Exhibit 4.10


 


 


 







AMENDED AND RESTATED LICENSE AGREEMENT


 


 


BETWEEN


 


 


THE JOHNS HOPKINS UNIVERSITY


 


 


&


 


 


ROSETTA GENOMICS LTD


 


 


JHU Ref: A20281


 





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.







 



    	 



    	 



    






  


LICENSE AGREEMENT


 


THIS LICENSE AGREEMENT
(the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address
at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Rosetta Genomics Ltd., an Israeli corporation
having an address at 10 Plaut St. Rehovot (“Company”), with respect to the following:


 


RECITALS


 


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


 


WHEREAS, a valuable
invention(s) entitled “Discovery of Human miRNAs and Their Evaluation with a Dicer KO” (JHU Ref. 4950) was developed
during the course of research conducted at JHU by Drs. Jordan Cummins, Victor Velculescu, Kenneth Kinzler and Bert Vogelstein (all
hereinafter, “Inventors”). Dr. Vogelstein is an employee of Howard Hughes Medical Institute (hereinafter “HHMI”);
and


 


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


 


WHEREAS, Company desires
to obtain certain rights in such inventions as herein provided to research, commercially develop, manufacture, produce, commercialize,
use, import, sell and distribute products and processes based upon or embodying said valuable inventions throughout the world;


 


WHEREAS, JHU and Company
previously entered into an Exclusive License Agreement dated August 2, 2006 (the “Prior Agreement”) pursuant to which
JHU granted to Company an exclusive license to PATENT RIGHTS;


 


WHEREAS, the Parties
desire to amend and restate the Prior Agreement;


 


NOW THEREFORE, in consideration
of the premises and the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
1

DEFINITIONS


  





 





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.












 






    	Page 1



    	 



    
  


All references to particular
Exhibits, Articles or Paragraphs shall mean the Exhibits to, and Paragraphs and Articles of, this Agreement, unless otherwise specified.
For the purposes of this Agreement and the Exhibits hereto, the following words and phrases shall have the following meanings:


 


1.1“AFFILIATED
COMPANY” as used herein in either singular or plural shall mean any corporation, company, partnership, joint venture
or other entity, which controls, is controlled by or is under common control with Company. For purposes of this Paragraph 1.1,
control shall mean the ability to direct the activities of the relevant entity, and shall include without limitation direct or
indirect (i) ownership of at least fifty percent (50%) of the outstanding voting stock or other ownership interest of the other
organization or entity, or (ii) possession of the power to elect or appoint at least fifty percent (50%) of the members of the
governing body of the organization or other entity.


 


1.2“EFFECTIVE
DATE” of this License Agreement shall mean August 2, 2006.


 


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


 


1.4“NET
SALES” shall mean gross sales revenues and fees billed by Company and AFFILIATED COMPANY from the sale of LICENSED PRODUCT(S)
less (i) customary trade, quantity, or cash discounts to the extent actually allowed and taken; (ii) amounts repaid or credited
by reason of price adjustment, recall rejection or return; and (iii) to the extent separately stated on purchase orders, invoices,
or other documents of sale, any taxes or other governmental charges levied on the production, sale, transportation, delivery, or
use of a LICENSED PRODUCTS, (iv) rebates and chargebacks, including without limitation rebates to governmental or managed care
organizations; and (v) amounts received in respect of packing, freight, shipping and insurance charges applicable to the LICENSED
PRODUCTS sold.


 


If a LICENSED PRODUCT
is sold or provided as part of a combination, then:


 


(i)In the event
that Company or an AFFILIATED COMPANY sells or provides for any non-therapeutic purpose a LICENSED PRODUCT, which LICENSED PRODUCT
(i) is a nucleic acid sequence that is a LICENSED PRODUCT or (ii) is designed to detect or modulate a nucleic acid sequence that
is a LICENSED PRODUCT, in combination with another nucleic acid sequence which is not a LICENSED PRODUCT or is designed to detect
or modulate another nucleic acid sequence which is not a LICENSED PRODUCT (“Other Sequence”), the NET SALES for purposes
of royalty payments shall be calculated by [***]. However, in no event shall any such credit be applied to reduce the amount payable
hereunder in respect of any such LICENSED PRODUCT to less than [***] percent ([***]%) of that amount which would otherwise have
been paid or payable to JHU in respect thereof in accordance with the terms of the Agreement and prior to any credit for Other
Sequences available under this paragraph;


 








 





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.







 


 






    	Page 2



    	 



    
 


 


(ii)In the event that Company or an
AFFILIATED COMPANY sells, in a particular country during a particular year, a LICENSED PRODUCT for therapeutic purposes in combination
with a therapeutic product which is not a LICENSED PRODUCT and when combined with a LICENSED PRODUCT specifically enhances the
activity and/or efficacy of the LICENSED PRODUCT and/or acts synergistically with the LICENSED PRODUCT (“Other Items”),
the NET SALES for purposes of royalty payments shall be calculated as follows:


 


 


(a)If
all LICENSED PRODUCTS and Other Items contained in the combination are available separately in the particular country during such
year, the NET SALES for purposes of royalty payments will be calculated by [***] is the [***] in the [***] in the [***] is the
[***] in the [***] in the [***].


 


 


(b)If
the combination includes Other Items which are not sold separately in the particular country during such year (but all LICENSED
PRODUCTS contained in the combination are available separately in the particular country during such year), the NET SALES for purposes
of royalty payments will be calculated by [***].


 


 


(c)If
the LICENSED PRODUCTS contained in the combination are not sold separately, the parties agree to negotiate a reduction in the royalty
rate to reflect the fair value that the LICENSED PRODUCT attributed to the overall product sold, but in no event shall the royalty
rates be reduced by greater than [***] percent ([***]%).


 


The term “Other Items” does not include
solvents, diluents, carriers, excipients, buffers or the like used in formulating a product; however,


 


(iii)In no event
shall Company apply the credit in both paragraphs (i) and (ii) above to the same sale of a LICENSED PRODUCT.


 


1.5“PATENT
RIGHTS” shall mean (i) PCT/US2007/004518, filed on February 16, 2007, and assigned to JHU entitled “Discovery of
Human miRNAs and Their Evaluation with a Dicer KO” and the invention disclosed and claimed therein, (ii) all continuations,
divisions, and reissues based thereon, (iii) claims of continuation-in-part applications directed to subject matter specifically
described in (i), (iv) any corresponding foreign patent applications, and (v) any U.S. patents, or foreign patents issuing, granted
or registered on any of (i) through (iv).


 


1.6“ROYALTY
TERM” shall mean, with respect to each LICENSED PRODUCT in each country, the period during which there is a VALID CLAIM.


 








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.







 






    	Page 3



    	 



    
 


 


1.7“SIGNATURE
DATE” shall mean the date the last party hereto has executed this Amended and Restated License Agreement.


 


1.8“SUBLICENSEE(S)”
as used herein in either singular or plural shall mean any person or entity other than an AFFILIATED COMPANY to which Company has
granted a sublicense to some or all of the rights granted to COMPANY under this Agreement.


 


1.9“VALID
CLAIM” shall mean either: (a) a claim of an issued and unexpired patent included within the PATENT RIGHTS which has not
been revoked or held unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent
jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been disclaimed, denied or admitted
to be invalid or unenforceable through reexamination, reissue, disclaimer or otherwise; or (b) a claim of a pending patent application
included within the PATENT RIGHTS, which claim has not been abandoned or finally disallowed without the possibility of appeal or
refiling of such application, and has been pending for less than six (6) years from the date such claim was filed in a first national
filing non-provisional patent application in the country of interest and has not been (i) canceled, (ii) withdrawn from consideration,
(iii) finally determined to be unallowable by the applicable governmental authority (and from which no appeal is or can be taken),
or (iv) abandoned.


 


ARTICLE
2

LICENSE GRANT


 


2.1Grant.
Subject to the terms and conditions of this Agreement, JHU hereby grants to Company a nonexclusive license to make, have made,
manufacture, provide, use, import, commercialize, distribute, offer for sale and sell the LICENSED PRODUCT(S) in the United States
and worldwide under the PATENT RIGHTS. This Grant shall apply to the Company and any AFFILIATED COMPANY. If any AFFILIATED COMPANY
exercises rights under this Agreement, such AFFILIATED COMPANY shall be bound by all terms and conditions of this Agreement, including
but not limited to indemnity and insurance provisions and royalty payments, which shall apply to the exercise of the rights, to
the same extent as would apply had this Agreement been directly between JHU and the AFFILIATED COMPANY, except that any AFFILIATED
COMPANY shall not have the right to grant a sublicense to tothers as set forth in Paragraph 2.2 below. In addition, Company shall
remain fully liable to JHU for all acts and obligations of AFFILIATED COMPANY such that acts of the AFFILIATED COMPANY shall be
considered acts of the Company.


 


2.2Sublicense.
Company may sublicense to others under this Agreement subject to the terms and conditions of this Paragraph 2.2. As a condition
to its validity and enforceability, each sublicense agreement shall: (a) also include a license to substantial intellectual property
rights solely owned or co-owned by Company which are not PATENT RIGHTS, (b) incorporate by reference the terms and conditions of
this Agreement, (c) be consistent with the terms, conditions and limitations of this Agreement, (d) name JHU and HHMI as intended
third party beneficiaries of the obligations of SUBLICENSEE without imposition of obligation or liability on the part of JHU, HHMI
or their Inventors to the SUBLICENSEE, and (e) specifically incorporate Paragraphs 6.2 “Representations by JHU”, 7.1
“Indemnification”, 10.1 “Use of Name”, 10.4 “Product Liability” into the body of the sublicense
agreement, and cause the terms used in therein to have the same meaning as in this Agreement. Company shall promptly provide to
JHU each sublicense agreement, executed by both Company and SUBLICENSEE. To the extent that any terms, conditions or limitations
of any sublicense agreement are inconsistent with this Agreement, those terms, conditions and limitations are null and void against
JHU and HHMI.


 








 





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.







 






    	Page 4



    	 



    
 


 


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


 


ARTICLE
3

FEES, ROYALTIES, & PAYMENTS


 


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


 


3.2Minimum
Annual Royalties. Company shall pay to JHU minimum annual royalties as set forth in Exhibit A. Such minimum annual royalties
shall be due, without invoice from JHU, within [***] of each anniversary of the EFFECTIVE DATE beginning with the first anniversary
until the expiration of the ROYALTY TERM. Running royalties accrued under Paragraph 3.3 and paid to JHU during the one year period
preceding an anniversary of the EFFECTIVE DATE shall be credited against the minimum annual royalties due on that anniversary date.


 


3.3Running
Royalties. Company shall pay to JHU a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold or
provided by Company and AFFILIATED COMPANIES, based on NET SALES during the ROYALTY TERM. Such payments shall be made quarterly.


 


The royalties, and
other amounts payable by Company to JHU pursuant to this Agreement (“Payments”) shall be reduced [***] applicable to
such Payments, and are to be remitted [***], such that the actual maximum payment by the Company hereunder shall not exceed the
amounts or the rates provided herein. JHU shall be responsible for paying [***]. If applicable laws require that [***], the Company
shall (a) [***] amount, (b) [***], and (c) [***] therefor, and such other information as may be necessary [***].


 


 








 





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.







 






    	Page 5



    	 



    
 


 


In the event any LICENSED
PRODUCT shall be sold by Company to an AFFILIATED COMPANY, by an AFFILIATED COMPANY to Company, or among AFFILIATED COMPANIES for
subsequent resale to an unaffiliated third party, then the royalty due hereunder shall be based upon [***] unaffiliated third party
purchaser of such LICENSED PRODUCT.


 


In the event that non-monetary
consideration is received by Company or AFFILIATED COMPANIES from the sale of LICENSED PRODUCT in an arms-length transaction, [***]
for such sale.


 


In the event that (i)
Company or an AFFILIATED COMPANY is required to make payment of royalties to non-AFFILIATES in order to obtain a license or similar
rights from such non-AFFILIATES, in the absence of which license or rights Company could not make, use or sell a LICENSED PRODUCT
and which rights are (in the reasonable opinion of Company’s counsel) necessary in order for Company to make, use or sell
LICENSED PRODUCTS, and (ii) the total royalty burden on Company required to make, use or sell a LICENSED PRODUCT exceeds [***]
percent ([***]%), then the royalty rate to be applied hereunder shall be calculated by the following:


 


Adjusted JHU Royalty = [***]% x ([***])


 


[***]. However, in
no event shall any such adjustment reduce the royalty rate hereunder in respect of any such Licensed Product to less than [***]
percent ([***]%).


 


3.4Royalty
Floor.  In no event shall any credits or royalty adjustments be applied to reduce the amount payable to JHU in respect of any
LICENSED PRODUCT to less than [***] percent ([***]%) of NET SALES, where the definition of NET SALES for the purposes of this Paragraph
3.4 is limited to the first paragraph of Paragraph 1.5.


 


3.5Sublicense
Consideration. Company shall pay to JHU a percentage of consideration received for sublicenses under this Agreement as set
forth in Exhibit A. This sublicense consideration shall be due, without the need for invoice from JHU, within [***] of the
effective date of each sublicense agreement (running royalties shall be paid quarterly). Such consideration shall mean consideration
of any kind received by the Company or AFFILIATED COMPANIES from a SUBLICENSEE(S) for the grant of a sublicense under this Agreement,
such as upfront fees, milestone fees, running royalties on LICENSED PRODUCTS and including any premium paid by the SUBLICENSEE(S)
over Fair Market Value for stock of the Company or an AFFILIATED COMPANY in consideration for such sublicense. However, not included
in such sublicense consideration are amounts paid to the Company or an AFFILIATED COMPANY by the SUBLICENSEE(S) for [***], each
pursuant to a [***], or amounts paid by a SUBLICENSEE to [***]. The term “Fair Market Value” shall mean the average
price that the stock in question is publicly trading at for twenty (20) trading days prior to the announcement of its purchase
by the SUBLICENSEE(S) or if the stock is not publicly traded, the value of such stock as determined by the higher of (i) the most
recent private financing through a financial investor (an entity whose sole interest in the Company or AFFILIATED COMPANY is financial)
of the Company or AFFILIATED COMPANY that issued the shares, and at Company’s option and expense (ii) the independent valuation
by an accounting or other financial services firm mutually acceptable to JHU and Company.


  








 





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.







 






    	Page 6



    	 



    
 


 


3.6Patent
Reimbursement. In accordance with Paragraph 4.1 below, Company will reimburse JHU, within thirty (30) days of the receipt of
an invoice from JHU, for all costs associated with the preparation, filing, maintenance, and prosecution of PATENT RIGHTS incurred
by JHU subsequent to the EFFECTIVE DATE of this Agreement. Company’s obligation to reimburse for such costs incurred subsequent
to the SIGNATURE DATE shall be reduced pro rata based on the number of licensees of JHU under the PATENT RIGHTS.


 


3.7Form
of Payment. All payments under this Agreement shall be made in U.S. Dollars. Checks are to be made payable to “The Johns
Hopkins University” and sent to:


 


Director


Johns Hopkins Technology Transfer


The Johns Hopkins University


100 N. Charles Street, 5th
Floor


Baltimore, MD 21201


 


Attn: JHU Agrmt# A20281


 


or such other addresses
which JHU may designate in writing from time to time. Wire transfers may be made through:


 


[***]


 


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


 


Via ACH 


 


[***]


 


 


3.8Late
Payments. In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on
the [***] following the due date thereof, calculated at the annual rate of the sum of (a) [***] percent ([***]%) plus (b) the prime
interest rate quoted by The Wall Street Journal on the date said payment is due, the interest being compounded on the last day
of each calendar quarter, provided however, that in no event shall said annual interest rate exceed the maximum legal interest
rate for corporations. Each such payment when made shall be accompanied by all interest so accrued. Said interest and the payment
and acceptance thereof shall not negate or waive the right of JHU to seek any other remedy, legal or equitable, to which it may
be entitled because of the delinquency of any payment including, but not limited to termination of this Agreement as set forth
in Paragraph 9.2.


 


  





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.







 



    	Page 7



    	 



    



 


3.9Invoicing
and Receipts. Company may at their option and expense provide along with any payment to JHU a receipt for such payment along
with a self-addressed, postage paid envelope. If such payment is correct and processed by JHU, JHU shall promptly sign and return
such receipt to Company.


 


ARTICLE
4

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT


 


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


 


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


 


ARTICLE
5

OBLIGATIONS OF THE PARTIES


 


5.1Reports.
Company shall provide to JHU the following written reports according to the following schedules, all of which shall be treated
as Confidential Information of the Company.


 


 


 





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.







 



    	Page 8



    	 



    



 


(a)Company
shall provide quarterly Royalty Reports, substantially in the format of Exhibit B and due within [***] of the end of each
calendar quarter following the first commercial sale of a LICENSED PRODUCT. Royalty Reports shall disclose the amount of LICENSED
PRODUCT(S) sold, the total NET SALES of such LICENSED PRODUCT(S), and the running royalties due to JHU as a result of NET SALES
by Company, AFFILIATED COMPANIES and SUBLICENSEES, thereof. Payment of any such royalties due shall accompany such Royalty Reports.





 


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


 


(c)Company
shall provide Annual Reports within [***] of the end of every December following the EFFECTIVE DATE of this Agreement. Annual Reports
shall include:


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


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


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


 


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


 


 


 





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.







 






    	Page 9



    	 



    
 


 


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


 


5.3(a)No Warranty.
Subject to Company’s obligations set forth in Section 5.3, for the removal of doubt, nothing contained in this Agreement
shall be construed as a warranty by the Company that any development to be carried out as aforesaid will actually achieve its aims
or any other results, and the Company makes no warranties whatsoever as to any results to be achieved in consequence of the carrying
out of any such development. FURTHERMORE, THE COMPANY DOES NOT ASSUME ANY DUTY OR OBLIGATION TO SUCCEED IN ANY TRIAL, REGISTRATION
OR COMMERCIALIZATION OF THE LICENSED PRODUCT(S), NOR DOES THE COMPANY MAKE ANY REPRESENTATION TO THE EFFECT THAT THE COMMERCIALIZATION
OF THE LICENSED PRODUCT(S) WILL SUCCEED, OR THAT IT WILL BE ABLE TO SELL THE LICENSED PRODUCT(S) IN ANY QUANTITY.


 


5.4THIS
SECTION INTENTIONALLY LEFT BLANK


 


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


 


ARTICLE
6

REPRESENTATIONS


 


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


 


 


 





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.







 



    	Page 10



    	 



    



 


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


 


6.3Corporate
Authority. Notwithstanding the foregoing, JHU hereby represents that it has the full power and authority to enter into this
Agreement and to convey the rights herein conveyed.


 


6.4Warranty
by Company. Company hereby warrants that it has not entered into any licenses or sublicenses related to the PATENT RIGHTS with
a third party.


 


ARTICLE
7

INDEMNIFICATION


 


7.1Indemnification.
JHU, HHMI and the Inventors will have no legal liability exposure to third parties if JHU does not license the LICENSED PRODUCT(S),
and any royalties JHU, HHMI and the Inventors may receive is not adequate compensation for such legal liability exposure. Therefore,
JHU requires Company to protect JHU, HHMI and Inventors from such exposure to the same manner and extent to which insurance, if
available, would protect JHU, HHMI and Inventors. Furthermore, JHU, HHMI and the Inventors will not, under the provisions of this
Agreement or otherwise, have control over the manner in which Company or its AFFILIATED COMPANIES or its SUBLICENSEE(S) or those
operating for its account or third parties who purchase LICENSED PRODUCT(S) from any of the foregoing entities, develop, manufacture,
market or practice the inventions of LICENSED PRODUCT(S).


 


 


 





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.







 






    	Page 11



    	 



    
 


 


(a)Company,
AFFILIATED COMPANY and SUBLICENSEE shall indemnify, defend with counsel reasonably acceptable to JHU, and hold JHU, The Johns Hopkins
Health Systems, their present and former trustees, officers, Inventors of PATENT RIGHTS, agents, faculty, employees and students
harmless as against any judgments, fees, expenses, or other costs arising from or incidental to any product liability or other
lawsuit, claim, demand or other action brought as a consequence of the practice of said inventions by any of the foregoing entities,
whether or not JHU or said Inventors, either jointly or severally, is named as a party defendant in any such lawsuit and whether
or not JHU or the Inventors are alleged to be negligent or otherwise responsible for any injuries to persons or property. Practice
of the inventions covered by LICENSED PRODUCT(S) by an AFFILIATED COMPANY or an agent or a SUBLICENSEE(S) or a third party on behalf
of or for the account of Company or by a third party who purchases LICENSED PRODUCT(S) from Company, shall be considered Company’s
practice of said inventions for purposes of this Paragraph. The obligation of Company to defend and indemnify as set out in this
Paragraph 7.1(a) shall survive the termination of this Agreement, shall continue even after assignment of rights and responsibilities
to an AFFILIATED COMPANY, or SUBLICENSEE and shall not be limited by any other limitation of liability elsewhere in this Agreement.


 


 


(b)HHMI
and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”), will be indemnified, defended
by counsel acceptable to HHMI, and held harmless by Company, AFFILIATED COMPANY and SUBLICENSEE from and against any claim, liability,
cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys’
fees and other costs and expenses of defense) (collectively, “Claims”), based upon, arising out of, or otherwise relating
to this Agreement, including without limitation any cause of action relating to product liability. The previous sentence will not
apply to any Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence
or willful misconduct of an HHMI Indemnitee. The obligation of Company to defend and indemnify as set out in this Paragraph 7.1
(b) shall survive the termination of this Agreement, shall continue even after assignment of rights and responsibilities to an
AFFILIATED COMPANY and SUBLICENSEE, and shall not be limited by any other limitation of liability elsewhere in this Agreement.


 


ARTICLE
8

CONFIDENTIALITY


 


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


 


 





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.







 






    	Page 12



    	 



    
 


 


The obligations of
this Paragraph shall also apply to AFFILIATED COMPANIES and/or SUBLICENSEE(S) provided such information by Company. JHU’s,
Company’s, AFFILIATED COMPANIES and SUBLICENSEES’ obligations under this Paragraph shall extend until five (5) years
after the termination of this Agreement.


 


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


  


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



  


		b.	that can be demonstrated, from written records to have been in the recipient’s possession
prior to the date of disclosure; or



 


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



 


		d.	that is demonstrated from written records to have been developed by or for the receiving party without reference to confidential
information disclosed by the disclosing party.



 


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



 


Without limiting any
of the foregoing, it is understood that either Party or its AFFILIATED COMPANIES may make disclosure of this Agreement and the
terms hereof in any filings required by the SEC (or any other securities exchange authority), may file this Agreement as an exhibit
to any filing with the SEC (or any other securities exchange authority) and may distribute any such filing in the ordinary course
of its business. However, to the maximum extent allowable by SEC (or any other securities authority) rules and regulations, the
Parties shall be obligated to maintain the confidentiality obligations set forth herein and shall redact any confidential information
set forth in such filings as may be reasonably requested by the disclosing Party.


 


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


 





 





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.







 






    	Page 13



    	 



    
 


 


ARTICLE
9

TERM & TERMINATION


 


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


 


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


 


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


 


9.4Obligations
and Duties upon Termination. If this Agreement is terminated, both parties shall be released from all obligations and duties
imposed or assumed hereunder to the extent so terminated, except as expressly provided to the contrary in this Agreement. Upon
termination, both parties shall cease any further use of the confidential information disclosed to the receiving party by the other
party. Termination of this Agreement, for whatever reason, shall not affect any obligation of either party, including payment obligations,
which shall have accrued prior to such termination. Termination shall not affect JHU’s right to recover unpaid royalties,
fees, reimbursement for patent expenses, or other forms of financial compensation incurred prior to termination. Upon termination
Company shall submit a final royalty report to JHU and any royalty payments, fees, unreimbursed patent expenses and other financial
compensation due JHU shall become immediately payable. Furthermore, upon termination of this Agreement, all rights in and to the
licensed technology shall revert immediately to JHU at no cost to JHU.


 


ARTICLE
10

MISCELLANEOUS


 


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


 





 





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.







 






    	Page 14



    	 



    
 


 


Howard Hughes Medical Institute


4000 Jones Bridge Road


Chevy Chase, Maryland 20815


Attn: Office of the General Counsel


 


Without limiting any
of the foregoing, it is understood that the Company may use the name of the Howard Hughes Medical Institute, The Johns Hopkins
University or The Johns Hopkins Health System in any filings as required by the SEC (or any other securities exchange authority),
and may distribute any such filing in the ordinary course of its business.


 


10.2No
Partnership. Nothing in this Agreement shall be construed to create any agency, employment, partnership, joint venture or similar
relationship between the parties other than that of a licensor/licensee. Neither party shall have any right or authority whatsoever
to incur any liability or obligation (express or implied) or otherwise act in any manner in the name or on the behalf of the other,
or to make any promise, warranty or representation binding on the other.


 


10.3Notice
of Claim. Each party shall give the other or its representative immediate notice of any suit or action filed, or prompt notice
of any claim made, against them arising out of the performance of this Agreement or arising out of the practice of the inventions
licensed hereunder.


 


10.4Product
Liability. Prior to initial human testing or first commercial sale of any LICENSED PRODUCT(S) in any particular country, Company
shall establish and maintain, in each country in which Company or an AFFILIATED COMPANY or SUBLICENSEE shall test or sell LICENSED
PRODUCT(S), product liability or other appropriate insurance coverage in the minimum amount of [***] dollars ($[***]) per claim
and will annually present evidence to JHU that such coverage is being maintained. Upon JHU’s request, Company will furnish
JHU with a Certificate of Insurance of each product liability insurance policy obtained. JHU and HHMI shall be listed as an additional
insureds in Company’s said insurance policies. If such Product Liability insurance is underwritten on a ‘claims made’
basis, Company agrees that any change in underwriters during the term of this Agreement will require the purchase of ‘prior
acts’ coverage to ensure that coverage will be continuous throughout the term of this Agreement.


 


10.5Governing
Law. This Agreement shall be construed, and legal relations between the parties hereto shall be determined, in accordance with
the laws of the State of Maryland applicable to contracts solely executed and wholly to be performed within the State of Maryland
without giving effect to the principles of conflicts of laws. Any disputes between the parties to the Agreement shall be brought
in the state or federal courts of Maryland. Both parties agree to waive their right to a jury trial.


 


 





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.







 



    	Page 15



    	 



    



 


10.6Notice.
All notices or communication required or permitted to be given by either party hereunder shall be deemed sufficiently given if
transmitted by facsimile with confirmed transmission, mailed by registered mail or certified mail, return receipt requested, or
sent by overnight courier, such as Federal Express, to the other party at its respective address set forth below or to such other
address as one party shall give notice of to the other from time to time hereunder. Faxed notices shall be deemed to be received
on the first business day following the date of confirmed transmission. Mailed notices shall be deemed to be received on the third
business day following the date of mailing. Notices sent by overnight courier shall be deemed received the following business day.


 





	If to Company:	Rosetta Genomics Ltd.	 
	 	10 Plaut St.	 
	 	Rehovot, 76706 Israel	 
	 	Attn: General Counsel	 
	 	Fax: +972 8 948 4766	 
	 	 	 
	If to JHU:	Technology Transfer	 
	 	Johns Hopkins University	 
	 	100 N. Charles Street	 
	 	5th Floor	 
	 	Baltimore, MD 21201	 
	 	Attn: A20281	 
	 	Fax: (410) 516-4411	 










 


10.7Compliance
with All Laws. In all activities undertaken pursuant to this Agreement, both JHU and Company covenant and agree that each will
in all material respects comply with such Federal, state and local laws and statutes, as may be in effect at the time of performance
and all valid rules, regulations and orders thereof regulating such activities.


 


10.8Successors
and Assigns. Neither this Agreement nor any of the rights or obligations created herein, except for the right to receive any
remuneration hereunder, may be assigned by either party, in whole or in part, without the prior written consent of the other party,
except that either party shall be free to assign this Agreement to an AFFILIATED COMPANY or in connection with any sale of substantially
all of its assets without the consent of the other. This Agreement shall bind and inure to the benefit of the successors and permitted
assigns of the parties hereto.


 


10.9No
Waivers; Severability. No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same
or other provision of this Agreement, and no waiver shall be effective unless made in writing. Any provision hereof prohibited
by or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be deemed ineffective and deleted
herefrom without affecting any other provision of this Agreement. It is the desire of the parties hereto that this Agreement be
enforced to the maximum extent permitted by law, and should any provision contained herein be held by any governmental agency or
court of competent jurisdiction to be void, illegal and unenforceable, the parties shall negotiate in good faith for a substitute
term or provision which carries out the original intent of the parties.


 





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.







 



    	Page 16



    	 



    



 


10.10Entire
Agreement; Amendment. Company and JHU acknowledge that they have read this entire Agreement and that this Agreement, including
the attached Exhibits constitutes the entire understanding and contract between the parties hereto and supersedes any and all prior
or contemporaneous oral or written communications with respect to the subject matter hereof, all of which communications are merged
herein. It is expressly understood and agreed that (i) there being no expectations to the contrary between the parties hereto,
no usage of trade, verbal agreement or another regular practice or method dealing within any industry or between the parties hereto
shall be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement; and (ii) this Agreement
shall not be modified, amended or in any way altered except by an instrument in writing signed by both of the parties hereto.


 


10.11Delays
or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to
any party hereto, shall impair any such right, power or remedy to such party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or in any similar breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party
of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies either under
this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


10.12Force
Majeure. If either party fails to fulfill its obligations hereunder (other than an obligation for the payment of money), when
such failure is due to an act of God, or other circumstances beyond its reasonable control, including but not limited to fire,
flood, civil commotion, riot, war (declared and undeclared), revolution, or embargoes, then said failure shall be excused for the
duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement,
provided however, that in no event shall such time extend for a period of more than one hundred eighty (180) days.


 


10.13Further
Assurances. Each party shall, at any time, and from time to time, prior to or after the EFFECTIVE DATE of this Agreement, at
reasonable request of the other party, execute and deliver to the other such instruments and documents and shall take such actions
as may be required to effectively carry out the terms 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.







 






    	Page 17



    	 



    
 


 


10.14Survival.
All representations, warranties, covenants and agreements made herein and which by their express terms or by implication are to
be performed after the execution and/or termination hereof, or are prospective in nature, shall survive such execution and/or termination,
as the case may be. This shall include Paragraphs 3.7 (Late Payments), 5.2 (Records), and Articles 6, 7, 8, 9, and 10.


 


10.15Third
Party Beneficiary. HHMI is not a party to this Agreement and has no liability to any licensee, SUBLICENSEE(S) or user of anything
covered by this Agreement, but HHMI is an intended third-party beneficiary of the Agreement and certain of its provisions are for
the benefit of HHMI and are enforceable by HHMI in its own name.


 


10.16Headings.
Article headings are for convenient reference and not a part of this Agreement. All Exhibits are incorporated herein by this reference.


 


10.17Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which when taken together
shall be deemed but one instrument.


 


10.18NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE OR EXEMPLARY DAMAGES, RELATED TO AND/OR CONNECTED WITH THE PERFORMANCE
OF THIS AGREEMENT, EVEN IF THE FIRST PARTY IS ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION
SHALL NOT APPLY TO A PARTY’S DUTY OF INDEMNIFICATION AGAINST CLAIMS BROUGHT BY THIRD PARTIES.


 


10.19The
terms of this Agreement supersede any previous agreements or any other representations or understandings by the parties to this
Agreement with regard to the PATENT RIGHTS, including the notice of termination from Company dated May 30, 2011.


 





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.







 






    	Page 18



    	 



    
 


 


 


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


 


 





	THE JOHNS HOPKINS UNIVERSITY	 	ROSETTA GENOMICS LTD	 
	 	 	 	 
	/s/ Glen Steinbach              	 	/s/Ayelet Hajt      	 
	Glen Steinbach	 	Name: Ayelet Hajt	 
	Director	 	Title: EVP R&D	 
	Johns Hopkins Technology Transfer	 	 	 
	 	 	 	 
	8/8/11   	 	8/14/2011            	 
	(Date)	 	(Date)	 
	 	 	 	 
	 	 	/s/ Tami Fishman Jutkowitz               	 
	 	 	Name: Tami Fishman Jutkowitz	 
	 	 	Title: General Counsel	 
	 	 	 	 
	 	 	            8/14/2011	
	 	 	(Date)  	 



 

























 


EXHIBIT A. LICENSE FEE & ROYALTIES.


EXHIBIT B. SALES & ROYALTY REPORT FORM.


 


 


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.










 



    	Page 19



    	 



    



 


EXHIBIT A


 


LICENSE FEE & ROYALTIES


 


		1.	License Fee: The license fee due under Paragraph 3.1 is one hundred twenty-five thousand dollars ($125,000). The amendment
fee due under Paragraph 3.1 is [***] dollars ($[***]).



 


		2.	Minimum Annual Royalties: The minimum annual royalties
due on anniversaries of the EFFECTIVE DATE pursuant to Paragraph 3.2:



 





	1st anniversary:	[***] dollars ($[***]).
	 	 
	2nd anniversary:	[***] dollars ($[***]).
	 	 
	3rd anniversary:	[***] dollars ($[***]).
	 	 
	4th anniversary:	[***] dollars ($[***]).




 


5th anniversary and thereafter:[***]
dollars ($[***]).


 


 


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



Licensed Product – [***]%


 


		4.	Sublicense consideration: The percent sublicense
consideration payable under Paragraph 3.5 is [***] percent ([***]%).



 





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.







 






    	Page 20



    	 



    
 


 


EXHIBIT B


 


QUARTERLY SALES & ROYALTY REPORT


 


FOR LICENSE AGREEMENT BETWEEN ROSETTA
GENOMICS LTD AND


 


THE JOHNS HOPKINS UNIVERSITY DATED


 










 


FOR PERIOD OF __________ TO
___________


 


TOTAL ROYALTIES DUE FOR THIS PERIOD $___________


 


 


	
         

        PRODUCT ID
	PRODUCT NAME	*JHU REFERENCE	1st COMMERCIAL SALE DATE	TOTAL NET SALES/SERVICES	ROYALTY RATE	AMOUNT DUE
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


* Please provide the JHU Reference Number
or Patent Reference


 


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


 


 





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.







 






    	Page 21