Unassociated Document


    
      


      (1)
CIMYM, Inc.

      


      (2)
CIMAB S.A.

      


      And

      


      (3)
Oncoscience AG 

         

        
          

        

      

       

      Amended
and Restated

      Development
and Licence Agreement

      Relating
to TheraCIM h-R3 

         

        
          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Development
and Licence Agreement

      


      This Amended and Restated Development
and Licence Agreement (this “Agreement”) dated 15 August 2007 is made
between:

      


      
        	
                (1)

              	
                CIMYM,
      Inc. (company
      registration number 12142) (“CIMYM”), a company incorporated in Barbados,
      whose principal place of business is at Sagicor Centre, Wildey, St.
      Michael, Barbados, West Indies;
and

              


      

      


      
        	
                (2)

              	
                CIMAB
      S.A. (company
      registration number 107/92) (“CIMAB”), a company incorporated in Cuba,
      whose principal place of business is at 206 Street, No. 1926, e/ 19 y 21,
      Atabey, Playa, Havana City, Cuba;
and

              


      

      


      
        	
                (3)

              	
                Oncoscience
      AG (company
      registration number HRB 5414) (“Oncoscience”) a company incorporated in
      Germany, whose principal place of business is at Hafenstraße 32, 22880
      Wedel, Germany.

              


      

      


      Recitals:

      


      
        	
                A.

              	
                The Parties entered into a
      development and licence agreement dated 17 November 2003 (the “Original
      Agreement”).

              


      

      


      
        	
                B.

              	
                The Parties wish to enter into
      this Agreement for the purposes of wholly replacing and superseding the
      Original Agreement.

              


      

      


      
        	
                C.

              	
                CIMYM is the exclusive licensee
      of certain Licensed Patent Rights, certain Licensed Know-how (each as
      defined below) relating to an antibody known as TheraCIM h-R3 (as defined
      below).

              


      

      


      
        	
                D.

              	
                The shareholders of CIMYM are YM
      Biosciences, Inc. and CIMAB.

              


      

      


      
        	
                E.

              	
                CIMAB enters into commercial
      agreements on behalf of the Center of Molecular Immunology (“CIM”, as
      defined below). CIM originally developed TheraCIM h-R3 and has the
      facilities to manufacture Licensed Products (as defined below). CIMAB is
      entering into this Agreement principally in order to assume the
      manufacturing and supply obligations set out in Clause
      5.

              


      

      


      
        	
                F.

              	
                Oncoscience has expertise in
      cancer immunotherapy and experience in conducting immunotherapy clinical
      trials in cancer patients.

              


      

      


      
        	
                G.

              	
                Oncoscience wishes to pursue the
      further development and commercialisation of TheraCIM h-R3 for the
      treatment of cancer in humans, in accordance with the provisions of this
      Agreement.

              


      

      


      
        	
                H.

              	
                CIMYM is willing to grant to
      Oncoscience, and Oncoscience is willing to accept, a licence in the Field
      under the Licensed Patent Rights and to use the Licensed Know-how, all in
      accordance with the provisions of this
  Agreement.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      It
is agreed as follows:

      


      1.
Definitions

      


      In this
Agreement, the following words shall have the following meanings:

      


      
        	
                Affiliate

              	
                In relation to CIMYM or
      Oncoscience, means any entity or person that controls, is controlled by,
      or is under common control with that Party. For the purposes of this
      definition, “control” shall mean direct or indirect beneficial ownership
      of 50% (or, outside a Party’s home territory, such lesser percentage as is
      the maximum, permitted level of foreign investment) or more of the share
      capital, stock or other participating interest carrying the right to vote
      or to distribution of profits of that entity or person, as the case may
      be.

              


      

      


      
        	
                Arising
      Intellectual Property

              	
                Any and all of the Arising
      Patents and the Arising
Know-how.

              


      

      


      
        	
                Arising
      Know-how

              	
                Technical,
      commercial and all other information generated by Oncoscienee or its
      Affiliates or sub-licensees during the continuation of this Agreement that
      relates to any of the Licensed Intellectual Property or the Licensed
      Product, including any scientific or regulatory data (including clinical
      data), product licence applications and approvals, clinical trial licence
      applications and approvals, and development and marketing plans and
      activities.

              


      

      


      
        	
                Arising
      Patents

              	
                Any
      and all patents and patent applications that may be applied for or
      obtained in respect of any invention(s) made by Oncoscience, its
      Affiliates or sub-licensees during the continuation of this Agreement and
      which relate to any Licensed Intellectual Property or the Licensed
      Product, together with any continuations, continuations in part,
      extensions, re-issues, divisions, and any patents, supplementary
      protection certificates and similar rights that are based on or derive
      priority from the foregoing.

              


      

      


      
        	
                Calendar
      Quarter

              	
                Each
      three-month period ending on 31st
      March, 30th
      June, 30th
      September and 3lst
      December.

              


      

      


      
        	
                Calendar
      Year

              	
                A
      year commencing on lst
      January and ending on 31st
      December (but commencing on the Commencement Date in the first year of
      this Agreement and, in the final year of this Agreement, ending on the
      date of the last sale of Licensed Product under this
      Agreement).

              


      

      


      
        	
                CIM

              	
                The
      Center of Molecular Immunology, a scientific research institute based in
      Havana, Cuba.

              


      

      


      
        	
                CIMAB’s
      Contract Manufacturer

              	
                Any Person that may from time to
      time be contracted by CIMAB to manufacture the Licensed Product, or any
      component or ingredient thereof, in accordance with the provisions of this
      Agreement.

              


      

      


      
        	
                CIMYM Field
      and Territory

              	
                (a) outside the Territory, all
      fields (including the Field); and

                
                  (b)
      within the Territory, all fields other than the
    Field).

                

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                Claims

              	
                All demands, claims and liability
      (whether criminal or civil, in contract, tort or otherwise) for losses,
      damages, legal costs and other expenses of any nature whatsoever and all
      costs and expenses (including without limitation legal costs) incurred in
      connection therewith.

              


      

      


      
        	
                Co-exclusive
      Licence

              	
                A licence
      whereby:

              


      

      


      
        	
                
                

              	
                (a)

              	
                both CIMAB and Oncoscienee may
      exercise the licensed rights in the field and territory of the licence in
      question

              


      

      


      
        	
                
                

              	
                (b)

              	
                Oncoscience may grant
      sub-licences to the extent permitted under Clause 6.4;
      and

              


      

      


      
        	
                
                

              	
                (c)

              	
                CIMAB may appoint a single,
      further licensee from time to time in each part of such field and
      territory to exercise such rights in its place,
  but

              


      

      


      
        	
                
                

              	
                (d)

              	
                except as described in (c) above
      CIMAB may not grant further licences in such field and territory for as
      long as the co-exclusive licence continues, subject to the provisions of
      this Agreement and the requirements of any applicable
      law.

              


      

      


      
        	
                Commencement
      Date

              	
                The date of execution of this
      Agreement by the Parties (or, if they sign on different dates, the last
      date of signature of this Agreement by a
  Party).

              


      

      


      
        	
                Delivered
      Items

              	
                Has the meaning given in Clause
      4.2.

              


      

      


      
        	
                Development
      and Commercialisation Plan

              	
                The development and
      commercialisation plan for Licensed Product to be defined and agreed in
      accordance with Clause 3.1, as amended from time to time by agreement in
      writing of the Parties. An initial programme of work, which is anticipated
      to form the basis of a more detailed Development and Commercialisation
      Plan, is briefly summarised in the attached Schedule
    3.

              


      

      


      
        	
                Development
      and Commercialisation Report

              	
                The report described in Clause
      3.4 as amended from time to
time.

              


      

      


      
        	
                Development
      Team Parties

              	
                CIMYM and Oncoscience, and
      “Development Team Party” shall mean either of
  them.

              


      

      


      
        	
                Development
      Term

              	
                In respect of each country in the
      Territory, means the period from the Commencement Date until completion of
      the development of TheraCIM h-R3 to the point of first commercial sale of
      a Licensed Product in that country in accordance with the Development and
      Commercialisation Plan.

              


      

      


      
        	
                Diligent and
      Reasonable Efforts

              	
                Exerting such efforts and
      employing such resources (whether by itself or through sub-contractors or
      sub-licensees) as would normally be exerted or employed by a reasonable
      third party pharmaceutical company for a product of similar market
      potential at a similar stage of its product life, when utilizing sound and
      reasonable scientific, business and medical practice and judgment in order
      to develop the product in a timely manner and maximize the economic return
      to the Parties from its
  commercialisation.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
                Field

              	
                The treatment of cancer in
      humans.

              


      

      


      
        	
                Gross Sales
      Value

              	
                Any and all amounts received
      (including the value of any non-monetary consideration received) for the
      sale of the Licensed Product by Oncoscience or its Affiliates from a third
      party (including any of Oncoscience’s sub-licensees) in an arm’s length
      transaction exclusively for money (or where the sale is not at arm’s
      length, the price that would have been so invoiced and received if it had
      been at arm’s length), after deduction of all
      documented:

              


      

      


      
        	
              	
                (a)

              	
                normal trade discounts actually
      granted and any credits actually given (including for rejected or returned
      Licensed Product),

              


      

      


      
        	
              	
                (b)

              	
                rebates to customers and third
      parties,

              


      

      


      
        	
              	
                (c)

              	
                provided the amounts are
      separately charged on the relevant invoice any costs of packaging,
      insurance, carriage and
freight,

              


      

      


      
        	
              	
                (d)

              	
                any value added tax or other
      sales or use tax charged to the
customer

              


      

      


      
        	
                
                

              	
                (e)

              	
                any import or export duties or
      similar applicable government levies; provided that such deductions do not
      exceed reasonable and customary amounts in the markets in which such sales
      occurred;

              


      

      


      
        	
                 
      

              	
                provided
      that in no event the total of deductions referred to in paragraphs (a) to
      (e) above will exceed 10% (ten percent) of the total
    invoice.

              


      

      


      
        	
                Initial
      Development Programme

              	
                A programme of development to be
      conducted by Oncoscience in accordance with the provisions of Schedule 3
      Part A.

              


      

      


      
        	
                Joint
      Development Team

              	
                A committee to be established,
      and operating, in accordance with the provisions of Clause
      2.

              


      

      


      
        	
                Know-how

              	
                The Licensed Know-how and the
      Arising Know-how.

              


      

      


      
        	
                Licensed
      Intellectual Property

              	
                Any and all of the Licensed
      Patent Rights and Licensed
Know-how.

              


      

      


      
        	
                Licensed
      Know-how

              	
                Technical information in the
      possession of CIMYM or CIMAB in the Field relating to (a) TheraCIM h-R3
      and/or (b) the inventions claimed in the Licensed Patent Rights, and being
      further described in the attached Schedule 2, in each case to the extent
      that such information is relevant to the development and commercialisation
      of the Licensed Product.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        	
                Licensed
      Patent Rights

              	
                The patents and patent
      applications described in the attached Schedule 1 subject to the
      provisions of Schedule 1, together with any continuations, continuations
      in part, extensions, reissues, divisions, and any patents, supplementary
      protection certificates and similar rights that are based on or derive
      priority from the foregoing.

              


      

      


      
        	
                Licensed
      Product

              	
                TheraCIM h-R3 that is sold or
      otherwise supplied by Oncoscience or its Affiliate or sub-licensee and
      which (a) is within any Valid Claim of the Licensed Patent Rights and/or
      (b) is the subject of any Orphan Drug Status in the Territory; and/or (c)
      incorporates, or its development makes use of, any of the Licensed
      Know-how.

              


      

      


      
        	
                Major
      Country

              	
                Germany, France, Italy, Spain or
      the United Kingdom.

              


      

      


      
        	
                Milestone
      Receipts

              	
                The amount of any payment,
      excluding Value Added Tax, (other than sales income on which Oncoscience
      pays CIMYM a royalty under Clause 7.1 or 7.2, including any payments to
      Oncoscience or its Affiliate for Licensed Product supplied directly by
      Oncoscience or its Affiliate for sale or promotion by Oncoscience’s
      Affiliates or sub-licensees) obtained by, or due to, Oncoscience or its
      Affiliate and the value of any non-monetary receipt, in relation to the
      development or sub-licensing (including the grant of any option over a
      sub-licence) of any Licensed Intellectual Property (“Relevant
      Transaction”), and including any of the following in relation to a
      Relevant Transaction:

              


      

      


      
        	
              	
                (a)

              	
                up-front, licence, milestone
      (whether at the stage of development, marketing or otherwise), success,
      bonus, maintenance and periodic (including annual) fees and other
      payments, and minimum royalty payments (to the extent not offset against
      royalties based on sales and coming within the definition of Royalty
      Receipts), due under any sub-licence
  agreement;

              


      

      


      
        	
              	
                (b)

              	
                any receipt greater than actual
      incurred cost in respect of the funding of research or development
      activities related to the Licensed Product, provided that such incurred
      costs shall not include any costs that were incurred prior to the date of
      the agreement under which such funding was
  provided;

              


      

      


      
        	
              	
                (c)

              	
                where any sub-licence is to be
      granted under cross-licensing arrangements, the value of any third party
      licence obtained under such
arrangements;

              


      

      


      
        	
              	
                (d)

              	
                any premium paid over the fair
      market value of shares, options or other securities in respect of any of
      the share capital of Oncoscience or its Affiliate (such fair market value
      to be determined on the assumption that CIMYM had not granted, nor agreed
      to grant, any rights to Oncoscience in respect of any Licensed
      Intellectual Property);

              


      

      


      
        	
              	
                (e)

              	
                any loan, guarantee or other
      financial benefit made or given other than on normal market terms;
      and

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        	
              	
                (f)

              	
                any shares, options or other
      securities obtained from a third
party.

              


      

      


      
        	
                Net Sales
      Value

              	
                The Gross Sales Value after
      deduction of the Supply
Price.

              


      

      


      
        	
                Oncoscience
      Field and Territory

              	
                In respect of any activity that
      is licensed to Oncoscience under this Agreement, shall mean that the
      activity must occur both within the Field and within the
      Territory.

              


      

      


      
        	
                Orphan Drug
      Status

              	
                The grant of “orphan designation”
      by the European Commission for a medicinal product pursuant to Regulation
      (EC) No. 141/2000 of 16 December 1999 or any similar designation in any
      part of the Territory.

              


      

      


      
        	
                Parties

              	
                CIMYM, CIMAB and Oncoscience, and
      “Party” shall mean any of
them.

              


      

      


      
        	
                Person

              	
                Includes any individual, firm,
      company, corporation or other legal
  entity.

              


      

      


      
        	
                Patents

              	
                Any and all of the Licensed
      Patent Rights and the Arising
Patents.

              


      

      


      
        	
                Payment
      Cap

              	
                Has the meaning given in Clause
      7.1.

              


      

      


      
        	
                Providing
      Parties

              	
                Any and all of CIMAB (whether on
      its own behalf or on behalf of CIM) and CIMYM and Providing Party shall
      mean either of them.

              


      

      


      
        	
                Regulatory
      Application

              	
                Any and all applications that are
      necessary and appropriate to obtain Regulatory Approval including, without
      limitation, all required documents, data and information concerning, filed
      or required to be filed, otherwise submitted by Oncoscience, its Affiliate
      or licensee to a Regulatory
Authority.

              


      

      


      
        	
                Regulatory
      Approval

              	
                Any and all approvals, licences,
      registrations or authorisations of any Regulatory Authority that are
      necessary for the manufacture, use, storage, import, export, transport,
      marketing, distribution or sale of the Licensed Product in any part of the
      Territory.

              


      

      


      
        	
                Regulatory
      Authority

              	
                The European Medicines Evaluation
      Agency and other regulatory authorities in the
      Territory.

              


      

      


      
        	
                Supply
      Agreement

              	
                Any agreement between CIMAB and
      Oncoscience under which CIMAB agrees to manufacture and supply Oncoscience
      with Licensed Product.

              


      

      


      
        	
                Supply
      Price

              	
                The commercial supply price for
      the Licensed Product payable by Oncoscience to CIMAB in accordance with
      Clause 5.2.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      
        	
                Territory

              	
                Shall mean the following
      countries and territories: Austria, Belgium, Denmark, Finland, France,
      Germany, Greece, Ireland, Italy, Luxembourg, Portugal, Spain, Sweden, The
      Netherlands, United Kingdom, Cyprus, Czech Republic, Estonia, Hungary,
      Latvia, Lithuania, Malta, Poland, Slovakia, Slovenia, Bulgaria, Romania,
      Turkey, Albania, Andorra, Belarus, Bosnia-Herzegovina, Croatia, Former
      Yugoslav Republic of Macedonia, Iceland, Liechtenstein, Moldova, Monaco,
      Norway, Russia, San Marino, Serbia and Montenegro, Switzerland, Ukraine
      and Vatican City.

              


      

      


      
        	
                TheraCIM
      h-R3

              	
                A humanised antibody to the EGF
      receptor, known scientifically as h-R3 and which has been given the
      product name TheraCIM h-R3.

              


      

      


      
        	
                Third Party
      Manufacturer

              	
                Has the meaning given in Clause
      5.4.

              


      

      


      
        	
                Valid
      Claim

              	
                A claim of a patent or patent
      application that has not expired or been held invalid or unenforceable by
      a court of competent jurisdiction in a final and non-appealable
      judgment.

              


      

      


      
        	
                2.

              	
                Joint Development
      Team

              


      

      


      
        	
                2.1

              	
                Formation. Within fifteen (15) days after
      the Commencement Date, the Development Team Parties shall establish a
      Joint Development Team, by each Development Team Party designating its
      initial members to serve on the Joint Development Team and notifying the
      other Development Team Party of its dates of availability for the first
      meeting of the Joint Development Team. The purpose of the Joint
      Development Team shall be to oversee the development of Licensed Product
      for purposes of commercialisation in the Oncoscience Field and Territory.
      The Joint Development Team shall consist of not more than three (3)
      representatives designated by each Development Team Party. Each
      representative shall have relevant and appropriate expertise in order to
      oversee the development of the Licensed Product. If a representative of a
      Development Team Party is unable to attend a meeting of the Joint
      Development Team, such Development Team Party may designate an alternate
      to attend such meeting. In addition, each Development Team Party may, at
      its discretion, invite a reasonable number of other employees, consultants
      or scientific advisors to attend the meetings of the Joint Development
      Team, provided that such invitees are bound by appropriate confidentiality
      obligations. Each Development Team Party may change one or all of its
      representatives to the Joint Development Team at any time upon notice to
      the other Development Team
Party.

              


      

      


      
        	
                2.2

              	
                Meetings. The Joint Development Team
      shall meet quarterly and at such other times as the Parties may agree. The
      first meeting of the Joint Development Team shall be held as soon as
      reasonably practicable, but in no event later than 30 days after the
      Commencement Date. Meetings shall be held at such place or places as are
      mutually agreed or by teleconference or videoconference; provided,
      however, that there shall be at least one face-to-face meeting per
      calendar year.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      
        	
                2.3

              	
                Responsibilities. During the Development Term,
      the Joint Development Team
shall:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                elaborate the Development
      Commercialisation Plan in accordance with Clause
  3.1

              


      

      


      
        	
                 
      

              	
                (b)

              	
                review and unanimously approve
      (or, if the members of the Joint Development Team are unable to reach
      unanimous agreement, recommend to the Parties) the overall development
      strategy for Licensed Product in the Oncoscience Field and Territory
      (including, without limitation, setting criteria for progression of
      Licensed Product to the next stage of development under the Development
      and Commercialisation Plan);

              


      

      


      
        	
                 
      

              	
                (c)

              	
                review and recommend to the
      Parties modifications to the Development and Commercialisation Plan
      (including the resources to be allocated and the timelines contained in
      the Development and Commercialisation
  Plan);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                facilitate the transfer of
      Know-How between the Parties for purposes of conducting the Development
      and Commercialisation Plan;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                regularly assess the progress of
      Oncoscience in its conduct of the Development and Commercialisation Plan;
      and

              


      

      


      
        	
                 
      

              	
                (f)

              	
                perform such other activities as
      are contemplated under this Clause 2 and Clause 1. For the avoidance of
      doubt the Joint Development Team shall not have any role or responsibility
      in relation to determining whether Oncoscience has complied or will comply
      with its obligations to CIMYM under Clauses 3 or
  8.

              


      

      


      
        	
                2.4

              	
                Disputes. If agreement cannot be reached
      within the Joint Development Team, Oncoscience shall have the right to
      make the final determination concerning the resolution of the
      disagreement. Notwithstanding the foregoing, in the case of a disagreement
      involving a material matter, prior to invoking its rights under this
      Clause 2.4, Oncoscience agrees to have its chief executive contact the
      chief executive of CIMYM for the purpose of discussing the disagreement
      and attempting to reach a consensus. It shall be the goal of the chief
      executives to reach a consensus within five (5) days of the date on which
      contact is initiated by the chief executive of Oncoscience, it being
      understood that (i) in the event of an extraordinary circumstance
      requiring a faster resolution (e.g., a safety issue or extraneous timing
      issue), Oncoscience shall have the right to make the final determination
      prior to the end of such five (5) day period if a consensus has not been
      achieved by the required time for resolution and (ii) in the event that a
      consensus has not been achieved within ten (10) days of the date on which
      contact is initiated by the executive officer of Oncoscience, Oncoscience
      shall have the right to make the final determination. For the avoidance of
      doubt, Oncoscience shall not have any right, under this clause, to
      determine whether it has complied or will comply with its obligations to
      CIMYM under Clauses 2.4 or
8.

              


      

      


      
        	
                3.

              	
                Development and
      Commercialisation

              


      

      


      
        	
                3.1

              	
                Development
      and Commercialisation Plan.

              


      

      


      
        	
                3.1.1

              	
                Within 90 days of the
      Commencement Date, the Joint Development Team shall prepare a written plan
      (“Development and Commercialisation Plan”) that expands upon the initial
      development plan set out in Schedule 3 and will describe, and provide a
      timeline for:

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                (a)

              	
                all development activities for
      the Licensed Product in the Oncoscience Field and Territory, addressing
      each phase of development and the budget for completion of such
      activities, and providing detailed information on the activities to be
      conducted in the next 12 month
period;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                intellectual property protection
      strategy, including applying for Orphan Drug Status, patents and
      supplementary protection
certificates

              


      

      


      
        	
                 
      

              	
                (c)

              	
                sub-licensing
      strategy;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                clinical and registration
      strategy, with a view to expediting regulatory approval for Licensed
      Product; and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                commercialisation
      strategy.

              


      

      


      
        	
                3.1.2

              	
                The Joint Development Team shall
      update the Development and Commercialisation Plan on a regular basis (and
      at least annually).

              


      

      


      
        	
                3.2

              	
                Development
      and commercialisation activities. Oncoscience shall be
      responsible for the development and commercialisation (in accordance with
      the Development and Commercialisation Plan) of the Licensed Product in the
      Oncoscience Field and Territory. Such development and commercialisation
      shall be carried out under the oversight and management of the Joint
      Development Team and in accordance with the provisions of this
      Agreement.

              


      

      


      
        	
                3.3

              	
                Development
      and commercialisation costs. Oncoscience shall bear all
      costs associated with the development and commercialisation of Licensed
      Product in the Oncoscience Field and Territory, including costs incurred
      in the Development and Commercialisation Plan. If any Providing Party
      agrees with Oncoscience to conduct work as part of the Development and
      Commercialisation Plan (which may include advice given to the Joint
      Development Team), the Providing Party’s costs of conducting such work
      shall be borne by Oncoscience, with the time costs of the Providing
      Party’s representatives being charged to Oncoscience on a daily rate
      basis. The Providing Party’s daily rate for its representatives in the
      work referred to in the previous sentence shall be agreed between the
      Parties or, if they are unable to agree, the rate shall be US$ 1,000 (one
      thousand US dollars) per day plus any product-related consumable costs and
      external costs associated with such
work.

              


      

      


      
        	
                3.4

              	
                Reporting. Without prejudice to the
      generality of Oncoscience’s obligations under Clauses 8.1 and 9.2,
      Oncoscience shall provide a report (“Development and Commercialisation
      Report”) to CIMYM at least annually to CIMYM. In addition, Oncoscience
      shall provide to CIMYM a quarterly, written status update on all clinical,
      development and commercial activities being undertaken, and from time to
      time upon request, showing all past, current and projected activities
      taken or to be taken by Oncoscience to bring Licensed Product to market
      and maximise the sale of Licensed Product in the Oncoscience Field and
      Territory, and including details of all Arising Intellectual Property.
      CIMYM’s receipt or approval of any such report shall not be taken to waive
      or qualify Oncoscience’s obligations under Clause
    8.1.

              


      

      


      
        	
                3.5

              	
                Exchange of
      data. It is CIMYM’s
      or CIMAB’s intention to grant licences to commercialise TheraCIM h-R3 in
      the CIMYM Field and Territory. Accordingly, each of the Parties or its
      licensee(s), may generate data in relation to Licensed Products that is
      useful to the other Parties in connection with their commercialisation of
      Licensed Products. To facilitate such commercialisation, Oncoscience shall
      disclose and provide to CIMYM and CIMAB all Arising Intellectual Property
      in accordance with the provisions of Clause 3.4. CIMYM (or CIMAB as
      applicable) and Oncoscience shall use reasonable efforts to reach
      agreement with CIMYM’s (or CIMAB’s as applicable) other licensee(s) of
      TheraCIM h-R3 for the disclosure to Oncoscience of clinical data in
      respect of TheraCIM h-R3 that is generated by such
      licensee(s).

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      
        	
                4.

              	
                Know-how and Confidential
      Information

              


      

      


      
        	
                4.1

              	
                Provision of
      Know-how. Upon
      Oncoscience’s reasonable request, CIMYM shall supply Oncoscience with all
      Licensed Know-how in its possession that is specifically relevant to the
      development and commercialisation of TheraCIM h-R3 and that CIMYM is at
      liberty to disclose and has not previously been disclosed and which is
      reasonable necessary to enable Oncoscience to undertake the further
      development of Licensed Product. The Licensed Know-how shall be subject to
      the confidentiality provisions of Clause 4.4. The method of any such
      supply shall be as specified in Schedule 2 but shall not require CIMYM to
      undertake more than 5 man-days of work, unless otherwise agreed in writing
      between the Parties.

              


      

      


      
        	
                4.2

              	
                Status of
      Know-how.
      Oncoscience acknowledges that the Licensed Know-how is subject to further
      development. Accordingly, specific results cannot be guaranteed and any
      results, materials, information or other items, including the Licensed
      Know-how and inventions claimed in the Licensed Patent Rights (together
      “Delivered Items”) provided under this Agreement are provided “as is” and
      without any express or implied warranties, representations or
      undertakings. As examples, but without limiting the foregoing, CIMYM does
      not give any warranty that Delivered Items are of merchantable or
      satisfactory quality, are fit for any particular purpose, comply with any
      sample or description, or are viable, uncontaminated, safe or
      non-toxic.

              


      

      


      
        	
                4.3

              	
                Use of
      Know-how.
      Oncoscience undertakes that for a period of 10 years from the date of
      first commercial sale of Licensed Product in the Territory or for so long
      as any substantial part of the Know-how remains subject to the obligations
      of confidence of Clause 4.4, whichever is the shorter, it will not use the
      Licensed Know-how for any purpose except as expressly licensed hereby and
      in accordance with the provisions of this
  Agreement.

              


      

      


      
        	
                4.4

              	
                Confidentiality
      obligations. Each
      Party (“Receiving Party”)
undertakes:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                to maintain as secret and
      confidential all Know-how and other technical or commercial information
      obtained directly or indirectly from the other Party (“Disclosing Party”)
      in the course of or in anticipation of this Agreement and to respect the
      Disclosing Party’s rights
therein,

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to use the same exclusively for
      the purposes of this Agreement,
and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                to disclose the same only to
      those of its employees, contractors and sub-licensees pursuant to this
      Agreement (if any) to whom and to the extent that such disclosure is
      reasonably necessary for the purposes of this
      Agreement.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      


      
        	
                4.5

              	
                Exceptions to
      obligations. The
      provisions of Clause 4.4 shall not apply to Know-how and other information
      which the Receiving Party can demonstrate by reasonable, written
      evidence:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                was, prior to its receipt by the
      Receiving Party from the Disclosing Party, in the possession of the
      Receiving Party and at its free disposal;
  or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                is subsequently disclosed to the
      Receiving Party without any obligations of confidence by a third party who
      has not derived it directly or indirectly from the Disclosing Party;
      or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                is or becomes generally available
      to the public through no act or default of the Receiving Party or its
      agents, employees, Affiliates or
  sub-Licensees.

              


      

      


      
        	
                4.6

              	
                Disclosure to
      court, etc. If the
      Receiving Party is required to disclose confidential information to the
      courts of any competent jurisdiction, or to any government regulatory
      agency or financial authority, such disclosure shall not be a breach of
      Clause 4.4, provided that the Receiving Party shall (i) inform the
      Disclosing Party as soon as is reasonably practicable, and (ii) at the
      Disclosing Party’s request seek to persuade the court, agency or authority
      to have the information treated in a confidential manner, where this is
      possible under the court, agency or authority’s
      procedures.

              


      

      


      
        	
                4.7

              	
                Disclosure to
      employees. The
      Receiving Party shall procure that all of its employees, contractors,
      consultants, advisers and sub-licensees pursuant to this Agreement (if
      any) who have access to any of the Disclosing Party’s information to which
      Clause 4.4 applies, shall be made aware of and subject to these
      obligations and shall have entered into written undertakings of
      confidentiality at least as restrictive as Clauses 4.4 and 4.5 and which
      apply to the Disclosing Party’s
  information.

              


      

      


      
        	
                5.

              	
                Manufacturing and
      supply

              


      

      


      
        	
                5.1

              	
                Clinical
      supply. CIMAB shall
      supply to Oncoscience, and Oncoscience shall purchase from CIMAB, for its
      own use and that of its Affiliates and sub-licensees, in finished form
      with one hundred percent (100%) of Oncoscience’ s requirements of TheraCIM
      h-R3 and Licensed Product for all clinical development purposes. Such
      clinical requirements shall be supplied to
    Oncoscience:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In respect of Oncoscience’s
      requirements for clinical trials for the purposes of seeking Regulatory
      Approvals in the Field in the Territory, at a supply price of US$ 500
      (five hundred US dollars) per gram. Payment will be made 50% in advance
      for each instalment of product that is ordered under this paragraph (a)
      when it is available for delivery. The second half of payment will be paid
      within 30 days after receiving the
  product.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For all other supply for clinical
      purposes (including without limitation supply for Phase IV studies and for
      studies that are not required for obtaining Regulatory Approvals), a
      supply price equal to US$1,100 (one thousand one hundred US dollars) per
      gram.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

      


      
        	
                5.2

              	
                Commercial
      Supply.

              


      

      


      
        	
                5.2.1

              	
                CIMAB shall supply to
      Oncoscience, and Oncoscience shall purchase from CIMAB, as active
      pharmaceutical ingredient, or if the Parties mutually agree at the time of
      entering into the supply agreement described in Clause 5.5, in finished
      form with one hundred percent (100%) of Oncoscience’s requirements of
      Licensed Products for all commercial purposes. CIMAB may elect to have
      such requirements supplied to Oncoscience by one or more of CIMAB’s
      Contract Manufacturer(s). In such case, the supply agreement to be entered
      into shall be concluded nonetheless between Oncoscience and CIMAB and not
      between Oncoscience and CIMAB’s Contract Manufacturer(s). Oncoscience’s
      quantity requirements shall include those of its Affiliates and
      sub-licensees. The supply price for the Licensed Product payable by
      Oncoscience or its Affiliates to CIMAB (the “Supply
      Price”) shall
      be:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                In the case of sales of the
      Licensed Product made directly by Oncoscience or its Affiliates to a third
      party other than to its sub-licensees (i) until the Payment Cap is
      reached, US$ 1,250 (one thousand two hundred and fifty US dollars) per
      gram of Licensed Product and (ii) after the Payment Cap is reached, as
      mutually agreed to between the Parties, acting reasonably;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In the case of sales of the
      Licensed Product made by Oncoscience or its Affiliates to its
      sub-licensee(s), US$ 1,250 (one thousand two hundred and fifty US dollars)
      per gram of Licensed
Product.

              


      

      


      
        	
                5.3

              	
                Specifications. CIMAB undertakes that all
      Licensed Product supplied to Oncoscience will be manufactured in
      accordance with mutually agreed upon specifications (inclusive of
      specifications in an approved Marketing Authorization and Good
      Manufacturing Practices of the EMEA the relevant regulatory authorities in
      the other countries in the Territory, and the relevant regulatory
      authorities in the countries of manufacture of the Licensed Product, and
      will not be adulterated or misbranded under applicable laws, regulations
      or guidelines, and that the manufacturer will have in force all necessary
      Regulatory Approvals for the manufacture of Licensed Product in accordance
      with such specifications for the purposes of supply and use of Licensed
      Product in all countries of the Territory and will be in good standing
      with all Regulatory
Authorities.

              


      

      


      
        	
                5.4

              	
                Right to Have
      Manufactured in Event of Default by
  CIMAB.

              


      

      


      
        	
                5.4.1

              	
                In the event that CIMAB or
      CIMAB’s Contract Manufacturer is unwilling or unable to manufacture to the
      specifications required by the relevant Regulatory Authority or by the
      terms of any relevant Regulatory Approval, Oncoscience shall have the
      right to have manufactured by a Third Party Manufacturer (as defined
      below) one hundred percent (100%) of its own clinical and commercial
      requirements of Licensed Product, in accordance with the provisions of
      Clause 5.4.2. In the event that CIMAB is unable to supply Oncoscience with
      its quantity requirements of Licensed Product (as described in Clause 5.1
      to 5.3) for a period of one or more Calendar Quarters in any given two
      year period Oncoscience shall have the right to have manufactured by a
      Third Party Manufacturer as defined below its own clinical and commercial
      requirements of Licensed Product, in accordance with the provisions of
      Clause 5.4.2, but Oncoscience shall continue to purchase at least 50% of
      its quantity requirements from CIMAB or CIMAB’s Contract Manufacturer for
      as long as it is willing and able to do
  so.

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      


      
        	
                5.4.2

              	
                To enable Oncoscience to have
      Licensed Product manufactured for it in accordance with Clause 5.4.1, the
      Parties shall, at the request of Oncoscience, make arrangements for the
      transfer of relevant CIMAB manufacturing technology and know-how to a
      manufacturer nominated by Oncoscience (“Third Party Manufacturer”). CIMAB
      shall supply such technology and know-how free of charge but without any
      obligation to bear any of Oncoscience’s costs. Prior to the transfer of
      such manufacturing technology and know-how, the Third Party Manufacturer
      shall be required to enter into an agreement with CIMAB, on terms
      satisfactory to CIMAB, under which the Third Party Manufacturer shall
      undertake to keep CIMAB’s manufacturing technology and know-how
      confidential and to use it only for the supply of Licensed Product to
      Oncoscience or its Affiliate or sub-licensee and only in circumstances
      where Clause 5.4.1 applies. The terms of such agreement between CIMAB and
      a Third Party Manufacturer shall be deemed satisfactory to CIMAB if the
      terms are identical to the terms of an equivalent agreement between CIMAB
      and CIMAB’s Contract
Manufacturer.

              


      

      


      
        	
                5.5

              	
                Supply
      Agreement. Licensed
      Product supplied by CIMAB or CIMAB’s Contract Manufacturer(s) to
      Oncoscience for clinical and commercial purposes shall be supplied to
      Oncoscience pursuant to the terms of a separate Supply Agreement.
      Oncoscience and CIMAB shall use good faith efforts to negotiate and enter
      into such a supply agreement at least six (6) months prior to the
      submission of a Regulatory Application for such Licensed Product in the
      Territory. In addition to more detailed terms regarding form of product,
      supply price, specifications, shortage of supply and default manufacturing
      rights as are specified in this Clause 5, each Supply Agreement shall
      contain forecast procedures, permitted variances from forecasted amounts,
      order and delivery times, quality control and quality assurance
      procedures, audits, yield ratios, maintenance of inventory, procedures and
      remedies for rejection of non-conforming product, record retention,
      compliance with laws, and other customary provisions. The terms of the
      Supply Agreement shall be consistent with the provisions of this Clause 5,
      unless otherwise agreed in writing by CIMAB and
      Oncoscience.

              


      

      


      
        	
                6.

              	
                Grant of
      rights

              


      

      


      
        	
                6.1

              	
                Licensed
      Intellectual Property.

              


      

      


      
        	
                6.1.1

              	
                CIMYM hereby grants to
      Oncoscience, subject to the provisions of this
      Agreement:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                an exclusive licence in the
      Oncoscience Field and Territory (except that in Russia, Belarus and
      Ukraine it shall be Co-exclusive Licence in the Field) under the Licensed
      Patent Rights, with the right to sub-license, subject to Clause 6.4 below,
      to develop, use and sell Licensed Product but only in the Oncoscience
      Field and Territory; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                an exclusive licence in the
      Oncoscience Field and Territory (except that in Russia, Belarus and
      Ukraine it shall be Co-exclusive Licence in the Field) to use the Licensed
      Know-how, with the right to sub-license, subject to Clause 6.4 below, to
      develop, use and sell Licensed Product but only in the Oncoscience Field
      and Territory; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                an exclusive licence in the
      Oncoscience Field and Territory (except that in Russia, Belarus and
      Ukraine it shall be Co-exclusive Licence in the Field) to have Licensed
      Product manufactured for it by a Third Party Manufacturer, but only in the
      circumstances described in Clause
5.4.

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

      


      
        	
                6.1.2

              	
                In the event that CIMAB wishes to
      exercise its Co-exclusive rights in Russia, Belarus or Ukraine, it shall
      notify Oncoscience of its intended activities in such countries, in
      particular to ensure that Oncoscience’s rights under this Agreement are
      not adversely affected.

              


      

      


      
        	
                6.2

              	
                Arising
      Intellectual Property (including clinical
  data).

              


      

      


      
        	
                6.2.1

              	
                Arising Intellectual Property
      shall be owned by the Party (which for the purposes of this clause may
      include CIM) that invents or creates it, and if it is jointly invented or
      created by two or more of the Parties it shall be owned jointly by those
      Parties in equal, undivided shares, subject to the provisions of this
      Agreement including the following
  provisions:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Recognising the contribution that
      CIM’s scientists have made, and are continuing to make, to the development
      of TheraCIM h-R3 and the current stage of its development, the Parties
      anticipate that, as a matter of law, CIM scientists should be named as
      inventor(s) or joint inventor(s) of any new inventions made under this
      Agreement. Accordingly, unless the Party filing a patent application in
      respect of Arising Intellectual Property is advised by external patent
      counsel that such naming would prejudice the validity of the resulting
      Arising Patents, all Arising Patents shall be considered to have been
      jointly invented by representatives of CIM and Oncoscience, and
      accordingly shall be jointly owned by them in equal, undivided shares,
      subject to the provisions of this
  Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                It is anticipated that Arising
      Know-how will be generated by clinicians and other Persons in the course
      of, or arising from, clinical studies that have been designed by the Joint
      Development Team. Accordingly, it is agreed that all Arising know-how
      developed in, or arising from, the work performed under the Development
      and Commercialisation Plan shall be jointly owned by CIM and Oncoscience
      in equal, undivided shares, subject to the provisions of this Agreement;
      and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Subject to paragraphs (a) and (b)
      above, where Arising Intellectual Property consists of an improvement to,
      or a new application of, Licensed Intellectual Property and, as a matter
      of law, is made solely by employees of Oncoscience, it shall be owned
      solely by Oncoscience.

              


      

      


      
        	
                6.2.2

              	
                CIMAB hereby grants and agrees to
      grant to Oncoscience an exclusive, fully paid-up and royalty-free licence
      under Arising Intellectual Property in the Oncoscience Field and
      Territory, with the right to sub-license, to research, develop, make, have
      made, import, use, sell and otherwise deal in any and all products and
      processes in the Oncoscience Field and
  Territory.

              


      

      


      
        	
                6.2.3

              	
                Oncoscience hereby grants and
      agrees to grant to CIMYM and CIMAB an exclusive, fully paid-up and
      royalty-free licence under Arising Intellectual Property in the CIMYM
      Field and Territory, with the right to sub-license, to research, develop,
      make, have made, import, use, sell and otherwise deal in any and all
      products and processes in the CIMYM Field and
      Territory.

              


      

      


      
        	
                6.3

              	
                Formal
      licences. If
      requested by Oncoscience, and at Oncoscience’s administrative cost, the
      Parties shall execute such formal licences as may be necessary or
      appropriate for registration with Patent Offices and other relevant
      authorities in the Territory. In the event of any conflict in meaning
      between any such licence and the provisions of this Agreement, the
      provisions of this Agreement shall prevail. The Parties shall use
      reasonable endeavours to ensure that, to the extent permitted by relevant
      authorities, this Agreement shall not form part of any public
      record.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      


      
        	
                6.4

              	
                Sub-licensing. Oncoscience shall be entitled
      to grant sub-licences (which for the purposes of this clause shall include
      any option or right to acquire a sub-licence) of its rights under this
      Agreement to any person (including without limitation any Affiliate of
      Oncoscience), provided that:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Oncoscience shall first provide
      written notice to CIMYM of any request to enter into a sub-license and
      shall provide with such notice a copy of the proposed sub-license
      agreement. CIMYM shall provide its response to any such request within
      thirty (30) days of its receipt of Oncoscience’s notice, failing which, it
      shall be deemed to have consented to such request. CIMYM shall have no
      reason to withhold its consent to such request provided that the proposed
      sub-license agreement complies with the terms of this Clause 6.4.
      Oncoscience shall provide to the Parties, within thirty (30) days of its
      execution, a fully executed copy of the sub-license
      agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the scope of the sub-licence
      shall not exceed the scope of the licence granted under this Agreement
      and, in particular, shall not include any manufacturing
      rights;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                the sub-licence shall include
      obligations on the sub-licensee which are equivalent to the obligations on
      Oncoscience under this Agreement (and the sub-licensee shall not have any
      right to grant sub-sub-licences without CIMYM’s prior written agreement,
      which consent may be withheld at CIMYM’s sole
      discretion);

              


      

      


      
        	
                 
      

              	
                (d)

              	
                if agreed between CIMYM and the
      sub-licensee, the sub-licence shall continue in force as an agreement
      between CIMYM (in place of Oncoscience) and the sub-licensee or, if no
      such agreement is made, the sub-licence shall terminate automatically on
      the termination of this Agreement for any
  reason;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                clinical trials in the territory
      of the sub-licensee shall commence not later than 18 months from the date
      of the conclusion of the sub-licence agreement, failing which the
      sub-licence shall automatically
  terminate;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Oncoscience shall have no
      ownership interest of any kind in the proposed sub-licensee;
      and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Oncoscience shall be responsible
      for any breach of the sub-licence by the sub-licensee, as if the breach
      had been that of Oneoscience under this Agreement, and Oncoscience shall
      indemnify CIMYM against any loss, damages, costs, claims or expenses which
      are awarded against or suffered by CIMYM as a result of any such breach by
      the sub-licensee.

              


      

      


      
        	
                6.5

              	
                Reservation
      of rights within Field and Territory. For the avoidance of doubt,
      CIMYM reserves the right for itself and its licensees and assigns to use
      TheraCIM h-R3 and the Licensed Intellectual Property in the Oncoscience
      Field and Territory with the prior consent of Oncoscience (a) for the
      purposes of research; and/or (b) for the purposes of development
      (including clinical trials) of products with a view to obtaining
      regulatory approval for such products in the CIMYM Field and Territory. If
      CIMYM wishes to conduct research or development activities in the
      Oncoscience Field and Territory in accordance with the provisions of this
      clause, it will so inform Oncoscience and give Oncoscience a first
      opportunity to propose terms for an agreement with CIMYM under which
      Oncoscience would assist CIMYM with such activities at the cost of CIMYM.
      It is understood and agreed that CIMYM will be required under regulatory
      GCP to retain archive samples of
  materials.

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

      


      
        	
                6.6

              	
                No other
      licence. It is
      acknowledged and agreed that no licence is granted by CIMYM to Oncoscience
      other than the licence(s) expressly granted by the provisions of this
      Clause 6. Without prejudice to the generality of the foregoing CIMYM
      reserves all rights under the Licensed Intellectual Property in the CIMYM
      Field and Territory.

              


      

      


      
        	
                6.7

              	
                Quality. Oncoscience shall ensure that
      all Licensed Product marketed by it and its sub-licensees is of
      satisfactory quality and complies with all applicable laws and regulations
      in each part of the
Territory.

              


      

      


      
        	
                6.8

              	
                Acknowledgment
      by CIMAB. CIMAB
      acknowledges and agrees that CIMYM has been granted the necessary rights
      and licences to enable it to grant the licences referred to in Clauses
      6.1. and 6.4 of this
Agreement.

              


      

      


      
        	
                6.9

              	
                Acknowledgment
      by CIMYM and CIMAB.
      CIMYM and CIMAB acknowledge and agree that, subject to Clause 6.4(g),
      Oncoscience is free to organize its distribution of the Licensed Product
      and determine its sales price of the Licensed Product within the
      Oncoscience Field and Territory at its own discretion. Oncoscience is also
      free to determine its sales price vis-à-vis its sub-licensees. However,
      only for the purpose of calculating the royalties pursuant to Article 7 of
      this Agreement the supply price charged by Oncoscience to its
      sub-licensees shall be deemed $ 2,312.50 (two thousand three hundred and
      twelve US dollars and fifty cents) per gram if and as far as Oncoscience
      charges a supply price to its sub-licensees which is below the threshold
      of $ 2,312.50 (two thousand three hundred and twelve US dollars and fifty
      cents) per gram.

              


      

      


      
        	
                7.

              	
                Payments

              


      

      


      
        	
                7.1

              	
                Payments
      prior to reaching Payment Cap. Until such time as the total
      amount of payments made by Oncoscience to CIMYM under this Clause 7.1
      reaches US$30,000,000 (thirty million US dollars) (excluding VAT or
      other taxes or charges and excluding the amount of any payments from
      Oncoscience to CIMYM in respect of the supply of products, materials or
      services) (the “Payment Cap”), Oncoscience shall pay to CIMYM the
      following amounts:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                *% (* percent) of all Milestone
      Receipts, which shall be payable within 30 (thirty) days of any such
      Milestone Receipt being received by Oncoscience or its
      Affiliate;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                In the case of sales of the
      Licensed Product made directly by Oncoscience or its Affiliates to a third
      party other than its
sub-licensee(s):

              


      

      


      
        	
                 
      

              	
                (i)

              	
                a royalty of *% (* percent) of
      Net Sales Value of all Licensed Product;
  and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                an additional royalty of US$* (*
      US dollars) per gram of the Licensed Product;
  and

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (c)

            	
              In the case of sales of the
      Licensed Product made by Oncoscience or its Affiliates to its
      sub-licensee(s), a royalty of *% of Net Sales Value of all Licensed
      Product.

            


    

    


    
      	
              7.2

            	
              Payments
      after reaching Payment Cap.

            


    

    


    
      	
              7.2.1

            	
              Royalties. After the total amount of
      payments made by Oncoscience to CIMYM under Clause 7.1 has reached the
      Payment Cap, Oncoscience shall pay to CIMYM the following
      amounts:

            


    

    


    
      	
               
      

            	
              (a)

            	
              *% (* percent) of all Milestone
      Receipts, which shall be payable within 30 (thirty) days of any such
      Milestone Receipt being received by Oncoscience or its
      Affiliates;

            


    

    


    
      	
               
      

            	
              (b)

            	
              In the case of sales of the
      Licensed Product made directly by Oncoscience or its Affiliates to a third
      party other than its sub-licensee(s), a royalty on cumulative Gross Sales
      Value of Licensed Product in each Calendar Year, at the following
      incremental rates:

            


    

    


    
      
        
          
            	
                    Incremental Gross Sales Value in Calendar Year

                  	 
      	
                    Royalty rate

                  	 
      
	
                    Less
      than or equal to US$*M

                  	 
      	 
      	
                    *

                  	
                    %

                  
	
                    Greater
      than US$*M and less
      than or equal to US$*M

                  	 
      	 
      	
                    *

                  	
                    %

                  
	
                    Greater
      than US$*M and less
      than or equal to US$*M

                  	 
      	 
      	
                    *

                  	
                    %

                  
	
                    Greater
      than US$*M

                  	 
      	 
      	
                    *

                  	
                    %

                  


          

        

      

    

    


    Example: If in a particular
Calendar Year, cumulative Gross Sales Value amounts to US$*M, the following
royalties would be payable under this Clause:

    


    
      
        
          
            
              
                
                  
                    	
                            (i)

                          	
                            *%
      on the first US$*M of Gross Sales Value =

                          	 
      	US$	
                            *M

                          	 
      
	
                            (ii)

                          	
                            *%
      on the next US$*M of Gross Sales Value =

                          	 
      	US$	
                            *M

                          	 
      
	
                            (iii)

                          	
                            *%
      on the remaining US$*M of Gross Sales Value=

                          	 
      	US$	
                            *M

                          	 
      
	
                            (iv)

                          	
                            Total
      amount of royalty due in Calendar Year =

                          	 
      	US$	
                            *M

                          	
                            ; 

                          


                  

                

              

            

          

        

      

    

    


    and

    


    
      	
               
      

            	
              (c)

            	
              In the case of sales of the
      Licensed Product made by Oncoscience or its Affiliates to its
      sub-licensee(s), a royalty of *% of Net Sales Value of all Licensed
      Product.

            


    

    


    
      	
              7.3

            	
              Payment
      dates. Royalties due
      under this Agreement shall be paid within 90 days of the end of each
      Calendar Quarter, in respect of sales of Licensed Product made during such
      Calendar Quarter, and within 120 days of the termination of this
      Agreement.

            


    

    


    
      	
              7.4

            	
              Payment
      terms. All sums due
      under this Agreement:

            


    

    


    
      	
               
      

            	
              (a)

            	
              are exclusive of Value Added Tax
      which where applicable will be paid by Oncoscience to CIMYM in
      addition;

            


    

    


    
      	
               
      

            	
              (b)

            	
              shall be paid in US dollars (or
      such other currency as the Parties may agree) and, in the case of sales or
      sub-license income received by Oncoscience in a currency other than US
      dollars, the income shall be calculated in the other currency and then
      converted into equivalent US dollars at the purchasing rate for US dollars
      as
      quoted by Kreissparkasse Sűdholstein, Friedrich-Ebert-Damm 38-40 25431
      Pinneberg in Germany as at the close of business on the last business day
      of the quarterly period with respect to which the payment is
      made;

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              shall be made without deduction
      of income tax or other taxes charges or duties that may be imposed, except
      insofar as Oncoscience is required to deduct the same to comply with
      applicable laws. The Parties shall cooperate and take all steps reasonably
      and lawfully available to them to avoid deducting such taxes and to obtain
      double taxation relief. If Oncoscience is required to make any such
      deduction it shall provide CIMYM with such certificates or other documents
      as it can reasonably obtain to enable CIMYM to obtain appropriate relief
      from double taxation of the payment in question;
  and

            


    

    


    
      	
               
      

            	
              (d)

            	
              shall be made by the due date,
      failing which CIMYM may charge interest on any outstanding amount on a
      daily basis at a rate equivalent to 3% above the US prime lending rate
      then in force.

            


    

    


    
      	
              7.5

            	
              Exchange
      controls, etc. If at
      any time during the continuation of this Agreement Oncoscience is
      prohibited from making any of the payments required hereunder by a
      governmental authority in any country then Oncoscience will within the
      prescribed period for making the said payments in the appropriate manner
      use its best endeavours to secure from the proper authority in the
      relevant country permission to make the said payments and will make them
      within 7 days of receiving such permission. If such permission is not
      received within 30 (thirty) days of Oncoscience making a request for such
      permission then, at the option of CIMYM, Oncoscience shall deposit the
      royalty payments due in the currency of the relevant country either in a
      bank account designated by CIMYM within such country or such royalty
      payments shall be made to an associated company of CIMYM designated by
      CIMYM and having offices in the relevant country designated by
      CIMYM.

            


    

    


    
      	
              7.6

            	
              Royalty
      statements.
      Oncoscience shall send to CIMYM at the same time as each royalty payment
      is made in accordance with Clause 7.3 a statement setting out, in respect
      of each country in which Licensed Product is sold, the types of Licensed
      Product sold, the quantity of each type sold, and the total Gross Sales
      Value and Net Sales Value, in respect of each type, expressed both in
      local currency and US dollars and showing the conversion rates used,
      during the period to which the royalty payment
    relates.

            


    

    


    
      	
              7.7

            	
              Records

            


    

    


    
      	
              7.7.1

            	
              Oncoscience shall keep at its
      normal place of business detailed and up to date records and accounts
      showing the quantity, description and Gross Sales Value of Licensed
      Product, all the documents corresponding to the deductions, and the amount
      of Milestone Receipts received by it in respect of Licensed Product, on a
      country by country basis, and being sufficient to ascertain the payments
      due under this Agreement.

            


    

    


    
      	
              7.7.2

            	
              Oncoscience shall make such
      records and accounts available, on reasonable notice, for inspection
      during business hours by an independent chartered accountant nominated by
      CIMYM for the purpose of verifying the accuracy of any statement or report
      given by Oncoscience to CIMYM under Clause 7.6. The accountant shall be
      required to keep confidential all information learnt during any such
      inspection, and to disclose to CIMYM only such details as may be necessary
      to report on the accuracy of Oncoscience’s statement or report. CIMYM
      shall be responsible for the accountant’s charges unless the accountant
      certifies that there is an inaccuracy of more than 5% (five percent) in
      any royalty statement, in which case Oncoscience shall pay his charges in
      respect of that inspection. If the inspection shows that Oncoscience owes
      a payment to CIMYM under this Agreement, Oncoscience shall promptly make
      such payment.

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    
      	
              7.7.3

            	
              Oncoscience shall ensure that
      CIMYM has the same rights as those set out in this Clause 7.7 in respect
      of any Affiliate or sub-licensee of Oncoscience that is sub-licensed under
      Licensed Intellectual Property pursuant to this
      Agreement.

            


    

    


    
      	
              8.

            	
              Diligence

            


    

    


    
      	
              8.1

            	
              Oncoscience shall use Diligent
      and Reasonable Efforts to develop and commercially exploit Licensed
      Product to the maximum extent throughout the Territory. Without limiting
      Oncoscience’s obligations under the previous sentence of this Clause 8.1,
      Oncoscience shall develop and commercially exploit Licensed Product in
      accordance with the Development and Commercialisation
      Plan.

            


    

    


    
      	
              8.2

            	
              If CIMYM considers at any time
      during the period of this Agreement that Oncoscience has without
      legitimate reason failed to comply with its obligations under Clause 8.1,
      CIMYM shall be entitled to refer to an independent expert the following
      questions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              whether Oncoscience has complied
      with such obligations; and if
not

            


    

    


    
      	
               
      

            	
              (b)

            	
              what specific action Oncoscience
      should have taken (“Specific Action”) in order to have so
      complied.

            


    

    


    
      	
              8.3

            	
              The independent expert shall be
      appointed in accordance with the provisions of Schedule 4 and his decision
      shall be final and binding on the
  Parties.

            


    

    


    
      	
              8.4

            	
              If the expert determines that
      Oncoscience has failed to comply with its obligations under this Clause 8,
      and if Oncoscience fails to take the Specific Action within 6 months of
      the expert giving his decision in accordance with Schedule 4, CIMYM shall
      be entitled, by giving, at any time within 3 months after the end of that
      6 month period, not less than 3 months’ notice to terminate this Agreement
      and the licences granted to Oncoscience under Clause
    6.

            


    

    


    
      	
              9.

            	
              Intellectual
      property

            


    

    


    
      	
              9.1

            	
              Obtain and
      maintain the Licensed Patent Rights. CIMYM shall, at its cost and
      expense:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Diligently seek to obtain valid
      patents in the name of CIM pursuant to each of the patent applications
      listed in Schedule 1; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              pay all renewal fees in respect
      of the Licensed Patent Rights as and when
  due;

            


    

    


    provided
that if CIMYM elects to abandon any such application or not to maintain any such
Licensed Patent (or cease funding such application or patent) it shall give 3
months’ prior written notice to Oncoscience and on the expiry of such notice
period CIMYM shall cause the patent or patent application in question to be
assigned to Oncoscience and CIM shall have no continuing rights under such
Licensed Patents. 

    


    
      	
              9.2

            	
              Obtain and
      maintain the Arising Patents. The Parties shall consult with
      one another in relation to the filing and maintenance of any Arising
      Patents in respect of any inventions made by Oncoscience, its Affiliates
      or sub-licensees that relate to any of the Licensed Intellectual Property
      or the Licensed Product (“Arising Inventions”). Oncoscience shall or shall
      ensure that its Affiliate or sub-licensee shall, at its own cost and
      expense:

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (a)

            	
              Diligently seek to obtain valid
      patents (in the name of the relevant Parties as specified in Clause 6.2.1)
      in respect of any Arising Inventions;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              pay all renewal fees in respect
      of the Arising Patents as and when
due;

            


    

    


    provided
that if Oncoscience its Affiliate or sub-licensee wishes to abandon any such
application or not to maintain any such Arising Patent (or to cease finding such
application or patent) Oncoscience shall give 3 months’ prior written notice to
CIMYM and on the expiry of such notice period Oncoscience shall cause the patent
or patent application in question to be assigned to CIM and Oncoscience shall
have no continuing rights under such Arising Patents.

    


    
      	
              9.3

            	
              Infringement
      of the Patents

            


    

    


    
      	
              9.3.1

            	
              Each Party shall inform the other
      Party promptly if it becomes aware of any infringement or potential
      infringement of any of the Patents in the Oncoscience Field and Territory,
      and the Parties shall consult with each other to decide the best way to
      respond to such
infringement.

            


    

    


    
      	
              9.3.2

            	
              Oncoscience shall be responsible,
      at its discretion, for taking action against infringers of the Licensed
      Patents in the Oncoscience Field and Territory at its sole expense, and it
      shall be entitled to retain any damages or other payments or benefits
      obtained by such action in the Oncoscience Field and Territory, after
      reimbursing CIMYM and CIMAB for any reasonable expenses incurred in
      assisting it in such action. If Oncoscience declines to take action, then
      CIMYM shall be entitled to take action against the third party at CIMYM’s
      sole expense and CIMYM shall be entitled to all damages or other sums
      received from such action, after reimbursing Oncoscience for any
      reasonable expenses incurred in assisting it in such action. If the
      alleged infringement is both within and outside the Oncoscience Field and
      Territory, the Parties shall also co-operate with CIMYM’s and CIMAB’s
      other licensees (if any) in relation to any such action and shall divide
      the costs of such action proportionately among Oncoscience and CIMYM’s and
      CIMAB’s other licensees who participate in such action. The apportionment
      of costs between licensees shall be decided by CIMYM, acting
      reasonably.

            


    

    


    
      	
              9.4

            	
              Infringement
      of third party rights

            


    

    


    
      	
              9.4.1

            	
              If any warning letter or other
      notice of infringement is received by a Party, or legal suit or other
      action is brought against a Party, alleging infringement of third party
      rights in the manufacture, use or sale of the Licensed Product or use of
      any Patents, that Party shall promptly provide full details to the other
      Party, and the Parties shall discuss the best way to
      respond.

            


    

    


    
      	
              9.4.2

            	
              CIMYM shall have the right but
      not the obligation to defend such suit and shall have the right to settle
      with such third party, provided that if any action or proposed settlement
      involves the making of any statement, express or implied, concerning the
      validity of any Patent, the consent of Oncoscience must be obtained before
      taking such action or making such settlement, such consent not to be
      unreasonably withheld or
delayed.

            


    


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    


    
      	
              9.5

            	
              Third party
      intellectual property. For the avoidance of doubt
      Oncoscience shall be solely responsible for obtaining and paying for any
      additional licences and other rights that may be required to enable
      Oncoscience, its Affiliates or sub-licensees to commercialise Licensed
      Product in the Territory. If the sale of TheraCIM h-R3 is found to
      infringe the intellectual property rights of a third party, and results in
      the payment of royalties or other compensation by Oncoscience (or its
      Affiliate or sub-licensee) to the third party, Oncoscience may reduce its
      royalty payments to CIMYM, the reduction to be in the amount of *% (*
      percent) of the royalties or other compensation paid to the third party in
      respect of sales of Licensed Product in the Territory, subject to the
      following conditions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The reduction shall not exceed *%
      (* percent) of Net Sales Value with respect to the country(ies) in the
      Territory for which payments are being made to the third party. For
      example, if in the absence of this Clause the royalty due from Oncoscience
      to CIMYM on the sale of a Licensed Product is *% (* percent) of Net Sales
      Value, the royalty following such deduction shall not be reduced below *%
      (* percent).

            


    

    


    
      	
               
      

            	
              (b)

            	
              Such reductions shall only be
      made where the third party liability arises from the use of the inventions
      claimed in the Licensed Patents and shall not be made in respect of any
      other inventions, improvements or other features that Oncoscience chooses
      to incorporate into the Licensed
Product.

            


    

    


    
      	
              9.6

            	
              Product
      names. Oncoscience
      shall be responsible for deciding, in consultation with CIMYM, the trade
      mark to be applied to the Licensed Product in the Oncoscience Field and
      Territory. Oncoscience will be responsible for applying for any such trade
      mark in the Territory at its sole cost. CIMYM acknowledges that it has no
      objection against the trade mark “Theraloc”. CIMYM will be responsible for
      applying for an international, non-proprietary name (“INN”) for the
      Licensed Product at its sole cost. Oncoscience acknowledges that it has no
      objection to the INN
“CIMAZUMAB”.

            


    

    


    
      	
              10.

            	
              Warranties and
      liability

            


    

    


    
      	
              10.1

            	
              Warranties by
      CIMYM. CIMYM
      warrants that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              subject to Clause 10.4, it is the
      owner or exclusive licensee of the Licensed Patent Rights;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              it has not done, and will not do
      nor agree to do during the continuation of this Agreement, any of the
      following things if to do so would be inconsistent with the exercise by
      Oncoscience of the rights granted to it under this Agreement,
      namely:

            


    

    


    
      	
               
      

            	
              (i)

            	
              grant or agree to grant any
      rights in the Licensed Patent Rights in the Oncoscience Field and
      Territory; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              assign, mortgage, charge or
      otherwise transfer any of the Licensed Patent Rights;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              it is not aware (but without
      having carried out any searches or investigations) that any third party
      (other than CIMYM’s licensor(s)) owns or claims any rights in the Licensed
      Patent Rights.

            


    


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

    


    
      	
              10.2

            	
              Warranty by
      Oncoscience.
      Oncoscience warrants and undertakes (a) that it has, and will continue to
      have sufficient financial and other resources to fulfil its obligations
      under this Agreement, and (b) that it has obtained all necessary
      authorisations from its supervisory board and investors to use such
      resources and fulfil such
obligations.

            


    

    


    
      	
              10.3

            	
              No other
      warranties

            


    

    


    
      	
              10.3.1

            	
              Each of Oncoscience and CIMYM
      acknowledges that, in entering into this Agreement, it does not do so in
      reliance on any representation, warranty or other provision except as
      expressly provided in this Agreement, and any conditions, warranties or
      other terms implied by statute or common law are excluded from this
      Agreement to the fullest extent permitted by
  law.

            


    

    


    
      	
              10.3.2

            	
              Without limiting the scope of
      Clause 10.3.1, CIMYM does not give any warranty, representation or
      undertaking:-

            


    

    


    
      	
               
      

            	
              (a)

            	
              as to the efficacy or usefulness
      of any of the Licensed Intellectual Property;
  or

            


    

    


    
      	
               
      

            	
              (b)

            	
              that any of the Licensed Patent
      Rights is or will be valid or subsisting or (in the case of an
      application) will proceed to grant;
or

            


    

    


    
      	
               
      

            	
              (c)

            	
              that the use of any of the
      Licensed Intellectual Property, the manufacture, sale or use of the
      Licensed Product or the exercise of any of the rights granted under this
      Agreement will not infringe any other intellectual property or other
      rights of any other person;
or

            


    

    


    
      	
               
      

            	
              (d)

            	
              that the Licensed Know-how or any
      other information or materials communicated or provided by CIMYM to
      Oncoscience under or in connection with this Agreement will produce
      Licensed Product of satisfactory quality or fit for the purpose for which
      Oncoscience intended; or

            


    

    


    
      	
               
      

            	
              (e)

            	
              as imposing any obligation on
      CIMYM to bring or prosecute actions or proceedings against third parties
      for infringement or to defend any action or proceedings for revocation of
      any of the Licensed Patent Rights;
or

            


    

    


    
      	
               
      

            	
              (f)

            	
              as imposing any liability on
      CIMYM in the event that any third party supplies Licensed Product to
      customers located in the
Territory.

            


    

    


    
      	
              10.4

            	
              Indemnity and
      insurance.
      Oncoscience shall indemnify and hold harmless CIMYM and (except as
      otherwise provided in any Supply Agreement) CIMAB and their respective
      Affiliates and their respective officers, employees, consultants, agents
      and representatives (the “Indemnitees”) against all third party Claims
      which may be asserted against or suffered by any of the Indemnitees and
      which relate to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the use of any Delivered Items;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              the manufacture, distribution,
      sale, supply or use of the Licensed Product or any other products or
      services which incorporate any Delivered
  Items,

            


    

    


    by or on
behalf of Oncoscience, its Affiliates or sub-licensees, or subsequently by any
third party, including without limitation claims based on product liability
laws. For the duration of this Agreement, Oncoscience shall, or shall ensure
that its sub-licensee shall, maintain clinical trials and product liability
insurance with a reputable insurer in an amount not less than the minimum amount
required by law or best industry practice in each country of the Territory (or,
in any country, if no such law or practice exists in that country, in an amount
of at least UK£5,000,000 (five million pounds sterling) per claim or series of
claims).


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

    


    
      	
              10.5

            	
              Liability. Subject to Clause 10.4, but
      notwithstanding any other provision of this Agreement, no Party shall be
      liable to any other Party to this Agreement in contract, tort, negligence,
      breach of statutory duty or otherwise for any loss, damage, costs or
      expenses of any nature whatsoever incurred or suffered by that other party
      or its Affiliates of an indirect or consequential nature including without
      limitation any economic loss or other loss of turnover, profits, business
      or goodwill.

            


    

    


    
      	
              11.

            	
              Duration and
      Termination

            


    

    


    
      	
              11.1

            	
              Commencement
      and Termination by Expiry. This Agreement, and the
      licences granted hereunder, shall come into effect on the Commencement
      Date and, unless terminated earlier in accordance with this Clause 11,
      shall continue in force on a country by country basis in the Territory
      until the latest of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The date on which all the
      Licensed Patents have expired or been revoked in that country without a
      right of further appeal, and

            


    

    


    
      	
               
      

            	
              (b)

            	
              The date on which any Orphan Drug
      Status for Licensed Product in that country has expired;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              The tenth anniversary of the date
      of the first commercial sale of Licensed Product in that country by
      Oncoscience, its Affiliate or sub-licensee or, if that country is part of
      the European Union, the tenth anniversary of the date of the first
      commercial sale of the Licensed Product in the European Union by
      Oncoscience, its Affiliate or
  sub-licensee;

            


    

    


    and on
such date this Agreement and the licences granted hereunder shall terminate
automatically by expiry.

    


    
      	
              11.2

            	
              Early
      termination

            


    

    


    
      	
              11.2.1

            	
              Oncoscience may terminate this
      Agreement at any time on 90 days notice in writing to
      CIMYM.

            


    

    


    
      	
              11.2.2

            	
              Without prejudice to any other
      right or remedy, either of CIMYM or Oncoscience may terminate this
      Agreement at any time by notice in writing to the other of them (“Other
      Party”), such notice to take effect as specified in the
      notice:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if the Other Party (which in the
      case of Oncoscience shall include any Affiliate or sub-licensee of
      Oncoscience) is in material breach of this Agreement and, in the case of a
      breach capable of remedy within 90 days, the breach is not remedied within
      90 days of the Other Party receiving notice specifying the breach and
      requiring its remedy; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              if the Other Party (which in the
      case of Oncoscience shall include any Affiliate or sub-licensee of
      Oncoscience) becomes insolvent, or if an order is made or a resolution is
      passed for the winding up of the Other Party (other than voluntarily for
      the purpose of solvent amalgamation or reconstruction), or if an
      administrator, administrative receiver or receiver is appointed in respect
      of the whole or any part of the Other Party’s assets or business, or if
      the Other Party makes any composition with its creditors or takes or
      suffers any similar or analogous action in consequence of debt;
      or

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (e)

            	
              if the first Phase II clinical
      trial for the Licensed Product in the Field in the Territory has not
      commenced within a period of two years after the Commencement Date;
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              if the first Regulatory Approval
      for marketing the Licensed Product in the Field in the Territory is not
      obtained within a period of five years after the Commencement
      Date.

            


    

    


    
      	
              11.2.3

            	
              CIMYM may forthwith terminate
      this Agreement by giving written notice to Oncoscience if Oncoscience or
      its Affiliate or sub-licensee commences legal proceedings, or assists any
      third party to commence legal proceedings, to challenge the validity of
      any of the Patents.

            


    

    


    
      	
              11.2.4

            	
              The Parties acknowledge and agree
      that Oncoscience’s remedy for any breach by CIMAB of its obligations under
      Clause 5 shall be as set out in Clause 5.4 or in any Supply Agreement that
      CIMAB and Oncoscience may execute pursuant to Clause 5.5. Accordingly,
      breach of Clause 5 shall not entitle any Party to terminate this
      Agreement.

            


    

    


    
      	
              11.3

            	
              Consequences
      of termination

            


    

    


    
      	
              11.3.1

            	
              Upon termination of this
      Agreement for any reason otherwise than in accordance with Clause
      11.1:

            


    

    


    
      	
               
      

            	
              (a)

            	
              If termination occurs afler the
      first commercial sale of Licensed Product, Oncoscience and its
      sub-licensees shall be entitled to sell, use or otherwise dispose of
      (subject to payment of royalties under Clause 7.1 or 7.2) any unsold or
      unused stocks of the Licensed Product for a period of 6 months following
      the date of termination; and if termination occurs prior to the first
      commercial sale of Licensed Product, Oncoscience shall forthwith return
      all such stocks of Licensed Product and Licensed Know-how to CIMYM free of
      charge;

            


    

    


    
      	
               
      

            	
              (b)

            	
              subject to paragraph (a) above,
      Oncoscience shall no longer be licensed to use or otherwise exploit in any
      way, either directly or indirectly, any of the Licensed Intellectual
      Property;

            


    

    


    
      	
               
      

            	
              (c)

            	
              subject to paragraph (a) above,
      Oncoscience shall consent to the cancellation of any formal licence
      granted to it, or of any registration of it in any register, in relation
      to any of the Licensed Patent
Rights;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the provisions of the following
      clauses shall continue in force without limit of time, except that the
      continuing obligations under Clause 4, referred to in paragraph (i) below,
      shall survive for a period of 5 years from the termination of this
      Agreement:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Clauses 4.3 (except that
      Oncoscience shall not have any continuing right to use Licensed Know-how
      or any other information received from CIMYM or CIMAB), 4.4(a) (subject to
      Clause 4.5) (and no further disclosure may be made by Oncoscience under
      Clause 4.7);

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              Clause 7 (in respect of sales of
      Licensed Product made prior to termination, or after termination under the
      first part of Clause 11.3.1(a));
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Clause 10.3 and 12;
      and

            


    

    


    
      	
               
      

            	
              (e)

            	
              subject as provided in this
      Clause 11.3.1 and 11.3.2, and except in respect of any accrued rights,
      neither Party shall be under any further obligation to the
      other.

            


    

    


    
      	
              11.3.2

            	
              Upon termination of this
      Agreement for any reason otherwise than in accordance with Clause 11.1 and
      at CIMYM’s request, Oncoscience shall, without charge to, or other
      obligation on the part of,
CIMYM:

            


    

    


    
      	
               
      

            	
              (a)

            	
              transfer to CIMYM exclusively all
      clinical and other data relating to the development of Licensed
      Product;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to the extent possible, seek to
      have any Regulatory Approvals (including without limitation product
      licences and pricing approvals) and other permits and applications
      transferred into the name of CIMYM or its
  nominee;

            


    

    


    
      	
               
      

            	
              (c)

            	
              grant CIMYM an exclusive,
      worldwide licence, with the rights to grant sub-licences, under all
      Arising Intellectual Property and any improvements and other intellectual
      property owned or controlled by Oncoscience relating to Licensed Product;
      and

            


    

    


    
      	
               
      

            	
              (d)

            	
              grant CIMYM or its nominee the
      right to continue to use any product name that had been applied to the
      Licensed Product prior to termination of this
      Agreement.

            


    

    


    
      	
              12.

            	
              General

            


    

    


    
      	
              12.1

            	
              Force
      majeure. Neither
      Party shall have any liability or be deemed to be in breach of this
      Agreement for any delays or failures in performance of this Agreement
      which result from circumstances beyond the reasonable control of that
      Party, including without limitation labour disputes involving that Party.
      The Party affected by such circumstances shall promptly notify the other
      Party in writing when such circumstances cause a delay or failure in
      performance and when they cease to do
so.

            


    

    


    
      	
              12.2

            	
              Language and
      Amendment. This
      Agreement is made in the English language and may only be amended in the
      English language in writing signed by duly authorised representatives of
      the Parties. In the event of any conflict in meaning between the English
      language version and any translation of this Agreement, the English
      language version shall
prevail.

            


    

    


    
      	
              12.3

            	
              Assignment
      and third party rights.

            


    

    


    
      	
              12.3.1

            	
              Subject to Clause 12.3.2 below,
      no Party shall assign, mortgage, charge, or otherwise transfer any rights
      or obligations under this Agreement, nor any of the Patents or rights
      under the Patents, without the prior written consent of the
      Parties.

            


    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


    
      	
              12.3.2

            	
              With the prior written consent of
      the other Parties, a Party may assign all its rights and obligations under
      this Agreement together with its rights in the Patents to any company to
      which it transfers all or substantially all of its assets or business in
      the Field, provided that the assignee undertakes to the other Party to be
      bound by and perform the obligations of the assignor under this
      Agreement.

            


    

    


    
      	
              12.4

            	
              Waiver. No failure or delay on the part
      of either Party to exercise any right or remedy under this Agreement shall
      be construed or operate as a waiver thereof, nor shall any single or
      partial exercise of any right or remedy preclude the further exercise of
      such right or remedy.

            


    

    


    
      	
              12.5

            	
              Invalid
      clauses. If any
      provision or part of this Agreement is held to be invalid, amendments to
      this Agreement may be made by the addition or deletion of wording as
      appropriate to remove the invalid part or provision but other wise retain
      the provision and the other provisions of this Agreement to the maximum
      extent permissible under applicable
law.

            


    

    


    
      	
              12.6

            	
              No
      Agency. Neither
      Party shall act or describe itself as the agent of the other, nor shall it
      make or represent that it has authority to make any commitments on the
      other’s behalf.

            


    

    


    
      	
              12.7

            	
              Interpretation. In this
      Agreement:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the headings are used for
      convenience only and shall not affect its
      interpretation;

            


    

    


    
      	
               
      

            	
              (b)

            	
              references to persons shall
      include incorporated and unincorporated persons; references to the
      singular include the plural and vice versa; and references to the
      masculine include the
feminine;

            


    

    


    
      	
               
      

            	
              (c)

            	
              references to Clauses and
      Schedules mean clauses of, and schedules to, this
      Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              references to any Party shall
      include their permitted successors and permitted
      assignees;

            


    

    


    
      	
               
      

            	
              (e)

            	
              references to any licence shall
      mean, where the context requires, a
  sub-licence;

            


    

    


    
      	
               
      

            	
              (f)

            	
              where the word “including” is
      used, it shall be understood as meaning “including without limitation”;
      and

            


    

    


    
      	
               
      

            	
              (g)

            	
              references to the grant of
      “exclusive” rights shall mean that the person granting the rights shall
      neither grant the same rights (in the same Field and Territory and in
      respect of the same Licensed Product) to any other person, nor exercise
      those rights directly to the extent that and for as long as the Licensed
      Product is within Valid Claims of unexpired Licensed Patent Rights or, to
      the extent that the Licensed Product is protected by Licensed Know-how
      that have not become known and available to the public, for a period of 10
      years from the first commercial sale of Licensed Product in any part of
      the Territory.

            


    

    


    
      	
              12.8

            	
              Notices

            


    

    


    
      	
              12.8.1

            	
              Any notice to be given under this
      Agreement shall be in writing and shall be sent by first class mail, air
      mail or by courier, or by fax (confirmed by first class mail or air mail)
      to the address of the relevant Party set out at the head of this
      Agreement, or to the relevant fax number set out below, or such other
      address or fax number as that Party may from time to time notify to the
      other Party in accordance with this Clause 12.8. The fax numbers of the
      Parties are as follows:

            


    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Party

                	 
      	
                  Fax
      number

                
	 
      	 
      	 
      
	
                  CIMYM

                	 
      	
                  001
      905 629 4959

                
	
                  CIMAB

                	 
      	
                  0053
      7273 3509

                
	
                  Oncoscience

                	 
      	
                  0049
      4103 1808 820

                


        

      

    

    


    
      	
              12.8.2

            	
              Notices sent as above shall be
      deemed to have been received three working days after the day of posting
      (in the case of inland first class mail or national courier), or seven
      working days after the date of posting (in the case of air mail or
      international courier), or on the next working day after transmission (in
      the case of fax messages, but only if a transmission report is generated
      by the sender’s fax machine recording a message from the recipient’s fax
      machine, confirming that the fax was sent to the number indicated above
      and confirming that all pages were successfully
      transmitted).

            


    

    


    
      	
              12.9

            	
              Law and
      Jurisdiction. The
      validity, construction and performance of this Agreement shall be governed
      by English law. Any dispute arising out of or in connection with this
      Agreement, including any question regarding its existence, validity or
      termination, shall be referred to and finally resolved by arbitration by a
      single arbitrator in London under the Rules of the London Court of
      International Arbitration (the “Rules”), which Rules are deemed to be
      incorporated by reference into this clause. The language to be used in the
      arbitral proceedings shall be English. The arbitrator shall be chosen by
      the Parties or, failing agreement as to the choice of arbitrator within 28
      days of one Party requesting that an arbitrator by chosen, appointed in
      accordance with the Rules. However, nothing in this Agreement shall
      prevent a Party from seeking an interim injunction in any court of
      competent jurisdiction.

            


    

    


    
      	
              12.10

            	
              Further
      action. Each Party
      agrees to execute, acknowledge and deliver such further instruments, and
      do all further similar acts, as may be necessary or appropriate to carry
      out the purposes and intent of this
  Agreement.

            


    

    


    
      	
              12.11

            	
              Announcements. Neither Party shall make any
      press or other public announcement concerning any aspect of this
      Agreement, or make any use of the name of the other Party in connection
      with or in consequence of this Agreement, without the prior written
      consent of the other Party, except as may be required by law or by the
      rules of any stock exchange on which either Party is listed. The Parties
      shall agree a form of press release for issue on signature of this
      Agreement.

            


    

    


    
      	
              12.12

            	
              Entire
      agreement. This
      Agreement, including its Schedules, sets out the entire agreement between
      the Parties relating to its subject matter and supersedes all prior oral
      or written agreements, arrangements or understandings between them
      relating to such subject matter. The Parties acknowledge that they are not
      relying on any representation, agreement, term or condition that is not
      set out in this Agreement. Nothing in this Agreement excludes liability
      for fraud.

            


    

    


    
      	
              12.13

            	
              Third party
      rights. Each of the
      persons identified as Indemnitees in Clause 10.4 may in his own right
      enforce the provisions of those respective Clauses. Except as provided in
      the previous sentence of this Clause 12.12, this Agreement is not made for
      the benefit of, nor shall any of its provisions be enforceable by, any
      person other than the parties to this Agreement and their respective
      successors and permitted
assignees.

            


    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

    


    
      	
              12.14

            	
              Non-compete. Oncoscience warrants,
      represents, acknowledges and agrees, in respect of it and its Affiliates
      that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              they do not have any interest in
      any technology that competes with the Licensed Intellectual Property, nor
      is any of them engaged in any research or development activities with
      respect to any product that would compete with the Licensed Products;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              for as long as this Agreement
      remains in force, they will not enter into any agreement with any Person
      other than CIMAB or CIMYM for the development or marketing of any product
      that is, or contains, (i) any other anti-EGF-receptor inhibitor, (ii) any
      product or component or sequence of EGF-R, EGF-R ligands, or any small
      tyrosine kinase inhibitor.

            


    

    


    
      	
              12.15

            	
              Amendment and
      Restatement. The
      Original Agreement is hereby terminated. This Agreement supersedes, and
      amends and restates the Original
  Agreement.

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    Agreed by the Parties through
their authorised signatories:

    


    For and
on behalf of CIMYM,
Inc.

    


    
      
        
          
            
              
                	
                        [ILLEGIBLE]  

                      	 
      	
                          

                      
	
                        signed

                      	 
      	
                        signed

                      
	 
      	 
      	 
      
	
                        [ILLEGIBLE]

                      	 
      	
                          

                      
	
                        print
      name

                      	 
      	
                        print
      name

                      
	 
      	 
      	 
      
	
                        Chair
      & CEO

                      	 
      	
                          

                      
	
                        title

                      	 
      	
                        title

                      
	 
      	 
      	 
      
	
                        Aug
      27/2007

                      	 
      	
                          

                      
	
                        date

                      	 
      	
                        date

                      


              

            

          

        

      

    

    


    For and
on behalf of CIMAB
S.A.

    


    
      
        
          
            
              
                
                  
                    	
                            [ILLEGIBLE]

                          	 
      	
                              

                          
	
                            signed

                          	 
      	
                            signed

                          
	 
      	 
      	 
      
	
                            [ILLEGIBLE]

                          	 
      	
                              

                          
	
                            print
      name

                          	 
      	
                            print
      name

                          
	 
      	 
      	 
      
	
                            General
      Manager

                          	 
      	
                              

                          
	
                            title

                          	 
      	
                            title

                          
	 
      	 
      	 
      
	
                            14/09/2007

                          	 
      	
                              

                          
	
                            date

                          	 
      	
                            date

                          


                  

                

              

            

          

        

      

    

    


    

     

    For and
on behalf of Oncoscience
AG

    


    
      
        
          
            
              
                	
                        /s/
      F. Bach 

                      	 
      	
                           

                      
	
                        signed

                      	 
      	
                        signed

                      
	 
      	 
      	 
      
	
                        F.
      BACH

                      	 
      	
                           

                      
	
                        print
      name

                      	 
      	
                        print
      name

                      
	 
      	 
      	 
      
	
                        CEO

                      	 
      	
                           

                      
	
                        title

                      	 
      	
                        title

                      
	 
      	 
      	 
      
	
                        [ILLEGIBLE]

                      	 
      	
                           

                      
	
                        date

                      	 
      	
                        date

                      


              

            

          

        

      

    

     

    

     

    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    Schedule
1

    


    Licensed
Patent Rights

    


    The
patents and patent applications listed in this Schedule are, or may become,
relevant to this Agreement, but they also contain other rights not licensed
under this Agreement. Thus their inclusion here is limited to the extent if any
that they would protect the exploitation of Licensed Product for use within the
Field.

    


    Monoclonal Antibodies
Recognizing the Epidermal Growth Factor Receptor, Cells and Methods for Their
Production and Compositions Containing Them (mR3)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Country

                                    	 	
                                      Filing 

                                      Date

                                    	 	
                                      Serial No.

                                    	 	
                                      PubIn 

                                      Date

                                    	 	
                                      Publn 

                                      No.

                                    	 	
                                      Issue 

                                      Date

                                    	 	
                                      Patent 

                                      No.

                                    
	
                                      Europe1

                                    	 	
                                      18 Aug 93

                                    	 	93202428.4	 	
                                      09 Mar 94

                                    	 	586002	 	
                                      Granted

                                    	 	586002


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    [territories
of grant within Europe to be confirmed by CIMYM to Oncoscience]

    


    Humanized
and Chimeric Antibodies for EGF Receptor Used in Diagnosis and Therapy of
Tumours (hR3)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Country

                                  	 
      	
                                    Filing 

                                    Date2

                                  	 
      	
                                    Serial No.

                                  	 
      	
                                    Publn 

                                    Date

                                  	 
      	
                                    Publn 

                                    No.

                                  	 
      	
                                    Issue 

                                    Date

                                  	 
      	
                                    Patent 

                                    No.

                                  
	
                                    Europe*

                                  	 
      	
                                    15 Nov 95

                                  	 
      	
                                    95203126.8

                                  	 
      	
                                    22 May 96

                                  	 
      	
                                    712,863

                                  	 
      	
                                    Granted

                                  	 
      	
                                    712,863

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    *
Validated in Austria, Belgium, Switzerland, Liechtenstein, Germany, Spain,
France, United Kingdom, Italy, Ireland

     

      
        

      

    

    1 Priority
of 18 Aug 92 based on CU 100/92, and 01 Mar 93 based on CU
17/93

    2 Priority
of 18 Nov 94 based on CU 128/94


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

    


    Schedule
2

    Licensed
Know-how

    


    All
documentation that has been submitted by YM Biosciences, Inc. to the Health
Protection and Food Branch of the Department of Health and Welfare of Canada in
connection with an application for an IND for the Licensed Product in Canada,
together with clinical trial data generated by CIMAB.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

    


    Schedule
3

    Initial
Development and Commercialisation Plan

    


    Part A:
Initial Development Programme

    


    The
development programme will include:

    


    
      	
               
      

            	
              1.

            	
              A registration study in glioma.
      It is provisionally estimated that enrolment will be in the range of 80 –
      100 patients.

            


    

    


    
      	
               
      

            	
              2.

            	
              A pilot study in paediatric brain
      tumours. It is provisionally estimated that enrolment will be in the range
      of 6 – 10 patients.

            


    

    


    
      	
               
      

            	
              3.

            	
              A registration study in
      paediatric brain tumours. It is provisionally estimated that enrolment
      will be in the range of 60 – 80
patients.

            


    

    


    
      	
               
      

            	
              4.

            	
              A pilot study in metastatic
      pancreatic cancer. It is provisionally estimated that enrolment will be in
      the range of 14 – 20
patients.

            


    

    


    
      	
               
      

            	
              5.

            	
              Application for Orphan Drug
      Status for the Product with the
EMEA.

            


    

    


    Subject
to availability of clinical trial materials, regulatory approvals and ethical
votum, it is
anticipated that recruitment for the above studies will commence as
follows:

     

    Item 2
will commence on January 15, 2004. Items 1, 3 and 4 above will commence on April
1, 2004.

    


    The date
for submission of item 5 will be assessed based on the receipt by Oncoscience of
the documentation that has been submitted to the Health Protection and Food
Branch of the Canadian Department of Health and Welfare


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

    


    Schedule
4

    Appointment
of expert

    


    1.
Pursuant to Clause 8.3, CIMYM may serve notice on Oncoscience (“Referral
Notice”) that it wishes to refer to an expert (the “Expert”) the questions set
out in Clause 8.2.

    


    2. CIMYM
and Oncoscience (in this Schedule, the “parties”) shall agree the identity of a
single independent, impartial Expert to determine such questions. In the absence
of such agreement within 30 days of the Referral Notice, each party shall
appoint its own expert adviser, and the two appointed expert advisers shall
together appoint an independent, impartial Expert and such Expert shall alone
resolve the questions referred to in paragraphs 1 and 2 above.

    


    3. 60
days after the giving of a Referral Notice, both parties shall exchange
simultaneously statements of case in no more than 10,000 words, in total, and
each side shall simultaneously send a copy of its statement of case to the
Expert.

    


    4. Each
party may, within 30 days of the date of exchange of statement of case pursuant
to paragraph 3 above, serve a reply to the other side’s statement of case of not
more than 10,000 words. A copy of any such reply shall be simultaneously sent to
the Expert.

    


    5. The
Expert shall make his or her decision on the said questions on the basis of
written statements and supporting documentation only and there shall be no oral
hearing. The Expert shall issue his or her decision in writing within 30 days of
the date of service of the last reply pursuant to paragraph 4 above or, in the
absence of receipt of any replies, within 60 days of the date of exchange
pursuant to paragraph 3 above.

    


    6. The
Expert’s decision shall be final and binding on the parties.

    


    7. The
Expert’s charges shall be borne by the parties in such proportions as the Expert
shall decide.

    


    8. All
documents referred to in this schedule shall be in the English
language.


    
      
         


      

      
        33