ex101.htm


    Exhibit 10.1

     

    DATED            OCTOBER
2008

    


    


    


    


    


    


    


    


    


    


    


    


    (1)
CANCER RESEARCH TECHNOLOGY LIMITED

    


    


    AND

    


    


    (2)
PERCIPIO BIOTHERAPEUTICS

    


    


    


    


    
      


      Patent
and Know How Licence

      


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    



    THIS
AGREEMENT is made the________ day of October 2008

     

    BETWEEN:

     

    
      	
              (1)  

            	
              Cancer Research Technology
      Limited, a company registered in England and Wales under number
      1626049 with registered office at Sardinia House, Sardinia Street, London
      WC2A 3NL, England (“CRT”);
    and

            


    

    


    
      	
              (2)  

            	
              Percipio Biotherapeutics, Inc.
      a company incorporated in the State of Nevada, United States of
      America whose principal place of business is at 10990 Wilshire Blvd.,
      Suite 1410, Los Angeles, California, 90024, United States of America
      (“Percipio”).

            


    

    


    RECITALS

           

    
      
        	(A)	CRT
      is an oncology focused technology transfer and development
    company.
	 	 
	
                (B)

              	
                CRT
      is wholly owned by Cancer Research UK, a company registered under number
      4325234 and registered charity number 1089464. Cancer Research UK was
      formed as a result of the merger on 4 February 2002 of two charities: the
      Cancer Research Campaign (“CRC”) and Imperial
      Cancer Research Fund.

              


      

    

     

    
      	
              (C)

            	
              CRC
      funded research concerning the [********] in the laboratories of
      [****************] at the [*******************************] (the “University”). Pursuant
      to a Research Collaboration and Option Agreement dated 27th
      July 2000 made between CRT (under its former name of Cancer Research
      Campaign Technology Limited), Viragen (Scotland) Limited and the
      University, as amended by the Novation Agreement dated 7th
      September 2001 (the “Collaboration
      Agreement”), the research led to a novel therapeutic use of
      [**********] antibodies (the “Invention”) and CRT is
      the registered proprietor of the application(s) for patent(s) described in
      Schedule 2 (the ”Scheduled Patents”) in
      respect of the  Invention. Under a letter agreement dated
      11th
      November 2003 between Viragen, Inc. and CRT (the “Letter Agreement”), CRT
      granted a limited licence to Viragen, Inc. to certain intellectual
      property in respect of the Invention. The Collaboration Agreement and
      Letter Agreement expired and Viragen, Inc. (the parent company of Viragen
      (Scotland) Limited), entered into a patent and know how licence agreement
      dated 27 April 2005 (the “2005 Licence”) under
      which CRT granted Viragen, Inc. an exclusive licence to the Scheduled
      Patents, Licensed Know How (defined in Clause 1) and Licensed Materials
      (defined in Clause 1).  During the term of the Letter Agreement
      and 2005 Licence, Viragen, Inc. (either itself or through its wholly owned
      subsidiary Viragen (Scotland) Limited) generated certain Viragen
      Intellectual Property (defined in Clause
1).

            


    

     

    
      	
              (D)

            	
              Following
      the liquidation of Viragen, Inc. and Viragen (Scotland) Limited, the 2005
      Licence was terminated in accordance with its terms by CRT. In the
      interests of ensuring the further development of the Invention, CRT waived
      its rights to call for Viragen, Inc.’s rights in the Viragen Intellectual
      Property (as defined in the 2005 Licence) to be assigned to CRT, and at
      the request of Viragen Inc.’s liquidators CRT agreed to enter into
      negotiations to conclude a licence in materially similar terms to the 2005
      Licence with the purchasers, from the liquidators, of Viragen, Inc. and
      Viragen (Scotland) Ltd.’s assets to ensure the commercial exploitation of
      the Invention and [*************] antibody programme to develop Products
      (as defined in Clause 1) based upon the exploitation of its rights under
      the 2005 Licence by Viragen, Inc (including through the use and
      development of Viragen Intellectual
Property).

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               (E)

            	
              On
      the basis of the arrangements described in paragraph D, (i) Viragen
      Intellectual Property has been assigned to Hamilton Atlantic (a company
      organized in the Cayman Islands) pursuant to an Assignation executed by
      Hamilton Atlantic on  6 May  2008; and (ii) Hamilton
      Atlantic has granted Percipio (under its former name of Sunburst
      Acquisitions III, Inc.) an exclusive worldwide right and licence under all
      of its rights in the Viragen Intellectual Property to research, develop,
      use, keep, make, have made, market, distribute, sell, offer to sell,
      advertise or otherwise dispose of licensed products pursuant to a licence
      agreement dated 21st
      August 2008 (the “Sunburst Licence
      Agreement”).

            


    

     

    
      	
              (F)

            	
              CRT
      and Hamilton Atlantic have entered into a separate agreement addressing
      the consequences of termination of this
  Agreement.

            


    

     

    
      	
              (G)

            	
              CRT
      has agreed to grant Percipio an exclusive licence under the Licensed
      Patents (defined in Clause 1), the Licensed Know How and the Licensed
      Materials upon the terms and conditions set out in this
      Agreement.

            


    

    


    NOW
IT IS HEREBY AGREED as follows:

     

    
      	
              1.  

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              In
      this Agreement and in the Schedules to this Agreement the following words
      and phrases shall have the following
meanings:

            


    

     

    
      	
              “Affiliate”

            	
              means,
      with respect to a Party, any company, corporation, partnership or other
      entity, which directly or indirectly Controls, or is controlled by, or is
      under the common control with such Party including as a subsidiary, parent
      or holding company of such Party; and the term “Control” means the
      ownership of more than fifty per cent (50%) of the issued share capital or
      the legal power to direct or cause the direction of the general management
      and policies of the relevant Party.

            
	
              “Agreement”

            	
              means
      this document entitled “Patent and Know How Licence” and any and all
      schedules, appendices and other addenda to it as may be varied or
      otherwise altered or amended from time to time in accordance with the
      provisions of Clause 13.3.

            
	
              “Business
      Day”

            	
              means
      a day other than a Saturday, Sunday, bank or other public holiday in
      England.

            
	
              “Commencement
      Date”

            	
              means
      the date first above written.

            
	
              “Competent
      Authority”

            	
              means
      any local or national agency, authority, department, inspectorate,
      minister, ministry official or public or statutory person (whether
      autonomous or not) of any government or of any country having jurisdiction
      over this Agreement or of any of the Parties or over the development or
      marketing of medicinal products including, but not limited to, the
      European Commission, the European Court of Justice and the Food and Drug
      Administration of the United States of
America.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              “Confidential
      Information”

            	
              means
      any and all information which is identified and treated by the disclosing
      Party as secret and confidential or which, by reason of its character or
      the circumstances or manner of its disclosure, is evidently secret and
      confidential and which the disclosing Party from time to time discloses to
      the recipient Party, whether orally, in writing, in digital form, in the
      form of machine readable code or any other physical medium which relates
      to the disclosing Party, its business activities and including, but not
      limited to Know How, financial information (except that published in
      audited accounts), business strategies or intentions, marketing plans or
      information, formulae, inventions or product or services
      development.

            
	
              “Development
      Plan”

            	
              means
      the programme for the development of Products to be undertaken by or on
      behalf of Percipio as more particularly set out in Schedule 1 and as may
      be amended from time to time by agreement of the Parties in
      writing.

            
	
              “European
      Economic Area”

            	
              means
      those countries that are members of the European Economic Area as
      constituted at the Commencement Date.

            
	
              “Field”

            	
              means
      the field of use of [********] for the immunotherapeutic treatment and/or
      diagnosis of diseases.

            
	
              “Financing
      Event”

            	
              means
      the receipt by Percipio of at least [****************], in total, whether
      in a single tranche or cumulatively, in cash.

            
	
              “Force
      Majeure”

            	
              means
      in relation to either Party any event or circumstance which is beyond the
      reasonable control of that Party, which that Party could not reasonably be
      expected to have taken into account at the Commencement Date and which
      results in or causes the failure of that Party to perform any or all of
      its obligations under this Agreement including an act of God, lightning,
      fire, storm, flood, earthquake, accumulation of snow or ice, lack of water
      arising from weather or environmental problems, strike, lockout or other
      industrial disturbance, war, terrorist act, blockade, revolution, riot
      insurrection, civil commotion, public demonstration, sabotage, act of
      vandalism, prevention from or hindrance in obtaining in any way materials,
      energy or other supplies, explosion, fault or failure of plant or
      machinery, governmental restraint, act of legislature and directive or
      requirement of a Competent Authority governing any Party provided that
      lack of funds shall not be interpreted as a cause beyond the reasonable
      control of that Party.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              “Know
      How”

            	
              means
      technical and other information which is not in the public domain
      including, ideas, concepts, inventions, discoveries, data, formulae,
      specifications, information relating to Materials (including Licensed
      Materials), procedures for experiments and tests and results of
      experimentation and testing, results of research and development including
      laboratory records and data analyses which is secret, substantial and
      identifiable.

            
	
              “Licensed
      Intellectual Property”

            	
              means
      the Licensed Know How, the Licensed Materials and the Licensed
      Patents.

            
	
              “Licensed
      Know How”

            	
              means
      any and all Know How set out in Schedule 3 to this
    Agreement.

            
	
              “Licensed
      Materials”

            	
              means
      (i) the mouse monoclonal antibody called [******] and (ii) the hybridoma
      [*****************************] owned by CRT.

            
	
              “Licensed
      Patents”

            	
              means
      (i)  Patent Application Number PCT/GB2003/005163 (and all
      foreign equivalents thereof); (ii) any and all other patent
      application(s), patents, divisionals, continuations, continuations in part
      and improvements arising therefrom; and (iii) any and all other Patent
      Rights obtained in pursuance of or deriving priority from the Patent
      Rights listed in items (i) and (ii) hereof.  A list of Patent
      Rights as of the Commencement Date is set forth in Schedule
    2.

            
	
              “Major
      Market”

            	
              means
      each of the following groups of countries:

               

              (i)[*****************************];

               

              (ii)[*****************************];
      and

               

              (iii)[*****************************].

            
	
              “Marketing
      Plan”

            	
              has
      the meaning set forth in Clause
3.5.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              “Material”

            	
              means
      any chemical or biological substance directly related to the Licensed
      Materials, including any:

               

              (i)organic
      or inorganic chemical element or compound;

               

              (ii)nucleotide
      or nucleotide sequence including DNA and RNA sequences;

               

              (iii)gene;

               

              (iv)vector
      or construct including plasmids, phages, or viruses;

               

              (v)host
      organism including bacteria, fungi, algae, protozoa and
      hybridomas;

               

              (vi)eukaryotic
      or prokaryotic cell line or expression system or any development strain or
      product of that cell line or expression system;

               

              (vii)protein
      including any peptide, amino acid sequence, enzyme, antibody or protein
      conferring targeting properties and any fragment of a protein, peptide,
      enzyme, or antibody;

               

              (viii)drug
      or pro-drug;

               

              (ix)other
      genetic or biological material or micro-organism; or

               

              (x)assay
      or reagent.

            
	
              “Net
      Sales”

            	
              means
      the invoiced amount actually received
      [*********************************************].

            
	
              “Orphan
      Indication”

            	
              means
      a disease indication which is rare in the general population in the
      Territory, as defined by the controlling Competent Authority in the
      country of interest, as such definition may be amended from time to
      time.

            
	
              “Parties”

            	
              means
      CRT and Percipio (as defined above) and “Party”  shall be
      construed as any of them.

            
	
              “Patent
      Rights”

            	
              means
      any patent applications, patents, author certificates, inventor
      certificates, utility certificates, utility models and all foreign
      counterparts of them and includes all divisions, renewals, continuations,
      continuations-in-part, extensions, reissues, substitutions, provisional
      applications, continued prosecution applications, requests for continued
      examinations, re-examinations, confirmations, registrations, revalidations
      and additions of or to them, as well as any supplementary protection
      certificate, or like form of
protection.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              “Percipio
      Intellectual Property”

            	
              means
      any Know How, Material or Patent Rights directly related to the
      development of antibodies directed against [******] or the Products,
      whether as an improvement to the Licensed Intellectual Property and/or
      Viragen Intellectual Property or otherwise, discovered, invented,
      developed, or manufactured as a result of research undertaken by Percipio
      itself or its Affiliates or Sub-licensees or research funded by Percipio
      but undertaken by a Third Party and undertaken pursuant to the licence in
      this Agreement.

            
	
              “Pivotal
      Registration Study”

            	
              means
      a clinical study designed to provide the efficacy data required to enable
      a new drug application or other like documentation to be filed in the
      United States of America  or any Major
Market.

            
	
              “Product”

            	
              means
      any item, thing or process that falls within the scope of a Licensed
      Patent or that uses Licensed Know How, or which contains or was developed
      using Licensed Materials or any Viragen Intellectual
    Property.

            
	
              “Quarter”

            	
              means
      any period of three consecutive calendar months commencing on 1 January, 1
      April, 1 July, or 1 October in any year.

            
	
              “Revenue
      Share”

            	
              [**********************************************]

            
	
              “SPC”

            	
              means
      a right based on the Licensed Patents or any of them pursuant to which the
      holder of the right is entitled to exclude Third Parties from using,
      making, having made, selling, advertising or otherwise disposing or
      offering to dispose of, importing or keeping the product to which the
      right relates, such as Supplementary Protection Certificates in Europe,
      and any similar right anywhere in the world.

            
	
              “Sub-licence”

            	
              means
      a sub-licence of the Licensed Intellectual Property granted by Percipio to
      its Affiliate or a Third Party.

            
	
              [*****************]

            	
              [*******************************************]

            
	
              “Sub-licensee”

            	
              means
      any Third Party or Affiliate of Percipio granted a Sub-licence by Percipio
      in accordance with Clause 2.4.

            
	
              “Territory”

            	
              means
      the world.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              “Third
      Party”

            	
              means
      any entity or person other than the Parties or an Affiliate of either of
      them.

            
	
              “Tobacco
      Party”

            	
              means
      any corporation, company, partnership or other organisation or person with
      a material interest in or links to the tobacco
industry.

            
	
              “Viragen
      Intellectual Property”

            	
              means
      any Know How, Material or Patent Rights directly related to the
      development of antibodies directed against [****], whether as an
      improvement to the Licensed Intellectual Property or otherwise,
      discovered, invented, developed, or manufactured as a result of research
      undertaken by Viragen, Inc. itself or its Affiliates or Sub-licensees or
      research funded by Viragen, Inc. but undertaken by a Third Party and
      whether undertaken pursuant to the 2005 Licence or pursuant to the Letter
      Agreement and included within the Sunburst Licence
    Agreement.

            


    

    


    
      	
              1.2  

            	
              In
      this Agreement:

            


    

     

    
      	
              1.2.1  

            	
              unless
      the context otherwise requires, all references to a particular Clause or
      schedule shall be a reference to that Clause or schedule in or to this
      Agreement as it may be amended from time to time pursuant to this
      Agreement;

            


    

     

    
      	
              1.2.2  

            	
              the
      headings are inserted for convenience only and shall be ignored in
      construing this Agreement;

            


    

     

    
      	
              1.2.3  

            	
              unless
      the contrary intention appears, words importing the masculine gender shall
      include the feminine and vice versa and words in the singular include the
      plural and vice versa;

            


    

     

    
      	
              1.2.4  

            	
              unless
      the contrary intention appears, words denoting “persons” shall include any
      individual, partnership, company, corporation, joint venture, trust
      association, organisation or other entity, in each case whether or not
      having separate legal personality;

            


    

     

    
      	
              1.2.5  

            	
              the
      words “include”, “included” and “including” are to be construed without
      limitation to the generality of the preceding words;
  and

            


    

     

    
      	
              1.2.6  

            	
              reference
      to any statute or regulation includes any modification or re-enactment of
      that statute or regulation.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              GRANT
      OF LICENCE

            


    

     

    
      	
              2.1  

            	
              In
      consideration for the payments to be made by Percipio to CRT pursuant to
      Clause 4, CRT hereby grants to Percipio an exclusive worldwide right and
      licence under all of its rights in the Licensed Intellectual Property to
      research, develop, use, keep, make, have made, market, distribute, sell,
      offer to sell, advertise or otherwise dispose of Products in the Field.
      Percipio hereby acknowledges that as of the Commencement Date it is
      already in possession of the Licensed Know How and Licensed Materials and
      CRT is under no obligation to provide further quantities of such Licensed
      Know How and Licensed Materials.

            


    

     

    
      	
              2.2  

            	
              Subject
      to Clause 2.3, the licence granted in Clause 2.1 shall, in relation to a
      particular country in the Territory, terminate
  on:

            


    

     

    
      	
              2.2.1  

            	
              the
      expiry of the relevant Licensed Patent in the relevant country;
      or

            


    

     

    
      	
              2.2.2  

            	
              ten
      years after the date that the first therapeutic Product was placed on the
      market in such country,

            


    

     

    whichever
is the later.

     

    
      	
              2.3  

            	
              It
      is acknowledged and agreed that:

            


    

     

    
      	
              2.3.1  

            	
              this
      Agreement shall be subject to the academic research rights granted to the
      University under the Licensed Intellectual Property;
  and

            


    

     

    
      	
              2.3.2  

            	
              [******************************************************************].

            


    

     

    
      	
              2.4  

            	
              Percipio
      shall have the right to grant Sub-licences of any or all of the rights
      granted to it pursuant to Clause 2.1 to a Third Party or an Affiliate if,
      in respect of each Sub-licence, Percipio ensures that CRT’s rights under
      this Agreement are maintained and that Percipio meets the material terms
      and conditions of the Agreement.  In the case of the grant of a
      Sub-licence to a Third Party only, Percipio shall obtain the prior written
      consent of CRT, such consent not to be unreasonably withheld or delayed,
      provided, however, that CRT’s failure to provide written “good cause”
      denial of consent within thirty (30) Business Days after Percipio requests
      consent to grant a Sub-licence shall be deemed to be consent.
      Notwithstanding anything to the contrary set forth herein, (i) Percipio
      shall have the right to grant Sub-licences of any or all of the rights
      granted to it pursuant to Clause 2.1 to any Affiliate of Percipio without
      obtaining CRT’s prior written consent and (ii) Percipio shall also have
      the right, without obtaining CRT’s prior written consent, to enter into a
      sub-contract manufacturing, co-marketing or distribution agreement with a
      Third Party under which Percipio appoints a Third Party as its agent to
      manufacture, promote or sell Products. Within thirty (30) Business Days of
      the grant of any Sub-licence to a Third Party, Percipio shall provide CRT
      with a true copy of the Sub-licence signed by Percipio and such Third
      Party, at Percipio’s own expense. Any Sub-licence that is granted in
      breach of this Clause 2.4 shall be void. Without prejudice to Percipio’s
      obligation to seek CRT’s consent to grant Sub-licences to Third Parties as
      set forth under this Clause 2.4, any Sub-licence granted by Percipio to a
      Third Party shall be presumed to meet the requirements of this Clause 2.4
      if it shall:

            


    

     

    
      	
              2.4.1  

            	
              be
      granted on an arm’s length basis reflecting the arms length fair market
      value for 100% cash consideration;

            


    

     

    
      	
              2.4.2  

            	
              provide
      that the Sub-licence shall terminate automatically on termination for
      whatever reason of this Agreement;

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              2.4.3  

            	
              provide
      that the Third Party with whom the Sub-licence has been entered into shall
      undertake to allow Percipio access to such Third Party’s books and records
      relating to the calculation of Net Sales of Products, and Percipio
      undertakes to include in its books and records or make available to CRT
      all Net Sales information and records it receives from such Third Party
      relating to Products;

            


    

     

    
      	
              2.4.4  

            	
              provide
      that, in the event of termination of this Agreement, the Third Party
      Sub-licensee shall have the right, for a period of ninety (90) Business
      Days following the date of termination, to sell off stocks of Product held
      by it at the date of termination;
and

            


    

     

    
      	
              2.4.5  

            	
              prohibit
      the assignment of the Sub-licence to any Third Party; provided, however,
      that Percipio shall be permitted to permit such Third Party Sub-licensee
      to sub-licence the rights granted to it under the Sub-licence, provided
      that (1) Percipio shall ensure that the terms of such sub-sub-licence
      comply with the terms of this Clause 2.4 mutatis mutandis; and
      (2) the terms of the sub-sub-licence prohibit the sub-licensing of the
      rights granted thereunder and Percipio shall, at its own cost, provide a
      copy of each sub-sub-licence to CRT as soon as possible after
      completion.

            


    

     

    
      	
              2.5  

            	
              Any
      breach of Clauses 2.3 or 2.4 shall be a material breach of this
      Agreement.

            


    

     

    
      	
              2.6  

            	
              In
      the event that this Agreement is terminated by Percipio pursuant to Clause
      10.5 hereof,
      [*************************************************************************].

            


    

     

    
      	
              3.  

            	
              DEVELOPMENT
      AND MARKETING PLAN

            


    

     

    
      	
              3.1  

            	
              Percipio
      shall:

            


    

     

    
      	
              3.1.1  

            	
              subject
      to Clause 3.3, use commercially reasonable endeavours to undertake the
      Development Plan at its own cost and expense;
  and

            


    

     

    
      	
              3.1.2  

            	
              provide
      [********] reports until the [*****] anniversary of the Commencement Date,
      and thereafter [*****]l reports outlining its and its Affiliates and any
      Sub-licensee’s progress with respect to the milestone deadlines in the
      Development Plan and proposing any reasonable changes to the Development
      Plan it requires.

            


    

     

    
      	
              3.2  

            	
              In
      the event that Percipio proposes amendment of the Development Plan
      pursuant to Clause 3.1.2 or otherwise, the Parties shall discuss such
      amendment in good faith but no amendment to the Development Plan shall be
      effective unless made in writing and signed by both
    Parties.

            


    

     

    
      	
              3.3  

            	
              In
      the event that Percipio misses any of the material milestones highlighted
      in the Development Plan (as may have been amended pursuant to Clause 3.2)
      [**********************************************************************]
      and the Parties shall meet to discuss the matter with an aim to come to an
      agreement on the reassignment of the milestones, but on doing so, if the
      Parties cannot reach agreement, CRT shall have the right to terminate this
      Agreement in accordance with the terms of Clause 10.5
    below.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4  

            	
              Percipio
      shall, and shall procure that its Affiliates and Sub-licensees shall, use
      their commercially reasonable endeavours to: (i) obtain all necessary and
      desirable regulatory and other approvals to market and sell Products
      (collectively, “Marketing
      Approval”) from any relevant Competent Authority and, upon receipt
      of Marketing Approval in a country; (ii) commercialize the Products in
      each such country to the maximum extent practicable; and (iii) without
      limitation of its obligations under Clause 3.4(i) and (ii) hereof, adhere
      to the Marketing Plan as further set forth in Clause 3.5
      hereof.

            


    

     

    
      	
              3.5  

            	
              Commencing
      with the [***********************************](each a “Marketing
      Plan”)[****************************], which shall include a summary
      of the marketing, sales and distribution plans on a country-by-country
      basis for [************] of Percipio or its Affiliates or Sub-licensees,
      as applicable.  Each Marketing Plan shall be of sufficient
      detail to allow CRT to determine that a highly professional and logical
      plan has been devised that will support the objective of making the
      Product available to as many patients as possible as early as possible,
      within the applicable laws and regulations, and thereby generating,
      growing and maintaining Product sales throughout the term of this
      Agreement.  The Marketing Plan may be subject to changes based
      upon local market conditions, changes in competition, changes in other
      aspects that may be expected to have an impact on local sales results and
      as a result, the Marketing Plan shall be subject to change by Percipio
      upon prior written notice to CRT (provided, further, that the foregoing
      shall be without limitation of the obligations of Percipio pursuant to
      Clause 3.4(i) and (ii) hereof).  All costs relating to the
      preparation and submission of the Marketing Plans shall be borne by
      Percipio.  All Marketing Plans shall be deemed as Confidential
      Information for purposes of this Agreement and CRT shall not provide any
      Third Party with access to any Marketing Plan, or any portion
      thereof.

            


    

     

    
      	
              4.  

            	
              CONSIDERATION

            


    

     

    
      	
              4.1  

            	
              Percipio
      shall pay to CRT:

            


    

     

    
      	
              4.1.1  

            	
              [*************************************];

            


    

     

    and

     

    
      	
              4.1.2  

            	
              [*************************************];

            


    

     

    and

     

    
      	
              4.1.3  

            	
              subject
      to the provisions of Clauses 4.2, 4.3 10.6 and 11.4, the following
      payments [********************] of the occurrence of the relevant
      milestone event [********************************] set forth in this
      Clause 4.1.3:

            


    

     

    
      	
              4.1.3.1  

            	
              [******************************************]

            


    

     

    
      	
              4.1.3.2  

            	
              [******************************************]

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              4.1.3.3  

            	
              [******************************************]

            


    

     

    
      	
              4.1.3.4  

            	
              [******************************************]

            


    

     

    and

     

    
      	
              4.1.4  

            	
              subject
      to the provisions of Clauses 4.2, 4.3, 10.6 and 11.4, the following
      payments within [*****************] of the occurrence of the relevant
      milestone event
  [***************************************]:

            


    

     

    [*******************************************************];

     

    and

     

    
      	
              4.1.5  

            	
              subject
      to the provisions of Clauses 10.6 and 11.4, [*************************
      ***************************];

            


    

     

    and

     

    
      	
              4.1.6  

            	
              subject
      to the provisions of Clauses 10.6 and 11.4,
      [************************].

            


    

     

    
      	
              4.2  

            	
              For
      the avoidance of doubt, if, in respect of each of the milestone events
      described in Clauses 4.1.3 and 4.1.4, that milestone event is achieved in
      respect of a particular Product by a Sub-licensee which is not an
      Affiliate of Percipio,
    [***********************************].

            


    

     

    
      	
              4.3  

            	
              Notwithstanding
      anything to the contrary set forth herein, (i) Percipio shall
      [***********]

            


    

     

    
      	
              4.4  

            	
              [*************************************************************************].

            


    

     

    
      	
              5.  

            	
              PAYMENT

            


    

     

    
      	
              5.1  

            	
              All
      payments due to CRT under this Agreement shall be made in pounds sterling
      in cleared funds to the account of
      [*******************************************************] (or such other
      account details as CRT may from time to time notify to
      Percipio).

            


    

     

    
      	
              5.2  

            	
              Where
      sums are received by Percipio in a currency other than pounds sterling,
      conversion of such currencies to pounds sterling shall be performed at the
      closing mid-spot rate for that currency published in the Financial Times
      in London on the last Business Day of the Quarter in which the sum is to
      be paid.

            


    

     

    
      	
              5.3  

            	
              All
      costs of transmission or currency conversion shall be borne by
      Percipio.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              5.4  

            	
              All
      payments by Percipio to CRT under this Agreement are expressed to be
      exclusive of value added tax howsoever arising, and Percipio shall pay to
      CRT in addition to those payments or if earlier on receipt of a tax
      invoice or invoices from CRT, all Value Added Tax for which CRT is liable
      to account in relation to any supply made or deemed to be made for Value
      Added Tax purposes pursuant to this
Agreement.

            


    

     

    
      	
              5.5  

            	
              All
      payments to CRT shall be made free and clear of, and without deduction or
      deferment in respect of, any claims, set-off and taxes imposed or levied
      by any Competent Authority including any withholding taxes.  In
      the event that Percipio is obliged to deduct any withholding or other
      taxes it shall pay to CRT an amount as shall result in the net amount
      being received by CRT being equal to the amount which would have been
      received by CRT had no deduction or withholding been made; provided always
      that, if CRT is able to recover or set-off any such deduction or
      withholding, it shall refund such amount to Percipio as shall result in
      the net amount being retained by CRT being equal to the amount which would
      have been received by CRT had no deduction or withholding been
      made.

            


    

     

    
      	
              5.6  

            	
              The
      provisions of Clause 5.5 above requiring Percipio to pay to CRT a sum such
      that the net amount received by CRT is equal to the amount that would have
      been received by CRT had no deduction or withholding been made shall not
      apply if, and only to the extent that, the relevant deduction results from
      Percipio being under a legal obligation under the UK tax rules requiring
      Percipio to deduct income tax at source from royalties payable by Percipio
      to CRT in respect of a UK granted
patent.

            


    

     

    
      	
              5.7  

            	
              Where
      CRT does not receive payment of any sums due to it
      within[*******************], interest shall accrue on the sum due and
      owing to CRT at the rate equivalent to an annual rate of three per cent
      (3%) over the then current base rate of the Bank of England, for the UK,
      calculated on a daily basis, without prejudice to CRT’s right to receive
      payment on the Due Date.

            


    

     

    
      	
              6.  

            	
              BOOKS
      AND RECORDS

            


    

     

    
      	
              6.1  

            	
              Pursuant
      to Clause 4.4, Percipio shall prepare quarterly reports. The Quarterly
      Reports shall include Net Sales by country, including the company making
      the sales and the amount of Products sold. If CRT gives notice to Percipio
      within twenty (20) Business Days of the receipt of any such Quarterly
      Report that it does not accept the same, that Quarterly Report shall be
      certified by an independent accountant appointed by agreement between
      Percipio and CRT or, in default of agreement within ten (10) Business
      Days, appointed by the President for the time being of the Institute of
      Chartered Accountants of England and Wales in London. Percipio shall
      (subject to the independent accountant agreeing to maintain the
      confidentiality of the books and records save insofar as is necessary for
      the proper reporting to Percipio and CRT) make available to the
      independent accountant all books and records required for the purpose of
      that certification and the statements so certified shall be final and
      binding between the Parties.  The cost of the certification
      shall be the responsibility of Percipio if the statement is shown to have
      underestimated the monies payable to CRT by[********************] and the
      responsibility of CRT otherwise.  Any outstanding payments due
      to CRT which are identified as a result of carrying out the investigation
      shall be paid to CRT [********************]. There shall be no more than
      one certification by an independent accountant in relation to any one
      calendar year.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2  

            	
              Percipio
      shall keep true and accurate records and books of account, and shall
      require in its contracts with Sub-licensees that its Sub-licensees shall
      keep true and accurate records and books of account, containing all data
      necessary for the calculation of the amounts payable by Percipio to CRT
      pursuant to this Agreement, including such amounts payable pursuant to
      Clause 2.4.3.  Such records and books of account shall be kept
      for six (6) years following the end of the calendar year to which they
      relate and Percipio’s records and books of account shall, upon reasonable
      notice having been given by CRT, be open at reasonable times on Business
      Days for inspection under the terms of confidentiality contained in this
      Agreement, by an independent firm of accountants appointed by agreement
      between the Parties or, failing such agreement within ten (10) Business
      Days, appointed by the President for the time being of the Institute of
      Chartered Accountants of England and Wales in London. The cost of any such
      examination shall be borne by CRT, such examination to take place and be
      completed not later than six (6) years following the expiration of the
      period to which it relates and there shall be no more than one examination
      per year.

            


    

     

    
      	
              7.  

            	
              MANAGEMENT
      OF PATENT RIGHTS; OWNERSHIP OF INTELLECTUAL
  PROPERTY

            


    

     

    
      	
              7.1  

            	
              Subject
      to Clauses 7.4, 7.5 and 7.6 hereof, Percipio shall, from expiry of the
      2005 Licence, undertake or procure the filing, prosecution, and
      maintenance of the Licensed Intellectual Property, including the Licensed
      Patents, in the name of CRT and be responsible for any enforcement
      proceedings relating to them (including any interference or opposition
      proceedings); provided, further, that the Parties agree that Percipio’s
      obligations hereunder shall extend only within the Field (unless such
      filing, prosecution or maintenance is not separable by Field). Percipio or
      CRT shall provide copies of all relevant correspondence to CRT or
      Percipio, as the case may be, within fourteen (14) Business Days of
      receipt, and the Parties shall consult in all material respects with each
      other in relation to such filing, prosecution, and
      maintenance.

            


    

     

    
      	
              7.2  

            	
              Each
      Party shall give the other immediate notice of any actual or suspected
      infringement of the Licensed Patents or any actual or suspected misuse or
      misapplication of the Licensed Know How and/or the Licensed Materials by a
      Third Party which comes to that Party’s attention during the term of this
      Agreement.

            


    

     

    
      	
              7.3  

            	
              If
      either Party receives any notice, claim, or proceedings from any Third
      Party alleging infringement of that Third Party’s intellectual property by
      reason of either Party’s activities in relation to this Agreement or the
      use and exploitation of the Licensed Intellectual Property in the Field,
      the Party receiving that notice shall
      [*************************************] notify the other Party of the
      notice, claim or proceeding.

            


    

     

    
      	
              7.4  

            	
              Percipio
      may (subject to Clause 7.5), at its own cost, defend and enforce or may
      procure the defence or enforcement of the rights under the Licensed
      Intellectual Property in the Field, including any interference
      proceedings. CRT shall, at Percipio’s cost, render all such reasonable
      assistance as Percipio reasonably requests.
      [*****************************].

            


    

     

    
      	
              7.5  

            	
              If
      Percipio elects not to defend or enforce the relevant Licensed
      Intellectual Property in the Field pursuant to Clause 7.4 and if CRT
      desires the enforcement or defence of such rights it shall notify Percipio
      and Percipio shall, at CRT’s request [******], grant to CRT any and all
      rights that would be necessary solely for the purpose of allowing CRT to
      undertake such enforcement or defence. If Percipio is unable to grant such
      rights then it shall, at CRT’s request, grant to CRT the right to conduct
      such an action in its name. CRT shall defend and enforce or shall procure
      the defence or enforcement of the rights under Licensed Intellectual
      Property in the Field pursuant to this Clause 7.5 [**********]. Percipio
      shall provide,[********], all such reasonable assistance as CRT may
      reasonably request in any such
      proceedings.  [*************************************************].

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              7.6  

            	
              In
      the event that the Licensed Intellectual Property is licensed to a Third
      Party outside the Field for commercial purposes the costs and expenses in
      relation to the prosecution, maintenance and defence of the Licensed
      Intellectual Property referred to in this Clause 7 shall no longer be
      borne by Percipio alone and CRT undertakes to ensure that such costs and
      expenses shall be apportioned as between each licensee of the Licensed
      Intellectual Property in shares reflecting the commercial value of the
      Licensed Intellectual Property in the respective fields. However, nothing
      herein, including any licence to a Third Party by CRT, shall prevent
      Percipio from exercising its rights under Clause 7.4, and CRT agrees to
      take all steps necessary with said Third Parties to grant to Percipio any
      and all rights necessary to allow Percipio to undertake such enforcement
      or defence.  CRT further agrees that it will not allow any Third
      Party to enforce or defend the Licensed Intellectual Property, either
      within or outside the Field, without the prior express written permission
      of Percipio.

            


    

     

    
      	
              7.7  

            	
              CRT
      shall, [*************] provide such reasonable assistance and advice to
      Percipio as Percipio may request (including the provision of copies of any
      necessary documents) which is necessary or desirable for Percipio to apply
      for an extension to the term of protection of the Licensed Patents in the
      Field including any SPC or other like form of protection anywhere in the
      Territory.

            


    

     

    
      	
              7.8  

            	
              As
      between the Parties, their Affiliates and Sub-licensees:  (i)
      all rights, title and interest in the Percipio Intellectual Property shall
      be exclusively owned by Percipio and (ii) all rights, title and interest
      in any clinical data or regulatory filings relating to the Products shall
      be exclusively owned by Percipio.

            


    

     

    
      	
              8.  

            	
              WARRANTIES
      AND LIABILITY

            


    

     

    
      	
              8.1  

            	
              [**********************************]

            


    

     

    
      	
              8.1.1  

            	
              [**********************************]

            


    

     

    
      	
              8.1.2  

            	
              [**********************************]

            


    

     

    
      	
              8.2  

            	
              [**********************************]

            


    

     

    
      	
              8.3  

            	
              [**********************************].

            


    

     

    
      	
              8.4  

            	
              [**********************************].

            


    

     

    
      	
              8.5  

            	
              [**********************************].

            


    

     

    
      	
              8.6  

            	
              [**********************************].

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              8.7  

            	
              [**********************************]

            


    

     

    
      	
              8.8  

            	
              [**********************************].

            


    

     

    
      	
              8.9  

            	
              [**********************************].

            


    

     

    
      	
              9.  

            	
              CONFIDENTIALITY

            


    

     

    
      	
              9.1  

            	
              Each
      Party undertakes to keep secret and confidential and agrees not at any
      time for any reason whatsoever disclose or permit to be disclosed to any
      Third Party or otherwise make use of or permit use to be made of (except
      as expressly permitted by this Agreement), any Confidential Information of
      the disclosing Party and/or Know How of the disclosing Party and/or the
      Licensed Intellectual Property which come into the recipient Party’s
      possession during the term of this
Agreement.

            


    

     

    
      	
              9.2  

            	
              The
      Parties shall ensure that only those of, and their Affiliates’ and/or
      Sub-licensees’, their directors, officers and employees who need to have
      access to Confidential Information and/or Know How and/or the Licensed
      Intellectual Property for the proper performance of this Agreement and any
      Sub-licence do have access and that those who are directly concerned with
      the performance of this Agreement and any Sub-licence and who have access
      to the Confidential Information and/or Know How of the disclosing Party
      and/or the Licensed Intellectual Property are informed of its secret and
      confidential nature and the recipient Party undertakes to ensure that such
      of its, and its Affiliates’ and its Sub-licensees’, directors, officers
      and employees to whom the Confidential Information and/or Know How and/or
      the Licensed Intellectual Property is disclosed shall have, prior to such
      disclosure, executed a confidentiality undertaking on terms no less
      onerous than those contained in this Agreement or that such disclosure is
      adequately governed by the terms of the contract of employment of such
      director, officer or employee.

            


    

     

    
      	
              9.3  

            	
              The
      obligations of confidence referred to in this Clause 9 shall not extend to
      any Confidential Information or Know How or the Licensed Intellectual
      Property which:

            


    

     

    
      	
              9.3.1  

            	
              is
      at the time of disclosure, or thereafter becomes, generally available to
      the public otherwise than by reason of a breach by the recipient Party of
      the provisions of this Agreement;
or

            


    

     

    
      	
              9.3.2  

            	
              is
      known to the recipient Party without obligations of confidence prior to
      its receipt from the disclosing Party, as can be shown by written record;
      or

            


    

     

    
      	
              9.3.3  

            	
              is
      subsequently disclosed to the recipient Party without obligations of
      confidence by another party owing no such obligations in respect thereof;
      or

            


    

     

    
      	
              9.3.4  

            	
              is
      required to be disclosed by any applicable law or any Competent Authority
      to which a Party is from time to time subject;
  or

            


    

     

    
      	
              9.3.5  

            	
              is
      independently developed by a person or persons with no access to the
      Confidential Information disclosed by a Party, as demonstrated by written
      records; or

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              9.3.6  

            	
              is
      required to be or is necessarily disclosed through the marketing of a
      Product embodying Licensed Intellectual Property or to any Competent
      Authority or by the rules of any stock exchange, including for the
      avoidance of doubt the United States Securities and Exchange Commission
      pursuant to relevant U.S. securities regulations, and as may be required
      under the National Audit Act 1983 or otherwise legally required to be
      disclosed, provided always that the recipient Party shall use its best
      endeavours to limit any such disclosure to a minimum and shall, if
      reasonably possible, prior to such disclosure, provide the disclosing
      Party with sufficient notice, in order to obtain a protective or other
      order as a court of competent jurisdiction shall
  award.

            


    

     

    
      	
              9.4  

            	
              The
      obligations of each Party under Clauses 9.1-9.3 shall survive the
      expiration or termination for whatever reason of this
      Agreement.

            


    

     

    
      	
              10.  

            	
              TERM
      AND TERMINATION

            


    

     

    
      	
              10.1  

            	
              This
      Agreement shall come into effect on the Commencement Date and, unless
      sooner terminated as provided hereunder, shall continue in full force and
      effect until the termination of all licences granted to Percipio pursuant
      to Clause 2.1
  above.  [*********************]

            


    

     

    
      	
              10.2  

            	
              CRT
      may, on thirty (30) Business Days written notice, terminate this Agreement
      if:

            


    

     

    
      	
              10.2.1  

            	
              Percipio
      takes any action, serves any notice or commences any proceedings seeking
      to revoke or challenge the validity of the Licensed Patent or if it
      procures or assists a Third Party to take any such action;
    or

            


    

     

    
      	
              10.2.2  

            	
              the
      Financing Event has not occurred prior to the first anniversary of the
      Commencement Date; or

            


    

     

    
      	
              10.2.3  

            	
              the
      Sunburst Licence Agreement is terminated by Hamilton Atlantic;
      or

            


    

     

    
      	
              10.2.4  

            	
              at
      any time prior to the listing of shares of Percipio on a public exchange,
      in the event of a change of Control of Percipio where the new Controlling
      party is a Tobacco Party. “Control” for the purposes of this sub-clause
      means the power to secure that the affairs of Peripio are conducted in
      accordance with the wishes of another whether through ownership of 50% or
      more of the voting securities of Percipio or by contract or otherwise and
      “Controlling” shall be construed
accordingly.

            


    

     

    
      	
              10.3  

            	
              [************************************************].

            


    

     

    
      	
              10.4  

            	
              [************************************************].

            


    

     

    
      	
              10.5  

            	
              Either
      CRT on the one hand or Percipio on the other hand (the “Terminating Party”)
      shall have the right to terminate this Agreement forthwith upon giving
      written notice of termination to Percipio on the one hand or CRT on the
      other hand as the case may be (the “Defaulting Party”), upon
      the occurrence of any of the following events at any time during this
      Agreement:

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              10.5.1  

            	
              the
      Defaulting Party commits a material breach of this Agreement which in the
      case of a breach capable of remedy has not been
      remedied[******************] after the receipt by the Defaulting Party
      from the Terminating Party of written notice identifying the breach and
      requiring its remedy;

            


    

     

    
      	
              10.5.2  

            	
              the
      Defaulting Party for a period of longer than
      [**********************]suspends payment of its debts or otherwise ceases
      or threatens to cease to carry on its business or becomes bankrupt or
      insolvent (including without limitation being deemed to be unable to pay
      its debts);

            


    

     

    
      	
              10.5.3  

            	
              a
      proposal is made or a nominee or supervisor is appointed for a composition
      in satisfaction of the debts of the Defaulting Party or a scheme or
      arrangement of its affairs, or the Defaulting Party enters into any
      composition or arrangement for the benefit of its creditors, or
      proceedings are commenced in relation to the Defaulting Party under any
      law, regulation or procedure relating to the re-construction or
      re-adjustment of debts (including where a petition is filed or proceeding
      commenced seeking any reorganisation, arrangement, composition or
      re-adjustment under any applicable bankruptcy, insolvency, moratorium,
      reorganisation or other similar law affecting creditor’s rights or where
      the Defaulting Party consents to, or acquiesces in, the filing of such a
      petition); or

            


    

     

    
      	
              10.5.4  

            	
              the
      Defaulting Party takes any action, or any legal proceedings are started or
      other steps are taken by a Third Party, with a view
  to:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      winding up or dissolution of the Defaulting Party (other than for the
      reconstruction of a solvent company for any purpose, including the
      inclusion of any part of the share capital of the Defaulting Party on a
      recognised public stock exchange);
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      appointment of a liquidator, trustee, receiver, administrative receiver,
      receiver and manager, interim receiver custodian, sequestrator or similar
      officer of the Defaulting Party against the Defaulting Party or a
      substantial part of the assets of the Defaulting Party;
  or

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      undertaking of anything analogous to any of the foregoing under the laws
      of any country.

            


    

     

    
      	
              10.6  

            	
              [****************************************************]

            


    

     

    
      	
              11.  

            	
              CONSEQUENCES
      OF TERMINATION

            


    

     

    
      	
              11.1  

            	
              Subject
      to Clauses 10.6 and 11.4 upon termination of this
    Agreement:

            


    

     

    
      	
              11.1.1  

            	
              the
      licence rights granted by CRT to Percipio pursuant to Clause 2 shall
      terminate and any Sub-licences granted by Percipio pursuant to Clause 2.4
      shall terminate;

            


    

     

    
      	
              11.1.2  

            	
              Percipio
      shall pay to CRT within [********************] all sums due to CRT
      hereunder which have accrued prior to the date of
    termination;

            


    

     

    
      	
              11.1.3  

            	
              each
      recipient of Confidential Information shall promptly return to each
      disclosing Party, or, at the option of the disclosing Party, destroy, all
      Confidential Information held in hard copy or electronic form which has
      been provided to the recipient Party save that each recipient Party shall
      be permitted to retain one copy of any document containing such
      Confidential Information for the purposes of ensuring its continuing
      compliance with Clause 9 and for no other purpose;
  and

            


    

     

    
      	
              11.1.4  

            	
              upon
      written request by CRT, Percipio shall, [*************************] of
      receipt of said notice, return to CRT, or, at CRT’s option, destroy all
      Licensed Materials held by Percipio.  Nothing herein shall
      require Percipio to return publicly available material or other materials
      that are the subject of Clause 9.3,
above.

            


    

     

    
      	
              11.2  

            	
              Subject
      to the provisions of Clause 10.6 Percipio shall provide to CRT within
      thirty (30) Business Days of termination of this Agreement one copy of
      each document containing information, together with any information held
      in an electronic form, in each case in reasonably sufficient detail to
      enable CRT itself or through a Third Party to further develop Products,
      relating directly to the Licensed Intellectual Property whilst undertaking
      the Development Plan or comprised within Viragen Intellectual
      Property.

            


    

     

    
      	
              11.3  

            	
              In
      the event of termination:

            


    

     

    
      	
              11.3.1  

            	
              By
      Percipio pursuant to Clauses 10.3 or 10.4 in a particular country, then
      Percipio agrees to provide CRT with a non-exclusive sub-licensable licence
      to use the Percipio Intellectual Property and Viragen Intellectual
      Property on a Revenue Share basis in that country or
      countries;

            


    

     

    
      	
              11.3.2  

            	
              By
      Percipio pursuant to Clauses 10.3 or 10.4 in the entire Territory, then
      Percipio agrees to assign to CRT all Percipio Intellectual Property and
      clinical data relating to the Licensed Intellectual Property to which it
      has rights and in the event that the Sunburst Licence
      Agreement:

            


    

     

    
      	
              (a)  

            	
              remains
      in force or has been terminated by Hamilton Atlantic, Percipio agrees to
      grant CRT an exclusive sub-licensable worldwide right and licence under
      all of its rights in the Viragen Intellectual Property to research,
      develop, use, keep, make, have made, market, distribute, sell, offer to
      sell, advertise or otherwise dispose of Products in the Field, on a
      Revenue Share basis; or

            
	 	 
	
              (b)  

            	has
      been or is terminated by Percipio, Percipio agrees, in accordance with any
      agreement in place between CRT and Hamilton Atlantic, to grant CRT an
      exclusive sub-licensable worldwide right and licence under all of its
      rights in the Viragen Intellectual Property to research, develop, use,
      keep, make, have made, market, distribute, sell, offer to sell, advertise
      or otherwise dispose of Products in the Field on a Revenue Share
      basis.


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              11.3.3  

            	
              By
      CRT pursuant to Clauses 10.2.2, 10.2.3 or 10.5, Percipio shall assign all
      Percipio Intellectual Property to which it has ownership rights and any
      clinical data generated by Percipio relating to the Licensed Intellectual
      Property to CRT and in the event that the Sunburst Licence
      Agreement:

            


    

     

    
      	
              (a)  

            	
              remains
      in force, or has been terminated by Hamilton Atlantic, Percipio agrees to
      grant CRT an exclusive worldwide right and licence under all of its rights
      in the Viragen Intellectual Property to research, develop, use, keep,
      make, have made, market, distribute, sell, offer to sell, advertise or
      otherwise dispose of Products in the Field, on Revenue Share terms to be
      agreed;

            
	 	 
	(b)  	
              has
      been or is terminated by Percipio, Percipio agrees, in accordance with any
      agreement in place between CRT and Hamilton Atlantic, to grant CRT an
      exclusive worldwide right and licence under all of its rights in the
      Viragen Intellectual Property to research, develop, use, keep, make, have
      made, market, distribute, sell, offer to sell, advertise or otherwise
      dispose of Products in the Field on a Revenue Share
  basis.

            


    

     

    
      	
              11.4  

            	
              In
      the event of the expiry of this Agreement or the termination of this
      Agreement by Percipio pursuant to Clause 10.5, CRT shall grant to Percipio
      a non-exclusive, perpetual, fully paid up royalty-free licence to the
      Licensed Intellectual Property to research, develop, use, keep, make, have
      made, market, distribute, sell, offer to sell, advertise or otherwise
      dispose of the Products in the Territory. In the event of (i) a
      termination of a licence in a country (except pursuant to Clauses 10.3 or
      10.4) or (ii) the occurrence of an event as set forth in Clause 10.6, CRT
      shall grant to Percipio a non-exclusive, perpetual, fully paid up
      royalty-free licence to the Licensed Intellectual Property to research,
      develop, use, keep, make, have made, market, distribute, sell, offer to
      sell, advertise or otherwise dispose of the Products in such
      country.  Notwithstanding anything to the contrary set forth in
      this Clause 11.4, if CRT shall terminate the Agreement pursuant to Clauses
      10.2 or 10.5, the licence shall
terminate.

            


    

     

    
      	
              11.5  

            	
              If
      Percipio serves notice to terminate this Agreement in the Territory or in
      particular countries pursuant to Clauses 10.3 or 10.4 it shall, without
      prejudice to its obligation to pay royalties during the notice period, pay
      to CRT all of any milestone payment which has not been paid and in respect
      of which the milestone event has been achieved prior to the date of
      notification by Percipio of its intention to
  terminate.

            


    

     

    
      	
              11.6  

            	
              Notwithstanding
      anything to the contrary herein, the termination or expiry of this
      Agreement for whatever reason shall not affect the accrued rights of the
      Parties arising in any way out of this Agreement as at the date of
      termination or expiry and in particular but without limitation the right
      to recover damages and interest, and the provisions of Clauses 2.3, 2.6,
      6.2, 7.7 (but only to the extent that a licence has been granted pursuant
      to Clause 11.4 hereof),7.8, 8.1-8.9, 9.1-9.4, 10.6, 11.1-11.8, 14.1-14.2,
      17.1-17.3, 18.1, 18.2, 19.1, 20.1, 20.2, 21.1 and 22.1-22.3 shall remain
      in full force and effect.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              11.7  

            	
              Notwithstanding
      the provisions of Clause 11.1.1, termination or expiry of this Agreement
      for whatever reason shall be without prejudice to the rights of Percipio
      and/or its permitted Sub-licensees to fulfill orders received prior to the
      termination or expiry subject to the payment of royalties on any Net Sales
      accruing in respect thereof at the rates set out in this
      Agreement.

            


    

     

    
      	
              11.8  

            	
              [***************************************************].

            


    

     

    
      	
              12.  

            	
              WAIVER

            


    

     

    
      	
              12.1  

            	
              Neither
      Party shall be deemed to have waived any of its rights or remedies
      conferred by this Agreement unless the waiver is made in writing and
      signed by a duly authorised representative of that Party.  In
      particular, no delay or failure of either Party in exercising or enforcing
      any of its rights or remedies conferred by this Agreement shall operate as
      a waiver of those rights or remedies or so as to preclude or impair the
      exercise or enforcement of those rights or remedies nor shall any partial
      exercise or enforcement of any right or remedy by either Party preclude or
      impair any other exercise or enforcement of that right or remedy by that
      Party.

            


    

     

    
      	
              13.  

            	
              ENTIRE
      AGREEMENT/VARIATIONS

            


    

     

    
      	
              13.1  

            	
              This
      Agreement constitutes the entire agreement and understanding between the
      Parties and supersedes all prior oral or written understandings,
      arrangements, representations or agreements between them relating to the
      subject matter of this Agreement.

            


    

     

    
      	
              13.2  

            	
              No
      director, employee or agent of either Party is authorised to make any
      representation or warranty to the other Party not contained in this
      Agreement, and each Party acknowledges that it has not relied on any such
      oral or written representations or warranties. Nothing in this Clause 13
      shall operate to limit or exclude any liability for
  fraud.

            


    

     

    
      	
              13.3  

            	
              No
      variation, amendments, modification or supplement to this Agreement shall
      be valid unless made in writing in the English language and signed by a
      duly authorised representative of both
Parties.

            


    

     

    
      	
              13.4  

            	
              In
      the event of any conflict or discrepancy between this Agreement and any
      other agreement, schedule or amendment, the terms of this Agreement shall
      control unless superseded by subsequent written
  agreement.

            


    

     

    
      	
              14.  

            	
              NOTICES

            


    

     

    
      	
              14.1  

            	
              Any
      notice to be given pursuant to this Agreement shall be in writing in the
      English language and shall be delivered by hand, sent by overnight
      registered or recorded delivery airmail post or sent by facsimile
      confirmed by registered or recorded delivery post to the address or
      facsimile number of the recipient set out below or such other address or
      facsimile number as a Party may from time to time designate by written
      notice to the other Parties.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Address
of Percipio

    


    Percipio
Biotherapeutics, Inc.

    


    10990
Wilshire Blvd., Suite 1410

    Los
Angeles

    California
90024

    USA

    


    For the
attention of   Robert Brooke

         Chief
Executive Officer

    


    Fax No.
+1 (310) 696-0334

    


    Address
of CRT

    


    Sardinia
House

    Sardinia
Street

    London

    WC2A
3NL

    


    Fax No.
+44 (0) 20 7269 3641

    


    For the
attention of the Chief Executive.

    


    
      	
              14.2  

            	
              Any
      notice given pursuant to this Clause 14 shall be deemed to have been
      received:

            


    

     

    
      	
              14.2.1  

            	
              in
      the case of delivery by hand, when delivered;
or

            


    

     

    
      	
              14.2.2  

            	
              in
      the case of sending by overnight registered or recorded delivery airmail
      post on the second Business Day following the day of posting;
      or

            


    

     

    
      	
              14.2.3  

            	
              in
      the case of facsimile, on acknowledgement by the recipient facsimile
      receiving equipment if the acknowledgement occurs before 1700 hours local
      time of the recipient on a Business Day and in any other case on the
      following Business Day.

            


    

     

    
      	
              15.  

            	
              ASSIGNMENT

            


    

     

    
      	
              15.1  

            	
              Neither
      Party shall without the prior written consent of the other Party, assign
      the benefit and/or burden of this Agreement nor sub-contract any of its
      obligations hereunder unless otherwise permitted by the terms hereof;
      provided always that CRT or Percipio may assign the benefit of this
      Agreement, or sub-contract any of its obligations hereunder, in whole or
      in part to any Affiliate or to a successor to or purchaser of all or
      substantially all of the business of the assigning Party relating to this
      Agreement (whether in a merger, sale of stock, sale of assets or
      otherwise), on the conditions that (i) the assigning Party gives prior
      written notice to the non-assigning Party and (ii) that the assignee is
      not a Tobacco Party; however, nothing herein shall permit an assignment to
      any competitor of any Party.

            


    

     

    
      	
              16.  

            	
              FORCE
      MAJEURE

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              16.1  

            	
              If
      a Party (the “Non-Performing Party”)
      is unable to carry out any of its obligations under this Agreement due to
      Force Majeure this Agreement shall remain in effect but the Non-Performing
      Party’s relevant obligations under this Agreement and the relevant
      obligations of the other Party (the “Innocent Party”) under
      this Agreement shall be suspended for a period equal to the duration of
      the circumstance of Force Majeure (the “Suspension”) provided
      that:

            


    

     

    
      	
              16.1.1  

            	
              the
      Suspension is of no greater scope than is required by the Force
      Majeure;

            


    

     

    
      	
              16.1.2  

            	
              the
      Non-Performing Party gives the Innocent Party prompt notice describing the
      circumstance of Force Majeure, including the nature of the occurrence and
      its expected duration, and continues to furnish regular reports during the
      period of Force Majeure;

            


    

     

    
      	
              16.1.3  

            	
              the
      Non-Performing Party uses all reasonable efforts to remedy its inability
      to perform and to mitigate the effects of the circumstance of Force
      Majeure; and

            


    

     

    
      	
              16.1.4  

            	
              as
      soon as practicable after the event which constitutes Force Majeure the
      Parties shall discuss how best to continue their operations as far as
      possible in accordance with this
Agreement.

            


    

     

    
      	
              16.2  

            	
              If
      the Suspension continues for a period of six (6) calendar months the
      Innocent Party may give thirty (30) Business Days written notice
      thereafter to terminate this Agreement to the Non-Performing Party and
      termination shall occur if the Force Majeure is continuing at the end of
      that thirty (30) Business Day notice
period.

            


    

     

    
      	
              17.  

            	
              DISPUTE
      RESOLUTION

            


    

     

    
      	
              17.1  

            	
              Any
      question, difference or dispute which may arise concerning the
      construction meaning or effect of this Agreement or concerning the rights
      and liabilities of the Parties hereunder or any other matter arising out
      of or in connection with this Agreement shall first be submitted to the
      then acting Chief Executive Officer of Percipio and the Chief Executive of
      CRT who may call on others to advise them as they see
  fit.

            


    

     

    
      	
              17.2  

            	
              If
      the discussions under Clause 17.1 should fail to resolve the question,
      difference or dispute within forty-five (45) Business Days, the Parties
      agree to try in good faith to settle the matter by mediation, but not
      arbitration, administered by the American Arbitration Association under
      its Commercial Mediation Rules. Any mediation under this Clause 17.2 shall
      take place in London.  If mediation should fail to resolve the
      question, difference or dispute within forty-five (45) Business Days, the
      Parties agree that either Party may seek resolution of such question,
      difference or dispute in court pursuant to Clause
  22.1.

            


    

     

    
      	
              17.3  

            	
              Notwithstanding
      the foregoing, and notwithstanding Clause 22, any Party may seek immediate
      injunctive or other interim relief from any court of competent
      jurisdiction with respect to any matter for which monetary damages would
      not adequately protect such Party’s interests or otherwise to enforce and
      protect intellectual property rights owned or licensed to such
      Party.

            


    

     

    
      	
              18.  

            	
              SEVERANCE
      OF TERMS

            


    

     

    
      	
              18.1  

            	
              If
      the whole or any part of this Agreement is or becomes or is declared
      illegal, invalid or unenforceable in any jurisdiction for any reason
      (including both by reason of the provisions of any legislation and also by
      reason of any court or Competent Authority which either has jurisdiction
      over this Agreement or has jurisdiction over any of the
      Parties):

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
              18.1.1  

            	
              in
      the case of the illegality, invalidity or unenforceability of the whole of
      this Agreement it shall terminate only in relation to the jurisdiction in
      question; or

            


    

     

    
      	
              18.1.2  

            	
              in
      the case of the illegality, invalidity or unenforceability of part of this
      Agreement that part shall be severed from this Agreement in the
      jurisdiction in question and that illegality, invalidity or
      unenforceability shall not in any way whatsoever prejudice or affect the
      remaining parts of this Agreement which shall continue in full force and
      effect.

            


    

     

    
      	
              18.2  

            	
              If
      in the reasonable opinion of any Party any severance under this Clause 18
      materially affects the commercial basis of this Agreement, the Parties
      shall discuss, in good faith, ways to eliminate the material
      effect.

            


    

     

    
      	
              19.  

            	
              THIS
      AGREEMENT NOT TO CONSTITUTE A
PARTNERSHIP

            


    

     

    
      	
              19.1  

            	
              None
      of the provisions of this Agreement shall be deemed to constitute a
      partnership between the Parties and neither of the Parties shall have any
      authority to bind the other in any way except as provided in this
      Agreement.

            


    

     

    
      	
              20.  

            	
              PUBLIC
      STATEMENTS

            


    

     

    
      	
              20.1  

            	
              Except
      as provided in Clause 20.2, neither Party shall, without the prior written
      consent of the other Party:

            


    

     

    
      	
              20.1.1  

            	
              use
      in advertising, publicly or otherwise, any trade-name, personal name,
      trade mark, trade device, service mark, symbol, or any abbreviation,
      contraction or simulation thereof, owned by the other Party;
      or

            


    

     

    
      	
              20.1.2  

            	
              represent,
      either directly or indirectly, that any product or service of the other
      Party is a product or service of the representing Party or that it is made
      in accordance with or utilises the information or documents of the other
      Party.

            


    

     

    
      	
              20.2  

            	
              The
      restrictions in Clause 20.1 shall not apply to the
    following:

            


    

     

    
      	
              20.2.1  

            	
              a
      press release, in a form agreed to in writing by both Parties, publicly
      announcing this Agreement; or

            


    

     

    
      	
              20.2.2  

            	
              use
      as required by any applicable law or governmental regulation, including,
      for the avoidance of doubt, compliance with all applicable United States
      Food and Drug Administration and United States federal and state
      securities laws, including the United States Securities and Exchange
      Commission Rules and requirements.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              21.  

            	
              COSTS

            


    

     

    
      	
              21.1  

            	
              Each
      Party shall bear its own legal costs, legal fees and other expenses
      incurred in the preparation and execution of this
    Agreement.

            


    

     

    
      	
              22.  

            	
              GOVERNING
      LAW, JURISDICTION AND PRESUMPTIONS

            


    

     

    
      	
              22.1  

            	
              All
      matters relating to this Agreement shall be governed by the laws of
      England and the Parties submit to the non-exclusive jurisdiction of the
      English courts.

            


    

     

    
      	
              22.2  

            	
              This
      Agreement shall be deemed to be jointly created and drafted, and no
      presumption shall arise, and no provision shall be construed, against the
      drafter of a particular section or provision, when interpreting this
      Agreement.

            


    

     

    
      	
              22.3  

            	
              No
      term of this Agreement shall be enforceable under the Contracts (Rights of
      Third Parties) Act 1999 by a person who is not a Party, but this does not
      affect any right or remedy of a third party which exists or is available
      apart from under that Act.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    SCHEDULE 1 – DEVELOPMENT
PLAN

    


    [***************************]

    


    STAGE 1.

    


    
      	
              Activity

            	
              Estimated
      Timeline for Achievement

            
	
              [***********************************]

            	
              [************]

            
	
              [***********************************]

               

            	
              [************]

            
	
              [***********************************]

               

            	
              [************]

            
	
              [***********************************]

            	
              [************]

            


    

    


    [********************************************************************]

    STAGE 2.

    


    [***************************************************************************]

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
2

    


    
      	
              PATENT/APPLICATION
      NUMBER

            	
              COUNTRY/REGION

            	
              FILING
      DATE

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            
	
              [****************************]6

            	
              [***********]

            	
              [***********]

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            
	
              [****************************]

            	
              [***********]

            	
              [***********]

            


    

    


    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    SCHEDULE
3

    


    Licensed Know
How

    


    Full
detail is set out below of all Know How generated and arising from the antibody
programme prior to the termination of the Collaboration Agreement and which
forms the subject matter of the licence rights relating to the Licensed Know How
pursuant to Clause 2.1 as follows:

    


    1.           C3b
deposition assay

    2.           Complement
lysis assay

    3.           Antibody
dependent cellular cytotoxicity assay

    4.           Anaphylatoxin
assay

    5.           Monocyte
stimulation assay

    6.           T
cell co-stimulation assay

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

     

    
 

    IN
WITNESS whereof this Agreement has been executed by duly authorized officers of
the Parties on the date first above written.

     

    
      	 Signed
      by:  	 	 	 
	 	 	 	 
	 Name:	 	 	 
	 	 	 	 
	 Title: 	 	 	 
	 	 For and on
      behalf of	 	 
	 	 CANCER RESEARCH TECHNOLOGY
      LIMITED	 	 
	 	 	 	 
	 Signed
      by:  	 Robert
      Brooke	 	 
	 	 	 	 
	 Name: 	 	 	 


    

                                

      
        	 Title: 	 Chief
      Executive Officer	 	 
	 	 For and on
      behalf of	 	 
	 	 PERCIPIO BIOTHERAPEUTICS,
      INC.	 	 


      

       

    

    


                   

                                   

    


                                   


    


     

     

    


     

     

     

     

    28