Exhibit 10.4


 


CONFIDENTIAL TREATMENT
REQUESTED. Confidential portions of this document have been redacted and have been separately filed with the Commission. 


 


EXCLUSIVE
LICENSE AGREEMENT


 


BETWEEN


 


THE REGENTS OF THE UNIVERSITY OF CALIFORNIA


 


AND


 


MUSTANG BIO, INC.


 


FOR


 


UCLA Case
No. * : “Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies


for Cancer Targeting”


 


AND


 


UCLA Case No. * : “High Affinity
Anti-Prostate Stem Cell Antigen (PSCA)

 Antibodies for Cancer Targeting and Detection”


 





 






*Confidential material redacted and filed
separately with the Commission.


 




     


    	 	 	CONFIDENTIAL



    




 


EXCLUSIVE
LICENSE AGREEMENT


TABLE OF CONTENTS


 


	ARTICLE	 	PAGE NUMBER
	 	 	 	 
	recitals	 	1
	1.	Definitions	 	1
	2.	grant	 	6
	3.	SUBLICENSES	 	7
	4.	fees	 	9
	5.	royalties	 	10
	6.	diligence	 	12
	7.	PATENT FILING, PROSECUTION AND MAINTENANCE	 	12
	8.	patent infringement	 	14
	9.	PROGRESS AND ROYALTY REPORTS	 	16
	10.	BOOKS AND RECORDS	 	17
	11.	LIFE OF THE AGREEMENT	 	17
	12.	TERMINATION by the regents	 	18
	13.	termination by licensee	 	18
	14.	disposition of licensed products on hand upon termination	 	18
	15.	patent marking	 	18
	16.	USE OF NAMES AND TRADEMARKS	 	19
	17.	LIMITED WARRANTY	 	19
	18.	INDEMNIFICATION	 	19
	19.	limitation of liability	 	21
	20.	NOTICES	 	21
	21.	assignability	 	22
	22.	LATE PAYMENTS	 	23
	23.	waiver	 	23
	24.	failure to perform	 	23
	25.	GOVERNING LAW	 	23
	26.	GOVERNMENT APPROVAL or registration	 	23
	27.	compliance with LAWS	 	24
	28.	preference for united states industry	 	24
	29.	FORCE MAJEURE	 	24
	30.	confidentiality	 	24
	31.	MISCELLANEOUS	 	25
	32.	COUNTERPARTS AND EXECUTION	 	26


 


Appendix
A


APPENDIX B


APPENDIX C


 




     


    	 	 	CONFIDENTIAL



    

 


EXCLUSIVE
LICENSE AGREEMENT


 


THIS EXCLUSIVE
LICENSE AGREEMENT AND THE ATTACHED APPENDICES A, B, C, AND D (collectively, the “Agreement”) is made
and is effective as of March 17, 2017 (the “Effective Date”) between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
(“The Regents”), a California corporation having its corporate offices located at 1111 Franklin Street, Oakland,
California 94607-5200, acting through The Technology Development Group of the University of California, Los Angeles, located at
10889 Wilshire Boulevard, Suite 920, Los Angeles, CA 90095-7191, and MUSTANG BIO, INC. (“Licensee”),
a Delaware corporation having a principal place of business at 2 Gansevoort, 9th Floor, New York, NY 10014.


 


RECITALS


 


WHEREAS, certain invention(s), generally
characterized as


 


		1.	UCLA Case No. * :
“Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting”; and



 


		2.	UCLA Case No. * : “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for
Cancer Targeting and Detection”



 


(the “Inventions”) were
made in the course of research at the University of California, Los Angeles by Anna Wu, Robert E. Reiter, Eric J. Lepin, James
D. Marks, and Yu Zhou, (“Inventors”), and are claimed in Regents’ Patent Rights, as defined below;


 


WHEREAS,
the Inventors are employees of The Regents and as such
are obligated to assign their right, title
and interest in and to the Inventions to The Regents;


 


WHEREAS, UCLA Case Nos. * and * were developed
with United States Government funds, and The Regents has elected title thereto and granted royalty-free nonexclusive licenses to
the United States Government on March 6, 2009 and March 5, 2010, respectively, as required under 35 U.S.C. §200-212;


 


WHEREAS, Licensee is a “small
business concern” as defined in 15 U.S.C. §§632; and


 


WHEREAS, The Regents wishes that Regents’
Patent Rights be developed and utilized to the fullest extent so that the benefits can be enjoyed by the general public.


 


The parties
agree as follows:


 


1.     DEFINITIONS


 


		1.1	“Affiliate” means any business entity in which Licensee owns or controls, directly
or indirectly, at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors. In any
country where the local law does not permit foreign equity participation of at least fifty percent (50%), then “Affiliate”
means any business entity in which Licensee owns or controls, directly or indirectly, the maximum percentage of outstanding stock
or voting rights that is permitted by local law.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	1	 



    	 	 	CONFIDENTIAL



    

  


		1.2	“BLA” means a biologics license application submitted to the FDA prior to marketing
a pharmaceutical product as required under the United States Federal Food, Drug and Cosmetic Act and the regulations promulgated
thereunder, or the substantive equivalent of such BLA as required by a given Regulatory Authority outside the United States prior
to marketing and selling a pharmaceutical product in such Regulatory Authority’s country.



 


		1.3	“Combination Product” means a product which comprises (a) a Licensed Product
(the “Licensed Product Component”), and (b) at least one other pharmacologically active ingredient, which, if
administered or used independently of the Licensed Product, would have a therapeutic effect (the “Non-Licensed Product
Component”). Combination Products are also Licensed Products and therefore references to Licensed Products in the definitions
in this Agreement (such as in the definition of Net Sales, Final Sales, etc.) also refer to Combination Products.



 


		1.4	“Commercialization” has the meaning set forth in Paragraph 6.1 of this
Agreement.



 


		1.5	“Commercially Reasonable Efforts” means, with respect to the efforts to be expended
pertaining to the commercialization of a Licensed Product, those diligent, reasonable, good faith efforts to accomplish such objective
as such party would normally use to accomplish a similar objective under similar circumstances. For the avoidance of doubt, "Commercially
Reasonable Efforts" shall not include (a) halting commercialization of, or otherwise shelving, a Licensed Product for the
purpose of pursuing another of Licensee's (or Sublicensee's as the case may be) products not covered by Regents' Patent Rights
or (b) discontinuing all development, manufacturing, marketing and selling of such Licensed Product for a period of greater than
twenty-four (24) months.



 


		1.6	“Covered” means that the use, manufacture, sale, offer for sale, development,
commercialization or importation of the subject matter in question by an unlicensed entity would infringe a Valid Claim of a Patent
Right; provided that infringement of any Valid Claim of a pending patent application shall be determined as if such Valid Claim
were issued or granted.



 


		1.7	“Customer” means any individual or entity that receives Licensed Products or
Licensed Methods, provided however, that Licensee or Sublicensee shall be deemed a Customer only if it receives Licensed Products
or Licensed Methods that are not intended for further sale, transfer, lease, exchange or other disposition.



 


		1.8	“FDA” means the United States Food and Drug Administration or any successor
entity thereto.



 


		1.9	“Field of Use” *. 




 


		1.10	“Final Sale” means any sale, transfer, lease, exchange or other disposition
or provision of a Licensed Product and/or a Licensed Method to a Customer by Licensee or a Sublicensee.  A Final Sale will
be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to such Licensed
Product and/or Licensed Method to a Customer, (b) the shipment of such Licensed Product to a Customer, (c) the provision of a Licensed
Method to a Customer, (d) the provision of an invoice for such Licensed Product or Licensed Method to a Customer, or (e) payment
by the Customer for Licensed Products or Licensed Methods. Exchange of Licensed Products between Licensee and a Sublicensee is
not a Final Sale if the Licensed Product is intended for further sale, transfer, lease, exchange or other disposition, in which
case the Final Sale will be deemed to have occurred upon sale, transfer, lease, exchange or other disposition or provision of Licensed
Product by Licensee or Sublicensee to a Customer. In addition, none of the following shall constitute a Final Sale (and no royalty
shall be owing hereunder with respect to any of the following): (x) transfer by Licensee or a Sublicensee of Licensed Product at
no cost solely for use in, or for purposes of, a clinical study, clinical trial, or as a free sample in product promotion; and
(y) use by Licensee, its Affiliates or Sublicensees of Product for their internal research purposes.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	2	 



    	 	 	CONFIDENTIAL



    




 


		1.11	“First Commercial Sale” means the first sale of any Licensed Product by Licensee
or a Sublicensee, following approval of its marketing by the appropriate governmental agency for the country in which the sale
is to be made. When governmental approval is not required, “First Commercial Sale” means the first sale in that country.



 


		1.12	“IND” means an investigational new drug application submitted to the FDA prior
to the commencement of human clinical testing of a pharmaceutical product as required under the United States Federal Food, Drug
and Cosmetic Act and the regulations promulgated thereunder, or the substantive equivalent of such IND application as required
by a given Regulatory Authority outside the United States prior to commencing clinical testing of a pharmaceutical product in human
subjects in such Regulatory Authority’s country.



 


		1.13	“Joint Venture” means any separate entity established pursuant to an agreement
between a third party and Licensee and/or a Sublicensee, in which the separate entity manufactures, uses, purchases, sells or acquires
Licensed Products from Licensee or a Sublicensee.



 


		1.14	“Licensed Method” means any process, service, or method Covered by a Valid Claim
within Regents’ Patent Rights or whose use or practice would, absent the license granted under this Agreement, constitute
an infringement, inducement of infringement or contributory infringement of any Valid Claim within Regents’ Patent Rights.



 


		1.15	“Licensed Product” means any article, composition, apparatus, substance, chemical,
or any other material Covered by a Valid Claim within Regents’ Patent Rights or whose manufacture, import use, offer for
sale, or sale would, absent the license granted under this Agreement, constitute an infringement, inducement of infringement or
contributory infringement of any Valid Claim within Regents’ Patent Rights, or any service, article, composition, apparatus,
chemical, substance or any other material made, used or sold by or utilizing or practicing a Licensed Method. This definition of
Licensed Product also includes a service either used by Licensee or a Sublicensee or provided by Licensee or a Sublicensee to a
Customer when such service requires the use of Licensed Product or performance of a Licensed Method.



 


		1.16	“Minimum Annual Royalty” has the meaning set forth in Paragraph 5.3 of this
Agreement.



 


		1.17	“NDA” means a new drug application submitted to the FDA prior to marketing a
pharmaceutical product as required under the United States Federal Food, Drug and Cosmetic Act and the regulations promulgated
thereunder, or the substantive equivalent of such NDA as required by a given Regulatory Authority outside the United States prior
to marketing and selling a pharmaceutical product in such Regulatory Authority’s country.



 


		1.18	“Net Sales” means the total of the gross amount invoiced or otherwise charged
(whether consisting of cash or any other forms of consideration) for all Final Sales, less the following deductions (to the extent
included in and not already deducted from the gross amount invoiced or otherwise charged) to the extent reasonable and customary: (i)
cash, trade or quantity discounts actually granted to Customers; (ii) sales, use, tariff, import/export duties or other excise
taxes imposed on particular sales, and value added taxes (“VAT”) to the extent that such VAT is incurred and
not reimbursed, refunded, or credited under a tax authority; (iii) bad debts actually written off, as applied on a consistent basis;
(iv) shipping, handling, freight, postage, insurance and transportation charges; (v) administrative fees paid to group purchasing
organizations (e.g., Medicare) and government-mandated rebates; and (vi) sales returns, allowances or credits to Customers because
of rejections or returns.  Income taxes are not an allowed deduction under Net Sales. If Licensee, a Sublicensee, development
partner or Joint Venture is a Customer, then Licensee will pay royalties on Net Sales based on the total gross amount normally
charged to other Customers in arm’s length transactions.



 




    	 	3	 



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If the Licensed
Product or Licensed Method is a component of a Combination Product, such Combination Product is deemed to be the Licensed Product
for purposes of this Agreement.


 


Likewise, if
Licensee or a Sublicensee receives a Licensed Product for incorporation into another product intended for sale, transfer, lease
or other disposition, then, for the purposes of this Agreement, the Licensed Product is such product intended for sale, transfer,
lease, or other disposition by Licensee or a Sublicensee, and such product intended for sale, transfer, lease, or other disposition
by Licensee or a Sublicensee is also a Combination Product for purposes of this Agreement.


 


With respect
to Combination Products, Net Sales means the gross amount invoiced or otherwise charged for the Final Sale by Licensee (or Sublicensee
as the case may be) of such Combination Product, multiplied by a proration factor. This proration factor shall be determined as
follows:


 


		1.18a	If the Licensed Product Component(s) and the Non-Licensed
Product Component(s) were both sold separately from each other during one or more of the immediately preceding ten (10) years,
the proration factor shall be determined by the formula [A/(A+B)], where A is the average over the past ten years of the gross
selling price of the Licensed Product Component sold separately and B is the average over the past ten years of the gross selling
price of the Non-Licensed Product Component(s);



 


		1.18b	If the Licensed Product Component(s) and the Non-Licensed Product Component(s) were not both sold
separately from each other during one or more of the immediately preceding ten (10) years but the Licensed Product Component was
sold separately during one or more of the immediately preceding ten (10) years, the proration factor shall be determined by the
formula A/C, where A is the average over the past ten (10) years of the gross selling price of the Licensed Product Component sold
separately, and C is the invoice price of the Combination Product. 



 


		1.18c	If neither 1.18a or 1.18b applies, then the proration factor shall be determined in a consistent
and equitable manner that reflects the contribution of the Licensed Product Component to the payments received from Net Sales of
the Combination Product as the parties shall in good faith negotiate and agree.



 


With respect to 1.18(a)-(c) above,
in no case will the proration factor in 1.18(a)-(c) above be less than one half (0.5).


 


		1.19	“Patent Action” means the preparation, filing, prosecution and maintenance of
patent applications and patents in Regents’ Patent Rights. Prosecution includes, but is not limited to, reexaminations, interferences,
oppositions, and any other ex parte or inter partes matters originating in a patent office.



 


		1.20	“Patent Costs” means all documented out-of-pocket costs incurred by The Regents
for Patent Actions.



 


		1.21	“Phase I Clinical Trial” means any human clinical trial that has as its principal
purpose, and that is reasonably constituted to achieve, a preliminary determination of safety in human subjects, as required under
the United States Federal Food, Drug and Cosmetic Act and the regulations promulgated thereunder, or the substantive equivalent
of such Phase I Clinical Trial as required by a given Regulatory Authority outside the United States prior to marketing and selling
a Licensed Product in such Regulatory Authority’s country.



 




    	 	4	 



    	 	 	CONFIDENTIAL



    




 


		1.22	“Phase II Clinical Trial” means any human clinical trial that has as its principal
purpose, and that is reasonably constituted to achieve, a preliminary evaluation of clinical efficacy and safety, and/or to obtain
an indication of the dosage regimen in human subjects, as required under the United States Federal Food, Drug and Cosmetic Act
and the regulations promulgated thereunder, or the substantive equivalent of such Phase II Clinical Trial as required by a given
Regulatory Authority outside the United States prior to marketing and selling a Licensed Product in such Regulatory Authority’s
country.



 


		1.23	“Phase III Clinical Trial” means any human clinical trial that has as its principal
purpose, and that is reasonably constituted to achieve, establishing safety and efficacy in human subjects, as required under the
United States Federal Food, Drug and Cosmetic Act and the regulations promulgated thereunder, or the substantive equivalent of
such Phase III Clinical Trial as required by a given Regulatory Authority outside the United States prior to marketing and selling
a Licensed Product in such Regulatory Authority’s country.



 


		1.24	“Regents’ Patent Rights” means The Regents’
interest in any of the patent applications and patents listed in Appendix A (REGENTS’ PATENT RIGHTS) attached to this Agreement
and assigned to The Regents (UCLA Case Nos. * and * ); any continuing applications
thereof including divisions; but excluding continuations-in-part except to the extent of claims entirely supported in the specification
and entitled to the priority date of the parent application; any patents issuing on these applications including reissues, substitutions,
and patent extensions; and any corresponding foreign patents, patent applications and supplemental protection certificates; all
of which will be automatically incorporated in and added to Appendix A and made a part of this Agreement.



 


		1.25	“Regulatory Authority” means the FDA or its counterpart in Canada, Australia,
Japan, the United Kingdom or any country within the European Union.



 


		1.26	“Side Deal” means an arrangement, understanding, agreement, or transaction (collectively
“Deals”) between the Licensee and a third party Sublicensee and/or its affiliates, which Deal is not a Sublicense.



 


		1.27	“Sublicensee” means any person or entity (including any Affiliate or Joint Venture)
to which any of the rights granted to Licensee hereunder are sublicensed.



 


		1.28	“Sublicensing Income” means income received by Licensee in consideration for
a Sublicense or other agreement providing the right to negotiate or obtain a Sublicense. Sublicensing Income includes income received
from Sublicensees in consideration for the sublicensed Regents’ Patent Rights in the form of e.g. license issue fees, milestone
payments, and certain other payments but specifically excludes: (a) royalties on the sale or distribution of Licensed Products
or the practice of Licensed Methods; and (b) income received by Licensee as payment or reimbursement for research or development
costs at fair market value applied to the licensed Invention and conducted by or for Licensee, including costs of materials, equipment
or clinical testing.



 


		1.29	“Territory” means the jurisdictions where Regents’ Patent Rights exist.



 


		1.30	“Valid Claim” means (i) a claim of an issued patent that has not expired or
been held unenforceable or invalid by a final judgment or decision of a court or other government agency of competent jurisdiction
from which no appeal has been or can be taken, and which has not been admitted to be invalid or unenforceable through reissue,
disclaimer or the like, or (ii) a claim of a pending patent application that has not been abandoned or finally rejected without
the possibility of appeal or re-filing. For purposes of clarity, both (i) and (ii) are Valid Claims for purposes of this Agreement.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	5	 



    	 	 	CONFIDENTIAL



    




 


2.    GRANT


 


		2.1	Subject to the limitations set forth in this Agreement, The Regents hereby grants to Licensee,
and Licensee hereby accepts an exclusive (even as to The Regents, subject to Paragraph 2.3) license (with rights to sublicense
as further described in Paragraph 3.1) (the “License”) under Regents’ Patent Rights, in jurisdictions
where Regents’ Patent Rights exist, to make, have made, use, sell, offer for sale and import Licensed Products and to practice
Licensed Methods in the Field of Use to the extent permitted by law. Licensee will not make, use, have made, sell, offer for sale,
or import Licensed Products or practice Licensed Methods outside the Field of Use. For the avoidance of doubt, Affiliates and Joint
Ventures have no rights hereunder unless granted a Sublicense.



 


		2.2	The License is subject to all the applicable provisions of any license to the United States Government
executed by The Regents and is subject to any overriding obligations to the United States Federal Government under 35 U.S.C. §§200-212,
applicable governmental implementing regulations, and the U.S. Government sponsored research agreement or other guidelines.



 


		2.3	The Regents expressly reserves the right to: (a) use Regents’ Patent Rights and associated
technology for educational and research purposes, clinical research, (b) publicly disclose research results, (c) use Regents’
Patent Rights and associated technology to offer and perform clinical diagnostic and prognostic services, and (d) allow other non-profit
institutions to use Regents’ Patent Rights and associated technology for the same purposes as all of the foregoing.



 


If Licensee files a claim including
in any way the assertion that any portion of Regents’ Patent Rights is invalid or unenforceable where the filing is by Licensee,
a third party on behalf of Licensee, or a third party at the written urging of, or with the deliberate assistance of, the Licensee,
then, if such challenge fails, the royalty rate due hereunder will immediately double with no further notice from The Regents (any
such action, a “Patent Challenge”). The Parties agree, however, that, notwithstanding the foregoing, the following
actions or filings shall not constitute a Patent Challenge for purposes of this Agreement: (i) arguments and comments made by or
on behalf of Licensee, any Affiliate thereof, or any Sublicensee in its usual course of business with respect to prosecution of
Licensee’s, its Affiliates’, or any Sublicensees’ patents or patent applications in response to communications
from patent offices or Regulatory Authorities, provided that such arguments and comments are primarily directed at differentiating
Licensee’s, its Affiliates’, or any Sublicensees’ patents or patent applications as patentably distinct from
the Regents’ Patent Rights and not primarily aimed at questioning or contesting the validity, enforceability, patentability,
priority of invention or other claim to priority, or patent term adjustment of the Regents’ Patent Rights; (ii) arguments
and comments made by Licensee, any Affiliate thereof, or any Sublicensee in legal proceedings in defense of Licensee’s, its
Affiliates’, or any Sublicensees’ patents or patent applications, but only if an opposing party uses Regents’
Patent Rights to challenge the validity or enforceability of the defended patents or patent applications of Licensee, any Affiliate
thereof, or any Sublicensee, provided that such arguments and comments are primarily directed at differentiating Licensee’s,
its Affiliates’, or Sublicensees’ patents or patent applications as patentably distinct from the Regents’ Patent
Rights and not primarily aimed at questioning or contesting the validity, enforceability, patentability, priority of invention
or other claim to priority, or patent term adjustment of the Regents’ Patent Rights; (iii) any defenses, counterclaims, or
countersuits brought by a Sublicensee in response to a legal proceeding filed by or on behalf of Licensor or any licensee, sublicensee,
or transferee thereof with respect to any Regents’ Patent Rights against such Sublicensee with respect to an alleged or actual
infringement of Regents’ Patent Rights by such Sublicensee with respect to a product or service, other than a Product, not
intended for use in the Field (or the use or manufacture thereof) and where such Sublicensee does not expressly question or contest
the validity or enforceability of the Regents’ Patent Rights with respect to any Product or any other product or service
intended for use in the Field (or the use or manufacture thereof) (i.e., if such Sublicensee expressly contests the validity or
enforceability of the Regents’ Patent Rights with respect to any Product or other product or service intended for use in
the Field (or the use or manufacture thereof) ; (iv) if a non-Affiliate third party Sublicensee withdraws, files a dismissal with
prejudice, or takes any action having similar effect, with respect to any action or proceeding commenced by such Sublicensee in
any patent office, Governmental Authority, or court in which it challenged the validity or enforceability of any Regents’
Patent Rights within  thirty (30) days after the initial filing of such action or proceeding, and delivers a copy of such
withdrawal or dismissal with prejudice, or reasonable documentary evidence of any similar action having similar effect, to The
Regents within such thirty  (30) day period; or (v) any interference, opposition, re-examination or similar proceeding or
any other legal proceeding with a patent office, Regulatory Authority, or any court in which one or more claims or allegations
challenges the validity or enforceability of any Regents’ Patent Rights to the extent the party instituting, maintaining,
or furthering such action or proceeding is only actively engaged in the initiation, maintenance, or furthering thereof prior to
the date on which such party became an Affiliate of Licensee or Sublicensee, provided, that such Affiliate files a dismissal with
prejudice, or takes any action having similar effect, with respect to such action or proceeding commenced by such Affiliate within
thirty (30) days after becoming an Affiliate of Licensee, and delivers a copy of such withdrawal or dismissal with prejudice, or
reasonable documentary evidence of any similar action having similar effect, to The Regents within such thirty (30) day period.


 




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3.    SUBLICENSES


 


		3.1	The Regents hereby grants to Licensee the right to sublicense the rights granted to Licensee hereunder
(“Sublicenses”), and Licensee hereby accepts such right. All Sublicenses will: (i) be issued in writing, (ii)
include an express prohibition against issuing further sublicenses under any or all of Regents’ Patent Rights and (iii) to
the extent applicable include all of the rights of The Regents and require the performance of obligations due to The Regents (and,
if applicable, the U.S. Government under 35 U.S. C. §§201-212) contained in this Agreement. For the purposes of this
Agreement, and solely as between Licensee and The Regents hereunder, operations of Sublicensees performed under the purview of
their applicable Sublicenses are deemed to be the operations of Licensee, for which Licensee is responsible.



 


		3.2	Licensee must pay to The Regents a percentage of all Sublicensing Income according to the following:



 


		3.2a	*  Percent ( * %) of any Sublicensing Income
received under a Sublicense executed prior to the *;



 


		3.2b	* Percent ( * %) of any Sublicensing Income received under a Sublicense executed after the *; and



 


		3.2c	* Percent ( * %) of any Sublicensing Income received under a Sublicense executed after the *.



 


Licensee must pay such Sublicensing
Income to The Regents on or before the following dates:


 


		·	February 28 (for Sublicensing Income received by Licensee on or before the last day of the calendar
quarter ending December 31 of the prior year);



		·	May 31 (for Sublicensing Income received by Licensee on or before the last day of the calendar
quarter ending March 31);



		·	August 31 (for Sublicensing Income received by Licensee on or before the last day of the calendar
quarter ending June 30); and



 





 






*Confidential material redacted and filed
separately with the Commission.


 




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		·	November 30 (for Sublicensing Income received by Licensee on or before the last day of the calendar
quarter ending September 30).



 


		3.3	On Net Sales of Licensed Products sold or disposed of by a Sublicensee, Licensee must pay to The
Regents an earned royalty in accordance with Article 5 (ROYALTIES) as if these were Licensee’s Net Sales. Any royalties received
by Licensee in excess of royalties due to The Regents under this Paragraph 3.3 belong to Licensee.



 


		3.4	Licensee must provide to The Regents a copy of each Sublicense within thirty (30) days of execution
and is prohibited from entering into any Side Deal with a third party where such Side Deal intentionally dilutes, diverts, conceals
or misrepresents the amount of consideration paid to the Licensee in consideration for a Sublicense.



 


		3.5	Licensee will require that each Sublicensee provide Licensee with reports that are sufficiently
detailed to establish all amounts due to The Regents under this Agreement. Licensee will provide a copy of all such information
submitted to Licensee by Sublicensees relevant to the computation of the payments due to The Regents under this Agreement within
thirty (30) days after receipt of such information from such Sublicensee.



 


		3.6	Upon the termination of this Agreement, each agreement containing a Sublicense (a “Sublicense
Agreement”) which provides for its survival upon such termination shall survive termination, with The Regents as the
Sublicensee’s direct licensor, provided that:



 


		3.6a	the respective Sublicensee is not in material breach of its Sublicense Agreement, or if then in
such breach, cures such breach in accordance with the Sublicense Agreement;



 


		3.6b	such Sublicensee's payment obligations with respect to its exercise
of its surviving rights to the Regents’ Patent Rights (but not with respect to its exercise or enjoyment of any other rights
or assets) shall be the corresponding payment obligations set forth in this Agreement;



 


		3.6c	such Sublicensee delivers to The Regents, within ninety (90) days after termination of this Agreement,
a license agreement, executed by such Sublicensee and proposed thereby for execution by the Regents, that (a) is consistent with
the terms and conditions set forth in this Agreement with respect to The Regents’ Patent Rights, as reasonably modified to
be no greater in scope than the scope of the Sublicense granted to Sublicensee with respect to territory, duration/term of the
Sublicense, Licensed Products, Field of Use, etc. (e.g. if the Sublicensee's Sublicense, as in effect immediately prior to such
termination, included rights and obligations only with respect to a particular Licensed Product, country in the Territory, and/or
indication, the license agreement shall only include rights and obligations with respect to such a particular Licensed Product,
country in the Territory, and/or indication) (such a license agreement, a "New License Agreement"), provided
that (x) such New License Agreement shall not impose any obligations on such Sublicensee in excess of those obligations of Licensee
under this Agreement corresponding to such Sublicensee's rights to The Regents’ Patent Rights, and The Regents shall not
be entitled to impose any additional obligations on such Sublicensee as a condition to The Regents’ execution of a New License
Agreement therewith; and (y) The Regents shall not have any obligations or duties to such Sublicensee in excess of those obligations
or duties corresponding to, and consistent with, those of The Regents set forth in this Agreement with respect to the applicable
rights of such Sublicensee to the Regents’ Patent Rights;



 




    	 	8	 



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		3.6d	the rights of The Regents under the New License Agreement(s) will not be less than the rights of
The Regents under this Agreement, including all financial consideration and other rights of The Regents, and the duties of The
Regents under the New License Agreement(s) will not be greater than the duties of The Regents under this Agreement; and



 


		3.6e	The Regents shall promptly execute any New License Agreement, provided that all of the conditions
thereto for the benefit of The Regents in Paragraphs (3.6a) - (3.6d) above have been materially satisfied.



 


Prior to any such assignment,
Licensee will furnish to The Regents the completed licensee contact information form attached hereto as “APPENDIX C”
and incorporated herein by this reference.


 


4.    FEES


 


		4.1	Licensee will pay to The Regents a license issue fee of Two Hundred
Thousand  Dollars ($200,000.00)
within thirty (30) days after the Effective Date. This fee is non-refundable and is not an advance against royalties.



 


		4.2	For each Licensed Product reaching the milestones indicated below, Licensee must make the following
payments (“Milestone Payments”) to The Regents within thirty (30) days of reaching such milestone.  For
purposes of clarity such Milestone Payments are due from Licensee irrespective of whether the associated milestone listed below
was reached by Licensee itself or a third party acting on Licensee’s behalf or by a Sublicensee, Joint Venture or Affiliate.
Each of the Milestone Payments listed below is payable only one time, regardless of the number of times a milestone is achieved:



 


		4.2a	* Dollars ($ * ) upon *;



 


		4.2b	* Dollars ($ * ) upon *;



 


		4.2c	* Dollars ($ *) upon *;



 


		4.2d	* Dollars ($ * ) upon *;



 


		4.2e	* Dollars ($ * ) upon *;



 


		4.2f	* Dollars ($ * ) upon *;



 


		4.2g	* Dollars ($ * ) upon *.



 


		4.3	Licensee must pay to The Regents the license maintenance fee (“License Maintenance Fee”)
set forth below beginning on the one-year anniversary date of the Effective Date of this Agreement and continuing annually on each
anniversary date of the Effective Date.



 


	Anniversary Date
    of the Agreement Effective Date	 	License Maintenance
    Fee
	 	 	 
	* and *	 	* Dollars ($ * )
	* and *	 	* Dollars ($ * )
	* and each subsequent anniversary date	 	* Dollars ($ * )


  


 






Includes confidential
material redacted in the publicly-filed copy of the Agreement.


 




    	 	9	 



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The maintenance fee will not
be due and payable on any anniversary date of the Effective Date if on that date Licensee is commercially selling a Licensed Product
and paying an earned royalty to The Regents on the sales of that Licensed Product. The license maintenance fees are non-refundable
and are not an advance against royalties.


 


5.    ROYALTIES


 


		5.1	Licensee must pay to The Regents an earned royalty at the rate of
* percent ( * %) of Net Sales for Net Sales less than * US Dollars ($ * ) for each
calendar year and * percent ( * %) of Net Sales that exceed * US Dollars ($ * ) for the same calendar year (“Earned Royalty”).
This Earned Royalty will accrue for the duration of this Agreement.



 


		5.2	Licensee must pay Earned Royalties owed to The Regents on a quarterly basis. Licensee must pay
such Earned Royalties on or before the following dates:



 


		·	February 28 (for any Final Sales that took place on or before the last day of the calendar quarter
ending December 31 of the prior year);



		·	May 31 (for any Final Sales that took place on or before the last day of the calendar quarter ending
March 31);



		·	August 31 (for any Final Sales that took place on or before the last day of the calendar quarter
ending June 30); and



		·	November 30 (for any Final Sales that took place on or before the last day of the calendar quarter
ending September 30).



 


		5.3	Licensee must pay to The Regents the following minimum annual royalties (referred to below as “Minimum
Annual Royalty”) during each of the following calendar years (measured relative to the calendar year in which there was
a First Commercial Sale, and referred to below as “Calendar Years after FCS”) for the life of this Agreement:



 


	Calendar Years
    after FCS	 	Minimum Annual
    Royalty
	 	 	 
	*	 	* Dollars ($ * )
	* and *	 	* Dollars ($ * )
	* and *	 	* Dollars ($ * )


 


Licensee must pay the Minimum
Annual Royalty for a given Calendar Year after FCS to The Regents on or before February 28 of such Calendar Year after FCS. The
Minimum Annual Royalty for a given Calendar Year after FCS will be credited against the Earned Royalty due and owing with respect
to Net Sales made during the calendar year in which such Minimum Annual Royalty was paid. By way of example, if FCS took place
on February 1, 2008, the first Calendar Year After FCS would be 2009 and the Minimum Annual Royalty would be due on or before February
28, 2009.


 


		5.4	All monies due The Regents must be paid in United States funds. With respect to sales of Licensed
Products in a currency other than United States Dollars, the royalties due The Regents will first be determined in the foreign
currency of the country in which the Licensed Products were sold and, second, converted into equivalent United States Funds by
using the applicable conversion rates for buying and selling United States dollars for such foreign currency as published by Reuters
on the final business day of the quarter in which such sales were made.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




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		5.5	Any tax for the account of The Regents required to be withheld by Licensee under the laws of any
foreign country must be promptly paid by Licensee for and on behalf of The Regents to the appropriate governmental authority. Licensee
will use its best efforts to furnish The Regents with proof of payment of any tax. Licensee is responsible for all bank transfer
charges. All payments made by Licensee in fulfilment of The Regents’ tax liability in any particular country will be credited
against fees or royalties due The Regents for that country.



 


		5.6	If at any time legal restrictions prevent the acquisition or prompt remittance of United States
Dollars by Licensee with respect to any country where a Licensed Product is sold, Licensee shall pay royalties due to The Regents
from Licensee’s other sources of United States Dollars.



 


		5.7	If any patent or any claim included in Regents’ Patent Rights is held invalid or unenforceable
in a final decision by a court of competent jurisdiction from which no appeal has or can be taken, all obligation to pay royalties
based on that patent or claim or any claim patentably indistinct from it will cease as of the date of that final decision. Licensee
will not, however, be relieved from paying any royalties that accrued before that decision or that is based on another patent or
claim not involved in that decision.



 


		5.8	No royalties will be collected or paid on Licensed Products sold to the United States Federal Government
or any agency of the United States Government. Licensee and its Sublicensee will reduce the amount charged for Licensed Products
distributed to the United States Government by the amount of the royalty.



 


		5.9	For the avoidance of doubt, in no event will the provisions of
this Paragraph 5.9 apply to Net Sales subject to reduction for Combination Product. If (a) a
Licensed Product is Covered by a claim of any patent(s) or patent application(s) owned, licensed, or controlled by a non-Affiliate
third party (other than The Regents) in the Territory, and Licensee, an Affiliate thereof, or any Sublicensee licenses such patent(s)
or patent application(s); or (b) Licensee, an Affiliate thereof, or any Sublicensee reasonably determines that it is necessary
or advisable to obtain a license to any patent(s) or patent application(s) owned, licensed, or controlled by a non-Affiliate third
party (other than The Regents) in order to minimize, mitigate, or avoid the risk of infringement-related litigation with respect
to the manufacture, use, Commercialization or development of a Licensed Product in the Territory (“Third Party Royalty”),
then Licensee shall be entitled to deduct * percent
( * %) of the consideration actually paid to any such non-Affiliate third party for any such rights in a particular country from
any payments due to The Regents under Section 5.3 of this Agreement, provided that:



 


		(i)	Prior to giving effect to the reduction contemplated by this Paragraph 5.9, the sum of such Third Party Royalty rate and the
Earned Royalty rate set forth in Paragraph 5.1 is equal to, or greater than, * percent ( * %);



 


		(ii)	On an ongoing basis and prior to reduction of any Earned Royalty due The Regents under this Agreement
for a given calendar quarter, Licensee first provides written evidence to The Regents of Licensee’s royalty obligations to
such non-Affiliate third party for such calendar quarter demonstrating that such royalty obligation is in consideration for patent
rights owned or controlled by such non-Affiliate third party without a license to which Licensee would infringe such non-Affiliate
third party patent rights in the manufacture, use, import, offer for sale, or sale of a Licensed Product; and



 


		(iii)	Amounts payable will not be reduced, with respect to any calendar quarter, below * percent ( *%)
of the amounts otherwise due to The Regents with respect to such calendar quarter without such offset.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




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6.    DILIGENCE


 


		6.1	Upon execution of this Agreement, Licensee must use Commercially Reasonable Efforts to earnestly
and diligently (a) develop Licensed Products and Licensed Methods; (b) bring to market Licensed Products and Licensed Methods;
and (c) manufacture and sell Licensed Products and Licensed Methods in quantities sufficient to meet the market demands for them
(all of the foregoing collectively “Commercialization”). For purposes of clarity, the requirements under the
foregoing subsection (b) and (c) shall continue to apply after a First Commercial Sale. The Regents agrees that the activities
of Sublicensees and contractors with respect to Licensed Products shall be deemed to be performance by Licensee of its diligence
obligations.



 


		6.2	The Regents has the right and option to either terminate this Agreement or reduce Licensee’s
exclusive license to a nonexclusive license if Licensee fails to perform any of the terms in Paragraph 6.1 or this Paragraph 6.2.
This right, if exercised by The Regents, supersedes the rights granted in Article 2 (GRANT).



 


		6.2a	Licensee will enroll first patient in a * Clinical Trial for a Licensed Product or Licensed
Method within * ( * ) years of the Effective Date.



 


		6.2b	Licensee will enroll first patient in a * Clinical Trial for a Licensed Product or Licensed Method
within * ( * ) years of the Effective Date.



 


		6.2c	Licensee will enroll first patient in a * Clinical Trial for a Licensed Product or Licensed Method
within * ( * ) years of the Effective Date.



 


		6.2d	Licensee will obtain approval to * or * from a Regulatory Authority within * ( * ) years of the
Effective Date.



 


		6.3	Without limiting Licensee’s obligations under Paragraphs 6.1 and 6.2 of this Agreement, Licensee
has the sole discretion for making all decisions as to how to Commercialize any Licensed Product.



 


7.      PATENT
FILING, PROSECUTION AND MAINTENANCE


 


		7.1	Patent Prosecution



 


		7.1a	Regents’ Patent Rights will be held in the name of The Regents and obtained with counsel
of The Regents’ choice. The Regents shall control all Patent Actions and all decisions with respect to Patent Actions and
will reasonably consider any comments or suggestions by Licensee with respect to Patent Actions. The Regents is entitled to take
action to preserve rights and minimize costs whether or not Licensee has commented, and will use reasonable efforts to file, prosecute
and maintain Regents’ Patent Rights and to not allow any Regents’ Patent Rights for which Licensee is licensed and
is underwriting the costs of to lapse or become abandoned without Licensee’s written authorization under this Article 7,
except for the filing of continuations, divisionals, or the like that substitute for the lapsed application. The Regents shall
have no requirement to file, prosecute, or maintain Regents’ Patent Rights if Licensee is more than * ( * ) days overdue
to pay at least * dollars ($ * ) in invoiced Patent Cost obligations as set forth in this Article 7 and does not cure such breach.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




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		7.1b	The Regents will (a) furnish the Licensee with copies of all correspondence relating to the Regents’
Patent Rights from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all
proposed responses to such correspondence in time for Licensee to review and comment on such response; (b) give Licensee an opportunity
to review the text of each patent application relating to Regents’ Patent Rights before filing; (c) consult with Licensee
with respect thereto; and (d) supply Licensee with a copy of the application as filed, together with notice of its filing date
and serial number. The Regents shall give Licensee the opportunity to provide comments on and make requests of The Regents concerning
the preparation, filing, prosecution, protection and maintenance of the Regents’ Patent Rights, and shall reasonably consider
such comments and requests.



 


		7.1c	Licensee has the right to request Patent Actions via a written request to The Regents ninety (90)
days prior to the deadline set by the patent office in the territory such Patent Action is to take place in (a “Patent
Prosecution Request”). The absence of a given Patent Prosecution Request by such deadline will be considered an election
not to secure the patent rights associated with the specific phase of patent prosecution in such territory (“Abandoned
Patent Rights”), and such Abandoned Patent Rights will not be part of Regents’ Patent Rights and therefore not
subject to this Agreement, and Licensee will have no further rights or license to them. The Regents will have the right to file
patent applications at its own expense in any territory with respect to Abandoned Rights.



 


		7.2	Past Patent Costs



 


Licensee will bear all Patent
Costs incurred prior to the term of this Agreement of approximately *  Dollars ($ * ) (“Past Patent
Costs”). Licensee must send payment for such Past Patent Costs to The Regents within thirty (30) days of Licensee’s
receipt of an invoice for these costs.


 


		7.3	Ongoing Patent Costs



 


Licensee will bear all Patent
Costs incurred during the term of this Agreement (“Ongoing Patent Costs”) and shall pay in advance The Regents’
patent counsel’s estimated costs for undertaking a Patent Action, which estimates The Regents will share with Licensee, before
The Regents authorizes its patent counsel to proceed (“Advanced Payment”). Fees and expenses that are due to
incidentals (for example photocopy charges or long distance phone charges) are not included within such estimate unless expressly
so stated, nor is Licensee’s interaction with The Regents’ counsel such as by phone calls, e-mails, and in person meetings.
The absence of this Advanced Payment will be considered an election not to secure the patent rights associated with the specific
phase of patent prosecution in such territory, and such patent application(s) and patent(s) will not be part of Regents’
Patent Rights and therefore not subject to this Agreement, and Licensee will have no further rights or license to them.


 


		7.4	Termination of Patent Prosecution by Licensee
	 	 	 



		7.4a	Licensee may terminate its obligations with respect to any or all of Regents’ Patent Rights
by providing written notice to The Regents (“Patent Termination Notice”). Termination of Licensee’s obligations
with respect to such patent application or patent will be effective three (3) months after receipt of such Patent Termination Notice
by The Regents. The Regents will use reasonable efforts to curtail Patent Costs chargeable to Licensee under this Agreement after
this Patent Termination Notice is received by The Regents. The Regents may continue prosecution or maintenance of these application(s)
or patent(s) at its sole discretion and expense, and such application(s) and patent(s) will not be part of Regents’ Patent
Rights and therefore not subject to this Agreement, and Licensee will have no rights or license to them.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




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		7.5	Patent Extensions
	 	 	 



		7.5a	Licensee will apply for an extension of the term of any patent included within The Regents’
Patent Rights, if appropriate in Licensee’s reasonable discretion after discussion with The Regents, under the Drug Price
Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts. Licensee shall prepare
all documents, and The Regents agrees to execute the documents and to take additional action as Licensee reasonably requests in
connection therewith. Licensee will be liable for all documented out-of-pocket costs relating to such application.



 


		7.5b	If either party (in the case of The Regents, the licensing officer responsible for administration
of this Agreement) receives notice pertaining to the infringement or potential infringement of any issued patent included with
Regents’ Patent Rights under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts
of this law) then that party shall within ten (10) days notify the other party after receipt of such notice of infringement.



 


8.    PATENT
INFRINGEMENT


 


		8.1	In the event that The Regents (to the extent of the actual knowledge of the licensing professional
responsible for the administration of this Agreement) or Licensee learns of infringement of any Regents’ Patent Rights licensed
under this Agreement, the knowledgeable party will provide the other with (i) written notice of such infringement and (ii) evidence
of such infringement available to it (the “Infringement Notice”). During the period in which, and in the jurisdiction
where, Licensee has exclusive rights under this Agreement, except as set forth below, neither The Regents nor Licensee will notify
a third party (including the infringer) of infringement or put such third party on notice of the existence of any Regents’
Patent Rights without first meeting, either in-person or by teleconference, within fifteen (15) business days of receipt of the
respective Infringement Notice to discuss a reasonable plan of action (the “Infringement Meeting”). Notwithstanding
the foregoing, in the event the Infringement Meeting does not occur within fifteen (15) business days following the date of receipt
of the respective Infringement Notice, (a) Licensee shall be permitted to notify third parties (including the infringer) of such
infringement and/or put such third party on notice of the existence of any Regents’ Patent Rights, and (b) if Licensee provides
any such notice to a third party within thirty (30) days following the date of the respective Infringement Notice, Licensee shall
notify The Regents of the same at or prior to the time Licensee provides such notice to a third party. If, before the earlier of
the Infringement Meeting or the expiration of the above-mentioned fifteen (15) business day period, Licensee puts such infringer
on notice of the existence of any Regents’ Patent Rights with respect to such infringement without first obtaining the written
consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, then Licensee’s
right to initiate a suit against such infringer for infringement under Paragraph 8.2 below will terminate immediately without the
obligation of The Regents to provide notice to Licensee. Both The Regents and Licensee will use their diligent efforts to cooperate
with each other to terminate such infringement without litigation.



 




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    	 	 	CONFIDENTIAL



    

  


		8.2	Licensee shall have the exclusive, first and primary right, but not
the obligation, to institute suit, prosecute and control any action or proceeding with respect to such infringement against the
infringer, provided that (i) Licensee shall not institute a suit against the infringer with respect to such infringement prior
to the respective Infringement Meeting unless such Infringement Meeting does not occur within fifteen (15) business days
following the date of the respective Infringement Notice, and (ii) Licensee shall provide ten (10)
days’ prior written notice to The Regents if it is going to institute such a suit within thirty (30) days following the date
of the respective Infringement Notice. Subject to Article 8.6, Licensee shall be free to enter into a settlement, consent judgment,
or other voluntary disposition with respect to any such action. The Regents may voluntarily join such suit at its own expense,
but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s
suit or any judgment rendered in the suit. Licensee may not join The Regents in a suit initiated by Licensee without The Regents’
prior written consent, such consent subject to the approval of the UC Board of Regents. The Regents will support any such request
made to the UC Board of Regents, and will make best efforts to ensure a prompt response to such request.. If The Regents is joined
in any litigation instituted by Licensee, then Licensee will pay any documented costs incurred by The Regents arising out of such
suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit.



 


		8.3	If, within one eighty (180) days following the date the Infringement Notice is received, infringing
activity of potential commercial significance by the infringer has not been abated and if Licensee has not brought suit against
the infringer or taken other legal action to abate such infringement, then The Regents may institute suit for patent infringement
against the infringer. If The Regents institutes such suit, then Licensee may not join such suit without The Regents’ consent
and may not thereafter commence suit against the infringer for acts of infringement that are subject to The Regents’ suit
or any judgment rendered in that suit. The Regents shall not join Licensee in a suit initiated by The Regents’ without Licensee’s
prior written consent.



 


		8.4	Any recovery or settlement received in connection with any suit will first be shared by The Regents
and Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or Licensee to cover any
litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by Licensee, any recovery in
excess of litigation costs will be shared between Licensee and The Regents as follows:



 


The Regents will receive *
percent ( * %) of the recovery, except for any portion of the recovery or settlement attributable and paid as enhanced damages
for willful infringement, for which The Regents will receive * percent ( * %) of the recovery.


 


			In any suit initiated by The Regents in conformity with the provisions of this Article 8, any recovery
in excess of litigation costs will belong to The Regents. The Regents and Licensee agree to be bound by all final and non-appealable
determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in
a suit brought in compliance with this Article 8 (PATENT INFRINGEMENT).



 


		8.5	Licensee’s rights under this Article 8 may be exercised by its Sublicensees to the extent
provided in the applicable Sublicense Agreement.



 


		8.6	Any agreement made by Licensee for purposes of settling litigation or other dispute shall comply
with the requirements of Article 3 (SUBLICENSES) of this Agreement. No settlement, consent judgment or other voluntary disposition
of any action described in this Article 8 shall (i) materially limit the scope, validity, or enforceability of patents included
in the Regents’ Patent Rights or (ii) admit fault or wrongdoing on the part of The Regents or Licensee, without the prior
written approval of the Regents and Licensee, which, such approval not to be unreasonably withheld.



 


		8.7	Each party will cooperate with the other in litigation proceedings instituted hereunder but at
the expense of the party who initiated the suit (unless such suit is being jointly prosecuted by the parties).



 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	15	 



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		8.8	Any litigation proceedings will be controlled by the party bringing the suit, except that The Regents
may be represented by counsel of its choice in any suit brought by Licensee.



 


9.     PROGRESS
AND ROYALTY REPORTS


 


		9.1	Beginning January 31, 2018, and thereafter until the First
Commercial Sale of a Licensed Product, Licensee must submit to The Regents annual progress
reports summarizing Licensee’s (and any Affiliates’, Joint Ventures’, and Sublicensees’) activities related
to the development and testing of all Licensed Products and the obtaining of the governmental approvals necessary for marketing.



 


		9.2	Each progress report must include all of the following for each semi-annual period:



 


		9.2a	Summary of work completed.



		9.2b	Key scientific discoveries.



		9.2c	Summary of work in progress.



		9.2d	Current schedule of anticipated events or milestones.



		9.2e	An updated listing of any and all Sublicenses granted by Licensee or any Sublicensees.



		9.2f	The names and addresses of all Sublicensees, and a current and valid phone number and e-mail address
for a principal point of contact at each such Sublicensee who is responsible for administering the Sublicense.



		9.2g	Number of company employees.



 


		9.3	After the First Commercial Sale of each Licensed Product, Licensee must submit quarterly royalty
reports to The Regents by February 28, May 31, August 31 and November 30 of each year (i.e., within sixty (60) days from the end
of each calendar quarter). Licensee will state in its royalty report if it had no sales of any Licensed Product in the applicable
quarter. Each royalty report must cover Licensee’s and all Sublicensees’ activities for most recently completed calendar
quarter and shall include the completed Royalty Statement attached hereto as “APPENDIX B” and incorporated herein
by this reference, showing:



 


		9.3a	Number of each Licensed Product sold by Licensee and any Sublicensees and the corresponding commercial
name of each such Licensed Product;



		9.3b	Gross sales, Final Sales and Net Sales of each Licensed Product made by Licensee and any Sublicensees;



		9.3c	Earned Royalties payable to The Regents;



		9.3d	The method and currency exchange rates (if any) used to calculate the Earned Royalty based on Net
Sales;



		9.3e	A specification of all deductions and their dollar value that were taken to arrive at Net Sales;



		9.3f	A list of all countries in which Licensed Products are being manufactured; and



		9.3g	Date of First Commercial Sale (this need only be reported in the first royalty report following such First Commercial Sale).



 


		9.4	The Regents shall have the right to terminate this Agreement in accordance with Article 12 (TERMINATION
BY THE REGENTS) if Licensee does not provide progress reports and royalty reports in accordance with this Article 9.



 


		9.5	Because of the provisions under 35 U.S.C. §41(h), Licensee must notify The Regents if Licensee
or any of its Sublicensees ceases to be a small entity (as defined by the United States Patent and Trademark Office).



 




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10.      BOOKS
AND RECORDS


 


		10.1	Licensee must keep accurate books and records necessary to verify
the accuracy of payments hereunder. Licensee must preserve such books and records for at least five (5) years from the date of
the royalty payment to which they pertain. Such books and records will be open, not more than once per calendar year, to examination
by representatives or agents of The Regents during regular office hours to verify the accuracy of payments hereunder, provided
that such accountant first enters into a nondisclosure agreement at least as restrictive as Article 30 (CONFIDENTIALITY) of this
Agreement with Licensee. The auditor will be prohibited, and shall not disclose any information to The Regents other than whether
(i) the payments made hereunder were not accurate and (ii) if such payments were not accurate, the amount of the inaccuracy. Licensee
will pay documented fees and expenses of such audit if an underpayment of more than * percent
( * %) of the total payments due The Regents within a given year under this Agreement is discovered (in each case pursuant to the
final, non-appealable determination of a court of competent jurisdiction), otherwise The Regents will pay the fees and expenses
of inspections. Payment owed by Licensee hereunder for underpayment of royalties will be due within thirty (30) days of the later
of the termination of The Regent’s audit or court determination, and payment by Licensee for any examination costs incurred
by The Regents will be due within thirty (30) days from the date of The Regents’ invoice. If the accountant discovers an
overpayment of amounts due hereunder, Licensee may credit the amount of such overpayment against future royalty payments that may
be due and payable to The Regents. All information accessed or received by an accountant in connection with this Paragraph 10.1
shall be deemed confidential information of Licensee in accordance with Article 30.



 


11.     LIFE
OF THE AGREEMENT


 


		11.1	Unless otherwise terminated by operation of law or by acts of the parties in accordance with the
terms of this Agreement, the term of this Agreement (the “Term”) shall commence on the Effective Date recited
on page one and remain in effect until there are no Valid Claims of Regents’ Patent Rights.



 


		11.2	Upon termination of this Agreement, Licensee will have no further right to make, have made, use
or sell any Licensed Product except as provided in Article 14 (DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION).



 


		11.3	Any expiration or termination of this Agreement will not affect the rights and obligations set
forth in the following Articles:



 





	Article 1	DEFINITIONS;
	Paragraph 3.6	Survival of Sublicenses;
	Article 10	BOOKS AND RECORDS;
	Article 14	DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION;
	Article 16	USE OF NAMES AND TRADEMARKS;
	Article 17	LIMITED WARRANTY;
	Article 18	INDEMNIFICATION;
	Article 19	LIMITATION OF LIABILITY;
	Article 24	FAILURE TO PERFORM;
	Article 25	GOVERNING LAWS; and
	Article 30	CONFIDENTIALITY.







 





 






*Confidential material redacted and filed
separately with the Commission.





 




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12.     TERMINATION
BY THE REGENTS


 


		12.1	If Licensee violates or fails to perform any material term of this Agreement, then The Regents
may give written notice of the default (“Notice of Default”) to Licensee. If Licensee does not repair such default
within sixty (60) days after receipt by Licensee of the Notice of Default (“Period to Cure”), then The Regents
has the right to terminate this Agreement and the License by a second written notice (“Notice of Termination”)
to Licensee. If The Regents sends a Notice of Termination to Licensee, then this Agreement automatically terminates on the effective
date of this notice. Termination does not relieve Licensee of its obligation to pay any monies owed at the time of the Termination
Effective Date, and does not impair any accrued right of The Regents.



 


13.     TERMINATION
BY LICENSEE


 


		13.1	Licensee has the right at any time to terminate this Agreement in whole or with respect to any
portion of Regents’ Patent Rights by giving written notice to The Regents. This notice of termination will be subject to
Article 20 (NOTICES) and will be effective thirty (30) days after the effective date of the notice (“Termination Effective
Date”).



 


		13.2	Any termination in accordance with Paragraph 13.1 does not relieve Licensee of any obligation or
liability accrued prior to termination. Nor does termination rescind anything done by Licensee or any payments made to The Regents
prior to the effective date of termination. Termination does not affect in any manner any rights of The Regents arising under this
Agreement prior to termination.



 


14.     DISPOSITION OF LICENSED PRODUCTS 

ON HAND UPON TERMINATION


 


		14.1	Upon termination of this Agreement by Licensee, Licensee may continue to sell any previously made
Licensed Products during the one hundred eighty (180) days following the Termination Effective Date.



 


		14.2	Upon termination of this Agreement by The Regents for (i) failure to pay patent costs per the terms
of this Agreement, or (ii) failure to provide progress or royalty reports in the form and at the times specified in this Agreement,
Licensee may continue to sell all previously made Licensed Products during the one hundred eighty (180) days following the effective
date of the Notice of Termination. Licensee will not have this right if this Agreement is terminated for any other causes.



 


		14.3	Licensee must submit royalty reports on the sale of Licensed Products allowed under this Article
14 in accordance with Article 9 (PROGRESS AND ROYALTY REPORTS) and must pay royalties on such sales at the same rate and at the
same time provided in this Agreement for royalties on sales of Licensed Products made during the term of this Agreement.



 


		14.4	Except as set forth in this Article 14 (DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION),
Licensee will not otherwise make, sell, offer for sale, or import Licensed Products after termination of this Agreement by Licensee
or The Regents.



 


15.    PATENT
MARKING


 


		15.1	Licensee shall comply with all patent marking laws applicable to Licensed Products made, used or
sold under the terms of this Agreement, or their containers. Licensee shall be responsible for all monetary and legal liabilities
arising from or caused by failure to abide by applicable patent marking laws.



 




    	 	18	 



    	 	 	CONFIDENTIAL



    

  


16.     USE
OF NAMES AND TRADEMARKS


 


		16.1	Licensee will not use any name, trade name, trademark or other designation of The Regents’
or its employees (including contraction, abbreviation or simulation of any of the foregoing) in advertising, publicity or other
promotional activity. Unless required by law, Licensee is expressly prohibited from using the name “The Regents of the University
of California” or the name of any campus of the University of California in advertising, publicity, or other promotional
activity, without written permission of The Regents.



 


17.    LIMITED
WARRANTY


 


		17.1	The Regents represents and warrants that it has the lawful right to grant the licenses granted
hereunder to Licensee.



 


		17.2	This license and the associated invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT
ANY LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.



 


		17.3	Nothing in this Agreement will be construed as:



 


		17.3a	A warranty or representation by The Regents as to the validity or scope of any Regents’ Patent
Rights.



 


		17.3b	A warranty or representation that anything made, used, sold or otherwise disposed of under any
license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarks or any other forms of
intellectual property rights or tangible property rights of third parties.



 


		17.3c	Obligating The Regents to bring or prosecute actions or suits against third parties for patent,
copyright or trademark infringement except as provided in Article 8 (PATENT INFRINGEMENT).



 


		17.3d	Conferring by implication, estoppel or otherwise any license or rights under any patents of The
Regents other than Regents’ Patent Rights as defined herein, regardless of whether such patents are dominant or subordinate
to Regents’ Patent Rights.



 


		17.3e	Obligating The Regents to furnish any know-how not provided in Regents’ Patent Rights.



 


18.    INDEMNIFICATION


 


		18.1	To the maximum extent permitted by law, Licensee will, and will require its Sublicensees to, indemnify,
hold harmless and defend The Regents, The Regents’ officers, employees, and agents, the sponsors of the research that led
to the Invention, the inventors of the patents and patent applications in Regents’ Patent Rights and their respective employers
(the “Indemnitees”)from and against any and all liability, claims, suits, losses, damages, costs, fees and expenses
resulting from or arising out of exercise of this license or any Sublicense; provided, however, that Licensee and Sublicensees
will have no obligations under this Paragraph 18.1 with respect to claims, demands or actions arising out of an Indemnitee’s
gross negligence, intentional misconduct or breach of this Agreement. Indemnification includes but is not limited to products liability.
If The Regents, in its sole discretion, believes that there will be a conflict of interest or it will not otherwise be adequately
represented by counsel chosen by Licensee to defend The Regents in accordance with this Paragraph 18.1, then The Regents may retain
counsel of its choice to represent it, and Licensee will pay all documented expenses for such representation. Licensee’s
agreement to indemnify, defend, and hold harmless under this Section 18.1 is conditioned upon the Indemnitee (a) providing written
notice to Licensee of any claim, demand or action arising out of the indemnified matter as soon as reasonably possible; (b) permitting
Licensee (or Sublicensee, as the case may be) to assume control over the investigation of, preparation and defense against, and
settlement or voluntary disposition of any such claim, demand or action; (c) assisting the Licensee (or Sublicensee, as the case
may be), in the investigation, preparation, defense, and settlement or voluntary disposition of any such claim, demand or action;
and (d) not compromising, settling, or entering into any voluntary disposition of any such claim, demand or action without the
Licensee’s (or Sublicensee’s, as the case may be) prior written consent; provided, however, that, if the Indemnitee
fails to promptly notify Licensee pursuant to the foregoing clause (a), Licensee (or Sublicensee, as the case may be) will only
be relieved of its indemnification obligation to the extent materially prejudiced by such failure.



 




    	 	19	 



    	 	 	CONFIDENTIAL



    

  


		18.2	Licensee, at its sole cost and expense, must insure its activities in connection with the work
under this Agreement and obtain, keep in force and maintain Commercial Form General Liability Insurance (contractual liability
included) with limits as follows:



 


	18.2a	Each occurrence	$ * .
	18.2b	Products/completed operations aggregate	$ * .
	18.2c	Personal and advertising injury	$ * .
	18.2d	General aggregate	$ * .


 


		18.3	If the above insurance is written on a claims-made form, it shall continue for * ( * ) years following
termination or expiration of this Agreement.  The insurance shall have a retroactive date of placement prior to or coinciding
with the Effective Date of this Agreement.



 


		18.4	Licensee will obtain, keep in force and maintain Worker’s Compensation Insurance as legally
required in the jurisdiction in which Licensee is doing business.



 


		18.5	Licensee expressly understands, however, that the coverages and limits in Paragraph 18.2 do not
in any way limit Licensee’s liability or indemnification obligations. Licensee’s insurance must:



 


		18.5a	State that The Regents of the University of California is endorsed as an additional insured under
the coverages listed in Paragraph 18.2.



 


		18.5b	Include a provision that the coverages will be primary and will not participate with nor will be
excess over any valid and collective insurance or program of self-insurance carried or maintained by The Regents.



 


Licensee shall provide thirty
(30) days advance written notice to The Regents of any material change to the insurance required under this Agreement including
but not limited to cancellation of any of its insurance coverages, nonpayment of premium, purchase of new or substitute coverages.


 


		18.6	The Regents shall notify Licensee in writing of any claim or suit brought against The Regents in
respect of which The Regents intends to invoke the provisions of this Article 18 (INDEMNIFICATION). To the extent that The Regents
elect to permit Licensee authority to defend or settle such claim or suit, Licensee may not admit liability or wrongdoing on the
part of The Regents without The Regents’ prior express written consent. Licensee shall keep The Regents informed on a current
basis of its defense of any claims under this Article 18 (INDEMNIFICATION).



 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	20	 



    	 	 	CONFIDENTIAL



    




 


		18.7	Licensee must furnish The Regents with (i) valid certificates of insurance evidencing compliance
with all requirements of this Agreement and (ii) additional insured endorsements for Licensee’s applicable policies of insurance
naming “The Regents of the University of California” as an additional insured. Per occurrence forms, including ISO
Form CG or its equivalent, are acceptable additional insured endorsement forms.  Naming The Regents as an additional insured
on the certificates of insurance alone shall not be considered as compliance with The Regents’ insurance requirements.  Licensee
must furnish both such documents within thirty (30) days of the execution of the Agreement and once per year thereafter for the
duration of this Agreement.  The Regents has the right to terminate this Agreement in accordance with Article 12 (TERMINATION
BY THE REGENTS) should Licensee fail to provide items (i) and (ii) by the dates set forth above.



 


19.  LIMITATION
OF LIABILITY


 


		19.1	SUBJECT TO PARAGRAPH 18.1, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, COSTS OF
PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT OR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT
FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF THE
REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY
LICENSEE, SUBLICENSEES, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS IN CONNECTION WITH THE ASSIGNMENT
OR LICENSE OF SUCH PATENT RIGHTS BY THE REGENTS’ INVENTORS TO THIRD PARTIES.



 


20.    NOTICES


 


		20.1	Any notice, progress report, royalty report or payment (except for Advanced Payments due under
this Agreement) required to be given to either party must be sent to the respective address given below and is effective: (a) on
the date of delivery if delivered in person, (b) five (5) days after mailing if mailed by first-class certified mail, postage paid,
or (c) on the next business day if sent by overnight delivery. Either party may change its designated address by written notice.



 


	 	For Licensee:	Mustang Bio, Inc.
	 	 	c/o Fortress Biotech, Inc.
	 	 	2 Gansevoort, 9th Floor
	 	 	New York, NY 10014
	 	 	Attention: Legal Department
	 	 	 
	 	For The Regents:	The Regents of the University of California
	 	 	University of California, Los Angeles
	 	 	Technology Development Group
	 	 	10889 Wilshire Boulevard, Suite 920
	 	 	Los Angeles, CA 90095-7191
	 	 	Attention:  Sr. Director of Licensing
	 	 	Ref:  UCLA Case Nos.  * & *


 






    	 	21	 



    	 	 	CONFIDENTIAL



    

 


A copy of any such notice that relates to equity,
or instruments convertible into equity, issued or sold pursuant to the Agreement has will also be sent via email to:  campus.investments@ucop.edu.


 


All Advanced Payments due under
this Agreement shall be sent via wire transfer as follows. In order to ensure that funds are properly credited to your account,
please reference invoice number or UC Control Number on all wire transfers.


 


	 	Bank of America
	 	100 West 33rd Street
	 	New York, NY 10001
	 	Attn: OTT Depository Account No. *
	 	ABA Transit Routing Number: *
	 	Beneficiary Name: Regents of the University of California
	 	SWIFT Code: B of A *


 


		20.2	Licensee shall furnish to The Regents the completed licensee contact information form attached hereto as “APPENDIX
C” concurrent to execution of the Agreement and incorporated herein by this reference, showing:



 


		20.2a	The Progress Reports Contact (i.e. the contact responsible for ensuring that such progress reports are submitted to The Regents);



 


		20.2b	The Patent Prosecution Contact to whom patent prosecution correspondence should be sent to; and



 


		20.2c	The Financial Contact (i.e. the contact responsible for ensuring that payments are made under this Agreement to The Regents).



 


21.    ASSIGNABILITY


 


		21.1	Consent to Assign



This Agreement is binding upon
and inures to the benefit of The Regents, its successors and permitted assignees. This Agreement is personal to Licensee and assignable
by Licensee only with the prior written consent of The Regents; provided, however, that Licensee is permitted to assign this Agreement
without the consent of The Regents if the assignment of this Agreement is to: (a) an Affiliate of Licensee; or (b) in conjunction
with the transfer to a non-Affiliate third party of all or substantially all of the business or assets of Licensee to which this
license relates.


 


Conditions
of Assignment


No later than thirty (30) days
following the effective date of any assignment of this Agreement all of the following terms and conditions shall be met and if
they are not then this Agreement and any assignment thereof will be considered null and void with no further notice from The Regents.


 


		(i)	Licensee shall inform The Regents in writing of the identity of the proposed acquirer or successor
entity and shall provide updated contact information in writing to The Regents for such acquirer or successor entity by updating
and submitting in writing to The Regents Appendix C of this Agreement;



 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	22	 



    	 	 	CONFIDENTIAL



    




 


		(ii)	The proposed acquirer or successor entity shall agree in writing to be bound by all the terms and
conditions of this Agreement as if such acquirer or successor entity were the original Licensee and a copy of such written agreement
shall be provided to The Regents by Licensee or the proposed acquirer or successor entity; and



 


		(iii)	The proposed acquirer or successor entity shall provide a written statement to The Regents that
they assume responsibility for any and all liabilities that arise under this Agreement on and after the effective date of the assignment
of this Agreement.



 


22.    LATE
PAYMENTS


 


		22.1	For each royalty payment or fee not received by The Regents when due, Licensee must pay to The
Regents a simple interest charge of * percent ( * %) per annum to be calculated from the date payment was due until
it was actually received by The Regents. For purposes of clarity, this Article 22 (LATE PAYMENTS) does not limit any rights of
The Regents under this Agreement arising from the failure by Licensee to make such payments when due.



 


23.    WAIVER


 


		23.1	The waiver of any breach of any term of this Agreement does not waive any other breach of that
or any other term.



 


24.    FAILURE
TO PERFORM


 


		24.1	If either party takes legal action against the other because of a failure of performance due under
this Agreement, then the prevailing party is entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.



 


25.    GOVERNING
LAW


 


		25.1	THIS AGREEMENT IS TO BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, but the scope and validity of any patent or patent application will be governed by the applicable laws of the country
of the patent or patent application.



 


26.    GOVERNMENT
APPROVAL OR REGISTRATION


 


		26.1	If this Agreement or any associated transaction is required by the law of any nation to be either
approved or registered with any governmental agency, Licensee will assume all legal obligations to do so. Licensee will notify
The Regents if it becomes aware that this Agreement is subject to a United States or foreign government reporting or approval requirement.
Licensee will make all necessary filings and pay all costs including fees, penalties, and all other out-of-pocket costs associated
with such reporting or approval process.



 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	23	 



    	 	 	CONFIDENTIAL



    

 


27.    COMPLIANCE
WITH LAWS


 


		27.1	Licensee will comply with all applicable laws and regulations in performing its obligations hereunder
and in its use, manufacture, offer for sale, sale or import of Licensed Products or practice of Licensed Methods, including, but
not limited to, obtaining and maintaining all necessary governmental approvals for the commercialization of Licensed Products and
Licensed Methods. Licensee will observe all applicable United States and foreign laws with respect to the transfer of Licensed
Products and related technical data and the provision of services using Licensed Methods to foreign countries, including and without
limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations. Licensee will manufacture
Licensed Products and practice the Licensed Methods in compliance with all applicable government importation laws and regulations
of a country into which Licensed Products are imported.



 


28.     PREFERENCE
FOR UNITED STATES INDUSTRY


 


		28.1	Because this Agreement grants an exclusive right to a particular use of the Invention, Licensee
must manufacture in the United States any products embodying this Invention or produced through the Invention's use to the extent
required by 35 U.S.C. §§200-212.



 


29.     FORCE
MAJEURE


 


		29.1	Except for Licensee’s obligation to make any payments to The Regents hereunder, the parties
shall not be responsible for any failure to perform due to the occurrence of any events beyond their reasonable control that render
their performance impossible or onerous, including, but not limited to: accidents (environment, toxic spill, etc.); acts of God;
biological or nuclear incidents; casualties; earthquakes; fires; floods; governmental acts; orders or restrictions; inability to
obtain suitable and sufficient labor, transportation, fuel and materials; local, national or state emergency; power failure and
power outages; acts of terrorism; strike; and war.



 


		29.2	Either party to this Agreement, however, will have the right to terminate this Agreement upon thirty
(30) days’ prior written notice if either party is unable to fulfill its obligations under this Agreement due to any of the
causes specified in Paragraph 29.1 for a continuous period of * ( * ) year.



 


30.    CONFIDENTIALITY


 


		30.1	If either party discloses confidential information to the other party, the disclosing party will
designate this information as confidential by appropriate legend or instruction, and the receiving party will:



 


		30.1a	Use the same degree of care to maintain the secrecy of the confidential information as it uses
to maintain the secrecy of its own information of like kind.



 


		30.1b	Use the confidential information only to accomplish the purposes of this Agreement or for audit
or management purposes.



 





 






*Confidential material redacted and filed separately with the
Commission.


 




    	 	24	 



    	 	 	CONFIDENTIAL



    




 


		30.1c	Ensure that any employees, customers, distributors and other agents to whom the confidential information
is disclosed are bound to it by similar obligations of confidence and to make such disclosure only as required to accomplish the
purposes of this Agreement.



 


		30.2	Neither party will have any confidentiality obligation with respect to the confidential information
belonging to or disclosed by the other party that:



 


		30.2a	the receiving party can demonstrate by written records was previously known to it;



 


		30.2b	the receiving party lawfully obtained from sources under no obligation of confidentiality;



 


		30.2c	is or becomes publicly available other than through an act or omission of the receiving party or
any of its employees;



 


		30.2d	the receiving party independently develops without the use of or reference to the confidential
information as demonstrated by written records; or



 


		30.2e	is required to be disclosed under the California Public Records Act, governmental audit requirement
or other requirement of law.



 


		30.3	The provisions of this Article 30 (CONFIDENTIALITY) will continue in effect for * ( * ) years after
expiration or termination of this Agreement.



 


		30.4	The Regents is free to release the terms and conditions of this Agreement to any and all of the
following: (i) the Inventors, (ii) employees of The Regents, (iii) individual Regents, and (iv) the non-profit sponsors of the
research that led to the Invention.  If such release is made, then The Regents shall give notice of the confidential nature
of such information.



 


		30.5	If a third party inquires of The Regents as to whether a license to Regents’ Patent Rights
is available, then The Regents may disclose the existence of this Agreement and the extent of the grant in Article 2 (GRANT) and
Article 3 (SUBLICENSES) to such third party, but will not disclose the name of Licensee or any other negotiated terms or conditions
of this Agreement to such third party, except where The Regents is required to release information under the California Public
Records Act, a governmental audit requirement or other applicable law.



 


		30.6	Licensee hereby grants permission for The Regents (including UCLA) to include Licensee’s
name, Company Logo, and a link to Licensee’s website in annual reports and websites that showcase technology transfer-related
stories as well as links to any publicly-available news stories about Licensee on such websites.



 


31.       MISCELLANEOUS


 


		31.1	The headings of the several sections are inserted for convenience of reference only and are not
intended to be a part of, or to affect the meaning or interpretation of, this Agreement.



 


		31.2	This Agreement is not binding upon the parties until it has been signed below on behalf of each
party, in which event it becomes effective as of the date recited on page one.



 


		31.3	No amendment or modification of this Agreement will be valid or binding upon the parties unless
made in writing and signed by each party.



 




    	 	25	 



    	 	 	CONFIDENTIAL



    




 


		31.4	This Agreement and Appendix A (REGENTS’ PATENT RIGHTS) embodies the entire understanding
of the parties and supersedes all previous communications, representations or understandings, either oral or written, between the
parties relating to the subject matter hereof.



 


		31.5	If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless
remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable
provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic
and business objectives as was intended by the unenforceable provision.



 


		31.6	No provisions of this Agreement are intended or shall be construed to confer upon or give to any
person or entity other than The Regents and the Licensee any rights, remedies or other benefits under, or by reason of, this Agreement.



 


		31.7	In performing their respective duties under this Agreement, each of the parties will be operating
as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture
between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither
party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s
prior written consent.



 


32.     COUNTERPARTS
AND EXECUTION


 


		32.1	This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.  Facsimile, Portable Document Format (PDF) or photocopied
signatures of the Parties will have the same legal validity as original signatures.



 




    	 	26	 



    	 	 	CONFIDENTIAL



    

 


Both The Regents and Licensee have executed this Agreement in
duplicate originals by their authorized officers on the dates written below:


 


	MUSTANG BIO, INC.	 	THE REGENTS OF THE
    UNIVERSITY OF CALIFORNIA
	 	 	 	 	 
	By	 	 	By	 
	 	Signature	 	 	Signature
	 	 	 	 	 
	Name:	 	 	Name:	Emily W. Loughran
	 	 	 	 	 
	Title:	 	 	Title:	Sr.
    Director of Licensing
	 	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 	 	 
	 	 	 	THE REGENTS OF THE UNIVERSITY OF
    CALIFORNIA
	 	 	 	 	 
	 	 	 	By	 
	 	 	 	 	Signature
	 	 	 	 	 
	 	 	 	Name:	Amir
    Naiberg
	 	 	 	 	 
	 	 	 	Title:	Assoc.
    Vice Chancellor and President & CEO
	 	 	 	 	 
	 	 	 	Date:	 


 




    	 	1	 



    	 	 	CONFIDENTIAL



    

 


APPENDIX A


 


REGENTS’ PATENT RIGHTS


 


		1)	UCLA CASE NO. *: “Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for
Cancer Targeting”



 


			Provisional Patent Application No. 60/784,192 entitled,
“Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting”, filed March 20, 2006 (UCLA
Case No. *) by Dr(s). Anna Wu and Robert E. Reiter, and assigned to The Regents.



EXPIRED. APPLICATION
CLAIMING PRIORITY:


 


Patent Cooperation Treaty Application
No. PCT/US2007/007020 entitled, “Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting”,
filed on March 20, 2007 (UCLA Case No. *) by Drs. Anna Wu and Robert E. Reiter, and assigned to The Regents.


EXPIRED. APPLICATIONS CLAIMING
PRIORITY:


 


Canadian Patent Application
No. 2646329 entitled, “Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting”,
filed on March 20, 2007 (UCLA Case No. *) by Drs. Anna Wu and Robert E. Reiter, and assigned to The Regents.


 


Japanese Patent Application No. 2012-276728 entitled,
“Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting”, filed on March 20, 2007
(UCLA Case No. *) by Drs. Anna Wu and Robert E. Reiter, and assigned to The Regents.


 


Patent No. 1996716 in the territories
of Belgium, France, Germany, Ireland, Italy, Luxembourg, Spain, Switzerland, The Netherlands, and the United Kingdom, entitled,
“Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting”, issued on March 11, 2011
from European Patent Application No. 07753630.8 filed on March 20, 2007 (UCLA Case No. UCLA Case No. *) by Drs. Anna Wu and Robert
E. Reiter, and assigned to The Regents.


 


United States Patent No. 8,940,871
entitled, “Engineered Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting”, issued on
January 27, 2015 from U.S. Patent Application No. 12/293,860 filed on March 20, 2007 (UCLA Case No. UCLA Case No. *) by Drs. Anna
Wu and Robert E. Reiter, and assigned to The Regents.


 


		2)	UCLA CASE NO. *: “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies
for Cancer Targeting and Detection”



 


Provisional Patent Application
No. 60/969,939 entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and
Detection”, filed September 4, 2007 (UCLA Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks,
and Yu Zhou, and assigned to The Regents.


 





 






*Confidential material redacted and filed
separately with the Commission.


 




    	 	2	 



    	 	 	CONFIDENTIAL



    




 


EXPIRED. APPLICATION
CLAIMING PRIORITY:


 


Patent
Cooperation Treaty Application No. PCT/US2008/075291 entitled, “High Affinity
Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and Detection”, filed on March 20, 2007 (UCLA
Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks, and
Yu Zhou, and assigned to The Regents.


EXPIRED. APPLICATIONS CLAIMING
PRIORITY:


 


Canadian Patent Application
No. 2698343 entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and Detection”,
filed on September 4, 2008 (UCLA Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks, and Yu Zhou, and
assigned to The Regents.


 


European Patent Application
No. 08799192.3 entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and
Detection”, filed on September 4, 2008 (UCLA Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks,
and Yu Zhou, and assigned to The Regents.


 


Hong Kong Patent Application
No. 10111944.2 entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and
Detection”, filed on September 4, 2008 (UCLA Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks,
and Yu Zhou, and assigned to The Regents.


 


Japanese Patent Application
No. 2010-524150 entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and
Detection”, filed on September 4, 2008 (UCLA Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks,
and Yu Zhou, and assigned to The Regents.


 


Japanese Patent Application
No. 2014-186846 entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and
Detection”, filed on September 4, 2008 (UCLA Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks,
and Yu Zhou, and assigned to The Regents.


 


Japanese Patent Application
No. TBD entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and Detection”,
filed on a date to be determined (UCLA Case No. *) by Drs. Anna Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks, and Yu Zhou,
and assigned to The Regents.


 


United States Patent No. 8,940,298
entitled, “High Affinity Anti-Prostate Stem Cell Antigen (PSCA) Antibodies for Cancer Targeting and Detection”,
issued on January 27, 2015 from U.S. Patent Application No. 12/676,348 filed on September 4, 2008 (UCLA Case No. *) by Drs. Anna
Wu, Robert E. Reiter, Eric J. Lepin, James D. Marks, and Yu Zhou, and assigned to The Regents.


 





 






*Confidential
material redacted and filed separately with the Commission.


 




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    	 	 	CONFIDENTIAL



    

 


APPENDIX
B


 


ROYALTY STATEMENT


 


UC Control No:  ___________________Product
Name/Code(s) __________________


 


Licensee Name: __________Mustang
Bio, Inc.________


 


Licensee Phone No: (781) 652-4501


 


Licensee Fax No: N/A


 


Licensee Email Address: ap@fortressbiotech.com
Quarter Covered: _______________


 


	Product Name	 	Number 

of 

Units

Sold	 	Unit

Selling

Price

(US $)	 	Gross

Sales

(US $)	 	Final

Sales

(US $)	 	Net Sales

(US $)	 	Royalty

Rate

(%)	 	Total Earned

Royalties (US

$)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	 	Total Royalties Earned:_____________
	 	 
	 	Less Minimum Annual Royalty:_____________
	 	(If Applicable)
	 	 
	 	Balance Due The REGENTS:_____________


 


Prepared By:________________________


 




    	 	4	 



    	 	 	CONFIDENTIAL



    

 


APPENDIX C


 


MUSTANG BIO, INC. CONTACT INFORMATION


 


	Licensee Name	Mustang Bio, Inc.	UC Control No.	 
	PATENT PROSECUTION CONTACT
	LAST NAME	Villacorta	TELEPHONE	(202) 295-4199
	FIRST NAME	Gilberto	FAX	 
	TITLE	Partner	EMAIL	yvillacorta@foley.com
	COMPANY NAME	Foley & Lardner LLP
	ADDRESS	Washington Harbour
	ADDRESS	3000 K Street, NW
	CITY, STATE, ZIP	Washington, DC 20007
	COUNTRY	USA
	PROGRESS REPORTS CONTACT
	LAST NAME	Gorelik	TELEPHONE	(781) 652-4532
	FIRST NAME	Leonid	FAX	 
	TITLE	Vice President	EMAIL	lgorelik@fortressbiotech.com
	COMPANY NAME	Fortress Biotech, Inc.
	ADDRESS	95 Sawyer Road, Suite 110
	ADDRESS	 
	CITY, STATE, ZIP	Waltham, MA 02453
	COUNTRY	USA
	FINANCIALS CONTACT
	LAST NAME	Fogg	TELEPHONE	(781) 652-4501
	FIRST NAME	Laura	FAX	 
	TITLE	Accounts Payable Coordinator	EMAIL	ap@fortressbiotech.com
	COMPANY NAME	Fortress Biotech, Inc.
	ADDRESS	95 Sawyer Road, Suite 110
	ADDRESS	 
	CITY, STATE, ZIP	Waltham, MA 02453
	COUNTRY	USA
	 	 	 	 	 	 


 




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