purchaser
of the Licensed Test is received by Avatao. Each royalty payment shall be accompanied by a report specifying; the gross sales if
available) and Net Sales in the applicable currency; the applicable royalty rates under this Agreement; the royalties payable,
including an accounting of deductions taken in the calculation of Net Sales; the applicable exchange rate to convert from the currency
of the sale to United States dollars under this Section 4, if any; and the royalties payable in United States dollars. If no sales
of Licensed Tests were made, the report shall so state.


 


4.4.2           Overdue
Payments.  Subject to the other terms of this Agreement, any royalty payments not paid within the time period set forth in
this Section 4 shall bear interest at a rate of one percent (1%) per month from the due date until paid in full, provided that
in no event shall said annual rate exceed the maximum interest rate permitted by law in regard to such payments. 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 either Party to any other remedy, legal or equitable, to which it may be entitled because of the delinquency
of the payment. Any failure to pay any amount due under this Agreement by the date such amount is due shall be deemed to be a material
breach of this Agreement.


 


4.4.3           Payment
Logistics; Exchange Rates.  All payments hereunder shall be in United States dollars and made by wire transfer of immediately
available funds to a hank account designated by Rosetta. Conversion of foreign currency to United States dollars shall be made
at the conversion rate existing in the United States (as reported in The Wall Street Journal) on the last business day of
the quarter immediately preceding the applicable calendar quarter. If The Wall Street Journal ceases to be published, then
the rate of exchange to be used shall be that reported in such other business publication of national circulation in the United
States as the Parties reasonably agree.


 


4.4.4           Tax
Withholding. All payments hereunder shall be made free and clear of any taxes, duties, levies, fees or charges, except for
withholding taxes (to the extent applicable). Avatao shall make any applicable withholding payments due on behalf of Rosetta and
shall provide Rosetta with written documentation regarding any such payment as available to Avatao. Avatao shall cooperate with
Rosetta with respect to any application by Rosetta for a foreign tax credit for such payment or any application by or on behalf
of Rosetta for a reduction of. or relief from, the foreign tax.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


4.4.5           Currency
Embargos. If by law, regulations or fiscal policy of the Territory or any part thereof, remittance of royalties from sales
in such country or sub-jurisdiction is restricted or forbidden, written notice thereof shall promptly be given to Rosetta. and
payment of the royalty shall be made by the deposit thereof in local currency to the credit of Rosetta in a recognized banking
institution reasonably designated by Rosetta by written notice to Avatao. When any law or regulations of the Territory prohibit
both the transmittal and the deposit of royalties on sales in such country, royalty payments shall be suspended far as long as
such prohibition is in effect, and as soon as such prohibition ceases to be in effect, all royalties and sublicense revenue payments
that Avatao would have been under an obligation to transmit or deposit but for the prohibition shall forthwith be deposited or
transmitted, to the extent allowable.


 


4.5         Records
Retention; Review.


 


4.5.1           Record
Keeping.  Commencing as of the date of First Commercial Sale of the first Licensed Test hereunder, Avatao and its Affiliates
shall keep for at least live (5) years from the end of the Calendar Year to which they pertain complete and accurate records of
(i) sales by Avatao and its Affiliates, as the case may be, of each Licensed Test, and (ii) the achievement of milestones hereunder,
in each case in sufficient detail to allow the accuracy of the payments hereunder and achievement of milestones to be confirmed.


 


4.5.2           Review.
 Subject to the other terms of this Section 4.5, at the request of Rosetta, upon at least thirty (30) days prior written notice,
and at its expense (except as otherwise provided herein), Avatao shall permit, and Avatao shall procure that its Affiliates permit,
an independent certified public accountant selected by Rosetta to inspect (during regular business hours) the relevant records
required to be maintained by Avatao and its Affiliates under Section 4.5.1 (Record Keeping). Rosetta shall treat the results of
any such accountant’s review of records under this Section 4.5.2 as Confidential Information of Avatao. If any review reveals
a deficiency in the calculation and/or payment of royalties or any other payments due hereunder, then (a) Avatao shall promptly
pay Rosetta the amount remaining to be paid, and (b) if such underpayment is by [***] percent ([***]%) or more, Avatao shall pay
the reasonable out-of-pocket costs and expenses incurred by Rosetta in connection with the review. Avatao may engage, at its sole
discretion and cost, an independent certified public accountant to review and verify the results obtained by the independent certified
public accountant engaged by Rosetta.


 


4.6         Allocation
of Initial Payment, Milestone Payment and Royalties.  Avatao acknowledges that the Initial Payment, Milestone Payment and royalty
payments are made partly in consideration of the grant of rights, as set forth in Sections 2.1.1, 2.1.2 and 2.1.3, under (i) intellectual
property owned by Rosetta, and (ii) intellectual property owned by the individual Upstream Licensors and sublicensed by Rosetta
to Avatao hereunder, and partly in consideration of other obligations of Rosetta under this Agreement. In light of the characteristics
of the Licensed Tests and the respective intellectual property rights applicable to each of the Licensed Tests, the Parties agree
that the consideration represented by the Initial Payment and Milestone Payment is apportioned among the various licenses and sublicenses
as follows:


 


Initial Payment: [***].


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


Milestone Payment: [***].


 


Royalty Payments: [***].


 


5.           TREATMENT
OF CONFIDENTIAL INFORMATION


 


5.1           Confidentiality
Obligations. Each Party shall take such action, and shall cause its Affiliates to take such action, to preserve the confidentiality
of the other Party’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential
Information, using, in all such circumstances, not less than reasonable care to prevent the Confidential Information of the other
Party from being copied, used or disclosed to any Third Party without the other Party’s prior written consent except for
those Third Parties to whom disclosure or the Confidential Information is permitted pursuant to the terms of this Agreement.


 


5.2           Limited
Disclosure and Use. Rosetta and Avatao each agree that any disclosure of the other Party’s Confidential Information to
any officer, employee, consultant or agent of the other Party or any of its Affiliates shall be made only if and to the extent
necessary to carry out its rights and responsibilities under this Agreement, shall be limited to the maximum extent possible consistent
with such rights and responsibilities, and shall only be made to the extent any such persons arc bound by written confidentiality
obligations to maintain the confidentiality thereof and not to use such Confidential information except as expressly permitted
by this Agreement. Rosetta and Avatao each further agree not to use the other Party’s Confidential Information except as
otherwise expressly permitted by this Agreement and not to disclose or transfer the other Party’s Confidential Information
to any Third Parties tinder any circumstance without the prior written approval from the other Party, except as otherwise expressly
permitted by this Agreement. Each Party may disclose the Confidential Information of the other Party and the existence and terms
of this Agreement solely in the following instances:


 


5.2.1           disclosure
to any potential licensees or sublicensees (in the case of Rosetta), investors, prospective investors, lenders and other potential
financing sources and Third Parties conducting due diligence in connection with any financing or acquisition transaction who are
obligated in writing to keep such information confidential, and who are subject to non-use obligations, under commercially reasonable
terms;


 


5.2.2           in
making regulatory filings and obtaining Regulatory Approvals;


 


5.2.3           in
prosecuting or defending litigation, including responding to a subpoena in a Third Party litigation; and


 


5.2.4           subject
to Section 5.5, in complying with applicable laws (including the rules and regulations of the Securities and Exchange Commission
or any national securities exchange) and with judicial process, if in the opinion of the Receiving Party’s counsel, such
disclosure is necessary or advisable for such compliance;


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


provided that, with respect to disclosures
pursuant to Sections 5.2.3 and 5.2.4 above, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s
intent to make such disclosure pursuant to this Section 5.2 sufficiently prior to making such disclosure so as to allow the Disclosing
Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information, and the
Receiving Party will provide reasonable assistance to the Disclosing Party with respect thereto; provided that, in any event, the
Receiving Party will use reasonable measures to ensure confidential treatment of such information,


 


5.3           Return
of Confidential Information.  Each Party, upon the request of the other Party, will return all the Confidential Information
disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and
all manifestations in whatever form, within sixty (60) days or the termination or expiration of this Agreement; provided, however,
that a Party may retain (a) any Confidential Information of the other Party relating to any license which expressly survives such
termination and (b) one (1) copy of all other Confidential Information in inactive archives solely for the purpose of establishing
the contents thereof.


 


5.4           Confidentiality
Agreement.  The Confidentiality Agreement is hereby superseded by this Agreement and all Confidential Information (as defined
in the Confidentiality Agreement) disclosed thereunder shall be deemed to be Confidential Information hereunder and shall be subject
to the terms and conditions of this Agreement.


 


5.5           Publicity.
Neither Party may publicly disclose the existence or terms or any other matter or fact regarding this Agreement without the prior
written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, however, that either
Party may make such a disclosure to the extent required by law or by the requirements of any nationally recognized securities exchange,
quotation system or over-the-counter market on which such Party has its securities listed or traded. If such disclosure is required
or permitted, the disclosing Party shall provide the other Party with notice beforehand and coordinate with the other Party with
respect to the wording and timing of any such disclosure, Rosetta shall have the right to issue a press release announcing the
existence of this Agreement at Rosetta’s discretion. If and when Rosetta determines to issue such a press release, Rosetta
shall notify Avatao in writing and shall provide to Avatao a copy of the portion of such press release that relates to this Agreement
for Avatao’s approval, which shall not be unreasonably withheld, conditioned or delayed, Avatao shall have the right to issue
a press release concerning this Agreement, in a form approved by Rosetta, which approval shall not be unreasonably withheld, conditioned
or delayed, provided that the issuance of such press release shall not occur prior to the issuance of the Rosetta press release
contemplated in the preceding sentence. Once any press release or any other written statement is approved for disclosure by both
Parties, either Party may make subsequent public disclosure of the contents of such statement without the further approval of the
other Party.


 


5.6           Use
of Names. Neither Party shall employ or use the name of the other Party or the other Party’s licensors (including, with
respect to Avatao’s use, the Upstream Licensors) or Affiliates in any promotional materials or advertising without the prior
express written permission of the other Party, except as otherwise expressly permitted or required elsewhere in this Agreement.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	17



    	 



    

 


CONFIDENTIAL


 


5.7         Upstream
License Agreements.  Notwithstanding anything to the contrary in this Agreement, Rosetta may disclose the terms of this Agreement
and Avatao Confidential Information to the Upstream Licensors as reasonably necessary to fulfill Rosetta’s obligations under
each applicable Upstream License Agreement,


 


6.          PATENT
MANAGEMENT AND ENFORCEMENT


 


6.1         Prosecution.


 


6.1.1           Licensed
Patent Rights other than Product Patents.  As between the Parties, Rosetta shall have the sole right, but not the obligation,
to prepare, file, prosecute, obtain and maintain all Licensed Patent Rights other than the Product Patents. Rosetta shall keep
Avatao reasonably informed with respect to such prosecution and maintenance in the Territory, including by providing to Avatao
advance copies of draft applications and responses to office actions in the Territory. Rosetta shall reasonably consider Avatao’s
comments on such applications and responses. Avatao shall use reasonable efforts to pursue the required work in China to best obtain
and maintain the patents and IP rights in greater China for licensed products. Rosetta’s legal team will provide adequate
support to help Avatao’s work for IP and patent application in China and reimburse to Rosetta one hundred percent (100%)
of the costs of prosecuting and maintaining the Product Patents in the Territory. Such reimbursements shall be due to Rosetta within
thirty (30) days after Rosetta provides an invoice to Avatao for the applicable costs.


 


6.1.2           Product
Patents. As. between the Parties, Avatao shall have the sole right, but not the obligation, to prepare, file, prosecute, obtain
and maintain the Product Patents in the Territory. Avatao shall keep Rosetta reasonably informed with respect to such prosecution
and maintenance, including by providing to Rosetta advance copies of draft applications and responses to office actions. Avatao
shall reasonably consider Rosetta’s comments on such applications and responses. Avatao shall notify Rosetta at least sixty
(60) days in advance of any applicable response or payment deadline if Avatao has decided not to continue the prosecution or maintenance
of any of the Product Patent. Rosetta shall have the right to assume the prosecution or maintenance of any such Product Patents
and Avatao shall provide copies of all prosecution files relating thereto to Rosetta and execute all documents reasonably requested
by Rosetta to enable Rosetta to assume such prosecution and maintenance. Rosetta’s employees and consultants will use reasonable
efforts to provide adequate support providing the necessary materials and documents so as to facilitate Avatao to obtain and maintain
the Product Patents in the Territory.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


6.2           Infringement.
 As between the Parties, Rosetta shall have the sole right, but not the obligation, to enforce all Licensed Patent Rights,
and to enforce any rights in the Licensed Technology, against Third Parties, Avatao shall promptly notify Rosetta of any suspected
infringement of any Licensed Patent Rights by a Third Party by the sale, offer for sale, use or importation a product or performance
of a service in the Licensed Field, and provide any evidence thereof in Avatao’s possession. Rosetta will discuss with Avatao
in good faith in a timely manner any appropriate response to such infringement. Avatao will provide reasonable assistance and cooperation
to Rosetta in any action that Rosetta may determine to take with respect to such infringement.


 


6.3           License
to Improvements. If Avatao or any of its Affiliates makes any invention or acquires any intellectual property rights that Cover
a Licensed Test or otherwise comprise an Improvement. Avatao shall provide written notice to Rosetta describing the invention or
other intellectual property right in sufficient detail to enable its implementation by Rosetta. Avatao hereby grants to Rosetta
and Rosetta’s Affiliates a non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable, perpetual license to make,
use, sell, offer for sale, import and otherwise exploit any Improvements owned or Controlled by Avatao (i) outside the Territory
during the Term, and (ii) anywhere in the world after the termination or expiration of this Agreement.


 


7.          REPRESENTATIONS
AND WARRANTIES


 


7.1           Rosetta
Representations. Rosetta represents and warrants to Avatao that, as of the effective date:


 


7.1.1           the
execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized
by all appropriate Rosetta corporate action and will not require the consent or approval of Rosetta’s stockholders;


 


7.1.2           this
Agreement is a legal and valid obligation binding upon Rosetta and enforceable in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, moratorium and other laws affecting creditors’ rights generally; and the execution,
delivery and performance of this Agreement by Rosetta does not conflict with any agreement, instrument or understanding to which
Rosetta is a party or by which it is bound;


 


7.1.3           Rosetta
has the full right and legal capacity to grant the rights granted to Avatao hereunder without violating the rights of any Third
Party; and


 


7.1.4           no
Third Party has filed a lawsuit alleging that any of the Licensed Tests infringe such Third Party’s intellectual property
rights and Rosetta has not received written notice of any such alleged infringement,


 


7.2         Avatao
Representations. Avatao represents and warrants to Rosetta that, as of the Effective Date:


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


7.2.1           the
execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized
by all appropriate Avatao corporate action and will not require the consent or approval of Avatao’s stockholders;


 


7.2.2           this
Agreement is a legal and valid obligation binding upon Avatao and enforceable in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, moratorium and other laws affecting creditors’ rights generally; and the execution,
delivery and performance of this Agreement by Avatao does not conflict with any agreement, instrument or understanding to which
Avatao is a party of or by which it is bound; and


 


7.2.3           no
consent, approval, order or authorization of, or registration, qualification. designation, declaration or filing with, any national,
provincial, territorial, state or local governmental authority, or any Third Party is required in connection with the execution,
delivery and performance of this Agreement.


 


7.3         No
Warranties; Disclaimer. Nothing in this Agreement is or shall be construed as a warranty or representation by Rosetta or Avatao:
(i) as to the validity or scope of any patent application or patent licensed hereunder; (ii) that anything made, used, sold or
otherwise disposed of under any license granted pursuant to this Agreement is or will be free from infringement of patents, copyrights,
and other rights of third parties; or (iii) that any information, trade secrets or Technology provided by Rosetta to Avatao under
any license granted pursuant to this Agreement, or that any assistance provided by Rosetta to Avatao under this Agreement, is sufficient
to develop or manufacture any Licensed Test or to practice the Licensed Patent Rights granted hereunder. Rosetta and each of the
Upstream Licensors disclaim any warranty or representation regarding (a) an obligation to bring or prosecute actions or suits against
Third Parties for infringement; or (b) any obligation to furnish any technology or technological information, or provide Avatao
any technical assistance, except for Rosetta’s obligations pursuant to Section 2.3 (Technology Transfer) and Rosetta’s
obligations to grant the licenses herein, Except as expressly set forth in this Agreement, Avatao acknowledges that all Licensed
Technology and any assistance provided to Avatao are provided by Rosetta on an “as is” basis. EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT OF ANY
PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OF THIRD PARTIES, OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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8.          INDEMNIFICATION


 


8.1           Indemnification.
Avatao shall indemnify, defend and hold harmless Rosetta, its Affiliates, each of the Upstream Licensors, and their respective
directors. officers, employees, stockholders and agents, and each of their respective successors, heirs and assigns the “Rosetta
Indemnitees”) from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and
expenses of litigation) (collectively, “Losses”) incurred by or imposed upon such Rosetta Indemnities, or any
of them, in connection with any Third Party claims, suits, actions, demands or judgments, including government investigations or
other actions, personal injury and product liability matters (but excluding any patent infringement matters), to the extent arising
out of (a) the development, testing, production, manufacture, supply, promotion, labeling, importation, performance, sale or use
by any person of any Licensed Test (or any component thereof) manufactured, sold or performed by Avatao or any Affiliate, (b) breach
of this Agreement by Avatao or, to the extent applicable, its Affiliates, or (c) gross negligence or willful misconduct on the
part of Avatao or any of its Affiliates or customers, except to the extent that such Losses are attributable to the breach by Rosetta
of any of its representations, warranties or covenants set forth in this Agreement or the gross negligence or willful misconduct
of a Rosetta Indemnitee.


 


8.2           Indemnification
Procedures. If any Rosetta Indemnitee is seeking indemnification under this Article 8, the Rosetta Indemnitee shall notify
Avatao of such claim as soon as reasonably practicable after the Rosetta Indemnitee receives notice of the claim, and the Rosetta
Indemnitee shall permit Avatao to assume direction and control of the defense of the claim (including the right to settle the claim
solely for monetary consideration) and shall cooperate as reasonably requested (at the expense of Avatao) in the defense of the
claim. The indemnification obligations under Article 8 shall not apply to any harm suffered as a direct result of any delay in
notice to Avatao hereunder or to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement
is effected without the consent of Avatao, which consent shall not be withheld or delayed unreasonably. The Rosetta Indemnitee,
as applicable, and its employees and agents, shall reasonably cooperate with Avatao and its legal representatives in the investigation
of any claim, demand, action or other proceeding covered by Article 7.


 


9.          TERM
AND TERMINATION


 


9.1           Term;
Expiration. This Agreement shall commence as of the Effective Date and, unless terminated early in accordance with this Article
9, shall continue in full force and effect, on a Licensed Test-by-Licensed Test basis until the expiration of the Royalty Term
for such Licensed Test.  


 


9.2           Termination
Rights for Breach. This Agreement may be terminated by either Party upon any material breach by the other Party of this Agreement,
effective thirty (30) days after giving written notice to the breaching Party of such termination in the case of a payment breach
and sixty (60) days after giving written notice to the breaching Party of such termination in the case of any other breach, which
notice shall describe such breach in reasonable detail. Without limiting the generality of the foregoing, any breach by Avatao
of Section 3.1 (Diligence) or 3.2 (Updates and Reports) and any payment breach shall be a material breach hereunder. The foregoing
notwithstanding, if such default or breach is cured or remedied or shown to be non-existent within the aforesaid thirty (30) or
sixty (60) day periods, the notice shall be automatically withdrawn and of no effect.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


9.3         Termination
for Failure to Achieve a Diligence Milestone.  Rosetta may terminate this Agreement, in whole or with respect to one or more
Licensed Tests only, at Rosetta’s discretion, if Avatao fails to achieve any of the Diligence Milestones by the date specified
for the achievement of such Diligence Milestone in Section 3.1.2.


 


9.4         Voluntary
Termination. Avatao may terminate this Agreement at any time after the first anniversary of the First Commercial Sale of a
Licensed Test in the Territory upon ninety (90) days’ written notice to Rosetta, for any or no reason.


 


9.5         Termination
for Financial Insecurity.  If either Party files for protection under bankruptcy laws, makes an assignment for the benefit
of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy
or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the tiling thereof,
then the other Party may terminate this Agreement effective immediately upon written notice to such Party.


 


9.6         Currency
Embargo. Rosetta shall have the right to terminate this Agreement by written notice to Avatao if any complete or partial currency
embargo as contemplated in Section 4.4.5 persists in the Territory for a period of three hundred and sixty-five (365) days or any
longer period and affects fifty percent (50%) or more of the amounts due to Rosetta during such period.


 


9.7         Termination
for Challenges to Licensed Patent Rights.  This Agreement, and all licenses granted to Avatao hereunder, may be terminated
by Rosetta on thirty (30) days prior written notice for with respect to any Upstream Licensed Patent, any shorter period to the
extent required under its Upstream License Agreements) in the event that Avatao or an Avatao Affiliate directly or indirectly opposes,
disputes or assists any Third Party to oppose or dispute, the validity or enforceability of any of the Licensed Patent Rights in
a court of competent jurisdiction or in proceedings before the United States Patent and Trademark Office or any other national
patent office or supra-national patent authority established pursuant to international treaty, including under the auspices of
the European Union. Notwithstanding the foregoing, Rosetta shall not have the right to terminate this Agreement for any such instance
in which Avatao or an Avatao Affiliate is required to participate in an opposition pursuant to a subpoena or court order or a proceeding
is otherwise initiated by the United States Patent and Trademark office or other patent office or authority other than at the instigation
of Avatao or an Avatao Affiliate.


 


9.8         Effects
of Expiration or Termination.


 


9.8.1           Upon
any expiration of this Agreement pursuant to Section 9.1, the licenses granted to Avatao pursuant to Sections 2.1.1 and 2.1.2 (and
in the case of miRview® mets and miRview® mets2, Section 2.1.3) shall continue and shall become royalty-free
in the Territory on a Licensed Test-by-Licensed Test basis.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


9.8.2           Upon
any termination of this Agreement by Rosetta pursuant to Section 9.2, 9.3, 9.5, or by Avatao pursuant to Section 9.2, 9.4 or 9.5,
all licenses granted by Rosetta to Avatao shall terminate automatically and, in addition to complying with Section 5.3 (Return
of Confidential Information) Avatao shall, promptly transfer to Rosetta or its designee all (i) Regulatory Approvals for Licensed
Tests in the Territory, to the extent such transfer is permitted by applicable law, and (ii) a complete copy of all Technology
used by Avatao to perform the Licensed Tests as of the date of termination, Avatao hereby grants to Rosetta and its Affiliates,
effective upon such termination, a perpetual, royalty-free, fully paid up, non-exclusive, sublicensable, worldwide license under
all such Technology and other intellectual property rights of Avatao and its Affiliates to make, use, sell, offer for sale, import
and otherwise exploit the terminated Licensed Tests.


 


9.9         Remedies.
Except as otherwise expressly set forth in this Agreement, the termination provisions of this Article 9 are in addition to any
other relief and remedies available to either Party at law or in equity.


 


9.10       Surviving
Provisions.  Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in Articles
4 (Financial Consideration), 5 (Treatment of Confidential Information), 8 (Indemnification), 9 (Term and Termination), 10 (Disputes),
and 11 (Miscellaneous} and Sections 2,5 (Reservation of Rights), 2.6 (Third Party Beneficiaries), 2.7 (Compliance with Upstream
License Agreements), 3.4 (Compliance with Laws), 6.1 (Prosecution), 6.3 (License to Improvements), and 7.3 (No Warranties; Disclaimer),
as well as any rights or obligations otherwise accrued hereunder (including any accrued payment obligations), shall survive the
expiration or termination of the Term. For clarity, Avatao shall have no obligation to make any milestone or royalty payment to
Rosetta that has not accrued prior to the effective date of any termination of this Agreement, but shall remain liable for all
such payment obligations accruing prior to the effective date of such termination.


 


10.         DISPUTES


 


10.1       Negotiation.
 The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relates
to either Party’s rights and/or obligations hereunder. In the event of the Occurrence of such a dispute, either Party may,
by written notice to the other Party, have such dispute referred to their respective senior officials designated below or their
successors or designees, for attempted resolution by good faith negotiations within sixty (60) days after such notice is received.
Said designated senior officials are as follows:


 


	For Avatao:	Chief Executive Officer
	 	 
	For Rosetta:	Chief Executive Officer


 


In the event the designated senior officials
are not able to resolve such dispute within the sixty (60) day period, either Party may invoke the provisions of Section 10.2.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


10.2         Arbitration.
 Subject to Section 10.4 any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating
to this Agreement, or the performance by either Party of its obligations under this Agreement (other than bona fide Third Party
actions or proceedings filed or instituted in an action or proceeding by a Third Party against a Party), whether before or after
termination of this Agreement, shall be finally resolved by binding arbitration. Whenever a Party shall decide; to institute arbitration
proceedings, it shall give written notice to that effect to the other Party. Such arbitration shall be conducted by the International
Chamber of Commerce in accordance with Rules of the International Chamber of Commerce. The arbitration shall be held in the English
language in New York. In any such arbitration, Avatao shall select one (1) arbitrator and Rosetta shall select one (1) arbitrator,
who in each case, shall have substantial expertise in the human diagnostics industry and shall be fluent in English. The arbitrators
selected by the Parties shall select a third arbitrator to act as Chairman, who shall be an experienced lawyer or judge (or retired
lawyer or judge) and fluent in English. Judgment upon the award so rendered may be entered. in any court having jurisdiction or
application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In
no event shall a demand for arbitration be made after the date when institution of a legal or equitable Proceeding based upon such
claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing,
either Party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise,
to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to
protect the rights or property of such Party, pending the selection of the arbitrators hereunder or pending the arbitrators’
determination of any dispute, controversy or claim hereunder.


 


11.         MISCELLANEOUS


 


11.1         Exclusion
and Limitation of Damages. EXCEPT FOR LIABILITY TO A THIRD PARTY UNDER ARTICLE 8, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, NEITHER PARTY NOR ITS LICENSORS NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL
OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.


 


11.2         Insurance.
 Avatao shall at all times comply, through insurance written by reputable and financially secure insurance carriers, with all
statutory workers’ compensation and employers’ liability requirements covering any and all employees with respect to
activities performed by it or its Affiliates pursuant to this Agreement, and covering Avatao’s indemnification obligations
in Article 8. In addition to the foregoing, Avatao shall maintain, during the Term, insurance with reputable and financially secure
insurance carrier(s) adequate to cover the activities of Avatao and its Affiliates. Such insurance shall be written by.  


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


11.3         Notification.
 All notices, requests and other communications hereunder shall be in writing, shall he addressed to the receiving Party’s
address set forth below or to such other address as a Party may designate by notice hereunder, and shall be either (i) delivered
by hand, (ii) made by facsimile transmission to he followed with written fax confirmation), (iii) sent by private courier service
providing evidence of receipt, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid. The addresses
and other contact information for the Parties are as follows:


 


If to Rosetta:


 


Rosetta Genomics Ltd,


10 Plaut St.


Rehovot


Israel, 76706


Attn: CEO 


Facsimile: +972.73.222.0701


 


With a copy (which shall not constitute
notice) to:


 


Office of General Counsel


10 Plaut St.


Rehovot


Israel, 76706 


Attn: Tami Fishman Jutkowitz


 


And a second copy (which shall not constitute
notice) to:


 


Mintz Levin PC


One Financial Center


Boston, MA 02111


USA 


Attn: Jeff Wiesen


 


If to Avatao:


 


Dr. Joanne Jiang


209 Chenfeng Rd


Yushanzhen, Kunshan, 


Jiangsu Province, P.R. China 215300


 


All notices, requests and other communications
hereunder shall be deemed to have been given either (i) if by handy at the time of the delivery thereof to the receiving Party
at the address of such Party set forth above, (ii) if made by telecopy or facsimile transmission, at the time that receipt thereof
has been confirmed by electronic answerback, (iii) if sent by private courier, on the day such notice is delivered to the recipient,
or (iv) if sent by registered or certified mail, on the fifth (5th) business day following the day Such mailing is made.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


11.4         Attorneys
Fees.  Each Party shall bear its attorneys fees and costs incurred in connection with the preparation and negotiation of this
Agreement and related agreements for this transaction.


 


11.5         Language.
 This Agreement has been prepared in the English language and the English language shall control its interpretation. Any translation
of this Agreement into a language other than English is for convenience only and shall not affect the interpretation of this Agreement.


 


11.6         Governing
Law.  This Agreement will be construed, interpreted and applied in accordance with the laws of the State of New York, USA (excluding
its body of law controlling conflicts of law).


 


11.7         Entire
Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and
supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof.
No modification shall be effective unless in writing with specific reference to this Agreement and signed by the Parties.


 


11.8         Waiver.
 The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance.
The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights
at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver
of such condition or term or of another condition or term.


 


11.9         Headings.
 Article, section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.


 


11.10       Assignment.
Neither this Agreement nor any right or obligation hereunder may he assigned, in whole or part, by either party hereto without
the prior express written consent of the other party; provided, however, that either: arty may, without the written consent of
the other party, assign this Agreement in connection with the transfer or sale of all or substantially all of such party’s
assets or business, or in the event of its merger, consolidation or similar transaction, or purchase of all of such party’s
shares. Any such permitted assignee shall assume in writing all assigned obligations of its assignor under this Agreement. Any
purported assignment in violation of this Section shall be void. The terms and conditions of this Agreement shall be binding upon
and inure to the benefit of the permitted successors and assigns of the Parties.


 


11.11       Force
Majeure. Except with respect to the obligation of making payments, neither Party shall be liable for failure of or delay in
performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure
or delay is due to natural disasters or any causes beyond the reasonable control of such Party. In event of such force majeure,
the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations
hereunder.








 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


11.12       Construction.
 The Parties hereto acknowledge and agree that: (I) each Party and its counsel reviewed and negotiated the terms and provisions
of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved
against the drafting Party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of
this Agreement shall be construed fairly as to all Parties hereto and not in favor of or against any Party, regardless of which
Party was generally responsible for the preparation of this Agreement. As used in this Agreement, the words “include,”
“including” and their variants and the phrases such as,” “for example” and the like are to be construed
as if followed by the words “without limitation.” As used in this Agreement, the word “dollars” and the
symbol “$” refers to United States dollars.


 


11.13       Severability.
If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed
unenforceable under then-current applicable law from time to time in effect during the Term hereof, it is the intention of the
Parties that the remainder of this Agreement shall not be affected thereby provided that a Party’s rights under this Agreement
are not materially affected. The Parties hereto covenant and agree to renegotiate any such term, covenant or application thereof
in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the
application thereof that is invalid, illegal or unenforceable, it being the intent of the Parties that the basic purposes of this
Agreement are to be effectuated.


 


11.14       Status.
Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee, or joint venture relationship
between the Parties.


 


11.15       Export
Compliance; FCPA; Anti-Boycott Laws. Avatao shall comply, and shall require that its Affiliates comply with all Israeli and
United States laws and regulations controlling the export of certain commodities and technical data including all Export Administration
Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require la
license for the export or re-export of certain types of commodities and technical data to specified countries. Avatao and its Affiliates
shall not take any action in furtherance of an unlawful order, promise, or payment to a public official, in violation of any anti-boycott
laws or the US Foreign Corrupt Practices Act (FCPA), nor take any action that would cause Rosetta or its Affiliates to be in violation
of such laws, Avatao) hereby gives written assurance that it will comply with, and will cause its Affiliates to comply with, all
laws and regulations applicable to the manufacture, promotion, marketing, performance, use, sale, exporting and importing of the
Licensed Tests, that it bears sole responsibility for any violation of such laws and regulations by itself or its Affiliates, and
that it will indemnify, defend, and hold Rosetta harmless (in accordance with Article 8) for the consequences of any such violation.


 


11.16       Further
Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts,
as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


11.17       Counterparts.
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


[Remainder of page intentionally left
blank]


 





Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.





 



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CONFIDENTIAL





 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed by their duly authorized representative in two (2) originals.


 


	Avatao Biotech	 	Rosetta Genomics, Ltd.
	 	 	 	 	 
	By: 	/s/ Joanne Jiang	 	By:	/s/ K.A. Berlin
	Name:	Joanne Jiang	 	Name:	K.A. Berlin
	Title:	CEO, Chairman	 	Title:	President and CEO


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


Exhibit A


 


Licensed Patent Rights


 


PLATFORM PATENTS:


	 	 	Application	 	Assignee	 	Publication No.
	1	 	MicroRNAs and Uses thereof	 	Rosetta Genomics	 	CN 101031657
	2	 	MicroRNA and Methods for Inhibiting Same	 	Rockefeller University	 	CN 101031579
	3	 	Human MicroRNAs and Methods for Inhibiting same	 	Rockefeller University	 	CN 101535331


 


PRODUCT PATENTS (anticipated to be filed
in China as of the Effective Date):


 


	 	 	Application	 	Assignee	 	Publication No.
	1	 	[***]	 	Rosetta Genomics	 	[***]
	2	 	[***]	 	Rosetta Genomics	 	[***]


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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CONFIDENTIAL


 


Exhibit B


 


Initial Technology Transfer


 


1.          miRviewTM
mets:


 


[***]


 


2.          miRviewTM
mets2:


 


[***]


 


3.          Training


   


[***]


 


Portions of this Exhibit, indicated by the mark “[***],”
were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application
requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 



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