Exhibit 10.1


 


Certain identified information has been omitted
from this document because it is both not material and would be competitively harmful if publicly disclosed, and had been marked
with “[***]” to indicate where omissions have been made.


 


INDEX TO PATENT AND KNOW HOW LICENSE
AGREEMENT


LSU FILE [***]


 


	ARTICLE 1 – DEFINITIONS	1
	ARTICLE 2 - GRANT OF LICENSE	4
	ARTICLE 3 - CONSIDERATION	5
	ARTICLE 4 - REPORTS	8
	ARTICLE 5 - DILIGENCE	9
	ARTICLE 6 - SUBLICENSING	11
	ARTICLE 7 - PATENT PROSECUTION AND MAINTENANCE	12
	ARTICLE 8 - ENFORCEMENT	13
	ARTICLE 9 - NO WARRANTIES; LIMITATION ON LSU'S LIABILITY	14
	ARTICLE 10 - INDEMNITY; INSURANCE	15
	ARTICLE 11 - TERM AND TERMINATION	16
	ARTICLE 12 - REGISTRATION AND RECORDATION	18
	ARTICLE 13 - NOTICES	18
	ARTICLE 14 - MISCELLANEOUS PROVISIONS	19
	ARTICLE 15 - CONFLICT OF INTEREST MANAGEMENT	23
	APPENDIX A	26


 


 


 


 






    	 	i	 



     


    

 


PATENT AND KNOW HOW LICENSE AGREEMENT


LSU FILE [***]


 


 


This Agreement is effective as of the First
(1st) day of November, 2019 (the "Effective Date"), between JanOne Inc. a corporation incorporated in the
State of Nevada, with offices located at 325 East Warm Springs Road, Suite 102, Las Vegas, Nevada, 89119 ("LICENSEE"),
and the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, acting on behalf of LSU Health
Sciences Center at Shreveport, a public constitutional corporation, organized and existing under the laws of the State of Louisiana
("LSU ") and the UAB Research Foundation (“UABRF”), a non-profit corporation duly organized
and existing under the laws of the State of Alabama, and having its principal office at 701 20th Street South, AB770,
Birmingham, AL, 35233 and TheraVasc, Inc, (“TheraVasc”)a Delaware corporation, located in Ohio. In accordance with
an Inter-Institutional Agreement, executed on January 10, 2008, with UABRF, LSU will represent UABRF for this license. In accordance
with an Assignment Agreement executed on July 20, 2018, with TheraVasc, LSU will represent TheraVasc for this license agreement.
LSU and LICENSEE are referred to herein as a “Party” and “Parties”.


 


LICENSEE and LSU agree as follows:


 


 


ARTICLE 1 – DEFINITIONS


 


1.1       “AFFILIATE” of LICENSEE shall mean a company or other person controlling, controlled by, or under common
control with LICENSEE, where "control" shall mean the direct or indirect control by ownership or otherwise of more than
fifty percent (50%) of the outstanding voting shares or voting rights, or other similar measure of control.


 


1.2       “COMMERCIALLY REASONABLE EFFORT” means efforts that use a standard of reasonableness defined by what a similar
person would do to accomplish the ultimate goal, as judged by the standards of the applicable business community.


 


1.3       “FIELD OF USE” means all fields of use provided, however, that solely with respect
to the U.S. Patent No. [***] and any domestic or foreign applications claiming priority thereto, the FIELD OF USE shall be limited
to [***] in both [***].


 


1.4       “FIRST
COMMERCIAL SALE” means the first sale of any LICENSED PRODUCT or the first commercial use of any LICENSED PROCESS by LICENSEE
or a SUBLICENSEE, other than a sale of a LICENSED PRODUCT or the use of a LICENSED PROCESS for use in trials, such as field trials
or clinical trials, being conducted to obtain FDA or other governmental approvals to market LICENSED PRODUCTS or otherwise commercially
use LICENSED PROCESSES.


 


1.5       “KNOW
HOW” means any information, data, process, method, or know how that is developed by or in the laboratory of [***] of LSU
on or before the Effective Date, and that is useful in practicing any invention taught or claimed in the patents or patent applications
that fall within PATENT RIGHTS. However, KNOW HOW shall not include any rights in any patent or patent application; nor shall KNOW
HOW include any information or know how developed by LSU or an LSU employee after the Effective Date.


 


 


 






    	 	1	 



     


    

 


1.6       “LICENSED
PRODUCT(S)” means a product or part of a product in the licensed FIELD OF USE:


 


		(a)	for which, absent this Agreement, the making, using, importing or selling, would infringe, induce
infringement, or contribute to infringement of an issued, unexpired claim or a pending claim contained in the PATENT RIGHTS in
the country in which any such product or product part is made, used, imported, offered for sale or sold; or



 


		(b)	that is manufactured using a LICENSED PROCESS.



 


1.7       “LICENSED
PROCESS(ES)” means any process or method that is covered in whole or in part by an issued, unexpired claim or a pending claim
contained in the PATENT RIGHTS, or any process or method that is covered in whole or in part within KNOW HOW.


 


1.8       “NET
SALES” means the amount billed or invoiced on sales, rental, lease, or use, however characterized, by LICENSEE and SUBLICENSEES
for LICENSED PRODUCTS and LICENSED PROCESSES, less


 


		(a)	discounts allowed in amounts customary in the trade;



 


		(b)	sales tax, tariffs, duties and use tax included in bills or invoices with reference to particular
sales and actually paid by LICENSEE to a governmental unit;



 


(c)       outbound
transportation prepaid or allowed; or


 


		(d)	amounts refunded or credited on returns.



 


No deductions shall
be made for the cost of collections or for commissions, whether paid to independent sales agents or employees of LICENSEE.


 


Whenever the term “LICENSED
PRODUCT” may apply to a product during various stages of manufacture, use, sale, or other transfer, NET SALES shall be based
on the amount derived from the sale, distribution or use of such LICENSED PRODUCT at the stage of its highest billed or invoiced
value to an arms-length third party.


 


In any transfers of
Licensed Products between any of LICENSEE and AFFILIATES and SUBLICENSEES, NET SALES are calculated based on the final sale of
the Licensed Product to an independent third party. If LICENSEE or an AFFILIATE or SUBLICENSEE receives non-monetary consideration
for any Licensed Products from the independent third party, NET SALES are calculated based on the fair market value of that consideration.
If LICENSEE or its AFFILIATES or SUBLICENSEES uses or disposes of a Licensed Product in the provision of a commercial service,
the Licensed Product is sold and the NET SALES are calculated based on the sales price of the Licensed Product to an independent
third party during the same Royalty Period or, in the absence of sales, on the fair market value of the Licensed Product as determined
by the parties in good faith.


 


 


 






    	 	2	 



     


    

 


Solely for the purposes
of Article 3.1.1(c), any amounts that LICENSEE receives from SUBLICENSEES in satisfaction of LICENSEE’s payment obligation
to LSU hereunder shall be deemed NET SALES and, for the avoidance of doubt, such amounts shall not be subject to the running royalties
and fees payable to LSU, as set forth in Articles 3.1.1(b) and (c).


 


1.9       “PATENT
COUNTRY” means any country in which at least one unexpired patent application or patent within PATENT RIGHTS is currently
pending or issued.


 


1.10       “PATENT
RIGHTS” means the legal rights under the patent laws of the United States or relevant foreign countries for all of the following:


 


		(a)	the United States and foreign patents and/or patent applications listed in Appendix A; nonprovisional
applications claiming priority under 35 U.S.C. § 119(e) from any provisional applications listed in Appendix A; and divisionals,
continuations and any claim of continuations-in-part of any of the above applications or patents, which claim of such continuations-in-part
is directed to the subject matter described in any of the above applications or patents and is entitled to the priority date thereof);



 


		(b)	United States and foreign patents issued from the applications described above in part (a);



 


		(c)	claims in all foreign patent applications, and in resulting patents, that are directed to subject
matter specifically described in the United States patents and/or patent applications described in (a) or (b) above;



 


		(d)	claims in all patent applications, and in the resulting patents, that are directed to subject matter
specifically described as of the Effective Date in the LSU Office of Technology Transfer files listed in Appendix A; and



 


		(e)	any reissued or reexamined patents based upon the United States patents described in (a), (b) or
(d) above.



 


1.11       “ROYALTY
PERIOD(S)” means the three-month periods ending on the last days of March, June, September, and December.


 


1.12       “SUBLICENSEE(S)”
means any person or entity sublicensed by LICENSEE under this Agreement.


 


1.13       “TERRITORY”
means worldwide.


 


 


 






    	 	3	 



     


    

 


ARTICLE 2 – GRANT OF LICENSE


 


2.1       Subject
to the terms and conditions of this Agreement, LSU hereby grants to LICENSEE an exclusive royalty-bearing license under the PATENT
RIGHTS and KNOW HOW, with the right to grant sublicenses, in the FIELD OF USE in the TERRITORY to make, have made, import, use,
offer for sale and sell LICENSED PRODUCTS and LICENSED PROCESSES. In each PATENT COUNTRY, this license is under PATENT RIGHTS and
KNOW HOW. In all countries other than the PATENT COUNTRIES, this license in under KNOW HOW only.


 


2.2       The
license granted to LICENSEE shall extend to an AFFILIATE of LICENSEE as well, provided that LSU first receives written notice,
signed on behalf of both LICENSEE and the AFFILIATE: (1) stating that the AFFILIATE intends to exercise such rights, and (2) agreeing
that the AFFILIATE and LICENSEE shall be solidarily liable for all obligations to LSU under the Agreement arising from the activities
of that AFFILIATE. The activities of the AFFILIATE under the Agreement shall then be deemed to be the activities of LICENSEE. The
rights of an AFFILIATE under the Agreement shall terminate if LICENSEE’s rights under the Agreement terminate. With the exception
of an AFFILIATE that is a wholly-owned subsidiary of LICENSEE and to which LICENSEE has assigned this Agreement in accordance with
Article 14.12, an AFFILIATE may not further sublicense, assign, or otherwise transfer any rights under the Agreement, without the
prior written consent of LSU, such consent not to be unreasonably withheld, delayed or conditioned, to the extent permitted by
Louisiana law.


 


2.3       LSU
retains the right, on behalf of itself and all other non-profit academic research institutions to practice the PATENT RIGHTS and
KNOW HOW for any non-profit purpose, including sponsored research and collaborations.


 


2.4       This
Agreement shall extend until expiration of the last-to-expire of the licensed PATENT RIGHTS, unless sooner terminated as provided
in another specific article of this Agreement. If no such patent ever issues, the term shall be until twenty years from the Effective
Date.


 


2.5       In
a particular PATENT COUNTRY, in the event that: (1) all issued claims within PATENT RIGHTS are judicially held invalid or unenforceable
or that no patents within PATENT RIGHTS ever issue; and (2) no claims within PATENT RIGHTS are still pending in any application;
and (3) all applicable appeals and appeal delays have run; then thereafter in that country the license shall be one to KNOW HOW
only; and the royalty rate under Paragraph 3.1.1(b) in that country shall, from that point forward (but not retroactively), be
the “non-PATENT COUNTRY” rate.


 


2.6       Nothing
in the Agreement shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under any patents,
patent applications, or know how other than the express license under the PATENT RIGHTS or under KNOW HOW granted in Paragraph
2.1, regardless of whether such patents, patent applications, or know how are dominant of or subordinate to any rights within the
PATENT RIGHTS.


 


 


 






    	 	4	 



     


    

 


2.7       LICENSEE
agrees that LICENSED PRODUCTS used, leased or sold in the United States shall be manufactured substantially in the United States.


 


2.8       LSU
further reserves to the United States Government all rights that may be required by research funding agreements between LSU and
the United States Government pursuant to 35 U.S.C. §200 et seq. and applicable implementing regulations.


 


 


ARTICLE 3 - CONSIDERATION


 


3.1.1        
LICENSEE shall pay running royalties and fees to LSU until the expiration date of the last to expire of PATENT RIGHTS or until
this Agreement is otherwise terminated. Running royalties and fees shall include:


 


		(a)	License Issue Fee of two hundred fifty thousand US dollars ($250,000.00). Such License Issue Fee
shall be nonrefundable and is due [***] from the Effective Date of this Agreement.



 


		(b)	Running royalties equal to [***] of NET SALES in each PATENT COUNTRY, and [***] of NET SALES in
a non-PATENT COUNTRY. The higher PATENT COUNTRY rate [***] shall apply to any LICENSED PRODUCTS that is made, used, sold offered
for sale, or imported in any PATENT COUNTRY, regardless of whether other acts concerning that LICENSED PRODUCTS occur outside a
PATENT COUNTRY. If LICENSEE makes any sales of LICENSED PRODUCTS or LICENSED PROCESSES to any party affiliated with LICENSEE, or
in any way directly or indirectly related to or under the common control with LICENSEE, for their end use of such LICENSED PRODUCTS
or LICENSED PROCESSES and at a price less than the regular price charged to arm’s length third parties, the running royalties
payable to LSU shall be computed on imputed NET SALES equal to the regular price charged to arm’s-length third parties;



 


		(c)	[***] of any consideration received from a first licensee that is not based on NET SALES (e.g.,
sublicense issue fees, sublicense maintenance fees, etc.) that LICENSEE receives from SUBLICENSEES or assignees in consideration
for rights to practice under the PATENT RIGHTS or KNOW HOW, excepting only bona fide research and development funding and
[***] of any such consideration received under ensuing sublicenses. Royalties on net sales by a sublicensee are the same as for
sales by LICENSEE.



 


		(d)	On and after the Effective Date, LICENSEE shall reimburse LSU’s reasonable future patent
preparation, prosecution, and maintenance costs. LSU shall control the filing, prosecution and maintenance of the Patent Rights.
As time permits, LICENSEE shall have the right to review and comment on patent prosecution efforts based on the time frame provided
by the LSU, as dictated by the USPTO office action notices and deadlines;



 


 


 






    	 	5	 



     


    

 


		(e)	Licensee shall make Milestone Payments as follows:



 


• Milestone Event 1.

[***]


 


• Milestone Event 2.

[***]


 


• Milestone Event 3.

[***]


 


3.1.2       LICENSEE
shall pay to LSU an annual license maintenance fee (“Annual Fee”). This Annual Fee shall be due on the last day of
June of the years specified below. LICENSEE may credit each Annual Fee in full against all running royalties otherwise due LSU
for the same calendar year for which the specific Annual Fee is due. This credit may not otherwise be carried forward or carried
back for any other ROYALTY PERIOD.


 


The Annual Fees are:


 


		(1)	[***]



 


		(2)	[***]



 


		(3)	[***]



 


3.2       LICENSEE
shall be responsible for the payment of all taxes, duties, levies, and other charges, subject to the deduction from NET SALES allowed
by Paragraph 1.7(b).


 


3.3       LICENSEE
is not obligated to pay multiple running royalties to LSU if any LICENSED PRODUCT or LICENSED PROCESS is covered by more than one
claim of PATENT RIGHTS, or by more than one patent application or patent within PATENT RIGHTS.


 


3.4       Payments
due to LSU shall be paid to the “Louisiana State University” in United States dollars in Baton Rouge, Louisiana, sent
as provided in Article 13 or at such other place as LSU may reasonably designate consistent with the laws and regulations controlling
in any country. At LSU’s request, LICENSEE shall remit payments either by wire transfer or by check drawn upon a United States
bank.


 


3.5       In
computing running royalties, LICENSEE shall convert any revenues it receives in foreign currency into its equivalent in United
States dollars at the exchange rate LICENSEE, using its standard accounting procedures, uses to make reports to relevant regulatory
and taxing authorities, as long as such accounting procedures are consistent with fair business practices and generally accepted
accounting principles.


 


 


 






    	 	6	 



     


    

 


3.6       Running
royalty payments shall be made on a quarterly basis, due every three-month periods ending on the last days of March, June, September,
and December, required by Article 4. All amounts due under this Agreement, including amounts due for the payment of patent expenses,
shall, if overdue, bear interest until payment at a per annum rate [***] above the prime rate in effect at the JP Morgan Chase
Bank or its successor on the due date, or at the highest allowed rate if a lower rate is required by law. The payment of such interest
shall not foreclose LSU from exercising any other rights it may have resulting from any late payment.


 


3.7       All
amounts paid to LSU by LICENSEE under this Agreement shall be non-refundable.


 


3.8       If
LSU and LICENSEE disagree in good faith as to whether certain payments are due to LSU, then the procedures of this Paragraph 3.8
shall be followed to place the disputed amounts into escrow. If these procedures are followed, then LICENSEE shall not be deemed
to be in default for failure to make the disputed payments timely. If these procedures are not followed, however, then LICENSEE
shall be deemed to be in default for failure to make payments timely under the Agreement, regardless of whether or not it is ultimately
determined that the disputed amounts were actually due under the Agreement.


 


3.8.1       All
undisputed amounts shall be paid to LSU as otherwise provided.


 


3.8.2       All
disputed amounts shall be paid to an escrow agent mutually acceptable to LSU and LICENSEE. Disputed amounts that are past due shall
be paid to the escrow agent within [***] after the establishment of an escrow account with a mutually acceptable escrow agent.
Disputed amounts that are not yet due but that become due during pendency of the dispute shall be paid to the escrow agent on or
before the dates those amounts are otherwise due under the Agreement. LSU shall be given prompt confirmation of the date and amount
of any such payments made.


 


3.8.3       The
escrow agent shall place the funds in a safe, interest-bearing instrument or account jointly approved by LSU and LICENSEE; or if
LSU and LICENSEE are unable thus to agree, in a safe, interest-bearing instrument or account chosen by the escrow agent. Any interest
thus received shall ultimately be distributed by the escrow agent in the same proportions as the distribution of the principal
amount. A reasonable fee for the escrow agent’s services may first be deducted from the interest.


 


3.8.4       The
escrow agent shall release the funds in escrow only in accordance with the joint, written instructions of both LSU and LICENSEE;
or in accordance with an order of the court or an award of the arbitrator under Paragraph 14.2.


 


 


ARTICLE 4 – REPORTS


 


4.1       Commencing
on [***], LICENSEE shall provide to LSU a written quarterly report for every three-month calendar year period ending on the last
days of March, June, September, and December. The reports should include: reports of progress and of the amount of capital expended
on Licensed Product and/or Licensed Process research and development, regulatory approvals, manufacturing, sublicensing, marketing
and sales during the preceding quarter and cumulative for the calendar year (twelve (12) months), and plans for the upcoming quarter
and the remainder of the year, which reports shall be deemed LICENSEE’s CONFIDENTIAL INFORMATION. Each report shall be accompanied
by the current certificate(s) of insurance in compliance with Paragraph 10.3.


 






    	 	7	 



     


    

 


4.2       After
the FIRST COMMERCIAL SALE, LICENSEE shall also provide quarterly reports to LSU, which reports shall be deemed LICENSEE’s
CONFIDENTIAL INFORMATION. Within [***] after each ROYALTY PERIOD closes (including the close of the ROYALTY PERIOD immediately
following any termination of this Agreement), LICENSEE shall report to LSU for that ROYALTY PERIOD:


 


		(a)	number of LICENSED PRODUCTS manufactured and sold by LICENSEE and all SUBLICENSEES;



 


		(b)	total billings for LICENSED PRODUCTS sold by LICENSEE and all SUBLICENSEES;



 


		(c)	accounting for all LICENSED PROCESSES used or sold by LICENSEE and all SUBLICENSEES;



 


		(d)	deductions applicable as provided in the definition for NET SALES in Paragraph 1.7;



 


		(e)	any consideration due on additional payments from SUBLICENSEES under Paragraph 3.1(c);



 


		(f)	total running royalties due; and



 


		(g)	names and addresses of all SUBLICENSEES.



 


 


LICENSEE shall include the amount of all
payments due, and the various calculations used to arrive at those amounts, including the quantity, description (nomenclature and
type designation as described in Paragraph 4.3 below), country of manufacture and country of sale of LICENSED PRODUCTS. If no payment
is due, LICENSEE shall so report. LICENSEE shall direct its authorized representative to certify that each report is correct to
the best of LICENSEE’s knowledge and information. Failure to provide reports as required under this Article shall be a material
breach of this Agreement.


 


4.3       LICENSEE
covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for LICENSED
PRODUCTS and LICENSED PROCESSES to permit identification and segregation of various types where necessary. LICENSEE shall consistently
employ, and shall require SUBLICENSEES to consistently employ, the system when rendering invoices thereon. On request, LICENSEE
shall promptly explain to LSU, or its auditors, all details reasonably necessary to understand such nomenclature system, all additions
thereto and changes therein.


 


 


 






    	 	8	 



     


    

 


4.4       LICENSEE
shall keep, and shall require all SUBLICENSEES to keep, true and accurate records containing data reasonably required for the computation
and verification of payments due under this Agreement. Subject at all times to the obligations of confidentiality set forth in
Paragraph 14.17, LICENSEE shall, and it shall require all SUBLICENSEES to:


 


		(1)	open such records for inspection upon reasonable notice during business hours by either LSU auditor(s)
or an independent certified accountant selected by LSU, for the purpose of verifying the amount of payments due; and



 


		(2)	retain such records for [***] from date of origination.



 


The terms of this Article shall survive
any termination of this Agreement. LSU is responsible for all expenses of such inspection, except that, if any inspection reveals
an underpayment greater than [***] of the amounts due LSU for any ROYALTY PERIOD and in excess of [***], then LICENSEE shall pay
all reasonable and documented out-of-pocket expenses of that inspection and the amount of the underpayment and interest to LSU
within [***] of written notice thereof. LICENSEE shall also reimburse LSU for reasonable expenses required to collect any amount
underpaid.


 


 


ARTICLE 5 – DILIGENCE


 


5.1       LICENSEE
has the responsibility to use its commercially reasonable efforts to develop LICENSED PRODUCTS into marketable products.


 


5.2       
LICENSEE shall use commercially reasonable efforts (including, without limitation, commitment of funding and personnel) to bring
one or more LICENSED PRODUCTS to market or one or more LICENSED PROCESSES to commercial use through a thorough, vigorous and diligent
program for exploiting the PATENT RIGHTS; and to continue active, diligent marketing efforts for one or more LICENSED PRODUCTS
or LICENSED PROCESSES throughout the life of this Agreement.


 


5.3       As
part of the diligence required by Paragraph 5.2, LICENSEE agrees to use its commercially reasonable efforts to reach the following
commercialization and research and development milestones for the LICENSED PRODUCTS and LICENSED PROCESSES (together the “MILESTONES”)
by the following dates:


 


		·	Evidence of a Sufficient Source of Capital: [***]



 


		·	Milestone Event 1: [***]



 


		·	Milestone Event 2: [***]



 


 






    	 	9	 



     


    

 


 


		·	Milestone Event 3: [***]



 


For the purposes of this Agreement, initiation
of a clinical trial shall mean the effective date of the clinical trial research agreement in which the first patient or subject
is to be treated with a LICENSED PRODUCT or a LICENSED PROCESS under a protocol approved both by an appropriate Institutional Review
Board and by an appropriate drug regulatory agency with a therapeutic agent or process that has been manufactured according to
the applicable Good Manufacturing Practices (GMP) guidelines provided by the relevant regulatory agency.


 


Licensee may extend any of the deadlines
for achieving the MILESTONES set forth in Article 5.3 above, up to a maximum of [***] times, upon written notice to LICENSOR requesting
an extension and full payment of the Extension Fee, as defined below prior to expiration of the deadline.  For purposes of
this Agreement, the term “Extension Fee” shall mean [***] for each extension request to reach the next MILESTONE. For
example, a monthly Extension Fee for additional time to reach Milestone Event 1 would be calculated as [***], not to exceed [***],
until Milestone 1 is reached. Upon payment of each Extension Fee with respect to any of the MILESTONES, [***] will be added to
the time for completion of such MILESTONE and all other as yet unmet MILESTONES. It is understood and agreed that time is of the
essence with respect to payment of the Extension Fee, and failure to timely pay an Extension Fee shall not be subject to any cure
period.


 


5.4.       LICENSEE
shall inform LSU in writing, on or before the deadline for meeting any MILESTONE, whether such MILESTONE has been met. If LICENSEE
is unable to meet such MILESTONES by the applicable due dates, LICENSEE shall promptly notify LSU thereof, and the parties shall
discuss in good-faith the execution of an Extension Fee, and any modification of the MILESTONES and/or the corresponding due dates
therefor; if technical, scientific, or regulatory impediments beyond the reasonable control of LICENSEE were the substantial cause
of the LICENSEE’s delay to achieve such MILESTONES, LSU will agree to a reasonable extension period and modification of the
MILESTONES and/or the corresponding due dates therefor.


 


5.5       Subject
to Paragraph 5.4, if LICENSEE fails to meet any MILESTONE within [***] after the date specified in Paragraph 5.3, LSU may notify
LICENSEE of this material breach. If LICENSEE does not achieve the MILESTONE within [***] of receipt of this notice, LSU may terminate
this Agreement, unless the Parties have mutually agreed to an extension period.


 


 


ARTICLE 6 – SUBLICENSING


 


6.1       LICENSEE
shall notify LSU in writing and, subject at all times to the obligations of confidentiality set forth in Paragraph 14.17, shall
send LSU a copy of every sublicense agreement and each amendment thereto within [***] after execution.


 


 


 






    	 	10	 



     


    

 


		6.2	LICENSEE shall contemporaneously certify to LSU in writing that each sublicense:



 


		(1)	is consistent with the terms and conditions of this Agreement;



 


		(2)	contains the SUBLICENSEE'S acknowledgment of the disclaimer of warranty and limitation on LSU's
liability, as provided by Article 9 below; and



 


		(3)	contains provisions under which the SUBLICENSEE accepts duties at least equivalent to those accepted
by the LICENSEE in the following Articles:



 





	 	4.4	duty to keep records
	 	 	 
	 	9.4	duty to avoid improper representations or responsibilities
	 	 	 
	 	10.1	duty to defend, hold harmless, and indemnify LSU
	 	 	 
	 	10.3	duty to obtain and maintain insurance
	 	 	 
	 	14.5	duty to properly mark LICENSED PRODUCTS with patent notices
	 	 	 
	 	14.7	duty to refrain from the use of LSU’s name
	 	 	 
	 	14.8	duty to control exports and comply with applicable laws







 


6.3       LICENSEE
shall not receive from a SUBLICENSEE anything of value other than cash payments in consideration for any sublicense under this
Agreement, without the express prior written permission of LSU, such permission not to be unreasonably withheld, delayed or conditioned.


 


6.4       Each
sublicense granted by LICENSEE under this Agreement shall provide for its termination upon termination of this Agreement. Each
sublicense shall terminate upon termination of this Agreement unless: (a) LICENSEE has previously assigned its rights under the
sublicense to LSU and LSU has agreed at LSU’s sole discretion in writing to such assignment; or (b) at the effective date
of termination the SUBLICENSEE is in good standing with regard to its obligations under its sublicense, and in which event, at
the request of the SUBLICENSEE, such sublicense shall survive the termination of this Agreement and be assigned to LSU, but only
to the extent that the obligations of LSU to the SUBLICENSEE do not exceed the obligations of LSU to LICENSEE under this Agreement
and only with agreement from LSU.




 


 


 






    	 	11	 



     


    

 


6.5       LICENSEE
shall cause every sublicense to provide LICENSEE the right to assign its rights under the sublicense to LSU. Any such assignment
is subject to the limitations of Article 14.11 herein and, to be effective, LSU must first accept at its sole discretion such assignment
in writing.


 


6.6       No
SUBLICENSEE shall have the right to grant further sublicenses without the express written permission of LSU, such permission not
to be unreasonably withheld, delayed or conditioned.


 


6.7       Failure
of LICENSEE to meet any of the obligations in this Article 6 shall be considered a material breach or default of this Agreement
under Paragraph 11.3.


 


 


ARTICLE 7 – PATENT PROSECUTION
AND MAINTENANCE


 


7.1       LSU
has the right to control all aspects of drafting, filing, prosecuting, and maintaining all patents and patent applications within
the PATENT RIGHTS, including foreign filings and Patent Cooperation Treaty filings. LICENSEE shall, at its own expense, perform
all actions and execute or cause to be executed all documents necessary to support such filing, prosecution, or maintenance. 


 


7.2       LSU
shall promptly notify LICENSEE of all official communications received by LSU relating to the filing, prosecution and maintenance
of the patents and patent applications within the PATENT RIGHTS, including any lapse, revocation, surrender, invalidation or abandonment
of any of the patents or patent applications which form the basis for the PATENT RIGHTS, and shall provide LICENSEE an opportunity
to review and comment upon such communications and give good faith consideration to the comments and requests of LICENSEE or its
patent counsel in response to such communications.


 


7.3       LICENSEE
shall reimburse LSU for all LSU’s reasonable future legal fees and other costs relating to the filing, prosecution, interference
proceedings and maintenance of the PATENT RIGHTS, except as specifically provided in Paragraph 7.4. Such reimbursement shall be
made within [***] of receipt of LSU’s invoice and shall bear interest, if overdue, at the rate specified in Paragraph 3.6
above.


 


7.4           
LICENSEE may elect to not reimburse LSU for fees and costs related to a particular patent application or patent within
PATENT RIGHTS in a particular country, subject to the terms of this Paragraph 7.4. If LICENSEE makes such an election, LICENSEE
shall provide reasonable notice to LSU in writing. LSU may then elect to continue the prosecution or maintenance of such application
or patent at LSU’s sole expense, provided that such patent applications and issued patents thereafter shall be excluded from
the definition of PATENT RIGHTS.


 


 


 






    	 	12	 



     


    

 


ARTICLE 8 –- ENFORCEMENT


 


8.1       Each
party shall promptly advise the other in writing of any known acts of potential infringement of the PATENT RIGHTS by a third party.
LICENSEE has the first option to police the PATENT RIGHTS against infringement by third parties within the TERRITORY in the FIELD
OF USE, but LICENSEE shall notify LSU in writing [***] before filing any suit. This right to police includes defending any action
for declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory
judgment actions at LICENSEE’s expense and through counsel of LICENSEE’s selection, except that LICENSEE shall make
any such settlement only with the advice and consent of LSU. To the extent permitted by Louisiana law, LSU shall provide reasonable
assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses LSU for out-of-pocket expenses incurred in
connection with any such assistance rendered at LICENSEE’S request or reasonably required by LSU and if LICENSEE notifies
LSU in writing [***] before filing any suit. LSU retains the right to participate, with counsel of its own choosing and at its
own expense, in any action under this Paragraph 8.1. If LSU is a necessary or indispensable party under the applicable law in any
action commenced by LICENSEE under this Paragraph 8.1, then at LICENSEE’s request, to the extent permitted by Louisiana law
and the Attorney General, LSU will join any such action, subject to LICENSEE’s reimbursement of LSU’s out-of-pocket
expenses incurred in connection with such action. LICENSEE shall defend, indemnify and hold harmless LSU with respect to any claims
or counterclaims asserted by an alleged infringer reasonably related to the enforcement of the PATENT RIGHTS, under this Paragraph
8.1 or otherwise, including but not limited to antitrust claims or counterclaims.


 


8.2       If
LICENSEE undertakes to enforce or defend the PATENT RIGHTS by litigation in any country, LICENSEE may withhold up to [***] of running
royalties (as described in Article 3.1.1(b)) due to LSU for sales in such country in which the litigation is pending to reimburse
up to [***] of LICENSEE’s out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including
salaries of LICENSEE’s employees. Such pending litigation does not affect any other payment due to LSU under this Agreement.
If LICENSEE recovers damages in the patent litigation, the award shall be applied first to satisfy LICENSEE’S unreimbursed
expenses and legal fees for the litigation, next to reimburse LSU for any payments under Article 3 which are past due or were withheld
pursuant to this Article 8, and then to reimburse LSU for any other unreimbursed expenses and legal fees for the litigation. The
remaining balance shall be divided equally between LICENSEE and LSU.


 


8.3       If
LICENSEE fails to take action to abate an alleged infringement of a patent within the PATENT RIGHTS within [***] of a request by
LSU to do so (or within a shorter period if required to preserve the legal rights of LSU under applicable law) then LSU has the
right to take such action (including prosecution of a suit) at LSU’s expense, and LICENSEE shall use reasonable efforts to
cooperate in such action, at LICENSEE’s expense. LSU has full authority to settle on such terms as LSU determines, except
that LSU shall not reach any settlement whereby it provides a license for future activities to a third party under the PATENT RIGHTS
in the TERRITORY in the FIELD OF USE without the consent of LICENSEE, which consent LICENSEE may withhold for any reason. LSU retains
[***] of any recovery or settlement under this Paragraph 8.3 after reimbursement of LSU’s out-of-pocket expenses and payment
to LICENSEE of any unrecovered expenses that LICENSEE pays at LSU’s request to third parties in furtherance of such action
(such payment not to exceed the recovery or settlement amounts LSU actually receives).


 


 



    	 	13	 



     


    




ARTICLE 9 – NO WARRANTIES; LIMITATION
ON LSU’S LIABILITY


 


9.1       LSU
hereby represents and warrants to LICENSEE that LSU is the owner and representative of the PATENT RIGHTS and has sufficient rights
and authority to grant LICENSEE the exclusive licenses set forth in Paragraph 2.1. Except as otherwise set forth in the immediately
preceding sentence, LSU, its board members, officers, employees and agents make no representations or warranties that PATENT RIGHTS
are or will be held valid or enforceable, nor that the manufacture, importation, use, offer for sale, sale or other distribution
of any LICENSED PRODUCTS or the use of LICENSED PROCESSES will be free from infringement of third party patent rights or other
third party rights; nor respecting the scope of any of the PATENT RIGHTS.


 


9.2       EXCEPT
AS OTHERWISE SET FORTH IN THE FIRST SENTENCE OF PARAGRAPH 9.1, LSU, ITS BOARD MEMBERS, OFFICERS, EMPLOYEES AND AGENTS MAKE NO REPRESENTATIONS,
AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUME NO RESPONSIBILITIES WHATEVER WITH RESPECT TO DESIGN, DEVELOPMENT, MANUFACTURE,
USE, SALE OR OTHER DISPOSITION BY LICENSEE OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED PROCESSES.


 


9.3       LICENSEE
AND SUBLICENSEES ASSUME THE ENTIRE RISK AS TO PERFORMANCE OF LICENSED PRODUCTS AND LICENSED PROCESSES. With the exception of damages
arising as a result of its breach of Paragraph 14.17, or arising from its gross negligence or intentional misconduct, in no event
shall LSU, including its board members, officers, employees and agents, be responsible or liable for any direct, indirect, special,
incidental, or consequential damages or lost profits or other economic loss or damage with respect to LICENSED PRODUCTS or LICENSED
PROCESSES, to LICENSEE, SUBLICENSEES or any other person or entity regardless of legal theory. The above limitations on liability
apply even though LSU, its board members, officers, employees or agents may have been advised of the possibility of such damage.


 


9.4       LICENSEE
shall not, and shall require that its SUBLICENSEES do not, make any statements, representations or warranties whatsoever to any
person or entity, or accept any liabilities or responsibilities whatsoever from any person or entity that are inconsistent with
this Article 9.


 


 






    	 	14	 



     


    

 


ARTICLE 10 – INDEMNITY; INSURANCE


 


10.1       LICENSEE
shall defend, indemnify and hold harmless and shall require all SUBLICENSEES to defend, indemnify and hold harmless LSU, its board
members, officers, employees and agents, from and against any and all claims of any kind arising out of the LICENSEE’s exercise
of any rights granted LICENSEE under this Agreement or the breach of this Agreement by LICENSEE.


 


10.2       LSU
is entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related
to any such claims, demands, damages, losses and expenses under Paragraph 10.1 above.


 


	10.3	(a) Prior to the occurrence of any of the activities specified in subparagraph (b), LICENSEE shall
purchase and maintain in effect a commercial general liability insurance policy, including product liability coverage, in the amount
determined as set forth in subparagraph (c). Such policy shall provide reasonable coverage for all claims with respect to any LICENSED
PROCESS used and any LICENSED PRODUCTS manufactured, used, sold, licensed, or otherwise distributed by LICENSEE.



 


(b) LICENSEE shall obtain the requisite
insurance coverage prior to any manufacture of, use of, distribution of, sale of, offer for sale of, importation of, or commercial
activity involving any LICENSED PRODUCT or LICENSED PROCESS, including use in any clinical trial.


 


(c) LICENSEE shall obtain the requisite
insurance coverage in amounts consistent with industry practice applicable to the activity to be undertaken with the LICENSED PRODUCT
or LICENSED PROCESS, but in production of a licensed product, to obtain product liability insurance of not less than [***] per
occurrence. All insurance obtained pursuant to this Paragraph shall be with an insurer with a current A.M. Best rating of A+8 or
better. LICENSEE shall provide LSU with written notice of the amount of insurance LICENSEE intends to obtain and which LICENSEE
believes to be consistent with industry practice.


 


(d) All insurance obtained pursuant to
this Paragraph shall specify as additional insureds the Board of Supervisors of Louisiana State University and Agricultural and
Mechanical College, including its board members, officers, agents and employees.


 


(e) Prior to commencing any of the activities
described in subparagraph (b), LICENSEE shall furnish to LSU a certificate of insurance evidencing that it has obtained the amount
and type of insurance required pursuant to this Paragraph.


 


 






    	 	15	 



     


    

 


(f) LICENSEE shall furnish current certificate(s)
of insurance evidencing the required insurance coverage on an annual basis in the December quarterly report due each December 31,
under the provisions of Paragraph 4.1.


 


(g) The provisions of this paragraph shall
apply equally to any SUBLICENSEE (including any other authorized transferee of LICENSEE’s interest, which for purposes of
this paragraph only, shall be considered a SUBLICENSEE). Any contract or agreement between LICENSEE and SUBLICENSEE shall require
that SUBLICENSEE comply with all insurance requirements provided for in this Paragraph in the same manner required of LICENSEE,
including, but not limited to, the requirements for determining the amount, obtaining, and providing evidence of insurance to LSU.
No SUBLICENSEE shall commence any of the activities described in subparagraph (b) without complying with the provisions of this
Paragraph in the same manner required of LICENSEE.


 


 


ARTICLE 11 – TERM AND TERMINATION


 


11.1       If
LICENSEE ceases to carry on its business (or that part of its business pertaining to LICENSED PRODUCTS and LICENSED PROCESSES),
then this Agreement shall terminate upon [***] written notice by LSU.


 


11.2       If
LICENSEE fails to make any payment due to LSU, LSU shall have the right to terminate this Agreement effective on [***] written
notice, unless LICENSEE makes all such payments within the [***] period. If LICENSEE has not made all such payments to LSU by the
time the [***] period expires, LSU may terminate this Agreement upon written notice to LICENSEE.


 


11.3        Upon
any material breach or default of this Agreement by LICENSEE other than those occurrences listed in Paragraphs 5.3, 5.4, 11.1 and
11.2 (the terms of which shall take precedence over this Paragraph 11.3, where applicable), LSU shall have the right to terminate
this Agreement effective on [***] written notice to LICENSEE. Such termination shall become automatically effective upon expiration
of the [***] period unless LICENSEE cures the material breach or default before the [***] period expires.


 


11.4       In
the event LICENSEE brings a civil action seeking, through ordinary, declaratory or any other form of relief, to invalidate any
PATENT RIGHTS licensed under this Agreement, LSU may immediately terminate this Agreement upon written notice to LICENSEE.


 


11.5        LICENSEE
has the right to terminate this Agreement at any time on [***] written notice to LSU, with or without cause. In such a case, LICENSEE
shall:


 


		(a)	pay all amounts due LSU through the effective date of the termination;



 


		(b)	submit a final report in compliance with Paragraph 4.2;



 


 






    	 	16	 



     


    

 


		(c)	return any confidential or trade-secret materials provided to LICENSEE by LSU in connection with
this Agreement; or, with prior written approval by LSU, destroy such materials, and certify in writing that such materials have
all been returned or destroyed;



 


		(d)	subject to Paragraph 11.7 below, suspend its use of the LICENSED PROCESS(ES) and LICENSED PRODUCT(S)
until a new agreement can be executed; and



 


		(e)	will negotiate, in good faith, terms of an agreement that will allow LSU or a LICENSEE to have
access and use of the unpatented data and knowhow developed by the LICENSEE in the course of LICENSEE’s efforts to develop
LICENSED PRODUCTS and LICENSED PROCESSES. Such a license agreement shall be on a non-exclusive basis limited to the Field of Use.



 


11.6       Upon
any termination of this Agreement, and except as expressly provided herein to the contrary, all rights and obligations of the parties
hereunder shall cease, except any previously accrued rights and obligations and further as follows:


 


		(1)	Obligations to pay running royalties and other sums accruing hereunder through the day of termination,
and to make a final report under Paragraph 4.2;



 


		(2)	LSU’s rights to inspect books and records as described in Article 4, and LICENSEE’s
obligations to keep such records for the required time;



 


		(3)	Obligations to hold harmless, defend and indemnify LSU and its board members, officers, employees
and agents, and to maintain insurance, and all other obligations under Article 10;



 


		(4)	Any cause of action or claim of LICENSEE or LSU accrued or to accrue because of any breach or default
by the other party hereunder;



 


		(5)	The provisions of Articles 1, 9, 13 and 14; and



 


		(6)	All other terms, provisions, representations, rights and obligations contained in this Agreement
that by their sense and context are intended to survive until performance thereof by either or both parties.



 


11.7       Upon
early termination of this Agreement after a FIRST COMMERCIAL SALE, LICENSEE, its Affiliates and Sublicensees may complete and sell
any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination provided that: (a) LICENSEE
pays LSU the applicable running royalty or other amounts due on such Net Sales in accordance with the terms and conditions of this
Agreement, and (b) LICENSEE, its Affiliates and Sublicensees shall complete and sell all work-in-progress and inventory of Licensed
Products within six (6) months after the effective date of termination.


 


 






    	 	17	 



     


    

 


ARTICLE 12 – REGISTRATION AND
RECORDATION


 


12.1       If
the terms of this Agreement, or any assignment or license under this Agreement are or become such as to require that the Agreement
or license or any part thereof be registered with or reported to a national or supranational agency of any area in which LICENSEE
or SUBLICENSEES would do business, then LICENSEE will, at its own expense, undertake such registration or report. Prompt notice
and appropriate verification of the act of registration or report or any agency ruling resulting from it will be supplied by LICENSEE
to LSU.


 


12.2       LICENSEE
shall also carry out, at its expense, any formal recordation of this Agreement or any license herein granted that the law of any
country requires as a prerequisite to enforceability of the Agreement or license in the courts of any such country or for other
reasons, and shall promptly furnish to LSU appropriately verified proof of recordation.


 


 


ARTICLE 13 – NOTICES


 


13.1       Any
notice, request or report required or permitted under this Agreement shall be deemed to have been duly given upon receipt of such
notice, request or report sent in writing and by reputable overnight courier (e.g., UPS or FedEx), return receipt requested, and
postage or costs of transmission and delivery prepaid to the address set forth below, or such other address as such party specifies
by written notice given in conformity herewith. Any notice, request, report or payment given by any other means is not effective
until actually received by an authorized representative of a party. 


 





	 	To LSU:	Annella Nelson, MBA,
	 	 	Asst. Vice Chancellor for Research Development
	 	 	LSU Office of Research
	 	 	BRI Building, F1- 48
	 	 	1501 Kings Highway, P.O. Box 33932
	 	 	Shreveport, LA 71132
	 	 	shvtechtransfer@lsuhsc.edu
	 	 	 
	 	To LICENSEE:	JanOne Inc.
	 	 	Attn: Chief Executive Officer
	 	 	325 East Warm Springs Road, Suite 102
	 		Las Vegas, Nevada, 89119



 


 


 






    	 	18	 



     


    

 


 


	 	 	 
	 	With copy (which shall not constitute notice) to: 
	 	 	 
	 	 	JanOne Inc.
	 	 	Attn: Michael J. Stein, Esq.
	 	 	325 East Warm Springs Road, Suite 102
	 	 	Las Vegas, Nevada 89119







 


ARTICLE 14 – MISCELLANEOUS PROVISIONS


 


14.1        This
Agreement shall be construed, governed, interpreted and applied according to the laws of the United States and of the State of
Louisiana, except that questions affecting the construction and effect of any patent shall be determined by the law of the country
in which the patent was granted.


 


14.2       In
the event of a controversy or claim arising out of or relating to this Agreement, the PATENT RIGHTS, or the KNOW HOW, or to the
breach, validity, or termination of this Agreement or to the validity, infringement, or enforceability of PATENT RIGHTS, the parties
shall first negotiate in good faith for a period of [***] to try to resolve the controversy or claim. If the controversy or claim
is unresolved after these negotiations, the parties shall then make good-faith efforts for [***] to mediate the controversy or
claim in Baton Rouge, Louisiana before a mediator selected by the International Institute for Conflict Prevention and Resolution,
(New York, New York) (“CPR”), under CPR’s Mediation Procedure then in effect. If the controversy or claim is
unresolved after mediation, on the written demand of either party any controversy arising out of or relating to this Agreement
or to the breach, termination, or validity of this Agreement shall be settled by binding arbitration in Baton Rouge, Louisiana
in accordance with CPR’s Rules for Non-Administered Arbitration of Patent and Trade Secret Disputes then in effect, before
a single arbitrator. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment
on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All applicable statutes of limitation
and defenses based on the passage of time shall be tolled while the procedures described in this Paragraph 14.2 are pending. LSU
and LICENSEE shall each take such action, if any, required to effectuate this tolling. Each party is required to continue to perform
its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. Otherwise,
any controversy arising under or relating to this Agreement, or the breach, termination, or validity of this Agreement, may be
adjudicated only in a court, state or federal, having jurisdiction over the subject matter and including Baton Rouge, Louisiana
within its territorial district. Both parties’ consent to the jurisdiction and venue of such a court. A party’s right
to demand arbitration of a particular dispute arising under or related to this Agreement, or the breach, termination, or validity
of this Agreement, shall be waived if that party either: (1) brings a lawsuit over that controversy or claim against the other
party in any state or federal court; or (2) does not make a written demand for mediation, arbitration, or both within [***] of
service of process on that party of a summons or complaint from the other party instituting such a lawsuit in a state or federal
court of competent jurisdiction. As a condition precedent to any mediation, arbitration or lawsuit brought by LICENSEE, an AFFILIATE,
or any SUBLICENSEE challenging the validity of a United States patent within Licensed Patents, where that validity is challenged
in whole or in part on the basis of prior art consisting of patents or printed publications, the challenger of that validity must
first request reexamination of the challenged patent in the United States Patent and Trademark Office based on that prior art,
and must await either the denial of the reexamination request, or if the request is granted, the conclusion of reexamination proceedings,
before filing any such lawsuit or bringing any such mediation or arbitration.


 


 


 






    	 	19	 



     


    

 


14.3 LSU and LICENSEE agree that
this Agreement sets forth their entire understanding concerning the subject matter of this Agreement, and that no modification
of the Agreement will be effective unless both LSU and LICENSEE agree to it in writing. LSU and LICENSEE previously executed a
non-disclosure agreement and this agreement is intended to continue in effect, until the terms of the non-disclosure agreement
has expired.


 


14.4        If
a court of competent jurisdiction or an arbitrator finds any term of this Agreement invalid, illegal or unenforceable, that term
will be curtailed, limited or deleted, but only to the extent necessary to remove the invalidity, illegality or unenforceability,
and without in any way affecting or impairing the remaining terms.


 


14.5       LICENSEE
agrees to mark all LICENSED PRODUCTS sold in the United States with all applicable United States patent numbers. All LICENSED PRODUCTS
shipped to or sold in other countries shall be marked to comply with the patent laws and practices of the countries of manufacture,
use and sale.


 


14.6       No
waiver by either party of any breach of this Agreement, no matter how long continuing nor how often repeated, is a waiver of any
subsequent breach thereof, nor is any delay or omission on the part of either party to exercise or insist on any right, power,
or privilege hereunder a waiver of such right, power or privilege.


 


14.7       LICENSEE
and LSU each agree to refrain from using, and LICENSEE agrees to require SUBLICENSEES to refrain from using, the name of the other
party in publicity or advertising without the prior written approval of such other party, such approval not to be unreasonably
withheld, delayed or conditioned. Reports in scientific literature and presentations of joint research and development work are
not considered to be “publicity” for this purpose. Notwithstanding this provision, without prior written approval of
LSU, LICENSEE and SUBLICENSEES may use LSU’s name in any submission to a government agency as required by law.


 


14.8       LICENSEE
shall comply with all applicable laws and regulations. By way of example, LICENSEE understands and acknowledges that the transfer
of certain commodities and technical data is subject to United States laws and regulations controlling the export of such commodities
and technical data, including the Export Administration Regulations of the United States Department of Commerce. These laws and
regulations prohibit or require a license for the export of certain types of technical data to specified countries. LICENSEE shall
comply with all United States laws and regulations controlling the export of commodities and technical data, and shall be solely
responsible for any violation of such laws and regulations by LICENSEE or its SUBLICENSEES, and shall defend, indemnify and hold
harmless LSU and its board members, officers, employees and agents if any legal action of any nature results from the violation.
LICENSEE agrees to comply with the Health Insurance Portability and Accountability Act, and to defend and hold harmless LSU and
its board members, officers, employees and agents if any legal action of any nature results from any violation thereof.


 


 






    	 	20	 



     


    

 


14.9       The
relationship between the parties is that of independent contractors. Neither party is an agent or employee of the other in connection
with the exercise of any rights hereunder, and neither has any right or authority to assume or create any obligation or responsibility
on behalf of the other.


 


14.10       Inventorship
for any future inventions, whether resulting from access to LSU’s know-how and inventions or otherwise, will be determined
by the U.S. Patent laws, 35 U.S.C. §1 et seq. If LICENSEE should invoke the CREATE Act (pursuant to 35 U.S.C. §103(c))
to overcome any prior art rejections during the prosecution of LICENSEE-owned patent applications, then all patents obtained by
LICENSEE by asserting that this license is a joint research agreement under the CREATE Act will be jointly owned by LSU and LICENSEE,
and LSU’s rights in such patents will automatically become part of the PATENT RIGHTS licensed under this Agreement.


 


14.11       In
the event either party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reasons
of strike, lockouts, labor troubles, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism,
Acts of God, severe inclement weather or other cause beyond such party’s control, then performance of such act shall be excused
for the period of such delay. Any timelines affected by such force majeure shall be extended for a period equal to that of the
delay and any affected service cost shall be adjusted as appropriate to reflect increases or decreases in costs. Neither party
hereto is in default of any provision of this Agreement for any failure in performance resulting from acts or events beyond the
reasonable control of such party, such as Acts of God, acts of civil or military authority, civil disturbance, war, strikes, fires,
natural catastrophes or other “force majeure” events. The affected party will use its good faith efforts to promptly
notify the other party in writing within [***] after the start of the force majeure. Final notice of the start and stop of any
such force majeure must be provided to such other party, within [***] after the end of the force majeure.


 


14.12       LICENSEE
may not assign this Agreement without the prior written consent of LSU, such consent not to be unreasonably withheld, delayed or
conditioned, to the extent permitted by Louisiana law, and shall not pledge any of the license rights granted in this Agreement
as security for any creditor; provided, however, that LICENSEE may assign this Agreement without such consent to an AFFILIATE that
is a wholly-owned subsidiary of LICENSEE upon providing LSU with written notice thereof. Any attempted pledge of any of the rights
under this Agreement or any attempted assignment of this Agreement without the prior written consent of LSU will be void from the
beginning. No assignment by LICENSEE will be effective until the intended assignee agrees in writing to accept all of the terms
and conditions of this Agreement.


 


14.13       If
during the term of this Agreement, LICENSEE makes or attempts to make an assignment for the benefit of creditors, or if proceedings
in voluntary or involuntary bankruptcy or insolvency are instituted on behalf of or against LICENSEE, or if a receiver or trustee
is appointed for the property of LICENSEE, LSU may, at its option, terminate this Agreement and revoke the license(s) herein granted
by written notice to LICENSEE. LICENSEE shall notify LSU of any such event mentioned in this Paragraph 14.13 as soon as reasonably
practicable, and in any event within [***] after any such event.


 


 






    	 	21	 



     


    

 


14.14       Whereas
LSU is an academic institution, LSU shall be free to make such publications as LSU sees fit concerning the technology disclosed
in the PATENT RIGHTS or in KNOW HOW.


 


14.15       If
it becomes necessary for one party to employ the services of an attorney for the protection and enforcement of its rights under
the Agreement, or to compel performance of the other party’s obligations under the Agreement, upon final judgment or award
by a court of competent jurisdiction or by an arbitrator, the court or arbitrator in its discretion may order the defaulting party
to pay the other party’s reasonable attorney’s fees at both trial and appellate levels.


 


14.16       LSU
will entertain requests by LICENSEE to allow LSU employees, acting independently of their employment at LSU, to serve as consultants
to LICENSEE. The terms and conditions of such a consulting agreement shall be negotiated between LICENSEE and the prospective consultant,
and shall be consistent with the laws of the State of Louisiana and the rules, regulations, and policies of LSU, including without
limitation, Permanent Memorandum 11. It is understood that LSU employees who act as consultants may not ordinarily grant rights
in intellectual property to an outside employer.


 


14.17       Each
party agrees that the CONFIDENTIAL INFORMATION of the other party disclosed to it or to its employees under this Agreement shall,
during the term of this Agreement and thereafter: (a) be used only in connection with the legitimate purposes of this Agreement;
(b) be disclosed only to those who have a need to know it in connection with the Agreement; (c) be safeguarded with the same degree
of care normally afforded confidential information in the possession, custody or control of the party holding the CONFIDENTIAL
INFORMATION but no less than a reasonable degree of care; and (d) not be disclosed, divulged or otherwise communicated except with
the express written consent of the disclosing party. The foregoing shall not apply when, after and to the extent the CONFIDENTIAL
INFORMATION disclosed: (i) can be demonstrated to have been in the public domain prior to the date of the disclosure; (ii) enters
the public domain through no fault of the receiving party; (iii) was already known to the receiving party at the time of disclosure
as evidenced by written records in the possession of the receiving party prior to such time; (iv) is subsequently received by the
receiving party in good faith from a third party without breaching any obligation of confidentiality between the third party and
the disclosing party; (v) was independently developed, as established by tangible evidence, by the receiving party without reference
to information or material provided by the disclosing party; or (vi) is required to be disclosed for compliance with court orders,
statutes, regulations or regulatory requirements, provided that prior to any such disclosure to the extent reasonably practicable,
the party from whom disclosure is sought shall promptly notify the other party and shall afford such other party the opportunity
to challenge or otherwise lawfully seek limits upon such disclosure of CONFIDENTIAL INFORMATION. As used herein the term, “CONFIDENTIAL
INFORMATION” means all confidential or proprietary information disclosed or otherwise made available by one party to the
other party relating to and in the performance of this Agreement, including confidential or proprietary methods or manufacture
or use, formulations, clinical data, test results, and research and development plans, whether in oral, graphic, electronic, or
any other media or form.


 


 






    	 	22	 



     


    

 


ARTICLE 15 – CONFLICT OF INTEREST
MANAGEMENT


 


15.1       This
Agreement is subject to the provisions of LSU’s Permanent Memorandum 67, and the Louisiana Code of Governmental Ethics.


 


15.2       Unless
LSU provides appropriate formal written approvals, all development, manufacture, and marketing of LICENSED PRODUCTS and LICENSED
PROCESSES will take place without the use of LSU funds, facilities, other resources of LSU, or funds administered by LSU.


 


15.3       LICENSEE
shall cooperate with LSU in developing and implementing appropriate plans for management of potential conflicts of interest and
conflicts of LSU employees


 


Remainder of page
intentionally left blank.


 


 


 


 


 


 


 


 


 






    	 	23	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement in duplicate originals by their duly authorized officers or representatives.


 





	janone inc.	BOARD OF SUPERVISORS OF 

LOUISIANA STATE UNIVERSITY AND 

AGRICULTURAL AND MECHANICAL COLLEGE 
	 	 
	 	 
	By /s/ Tony Isaac	By /s/ G.E. Gh Li                    
	     (authorized representative)	      (authorized representative)
	 	 
	Typed Name      Tony Isaac	Typed Name    G.E. Gh Li DDS, MD, FACS, FRCS (ED)
	 	 
	Title      CEO	Title    Chancellor
	 	 
	Date     11/4/19	Date   11/6/19
	 	 
	 	 
	 	 
	Theravasc, INC./THERAPAD, LLC	University of alabama- birmingham 

research foundation
	 	 
	 	 
	By  /s/ Tony Giordano           	By /s/ Kathy Nugent               
	      (authorized representative)	     (authorized representative)
	 	 
	Typed Name   Tony Giordano	Typed Name   Kathy Nugent
	 	 
	Title  Managing Member	Title   Executive Director
	 	 
	Date  11/5/19	Date  11/18/19
	 	 
	 	 







 


 


 


 






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