Portions
of this document have been omitted as permitted by the rules of the Securities and Exchange Commission. The information excluded
is both (i) not material and (ii) would be competitively harmful if publicly disclosed. [*] designates the omitted information.


 


Exhibit
10.7


 


LICENSE
AGREEMENT


 


BETWEEN


 


Cocrystal
Pharma, Inc.


 


AND


 


KANSAS
STATE UNIVERSITY RESEARCH FOUNDATION


 




    	 	1	 



     


    

 


LICENSE
AGREEMENT


 


This
LICENSE AGREEMENT (this “Agreement”), the effective date of which is February 12, 2020 (hereinafter “Effective
Date”) is made by and between Kansas State University Research Foundation, a non-profit Kansas corporation having
its principal office at 2005 Research Park Circle, Manhattan, Kansas, USA, 66502 (hereinafter referred to as “Foundation”)
and Cocrystal Pharma, Inc., a corporation having its principal office at 19805 North Creek Parkway, Bothell, WA 98011 (hereinafter
referred to as “Licensee”)(each of Foundation and Licensee, a “Party” and together the “Parties”).


 


RECITALS


 


	 	A.	Foundation has been assigned the patent rights
    [*]; 
	 	B.	Foundation desires to have products and services
    based on the inventions described in the Patent Rights developed and commercialized to benefit the public; and
	 	C.	Licensee desires to obtain a license under the
    Patent Rights and Know-How.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, the Parties hereby agree as
follows:


 


ARTICLE
1: DEFINITIONS


 


For
the purposes of this Agreement, the following words and phrases shall have the following meanings:


 


	1.1	“Affiliate”
    means any individual or entity directly or indirectly controlling, controlled by or under common control with, a Party to
    this Agreement. For purposes of this Agreement, the direct or indirect ownership of over fifty percent (50%) of the profits
    or earnings of an entity shall be deemed to constitute control. Such other relationship as in fact results in actual control
    over the management, business and affairs of an entity shall also be deemed to constitute control. For the limited scope of
    this Agreement, Kansas State University (hereinafter the “University”) is deemed to be an Affiliate of
    Foundation.
	 	 
	1.2	“Confidential
    Information” as used in this Agreement means all information in any form whatsoever disclosed in any manner by or
    on behalf of one Party or its Affiliates to the other Party or any of its Affiliates before or after the Effective Date and
    includes without limitation information about products, raw materials, packaging, manufacturing processes, samples, technical
    information, scientific information, financial information, business information, customer and supplier lists, and the terms
    and conditions of this Agreement.
	 	 
	1.3	“Control”
    means, with respect to any item of Know-How, Patent Right, or other intellectual property right, a Party has the ability (whether
    by sole, joint or other ownership interest, license, sublicense or otherwise, and including any such abilities which are contingent)
    (other than by operation of the licenses granted in this Agreement) to grant a license, sublicense, access or right to use
    (as applicable) under such item of Know-How, Patent Right, or other intellectual property right to the other Party on the
    terms and conditions set forth herein at the time of such grant, in each case without breaching the terms of any agreement
    with a third party.
	 	 
	1.4	Omitted


 




    	 	2	 



     


    

 


	1.5	Omitted
	 	 
	1.6	“Field of
    Use” means the use of “Licensed Products” for antiviral therapeutics for humans, as well as antiviral
    diagnostic and prophylactic uses for humans. Excluded from the Field of Use is any use of compound known as [*]. 
	 	 
	1.7	“Know-How”
    means any subject matter owned or Controlled by Foundation relating to the subject matter of the Patent Rights but not claimed
    in the Patent Rights and otherwise not known to the general public.
	 	 
	1.8	“Licensed
    Products” means on a country-by-country basis, any product for use in the Field of Use.
	 	 
	1.9	“Net Sales”
    means the gross amount of monies or cash equivalent or other consideration which is paid by unaffiliated third parties to
    Licensee, and its sublicensee’s billings for Licensed Products less the sum of the following:


 


	 	a.	discounts allowed in
    amounts customary in the trade;
	 	b.	sales, tariff duties
    and/or use taxes directly imposed and with reference to particular sales;
	 	c.	outbound transportation
    and insurance prepaid or allowed; 
	 	d.	amounts allowed or
    credited on returns, rebates, chargebacks and other allowances; and
	 	e.	retroactive price reductions
    that are actually allowed or granted.


 


	 	No deductions shall
    be made for commissions paid to individuals whether they are with independent sales agencies or regularly employed by Licensee
    and on its payroll, or for cost of collections. Licensed Products shall be considered “sold” when billed out or
    invoiced. For the purposes of calculating Net Sales, transfers to a sublicensee or an Affiliate of Licensed Product under
    this Agreement for (i) end use (but not resale) by the sublicensee or Affiliate shall be treated as sales by Licensee at list
    price of Licensee and (ii) resale by a sublicensee or an Affiliate shall not be treated as Net Sales, but the resale thereof
    shall be treated as Net Sales; provided, however, Net Sales shall not include any Licensed Products transferred for use in
    connection with clinical trials or other development activity, pre-clinical research and trials, promotional use (including
    samples), compassionate use or indigent programs. [For “compassionate use”, see 
	 	https://www.fda.gov/news-events/public-health-focus/expanded-access
	 	https://www.cancer.org/treatment/treatments-and-side-effects/clinical-trials/compassionate-drug-use.html]
	 	 
	1.10	“Patent Rights”
    means any subject matter claimed in or disclosed by [*].
	 	 
	1.11	“Term”
    the term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in Article 11,
    shall continue in full force and effect until the expiration of the last to expire of the Patent Rights.
	 	 
	1.12	“Territory”
    means worldwide.
	 	 
	1.13	“Valid Patent
    Claim” means a claim in any issued and unexpired patent included in the Patent Rights, which claim has not been
    held invalid or unenforceable by the decision of a court or government agency or other appropriate body of competent jurisdiction
    (which decision is not appealable or has not been appealed within the time allowed for appeal), has not been abandoned or
    admitted to be invalid or unenforceable through reissue, reexamination or disclaimer, and has not been made unenforceable
    due to failure to pay maintenance fees. 


 




    	 	3	 



     


    

 


ARTICLE
2: LICENSE GRANT


 


	2.1	Subject to the terms
    and conditions set forth herein, Foundation hereby grants to Licensee an exclusive, royalty-bearing right and license in the
    Territory for the Field of Use to practice under the Patent Rights to make, have made, use, lease, sell, offer to sell, and
    import Licensed Products in the Territory until the end of the Term for which the Patent Rights are granted to the Foundation
    by the responsible agencies, unless this Agreement shall be sooner terminated according to the terms hereof.
	 	 
	2.2	Foundation also hereby
    grants to Licensee a non-exclusive right and license in the Territory for the Field of Use to practice under the Know-How
    to make, have made, use, lease, sell, offer to sell, and import Licensed Products in the Territory until the end of the Term
    for which the Patent Rights are granted to the Foundation by the responsible agencies, unless this Agreement shall be sooner
    terminated according to the terms hereof.
	 	 
	2.3	For clarity, Foundation
    shall be free to grant commercial licenses to the Patent Rights to third parties in all fields outside the Field of Use, which
    licenses shall not conflict with the terms of this Agreement and shall expressly deny any license or right to commercialize
    products within the Field of Use. 
	 	 
	2.4	Foundation and the
    University have a reserved right to practice under the Patent Rights for non-commercial research and educational purposes
    within the mission of the University, adhering to the confidentiality provisions of Article 13.
	 	 
	2.5	Licensee shall have
    the right to enter into sublicensing agreements for the rights, privileges and licenses granted hereunder, provided that Licensee
    shall give Foundation written notice thereof within thirty (30) days after any such sublicense shall become effective. No
    such sublicense shall relieve Licensee of its obligations hereunder and Licensee and each such sublicensee shall execute documents
    to the foregoing effect, a copy of which and any amendments thereto will be furnished to Foundation promptly upon execution
    and delivery. Upon any termination of this Agreement, all sublicensee’s rights shall also terminate, except as provided
    in Section 11.7 hereof.
	 	 
	2.6	Licensee agrees that
    any sublicense granted by it shall be subject in all respects to restrictions, provisions and obligations in this Agreement
    and shall be binding upon the sublicensee as if it were a party to this Agreement and include a provision prohibiting the
    sublicensee from sublicensing its rights under such sublicense agreement.
	 	 
	2.7	Licensee shall not
    receive from sublicensee(s) anything of value in lieu of cash payments in consideration for any sublicense under this Agreement,
    without the express prior written permission of Foundation.
	 	 
	2.8	The license granted
    shall not be construed to confer any rights upon Licensee by implication, estoppel or otherwise as to any technology not specifically
    set forth in Patent Rights or Know-How.


 




    	 	4	 



     


    

 


	2.9	Development of the
    invention was sponsored in part by the United States Government, and as a consequence this Agreement, any license agreement
    and the invention are subject to overriding obligations to the Federal Government (including a non-exclusive, irrevocable
    license to use the invention by or on behalf of the Government throughout the world), under 35 U.S.C. §§200-212
    and applicable regulations.


 


ARTICLE
3: DUE DILIGENCE


 


	3.1	Licensee shall use
    commercially reasonable efforts and shall cause its sublicensees to use commercially reasonable efforts: (a) to develop Licensed
    Products; (b) to introduce Licensed Products into the commercial market; and (c) to market Licensed Products following such
    introduction into the market; to the extent such Licensed Products are covered by a Valid Patent Claim. 
	 	 
	3.2	Omitted.
	 	 
	3.3	Omitted 
	 	 
	3.4	Until reporting begins
    under Section 5.2, Licensee shall, within sixty (60) days after the end of each calendar year starting in year 2021, furnish
    Foundation with a written report summarizing its, its Affiliates’ and its sublicensees’ efforts during the prior
    year to develop and commercialize Licensed Products, including: (a) research and development activities completed; (b) commercialization
    and/or other distribution efforts, including significant corporate transactions involving Licensed Products; and (c) marketing
    efforts. Each report must contain a sufficient level of detail for Foundation to assess whether Licensee is in compliance
    with its obligations under Section 3.1 and a discussion of intended efforts for the then current year. Together with each
    report, Licensee shall provide Foundation with a copy of the then current development plan for the current year, including
    an updated schedule of anticipated events or milestones.
	 	 
	3.5	Licensee’s failure
    to perform in accordance with Section 3.4 above shall be grounds for Foundation to terminate this Agreement pursuant to Section
    11.3 herein, providing such deficiency is not remedied within ninety (90) days of notice by Foundation to Licensee that such
    deficiency exists.


 




    	 	5	 



     


    

 


ARTICLE
4: CONSIDERATION FOR GRANT OF LICENSE


 


	4.1	For the rights, privileges
    and license granted, Licensee agrees to reimburse Foundation the sum of [*], payable thirty (30) days after the Effective
    Date, for third-party fees and expenses paid by Foundation prior to the Effective Date of this Agreement associated with the
    filing, prosecution and maintenance of the Patent Rights. The details of these fees are set forth in Appendix A (“Patent
    Fees”). Licensee shall also make the following payments to Foundation in the manner hereinafter provided during
    the Term:


 


	 	(a)	LICENSE
    INITIATION FEE: Licensee shall pay to Foundation a non-refundable License Initiation Fee in the sum of eighty thousand
    dollars (USD $80,000), payable thirty (30) days after the Effective Date. This License Initiation Fee shall be separate from
    and unrelated to any other fees, such as, the Annual License Maintenance Fees, and Royalty payments set forth in this Article
    4. 
	 	 	 
	 	(b)	ANNUAL
    LICENSE MAINTENANCE FEE: Licensee shall pay the following annual license maintenance fees (the “Annual License
    Maintenance Fees”):
	 	 	 
	 	 	Twenty
    thousand dollars (USD $20,000) each year.
	 	 	 
	 	 	Such
    Annual License Maintenance Fees shall be due on the anniversary date of the Effective Date and are non-refundable. Royalty
    payments in a given license year shall be creditable against these Annual License Maintenance Fees. 
	 	 	 
	 	(c)	RUNNING ROYALTIES: During the Term, Licensee
    shall pay Foundation running royalties in an amount equal to [*] of Net Sales of Licensed Products covered by a Valid Patent
    Claim (such royalties, the “Running Royalties”); provided, however, that in the event Licensee or its sublicensee
    or Affiliate is required to pay a third party in consideration for a license under any patent rights claiming the composition,
    use or manufacture of the Licensed Product, Licensee shall then be entitled to credit fifty percent (50%) of such third party
    payments against the Running Royalties with respect to the Net Sales of the Licensed Product, such credit not to exceed fifty
    percent (50%) of the Running Royalties otherwise due for any calendar quarter for the Licensed Product.
	 	 	 
	 	(d)	DEVELOPMENT MILESTONE PAYMENTS: Licensee
    will pay development milestone payments as set forth below within thirty (30) days after the achievement of the relevant milestone
    by Licensee, as applicable, or its affiliates or sublicensees. 


 


	“Major Country” means the
    United Kingdom, France, Germany, Italy, Spain or Canada.	 
	 	 
	Dosing of the first patient with the first Licensed
    Product in a Phase 1 clinical trial 	[*]

	Dosing of the first patient with the first Licensed
    Product in a Phase 2 clinical trial 	[*]

	Dosing of the first patient with the first Licensed
    Product in a Phase 3 clinical trial 	[*]

	Regulatory approval of the first Licensed Product
    in the United States	[*]
	First commercial sale of the first Licensed
    Product in the United States	[*]
	First commercial sale of the first Licensed
    Product in a Major Country outside North America. 	[*]


 






    	 	6	 



     


    

 


	 	(e)	In addition to Running Royalties, a percentage
    of any upfront payments received by Licensee from sublicensees in consideration for sublicensing the Patent Rights shall be
    paid to Foundation based on the following schedule:


 


	 	●	[*]
	 	●	[*]
	 	●	[*]
	 	●	[*]



 


	 	(f)	All
    payments made in accordance with subparagraphs 4.1(c) and 4.1(e) shall be credited against the Annual License Maintenance
    Fee provided for in 4.1(b), but only in the calendar year they are received by Foundation.


 


	4.2	No multiple Running
    Royalties shall be payable because any Licensed Product, its manufacture, use, lease, importation or sale are or shall be
    covered by more than one Valid Patent Claim in one or more Patent Rights licensed under this Agreement.
	 	 
	4.3	All Running Royalty
    payments due hereunder shall be paid in full, without deduction of taxes or other fees which may be imposed by any government
    and which shall be paid by Licensee. Non-royalty payments under Section 4.1(e) shall be net of any transaction taxes or fees,
    not including income tax on profits, which may be imposed by any government upon receipt by Licensee.
	 	 
	4.4	A sale Running Royalties
    shall accrue when Licensed Products are invoiced, or if not invoiced, when delivered to a third party, not an Affiliate or
    sublicensee whose resale would constitute Net Sales. Licensee shall within sixty (60) days after March 31, June 30, September
    30 and December 31, of each year, pay Running Royalties. Each payment shall be for Running Royalties accrued within Licensee’s
    most recently completed calendar quarter.
	 	 
	4.5	Royalty payments shall
    be paid in United States dollars (“USD”) without deduction of exchange, collection or other charges in
    Manhattan, Kansas, or at such other place as Foundation may reasonably designate consistent with the laws and regulations
    controlling in any foreign country. If any currency conversion shall be required in connection with the payment of Running
    Royalties, such conversion shall be made by using the exchange rate published in the Wall Street Journal on the last business
    day of the calendar quarterly reporting period to which such royalty payments relate.
	 	 
	4.6	All payments due Foundation
    shall be made out to “Kansas State University Research Foundation.” Payment may be remitted via bank wire transfer,
    at Licensee’s expense, in immediately available funds to such bank account in the United States designated in writing
    by Foundation from time to time.
	 	 
	4.7	The Running Royalty
    and other payments set forth in this Agreement and amounts due under Article 6 shall, if overdue, bear interest from and including
    the date payment is due until payment at a per annum rate equal to [*]. The payment of such interest shall not foreclose Foundation
    from exercising any other rights it may have as a consequence of the lateness of any payment.


 




    	 	7	 



     


    

 


ARTICLE
5: REPORTS AND RECORDS


 


	5.1	Licensee shall keep
    full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts
    payable by Licensee to Foundation. Said books of account shall be kept at Licensee’s principal place of business or
    the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and the
    supporting data shall be open at all reasonable times for three (3) years following the end of the calendar year to which
    they pertain, to the inspection by an independent certified public accounting firm selected by Foundation and reasonably acceptable
    to Licensee, at Foundation’s expense, for the sole purpose of verifying Licensee’s royalty statements or compliance
    in other respects with this Agreement. The accounting firm shall disclose to Foundation whether the reports are correct or
    incorrect and the extent of any discrepancy. Should such inspection lead to the discovery of a greater than five percent (5%)
    discrepancy in reporting to Foundation’s detriment, Licensee agrees to pay the full cost of such inspection. Foundation
    may exercise its rights under this Section 5.1 only once every year per audited entity and only with reasonable prior notice
    to the audited entity.
	 	 
	5.2	Before the first commercial
    sale of a Licensed Product, Licensee shall submit the reports due under Section 3.4. After the first commercial sale of a
    Licensed Product, Licensee, within sixty (60) days after March 31, June 30, September 30 and December 31, of each year, shall
    deliver to Foundation true and accurate reports of the business conducted by Licensee and its sublicensee(s) during the preceding
    three-month period using a format similar to the example shown in Appendix B (“Royalty Report Form”). These
    shall include the following:


 


	 	(a)	amount of Licensed Products manufactured and
    sold by Licensee and all sublicensees;
	 	(b)	total billings for Licensed Products sold by
    Licensee and all sublicensees;
	 	(c)	methods used to calculate the Running Royalty;
	 	(d)	the exchange rate used;
	 	(e)	deductions applicable as provided in Section
    1.9;
	 	(f)	non-royalty sublicensing payments due under
    Section 4.1(e);
	 	(g)	total Running Royalties due; and
	 	(h)	names and addresses of all sublicensees of Licensee.


 


With
each such report submitted, Licensee shall pay to Foundation the royalties due and payable under this Agreement. Licensee shall
provide such report even if no royalties shall be due.


 




    	 	8	 



     


    

 


ARTICLE
6: PATENT PROSECUTION


 


	6.1	Foundation will be responsible for the preparation,
    filing, prosecution, protection, defense and maintenance of all Patent Rights, using independent patent counsel reasonably
    acceptable to Licensee. However, Foundation shall give Licensee the opportunity to provide comments on and make requests of
    Foundation concerning the preparation, filing, prosecution, protection, defense and maintenance of the Patent Rights, and
    shall seriously consider such comments and requests; however, final decision-making authority shall vest in Foundation.
	 	 
	6.2	Foundation, either directly or through its attorneys,
    shall keep Licensee or its designated attorneys adequately informed with respect to the filing, prosecution, and maintenance
    of all patent applications and patents licensed under this Agreement. Licensee shall have the right to request and receive
    additional information, as Licensee or its attorneys may require, including copies of patent applications, patents, patent
    office actions, and replies thereto.
	 	 
	6.3	Separate from the payments set forth in Article
    4, Licensee shall reimburse Foundation for all reasonable costs associated with the Patent Rights incurred after the Effective
    Date and paid by Foundation or its Affiliate without reimbursement by a third party. These reimbursements shall be due within
    thirty (30) days after receipt of Foundation’s invoice by Licensee, and shall be non-refundable and non-creditable.
    To the extent practicable, such expenses shall be pre-approved by Licensee, and Foundation agrees to consult with Licensee
    as to the preparation, filing, prosecution and maintenance of the Patent Rights and shall furnish to Licensee copies of relevant
    documents in Foundation’s or its counsel’s possession reasonably in advance of such consultation. If Licensee
    fails to provide direction before two (2) weeks prior to a deadline, Foundation will proceed on its own judgment and, provided
    that Licensee has received two (2) months’ prior notice of the deadline, Licensee shall be responsible for costs as
    if pre-approved. If, by two (2) weeks prior to expiration of a filing deadline, Licensee elects not to make such payment,
    Foundation may elect to make such payment at Foundation’s own cost, in which case Licensee shall have no further rights
    with respect to said specific patent action, any other Section of this Agreement notwithstanding.
	 	 
	6.4	If Licensee decides that it does not wish to
    pay for the prosecution or maintenance of any Patent Rights in a particular country, Licensee shall provide Foundation with
    prompt written notice of such election. Upon receipt of such notice by Foundation, Licensee shall be released from its obligation
    to reimburse Foundation for such expenses incurred thereafter as to such Patent Rights; provided, however, that expenses authorized
    prior to the receipt by Foundation of such notice shall be deemed incurred prior to the notice. In the event of Licensee’s
    election hereunder to no longer pay for prosecution or maintenance of any Patent Rights, any license granted by Foundation
    to Licensee hereunder with respect to such Patent Rights will terminate, and Licensee will have no rights whatsoever to exploit
    such terminated Patent Rights. Foundation will then be free, without further notice or obligation to Licensee, to grant rights
    in and to such terminated Patent Rights to third parties in the Field of Use, while Licensee shall retain full rights hereunder
    with respect to all other patent rights then within the Patent Rights.


 




    	 	9	 



     


    

 


ARTICLE
7: INFRINGEMENT


 


	7.1	Either Party shall promptly inform the other
    Party in writing of any alleged infringement of the Patent Rights by a third party and shall provide the other Party with
    any available evidence thereof. Neither Party shall notify a third party of the infringement of Patent Rights without first
    consulting with the other Party. Both Parties shall use reasonable efforts and cooperation to terminate infringement without
    litigation.
	 	 
	7.2	During the Term, Licensee shall have the first
    right, but not the obligation, to prosecute at its own expense all infringements of the Patent Rights and, in furtherance
    of such right, Foundation hereby agrees that Licensee may include Foundation as a party plaintiff in any such suit, without
    expense to Foundation provided, however, that such right to bring such an infringement action shall remain in effect only
    for so long as the license granted herein remains exclusive. The total cost of any such infringement action commenced or defended
    solely by Licensee shall be borne by Licensee. No settlement, consent judgment or other voluntary final disposition of the
    suit may be entered into without the consent of Foundation, which consent shall not unreasonably be withheld. Licensee shall
    indemnify Foundation against any order for costs that may be made against Foundation in such proceedings.
	 	 
	7.3	In the event that Licensee shall undertake the
    enforcement and/or defense of the Patent Rights by litigation, Licensee may withhold up to fifty percent (50%) of the payments
    otherwise due Foundation under Article 4 herein and apply the same toward reimbursement of up to half of Licensee’s
    third-party litigation expenses, including reasonable attorneys’ fees, in connection therewith. Any recovery of damages
    by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee
    relating to such suit, and next toward reimbursement of Foundation for any payments under Article 4 past due or withheld and
    applied pursuant to this Article 7. Licensee shall receive sixty percent (60%), and Foundation shall receive forty percent
    (40%) of the balance of any recovery, damages, or settlement proceeds after the foregoing allocation is performed.
	 	 
	7.4	If within six (6) months after having been notified
    of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall
    not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify Foundation at
    any time prior thereto of its intention not to bring suit against any alleged infringer then, and in those events only, Foundation
    shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and
    Foundation may, for such purposes, use the name of Licensee as party plaintiff. 
	 	 
	7.5	In the event that Foundation shall undertake
    enforcement and/or defense of the Patent Rights litigation, any recovery, damages or settlement derived from such action shall
    be applied first in satisfaction of any unreimbursed expenses and legal fees of Foundation. Foundation shall receive sixty
    percent (60%), and Licensee shall receive forty percent (40%) of the balance of any recovery, damages, or settlement proceeds
    after the foregoing allocation is performed.
	 	 
	7.6	In the event that a declaratory judgment action
    alleging invalidity or noninfringement of any of the Patent Rights shall be brought against Licensee, Foundation, at its option,
    shall have the right, within thirty (30) days after commencement of such action, to intervene and take over the sole defense
    of the action at its own expense, provided that Foundation consults with and keeps Licensee promptly informed regarding such
    declaratory judgment action.
	 	 
	7.7	In any infringement suit as either Party may
    institute to enforce the Patent Rights pursuant to this Agreement, the other Party hereto shall, at the request and expense
    of the Party initiating such suit, cooperate in all respects and, to the extent possible, have its employees (and employees
    of University) testify when requested and make available relevant records, papers, information, samples, specimens, and the
    like.


 




    	 	10	 



     


    

 


	7.8	Licensee shall have the sole right in accordance
    with the terms and conditions herein to sublicense any alleged infringer for future use of the Patent Rights. Any upfront
    fees as part of such a sublicense shall be first be used to reimburse the costs of the Party bringing the infringement action
    against the infringer and the balance will be shared with Foundation in accordance with Section 4.1(e); other royalties shall
    be treated per Article 4.


 


ARTICLE
8: LIABILITIES AND WARRANTIES


 


	8.1	Licensee represents
    and warrants that it will comply, and will require that its Affiliates and sublicensees comply, with all applicable local,
    state, federal and international laws and regulations relating to the development, manufacture, use, sale and importation
    of Licensed Products. Without limiting the foregoing, Licensee represents and warrants, that is shall comply, and will require
    its Affiliates and sublicensees to comply, with all applicable United States laws and regulations controlling the export of
    certain commodities and technical data, including without limitation all applicable Export Administration Regulations of the
    United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the
    export of certain types of commodities and technical data to specified countries. Licensee hereby gives written assurance
    that it will comply with, and will require that its Affiliates and sublicensees comply with, all applicable United States
    export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself
    or its Affiliates or sublicensees, and that it will indemnify, defend, and hold the Foundation Indemnitees harmless (in accordance
    with Section 8.2) for the consequences of any such violation.
	 	 
	8.2	Licensee shall at all
    times during the Term and thereafter, indemnify, defend and hold Foundation, the University, and their trustees, agents, their
    directors, officers, employees, inventors/assignors and Affiliates (collectively, the “Foundation Indemnitees”),
    harmless against all third-party claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses
    and reasonable attorneys’ fees (collectively, “Foundation Claims”), arising out of the death of or
    injury to any person or persons or out of any damage to property, resulting from the production, manufacture, sale, use, lease,
    consumption or advertisement of the Licensed Products by Licensee or its sublicensees or arising from any obligation of Licensee
    hereunder. The rights and obligations of this section shall survive termination or expiration of the Agreement with respect
    to Foundation Claims arising during the Term. Notwithstanding the foregoing, each of Foundation Indemnitees shall not be entitled
    to indemnification for any claim, liability, loss, cost, damage, or expenses to the extent caused by the fraud or willful
    misconduct of a Foundation Indemnitee or breach of this Agreement by Foundation.
	 	 
	8.3	Foundation shall at
    all times during the Term and thereafter, indemnify, defend and hold Licensee, and its, agents, their directors, officers,
    employees, inventors/assignors and Affiliates (collectively, the “Licensee Indemnitees”), harmless against
    all third-party claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable
    attorneys’ fees (collectively, “Licensee Claims”), arising from any obligation of Foundation Indemnitees
    hereunder. The rights and obligations of this section shall survive termination or expiration of the Agreement with respect
    to Licensee Claims arising during the Term. Notwithstanding the foregoing, each of Licensee Indemnitees shall not be entitled
    to indemnification for any claim, liability, loss, cost, damage, or expenses to the extent caused by the fraud or willful
    misconduct of a Licensee Indemnitee or breach of this Agreement by Licensee.


 




    	 	11	 



     


    

 


	8.4	Licensee acknowledges
    it has or can establish the skill, knowledge, and capability to develop, produce, manufacture, market, and sell Licensed Products
    and/or Services.
	 	 
	8.5	Foundation represents
    and warrants that:


 


	 	(a)	Foundation Controls, and has been assigned all
    right, title and interest in, the Patent Rights;
	 	(b)	Foundation has the right and authority to enter
    into this Agreement and to grant the rights and licenses herein granted;
	 	(c)	To the best of Foundation’s knowledge,
    there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements, either written or implied,
    inconsistent with the rights and licenses granted to Licensee under this Agreement;
	 	(d)	Foundation has not executed and will not execute
    any agreement in conflict herewith and has not granted and will not grant any license rights to the Patent Rights and Know-How
    for the Field of Use;
	 	(e)	To the best of Foundation’s knowledge,
    the Patent Rights do not infringe the rights of third parties; and 
	 	(f)	Foundation’s obligations undertaken under
    this Agreement are valid and enforceable.


 


	8.6	Nothing in this Agreement
    shall be construed as: (1) a warranty by Foundation that it can or will be able to obtain patents on patent applications included
    in the Patent Rights, or that any of the Patent Rights will afford adequate or commercially worthwhile protection; (2) a warranty
    or representation that any or all Patent Rights would be found valid by a court of competent jurisdiction; (3) a warranty
    or representation that anything made, used, sold or otherwise disposed of by Licensee under the rights and licenses or sublicenses
    granted in this Agreement is or will be free from infringement of patents of third parties (except as expressly provided in
    Section 8.4(e)); or (4) conferring by implication or otherwise any license or rights under any patents of Foundation other
    than the Patent Rights, provided, however, that Foundation shall not invoke any dominant patent or patent application Controlled
    by the Foundation to in any way restrict the rights and/or licenses granted to Licensee under this Agreement.
	 	 
	8.7	Except
    as otherwise expressly set forth in this agreement, Foundation, ITS trustees, agents, Directors, officers, employees, inventors/assignors
    and affiliates make no representations and extend no warranties of any kind, either express or implied, including but not
    limited to warranties of merchantability, fitness for a particular purpose, validity of Patent Rights, claims, issued or pending,
    and the absence of latent or other defects, whether or not discoverable. Nothing in this agreement shall be construed as a
    representation made or warranty given by Foundation that the practice by Licensee of the License granted hereunder shall not
    infringe the Patent Rights of any third party (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.4(e)). In no event shall Foundation,
    its trustees, agents, directors, officers, employees, inventors/assignors and affiliates OR LICENSEE AND ITS AFFILIATES AND
    SUBLICENSEES be liable for incidental or consequential damages of any kind, including economic damage or injury to property
    and lost profits, regardless of whether Foundation OR LICENSEE shall be advised, shall have other reason to know, or in fact
    shall know of the possibility.


 




    	 	12	 



     


    

 


ARTICLE
9: NON-USE OF NAMES


 


	9.1	Licensee
    shall not use the names or trademarks of the University or Foundation, nor any adaptation thereof, nor the names of any of
    their employees, unless said employee is or was also an employee of Licensee, in any advertising, promotional or sales literature
    without prior written consent obtained from University, Foundation or said employee, in each case; except that Licensee may
    state that it is licensed by Foundation under one or more of the patents and/or applications comprising the Patent Rights.
    
	 	 
	9.2	Foundation
    and University shall not use the names or trademarks of Licensee, nor any adaptation thereof, nor the names of any of its
    employees, in any advertising, promotional or sales literature without prior written consent obtained from Licensee, in each
    case; except that Foundation may state that it is has licensed Licensee under one or more of the patents and/or applications
    comprising the Patent Rights, to the extent required or affirmatively permitted under Foundation or University policy or state
    statute or regulation.


 


ARTICLE
10: GOVERNMENTAL MATTERS


 


	10.1.	If this Agreement or
    any associated transaction is required by the law of any nation to either be approved or registered with any governmental
    agency, Licensee shall assume all legal obligations to do so. Licensee shall notify Foundation if it becomes aware that this
    Agreement is subject to a United States or foreign government reporting or approval requirement. Licensee shall make all necessary
    filings and pay all costs including fees, penalties, and all other out-of-pocket costs associated with such reporting or approval
    process.
	 	 
	10.2.	Licensee shall observe
    all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data
    to foreign countries, including without limitation, the International Traffic in Arms Regulations and the Export Administration
    Regulations.


 


ARTICLE
11: TERMINATION


 


	11.1.	Either Party may terminate
    this Agreement immediately upon filing or institution by or against the other Party of bankruptcy, reorganization, liquidation
    or receivership proceedings (unless any involuntary proceeding that is filed or instituted against the other Party is not
    dismissed within ninety (90) days), or upon an assignment of a substantial portion of the assets for the benefit of creditors
    by either Party. 
	 	 
	11.2.	Should Licensee fail
    to make any payment whatsoever due and payable to Foundation, Foundation shall have the right to terminate this Agreement
    effective on thirty (30) days’ written notice, unless Licensee shall make all such payments to Foundation within said
    thirty (30) day period or unless Licensee is contesting in good faith the obligation to make the payment. Upon the expiration
    of the thirty (30) day period, if Licensee shall not have made all such payments to Foundation or is not contesting in good
    faith the obligation to make the payment, the rights, privileges and license granted shall automatically terminate. Obligations
    and payments due at the time of termination shall survive termination.
	 	 
	11.3.	Upon any material breach
    or default of any of the provisions of this Agreement by Licensee other than those occurrences set out in Sections 11.1 and
    11.2 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this
    Section 11.3, Foundation shall have the right to terminate this Agreement and the rights, privileges and license granted hereunder
    effective on ninety (90) days written notice to Licensee. Such termination shall become automatically effective unless Licensee
    shall have cured any such material breach or default prior to the expiration of the ninety (90) day period and informed Foundation
    thereof in writing.


 




    	 	13	 



     


    

 


	11.4.	Licensee shall have
    the right to terminate this Agreement at any time on thirty (30) days’ notice for futility, or on ninety (90) days’
    notice for any reason to Foundation, and upon payment of all amounts due Foundation through the Effective Date of the termination.
	 	 
	11.5.	Upon any material breach
    or default of any of the provisions of this Agreement by Foundation, Licensee shall have the right to terminate this Agreement
    effective on sixty (60) days’ written notice to Foundation. Such termination shall become automatically effective unless
    Foundation shall have cured such breach prior to the expiration of the sixty (60) day period and informed Licensee thereof.
	 	 
	11.6.	Upon termination of
    this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured
    prior to the Effective Date of such termination; and Articles 1, 8, 11, and 13 shall survive any such termination. Licensee
    and any sublicensee thereof may, however, for up to six (6) months after the effective date of such termination, sell all
    Licensed Products, and complete Licensed Products in the process of manufacture at the time of such termination and sell the
    same, provided that Licensee shall make the payments to Foundation as required by Article 4 and Article 6 of this Agreement
    and shall submit the reports required by Article 5 hereof.
	 	 
	11.7.	Upon termination of this Agreement for any reason
    other than by Licensee pursuant to Section 11.4 or 11.5, any sublicensee not then in default shall have the right to have
    its sublicense become a direct license from Foundation upon the terms hereof, as further limited in scope, field and terms
    set forth in the original sublicense, if the sublicensee pays Foundation all amounts Foundation would have received from Licensee
    with respect to the sublicense if this Agreement had not been terminated. 


 


ARTICLE
12: NOTICES


 


Any
notice, payments, or reporting required to be given under this Agreement shall be deemed to have been sufficiently given, if mailed
by Certified Mail, postage prepaid, or by special courier, addressed to the Party to be notified at its address shown below, or
at such other address as may later be furnished in writing to the notifying Party.


 


In
the case of Foundation:


 


Attention:
President


Kansas
State University Research Foundation


2005
Research Park Circle


Manhattan,
Kansas 66502


[*]


 




    	 	14	 



     


    

 


In
case of Licensee:


 


Attention:
President


Cocrystal
Pharma, Inc.


19805
North Creek Parkway


Bothell,
WA 98011


[*]


 


ARTICLE
13. CONFIDENTIALITY


 


	13.1.	The
    Parties agree to hold in confidence all Confidential Information; to not disclose any Confidential Information to any third
    party, to use Confidential Information solely for the purposes of this Agreement, and to disclose such Confidential Information
    only to individuals within receiving Party’s organization that are directly involved with the Agreement on a need-to-know
    basis, except as set forth in Sections 13.2 and 13.3. 
	 	 
	13.2.	Each
    Party receiving or having access to Confidential Information from the other Party, whether in oral, written, graphic, computer-generated,
    or any other form, shall exercise due care to prevent its unauthorized disclosure. “Confidential Information”
    hereunder shall not include or information that:


 


	 	(a)	is or becomes publicly known through no wrongful
    act, omission or fault of the receiving Party;
	 	(b)	the receiving Party can reasonably demonstrate
    is already in the possession of the receiving Party as a matter of right;
	 	(c)	is received after the date hereof from a third
    party without restriction and without breach of this Agreement; or
	 	(d)	is independently developed by the receiving
    Party as evidenced by its records kept in the ordinary course of business.


 


	 	Nothing herein shall
    be interpreted to prohibit Licensee from publishing the results of its studies with respect Licensed Products in accordance
    with industry practices or from disclosing Foundation’s Confidential Information to third parties that Licensee deems
    necessary or advisable in the ordinary course of business on the condition that such third parties agree to be bound by confidentiality
    and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained
    in this Agreement. 
	 	 
	13.3.	 The receiving Party may disclose Confidential
    Information received from the disclosing Party if it is required to be disclosed pursuant to law or regulation or an order
    or requirement of a competent court, administrative agency, or other governmental body, provided that the receiving Party:
    (i) uses reasonable efforts to disclose no more of the received Confidential Information than is necessary to comply with
    such requirement; and (ii) to the extent permitted promptly notifies the disclosing Party of such requirement so that the
    disclosing Party may seek a protective order or other remedy.
	 	 
	13.4.	Unless otherwise specified in writing, all Confidential
    Information remains the disclosing Party’s property. Upon termination or expiration of this Agreement and request of
    the disclosing Party, the receiving Party agrees to return or destroy all Confidential Information received from the disclosing
    Party, except for one copy, which the receiving Party may keep solely to monitor its obligations under this Agreement.


 




    	 	15	 



     


    

 


	13.5.	The secrecy obligations of Company with respect
    to Confidential Information shall continue for a period ending five (5) years from the termination date of this Agreement.
	 	 
	13.6.	Foundation shall not, and shall cause the University
    not to, publish any information pertaining to the Patent Rights or Know-How that could constitute Confidential Information
    of Foundation or the University without first providing Licensee a copy of the proposed publication or any modification thereof
    at least thirty (30) days prior to the proposed publication. Licensee may request a reasonable delay in publication or presentation
    in order to protect patentable information. If Licensee requests a delay to protect patentable information, Foundation or
    the University will delay the proposed submission for publication for a period not to exceed thirty (30) days to enable a
    filing with the patent office to protect such information. Upon expiration of such thirty (30) days, Foundation or the University
    will be free to proceed with submitting the proposed publication.


 


ARTICLE
14: MISCELLANEOUS PROVISIONS


 


	14.1	This Agreement shall be construed, governed,
    interpreted and applied in accordance with the laws of the State of Kansas, without giving effect to any choice or conflict
    of law provision, except that questions affecting the construction and effect of any patent shall be determined by the law
    of the country in which the patent shall have been granted.
	 	 
	14.2	The Parties hereto acknowledge that this Agreement
    sets forth the entire Agreement and understanding of the Parties hereto as to the subject matter hereof, and shall not be
    subject to any change or modification except by the execution of a written instrument subscribed to by the Parties hereto.
    
	 	 
	14.3	This Agreement may not be assigned by either
    Party without the written consent of the other, which consent shall not be unreasonably withheld, except that each Party may,
    without such consent, assign this Agreement and the rights, obligations and interests of such Party to any purchaser of all
    or substantially all of its assets or all of its equity, or to any successor corporation resulting from any merger or consolidation
    of such Party with or into such corporation; provided, in each case, that the assignee agrees in writing to be bound by the
    terms of this Agreement. Any assignment purported or attempted to be made in violation of the terms of this Section 14.3 shall
    be null and void and of no legal effect.
	 	 
	14.4	The provisions of this Agreement are severable,
    and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling
    body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining
    provisions hereof. 
	 	 
	14.5	The failure of either Party to assert a right
    hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that
    right or excuse a similar subsequent failure to perform any such term or condition by the other Party.
	 	 
	14.6	This Agreement is the joint product of the Parties
    hereto and their respective counsel. Each provision hereof has been subject to the mutual consultation, negotiation, and agreement
    of the Parties and shall not be construed for or against either Party hereto on the basis of authorship thereof.


 




    	 	16	 



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement by proper persons thereunto duly authorized as of the Effective
Date.


 


	COCRYSTAL PHARMA, INC.:	 	KANSAS
    STATE UNIVERSITY
	 	 	RESEARCH
    FOUNDATION:
	 	 	 	 	 
	 	 	 
	By:	Sam Lee	 	By:	Kent Glasscock
	Title:	President	 	Title:	President and CEO
	 	 	 	 	 
	Date:
    	 	 	Date:	 


 




    	 	17	 



     


    

 


APPENDIX
A – PATENT FEES


 


[*]


 




    	 	18	 



     


    

 


APPENDIX
B - ROYALTY REPORT FORM


 


Please
also complete a separate form for each Affiliate and sublicensee for each product sold.


 


	Submitted
    by:	______________________________(Cocrystal
    Pharma, Inc.)
	Submit to:	Kansas State University Research Foundation
	Report Period:	Beginning date: __________________             Ending date:
    __________________


 





 



 




Product
Number and Description


 


 





 


Licensee
submits the following royalty report for the period indicated above.


 


	 	A.	Annual License Maintenance Fee due for this
    license year	$____________


 


B.
Less royalties previously paid this license year


 


	 	(1)	January – March	$____________	 
	 	(2)	April – June	$____________	 
	 	(3)	July – September	$____________	 
	 	(4)	October - December	$____________	 
	 	(5)	Total payments to date	 	            $(_____________)


 


	C.
REPORT PERIOD	 	 
	 	 	 	 	 
	 	(1)	Units of product sold	 ____________	 
	 	(2)	Sales price per unit	$____________	 
	 	(3)	Gross sales of product (1 x 2)	$____________	 
	 	(4)	Less allowable deductions	$( ___________)	 
	 	(5)	Net Sales of product sold (3 – 4)	$____________	 
	 	(6)	Running royalty rate	 ____________	 
	 	(7)	Royalty payment due this period (5 x
    6)	$____________	           $(______________)


 


(Enclose
remittance made payable to Kansas State University Research Foundation)


 





	 	D.	Remaining Annual License Maintenance Fee due: (A – B(5) –C(7))	$	 



 


	For Office Use Only	 	 
	 	 	Authorized
    Signature
	 	 	 
	 	 	Printed
    Name, Title
	 	 	 
	Account no. – Disc. no. __________________________	 	 
	Check number                 __________________________	 	 
	Check date                       __________________________	 	 


 




    	 	19