Exhibit 10.1


 


Certain identified information has
been excluded from the exhibit because it is both (i) not


material and (ii) would likely cause competitive harm to the registrant
if publicly disclosed.


 


DISTRIBUTION,
LICENSE AND SUPPLY AGREEMENT


 


by and between


 


Onconova Therapeutics, Inc.


 


and


 


Knight Therapeutics Inc.


 


DATE: November 20, 2019


 






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Execution Version


 


	1. 	DEFINITIONS	3
	2. 	GRANT OF RIGHTS	9
	3. 	REGULATORY AND DEVELOPMENT	10
	4. 	TRADEMARKS	12
	5. 	COMMERCIALIZATION	12
	6. 	PRICES AND PAYMENTS	13
	7. 	CONFIDENTIALITY	18
	8. 	MANUFACTURE AND SUPPLY	21
	9. 	INTELLECTUAL PROPERTY	26
	10. 	REPRESENTATION AND WARRANTIES	28
	11. 	TERM AND TERMINATION	32
	12. 	DISPUTE RESOLUTION	33
	13. 	Intentionally left blank	34
	14.	OTHER PROVISIONS	34



 






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Execution Version


 


DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT


 


THIS AGREEMENT, effective November 20,
2019, by and between ONCONOVA THERAPEUTICS, INC., a corporation formed under
the laws of Delaware (“Licensor”) and Knight Therapeutics Inc.,
a corporation incorporated under the laws of Canada (“Knight”).


 


RECITALS


 


WHEREAS Licensor owns or licenses
all right, title and interest in and to certain patents, trademark(s) and Know-How relating to rigosertib;


 


WHEREAS Licensor is willing to grant
to Knight and Knight wishes to accept an exclusive license from Licensor to develop and Commercialize the Licensed Products in
the Territory;


 


WHEREAS Knight wishes to procure
the Licensed Products from Licensor and Licensor wishes to supply the Licensed Products to Knight;


 


NOW THEREFORE in consideration of
the mutual promises and covenants contained herein, the Parties, intending to be legally bound, agree as follows:


 


	1.	DEFINITIONS



 


	1.1	Definitions. The following terms as used hereinafter in this Agreement shall have the meaning
set forth in this Section:



 


“Adverse Drug Reaction”
means a noxious and unintended response to a drug, which occurs at doses normally used or tested for the diagnosis, treatment,
or prevention of a disease or the modification of an organic function.


 


“Adverse
Drug Event” means any untoward medical occurrence in a patient or clinical investigation subject administered a pharmaceutical
product and which does not necessarily have to have a causal relationship with this treatment.


 


“Affiliate”
means any corporation, firm, partnership or other entity that directly or indirectly controls, is controlled by or is under common
control with a Party, with “control” meaning ownership of greater than fifty percent (50%) of the voting stock or other
voting interests in the Party or the right to receive over fifty percent (50%) of the profits or earnings of the Party. Such other
relationship as in fact results in actual control over the management, business, and affairs of a Party shall also be deemed to
constitute control.


 


“Agreement”, “hereto”,
 “hereunder”, “herein” and similar expressions mean this Distribution, License and Supply Agreement.


 






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Execution Version


 


“Applicable Laws”
means any law, regulation, rule, guidance, order, judgment or decree having the force of law in the Territory.


 


“Business Day”
means any day other than (i) Saturday or Sunday or (ii) a day that is a legal holiday in either of Montreal, Québec or New
York City, New York or (iii) any other day on which banks in either of Montreal, Québec or Newtown, Pennsylvania, are required
to be closed.


 


“Calendar Quarter”
means the three (3) month periods ending on March 31, June 30, September 30 and December 31 in each Calendar
Year; provided, however, that the first Calendar Quarter shall begin on the Effective Date and end on the last day of the calendar
quarter during which the Effective Date occurs.


 


“Calendar Year”
means, in respect of any particular year, the one (1) year period beginning on January 1 and ending on December 31; provided,
however, that the first Calendar Year shall begin on the Effective Date and end on December 31 of the calendar year during which
the Effective Date occurs.


 


“Commercial Sale”
means any shipment of the Licensed Products in the Territory following receipt of Regulatory Approval pursuant to an arm’s
length sale by Knight or its Affiliates, sublicensees or assignees to a Third Party.


 


“Commercialize”
means marketing, using, distributing, promoting, offering for sale, and selling the Licensed Products. For clarity, “Commercialization”
shall not include any activities related to clinical research, manufacturing or development of the Licensed Product.


 


“Compound”
shall mean rigosertib, having the chemical structure set forth in Schedule 1.1, including any and all salt, free acid/base,
solvate, hydrate, pro-drug, stereoisomer, and enantiomer thereof, and polymorphic forms thereof.


 


“Cost of Goods”
means, with respect to the Licensed Products, the production cost of such Licensed Products (for the avoidance of doubt, including,
without limitation, manufacturing oversight, freight, shipping, insurance and quality assurance) calculated in accordance with
internal cost accounting methods consistently applied by Licensor for its other similar pharmaceutical products; provided, that
such methods comply with IFRS or U.S. generally accepted accounting principles, as applicable. Cost of Goods shall include direct
labor, direct materials (including taxes and duties), but exclude corporate administrative overhead, any costs associated with
excess capacity, any royalties or license fees payable to Third Parties and any other indirect costs. Notwithstanding the foregoing,
in the event a Licensed Product is manufactured by a Third Party supplier and procured by Licensor, the “Cost of Goods”
shall include the costs charged for such Licensed Product by such Third Party supplier to Licensor.


 


“Effective Date”
means the date specified in the initial paragraph of this Agreement.


 






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Execution Version


 


“Field” means
human use.


 


“Force Majeure”
has the meaning set forth in Section 14.6.


 


“GMP” means
good manufacturing practices as required under the rules of the applicable Governmental Authority in the Territory.


 


“Governmental Authority”
means any federal, state, provincial, or municipal government body, commission, agency, board, court or tribunal in the Territory
and having jurisdiction in the particular circumstances.


 


“IFRS” means,
at any time, the International Financial Reporting Standards, promulgated by the International Accounting Standards Board, as amended,
supplemented or replaced from time to time.


 


“Improvements”
means any new dosage strengths, reformulations, line extensions or other advances in, modifications or improvements to a Licensed
Product or ROFR Product, as applicable.


 


“Inability to Supply”
means either a Long Term Inability to Supply or a Short Term Inability to Supply and means both a Long Term Inability to Supply
and a Short Term Inability to Supply collectively.


 


“Initial Term”
has the meaning set forth in Section 11.1.


 


“Know-How”
means all scientific, technical, manufacturing, marketing, production, sales and other information relating to the Licensed Products
that is known to or controlled by Licensor and which is reasonably necessary for the Commercialization of the Licensed Products
in accordance with the terms of this Agreement.


 


“Launch” means
the date of the first Commercial Sale in each country of the Territory of the applicable Licensed Product.


 


“Licensor Indemnified
Party” has the meaning set forth in Section 10.6.


 


“Licensor Marks”
means any marks Licensor may adopt for use for the Licensed Products, as listed in Exhibit A.


 


“Licensor Patents”
means all patents in the Territory, including patent applications, continuations, divisional patents, re-examined patents, reissued
patents, and foreign equivalents thereof, that are owned by or licensed to Licensor which claim inventions reasonably necessary
for the Commercialization of the Licensed Products in the Territory, including those listed in Exhibit B.


 


“Licensed Products”
means each of any product containing a Compound and all Improvements thereto.


 






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Execution Version


 







“Long Term Inability
to Supply” shall mean the inability to supply, including for reason of a non-conformity of the Licensed Products, at
least seventy percent (70%) of the volumes of a Licensed Product indicated in the current forecast that exceeds one hundred and
twenty (120) days or more than one Short-Term Inability to Supply in a period of twelve (12) months.


 


“Knight Indemnified
Party” has the meaning set forth in Section 10.5.


 


“Major Market”
means any of the United States, Germany, Spain, Italy, France, the United Kingdom, Australia, Japan, China, Brazil, Mexico, Saudi
Arabia and Turkey.


 


“Net Sales”
Net Sales” means, with respect to any period, the gross amount billed or invoiced on sales of the Licensed Product during
such period anywhere in the Territory by Knight or any of its Affiliates or sublicensees or assignees (or permitted distributors)
to unaffiliated Third Parties in bona fide arm’s length transactions, less the following deductions, in each case to the
extent reasonable and customarily provided to unaffiliated entities and actually allowed and taken with respect to such sales:


 


		i.	 	actual credits, price adjustments or allowances for damaged products, returns or rejections of the Licensed Product in accordance
with Knight’s returned goods policy;
	 	 	 	 
		ii.	 	normal and customary trade, cash and quantity discounts, allowances and credits (other than price discounts granted at the
time of invoicing which have already been included in the gross amount invoiced);
	 	 	 	 
		iii.	 	chargeback payments, repayments and rebates (or the equivalent thereof) granted to or imposed by group purchasing organizations,
managed health care organizations or federal, state/provincial, local and other governments, including any or all of their regulatory
authorities, agencies, review boards or tribunals, or  trade customers;
	 	 	 	 
		iv.	 	sales, value-added (to the extent not refundable in accordance with applicable law), and excise taxes, tariffs and duties,
and other taxes directly related to the sale (but not including taxes assessed against the income derived from such sale);
	 	 	 	 
		v.	 	outbound freight, shipment and insurance costs incurred by Knight to sell the Licensed Product to the extent included in the
price and separately itemized;
	 	 	 	 
		vi.	 	quality and stability costs; and
	 	 	 	 
		vii.	 	stocking allowances.



 


Net Sales shall include (a)
any named patient sales, if applicable, and (b) the amount or fair market value of all other consideration received by Knight
or any of its Affiliates or sublicensees or assignees (or permitted distributors) in respect of sales of the Licensed
Product, whether such consideration is in cash, payment in kind, exchange, or other form. Net Sales shall not include sales
between or among Knight or any of its Affiliates or sublicensees or assignees (or permitted distributors) unless any such
associated party is the end user.  Subject to the above, Net Sales shall be calculated in accordance with the standard
internal policies and procedures of Knight, which shall at all times be in accordance with IFRS, consistently
applied. 


 






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Execution Version


 







“Party” means
either Licensor or Knight and “Parties” means both Licensor and Knight.


 


“Regulatory Approval”
means any and all approvals, marketing authorizations, registrations and licenses (including amendments and supplements thereto)
necessary from a Governmental Authority for the Commercialization or manufacture of the Licensed Products in or for the Territory.


 


“Regulatory Submissions”
means all applications, filings, dossiers and the like submitted to a Governmental Authority for the purpose of obtaining Regulatory
Approval.


 


“Renewable Term”
has the meaning set forth in Section 11.1.


 


“ROFR Products”
shall mean all products other than the Licensed Products that are owned, licensed, or controlled by Licensor as of the Effective
Date and all Improvements thereto. “ROFR Product” means either of them.


 


“Royalty Revenue”
means any royalty payments received by Knight or any of its Affiliates or assignees from sublicensing its rights under this Agreement.


 


“SDEA” means
the Safety Data Exchange Agreement to be entered into by the Parties within ninety (90) days after the Effective Date.


 


“Short Term Inability
to Supply” shall mean the inability to supply, including for reason of a non-conformity of the Licensed Products, at
least seventy percent (70%) of the volumes of a Licensed Product indicated in the current forecast that continues for more than
sixty (60) days but less than one hundred and twenty (120) days.


 


“Specifications”
means the finished product specifications for each Licensed Product as required by the applicable Regulatory Approval and as may
be modified from time to time in accordance with Regulatory Approval.


 


“Sublicense
Revenue” means (i) any upfront payments and development, regulatory, and sales milestone payments or other payments
received by Knight or any of its Affiliates in connection with any sublicense of its rights (or any option thereto) or
assignment of its rights (or any option thereto) under this Agreement and (ii) premiums paid by a Third Party in excess of
the fair market value for purchase of Knight’s securities sold in connection with any sublicense or assignment of
rights under this Agreement. For the avoidance of doubt, Sublicense Revenue shall not include Royalty Revenue, or any amounts
included in Net Sales, but in the case of any non-cash consideration, shall include at the election of Knight, such non-cash
consideration or the fair market value thereof on the date of payment to Knight.


 






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Execution Version


 







“Supply Price”
has the meaning set forth in Section 6.4.


 


“Term” has
the meaning set forth in Section 11.1.


 


“Territory”
means Canada, and shall also be deemed to include Israel if Knight exercises its option as per Section 6.5.


 


“Third Party”
means any person other than the Parties and their Affiliates.


 


	1.2	Other Definitional and Agreement References. References to any agreement, contract, statute,
act, or regulation are to that agreement, contract, statute, act, or regulation as amended, modified or supplemented from time
to time in accordance with the terms hereof and thereof.



 


	1.3	Ambiguities. Ambiguities, if any, in this Agreement shall not be construed against any Party,
irrespective of which Party may be deemed to have authored the ambiguous provision.



 


	1.4	Sections and Headings. The term “Section” refers to the specified Section of
this Agreement, unless otherwise specified. Headings and captions of the Sections hereof are for convenience only and are not to
be used in the interpretation of this Agreement.



 


	1.5	Canadian Dollars. References in this Agreement to “Dollars” or “$”
shall mean the legal tender of Canada, unless otherwise noted.



 


	1.6	Date References. References from or through any date mean, unless otherwise specified, from
and including or through and including, respectively.



 


	1.7	Gender. Words of one gender include the other gender.



 


	1.8	Include, Includes, Including. Whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
whether or not they are in fact followed by those words or words of like import.



 


	1.9	Solidary Obligations. Unless specified otherwise in this Agreement, the obligations of any
Party consisting of more than one person are solidary (joint and several).



 


	1.10	No Strict Construction. This Agreement has been prepared jointly and shall not be strictly
construed against either Party.



 


	1.11	Number of Days. Whenever this Agreement refers to a number of days, unless otherwise specified,
such number shall refer to calendar days.



 






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Execution Version


 







	1.12	Party References. Reference to any Party includes the successors and permitted assigns of
that Party.



 


	1.13	Singular/Plural. Words using the singular or plural number also include the plural or singular
number, respectively.



 


	2.	GRANT OF RIGHTS



 


	2.1	License. Subject to the terms of this Agreement, Licensor, on behalf of itself and its Affiliates,
hereby grants to Knight and Knight hereby accepts (a) a non-exclusive (including with regards to Licensor and its Affiliates),
royalty-bearing license (or sub-license) under the Licensor Patents, the Licensor Marks, and Know How to develop and manufacture
(subject to Section 8.18(b)) the Licensed Products for the Territory and in the Field and (b) an exclusive (including with regards
to Licensor and its Affiliates), royalty-bearing license (or sub-license) under the Licensor Patents, the Licensor Marks, and Know
How to Commercialize the Licensed Products in the Territory and in the Field.



 


	2.2	Sublicensing. Knight may sublicense its rights granted hereunder or use sub-distributors
or third party service providers to exercise its right or fulfill its obligations hereunder subject to Licensor’s prior written
consent (not to be unreasonably withheld, conditioned or delayed). All sublicense
agreements, distribution or other arrangements or agreements shall be consistent with the terms and conditions of this Agreement,
and Knight assumes full responsibility for any actions taken by any sublicensee, distributor or other party and any of the expenses,
costs, or fees incurred by any sublicensee, distributor or other party. Knight shall provide a written copy of any sublicensing
or distribution agreements to the Licensor, which copy may be redacted to remove sensitive information not necessary to confirm
the sublicensee’s compliance with the terms and conditions set forth herein.



 


	2.3	No Implied Licenses. Neither Party grants to the other Party any right or license to use
any of its intellectual property, Know-How or other proprietary information, materials or technology, or to practice any of its
patent, trademark, or trade dress rights, except as expressly set forth in this Agreement.



 


	2.4	Restriction on Knight Sales. Knight shall not: (i) knowingly solicit or accept orders for
distribution of Licensed Products to a Third Party outside the Territory; (ii) knowingly distribute any Licensed Products for sale
or use outside the Territory; or (iii) supply any Third Party that has distributed or offered to distribute Licensed Products outside
the Territory after Knight has actual knowledge that said Third Party has distributed or offered to distribute Licensed Products
obtained from Knight outside of the Territory.



 


	2.5	Restriction on Licensor Sales. Licensor shall not: (i) knowingly solicit or accept orders
for distribution of Licensed Products to a Third Party for sale or distribution in
the Territory; (ii) knowingly distribute any Licensed Products for sale or use in the Territory; or (iii) supply any Third Party
that has distributed or offered to distribute Licensed Products in the Territory after Licensor
has actual knowledge that said Third Party has distributed or offered to distribute Licensed Products obtained from Licensor in
the Territory.



 






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Execution Version


 







	2.6	Performance by Affiliates. The Parties agree that their respective rights and obligations
may be exercised or performed by any of their Affiliates; provided, however, that each Party shall be fully responsible and liable
for the actions of such Affiliates in the performance of such obligations and shall ensure that such Affiliate complies with the
terms of this Agreement. Each Party hereby expressly waives any requirement that the other Party exhaust any right, power or remedy,
or proceed against an Affiliate, for any obligation or performance hereunder prior to proceeding directly against such Party.



 


	2.7	Right of First Refusal. During the Term of and subject to all other terms and conditions
of this Agreement, Licensor hereby grants to Knight an exclusive right of first refusal (a “Right of First Refusal”),
with respect to all or any part of the Territory, to store, market, promote, sell, offer for sale and/or distribute any ROFR Product(s).
Knight shall advise Licensor within ten (10) Business Days of its receipt of a notice from Licensor which details a bona fide unrelated
Third Party offer for any ROFR Product(s) with a copy of such offer (with the name of the Third Party deleted or redacted)) whether
it intends to accept such terms and conditions. Thereafter the parties shall enter into exclusive and good faith negotiations to
conclude an agreement on such proposed term and condition. If the Parties have not entered into a binding agreement with respect
to the importing (into, or within, the Territory), storing, marketing, promoting, selling, offering for sale and distributing of
the ROFR Product(s) in the Territory confirming such terms and conditions within [**] Business Days of Knight’s exercise
of its rights hereunder (during which period Licensor shall negotiate exclusively with Knight and in good faith with respect thereto),
then Licensor shall be entitled to enter into an agreement with the aforesaid Third Party without any further obligations to Knight
as long as Licensor does not accept terms and conditions that Licensor determines, acting reasonably and in good faith, are less
favourable to the Licensor than what Knight offered (taken as a whole). Notwithstanding the foregoing, Knight shall not be entitled
to a Right of First Refusal pursuant to this Section 2.7 for any Third Party offer for a ROFR Product that includes a Major Market
in addition to all or any part of the Territory.



 


	3.	REGULATORY AND DEVELOPMENT



 


	3.1	Regulatory Submissions. Knight shall be solely responsible, at its expense, for preparing,
filing, and managing any Regulatory Submission and for maintaining any Regulatory Approval for the Licensed Products in the Territory.
Licensor shall provide required documents to Knight in making submissions to Governmental Authorities and maintaining such Regulatory
Approvals. Unless otherwise required by Applicable Law, any Regulatory Approvals shall be filed, owned and held in the name of
Knight. Knight shall notify Licensor of all Regulatory Submissions that it submits.



 






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Execution Version


 







	3.2	Regulatory Correspondence. Each Party shall promptly (and in any event, within five (5)
Business Days of the date of receipt of notice) notify the other Party in writing of, and shall provide the other Party with
copies of, any material correspondence received from a Governmental Authority in the Territory. In the event that a Party receives
any material regulatory letter requiring a response, the other Party will cooperate fully with the receiving Party in preparing
such response and will promptly provide the receiving Party with any data or information required by the Receiving Party in preparing
any such response.



 


	3.3	Other Covenants of Knight. In addition to its other obligations, commitments and undertakings
set out in this Agreement, Knight agrees to:



 


		(a)	assume all marketing, sales and distribution expenses related to the Commercialization of the Licensed
Products in the Territory.



 


	3.4	Other Covenants of Licensor. In addition to its other obligations, commitments and undertakings
set out in this Agreement, Licensor agrees to:



 


		(a)	provide Knight with all documentation relating to the submissions for Regulatory Approval to the
U.S. Food and Drug Administration (FDA) or the European Medicines Agency (EMA) for the Licensed Products within three months of
the Effective Date;



 


		(b)	provide Knight with all documentation required for the submission for GMP approval;



 


		(c)	provide Knight with required international pricing for the Licensed Products in the Patented Medicine
Prices Review Board recognized countries in order for Knight to be in compliance with applicable pricing regulations;



 


		(d)	where applicable, provide reasonable assistance to Knight with the Regulatory Submission of the
Licensed Products in the Territory;



 


		(e)	secure intellectual property protection in the Territory for the Licensed Products;



 


		(f)	assume the reasonable costs of intellectual property filings, procurement and maintenance for all
intellectual property applications and registrations associated with the Licensed Products in the Territory;



 


		(g)	not assign the intellectual property associated with Licensed Products to any Third Party;



 


		(h)	promptly provide United States or other international marketing and sales materials used for the
Licensed Products



 






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Execution Version


 


	3.5	Rights of Reference to Regulatory Submissions.



 


	 	(a)	Licensor hereby grants to Knight a right of reference to all Regulatory Submissions filed by Licensor for development, manufacture
or Commercialization of the Licensed Products solely for the purposes of manufacturing and development activities to obtain Regulatory
Approval and Commercialization in the Field in the Territory.




 


		 (b)	Knight hereby grants to Licensor a right of reference
to all Regulatory Submissions filed by Knight in the Territory for development, manufacture or Commercialization of the Licensed
Products in the Field in the Territory solely for the purposes of manufacturing and development activities to obtain Regulatory
Approval and Commercialization outside the Territory.





 


	4.	TRADEMARKS



 


	4.1	Trade-Mark License. Licensor hereby grants to Knight, for the Term, an exclusive, royalty-free
license to use the Licensor Marks in the Territory and Field in association with the Licensed Products; provided that, Knight shall
be entitled to Commercialize the Licensed Products in the Territory during the Term under its own trademark.



 


	4.2	Ownership. Knight acknowledges that the Licensor Marks are owned by Licensor. The Licensor
Marks shall be and remain the sole and exclusive property of Licensor. Knight shall not contest the ownership of the Licensor Marks
or the validity of any registration relating thereto. Knight agrees, at the request of Licensor, to execute any and all proper
documents appropriate to assist Licensor in obtaining and maintaining Licensor's rights in and to the Licensor Marks.



 


	4.3	No Similar Mark. Knight will
not, without Licensor’s prior written consent, register or use in connection
with any product, any trade-mark that is confusingly similar to the Licensor Marks.



 


	5.	COMMERCIALIZATION



 


	5.1	Safety Data Exchange Agreement. The parties agree to develop and commit to a Safety Data
Exchange Agreement (“SDEA”) that allows them to fulfill their respective regulatory and pharmacovigilance obligations
relating to Adverse Drug Event and Adverse Drug Reaction reporting. Such SDEA will be completed within [**] after filing of the
first Regulatory Submission in the Territory.



 


	5.2	Quality Complaint Reporting. Knight shall be solely responsible for collecting and responding
to any product quality complaint relating to the Licensed Products received from a customer in the Territory and resulting from
use in the Field. Licensor shall investigate and provide Knight, in a timely manner, with reports resulting from such investigations.
If Licensor receives a product quality complaint relating to the Licensed Products from a customer in the Territory resulting from
use in the Field, it shall investigate and promptly report the investigation results to Knight, who will be solely responsible
for communication and response, if
any, to the customer in the Territory. Furthermore, Licensor shall be responsible for investigating and submitting reports to Knight
respecting any product quality complaints related to the manufacturing of the Licensed Products.



 






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Execution
Version


 


	5.3	Other Information. In addition to the foregoing information to be provided, each Party shall
provide to the other Party with any: (i) information relating to the efficacy and/or safety of the Licensed Products, including
any recall of the Licensed Products; (ii) complaints from customers, healthcare professionals or competitors in the Territory relating
to the Licensed Products; (iii) information relating to any potential liability to any Third Party in the Territory that is reasonably
likely to arise for either Party in connection with the manufacture, or Commercialization
of the Licensed Products in the Territory; (iv) information relating to any inspections, inquiries, issues raised or actions taken
by any Governmental Authority in the Territory; and (v) any other information necessary
or reasonably desirable to enable each Party to comply with any Applicable Law in the Territory or elsewhere.



 


	5.4	Recall. Knight shall advise Licensor of any Governmental Authority initiated mandatory recall
of Licensed Products in the Territory. Knight shall not initiate any voluntary recall
of Licensed Products in the Territory without prior notice to and consultation with
Licensor. Prior to executing any recall of Licensed Products in the Territory, Knight shall review with Licensor the proposed manner
in which the recall is to be carried out. Knight will give due consideration to any reasonable recommendation from Licensor as
to the manner of conducting the recall, provided that it is agreeable to the applicable Governmental Authority. Knight shall communicate
directly with the applicable Governmental Authorities in relation to a Licensed Products recall in the Territory. If any Licensed
Products recall in the Territory results from improper handling, shipping or storage of Licensed Products by Knight, and in no
way results from the manufacture, control, handling, shipping or storage of the Licensed Products before receipt by Knight, the
costs associated with the recall shall be paid by Knight and Knight shall indemnify Licensor against any Third Party claims in
connection with the recall. If the recall results from any cause or issue other than ones for which Knight is responsible as set
forth in the prior sentence and in no way results from the control, handling, shipping or storage of the Licensed Products after
receipt by Knight, all costs and expenses arising from the recall, including any costs associated with replacing recalled Licensed
Products, shall be paid for by Licensor and Licensor shall indemnify Knight against any Third Party Claims in connection therewith.



 


	6.	PRICES AND PAYMENTS



 


	6.1	Payments.



 


		(a)	Knight will pay Licensor a one-time, non-refundable, non-creditable fee of USD 100,000 (one hundred
thousand U.S. dollars) within ten (10) Business Days after the Effective Date by wire transfer of immediately available funds into
an account designated by Licensor.



 






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Version


 


		(b)	Knight will pay Licensor the following one-time, non-refundable, non-creditable payments by wire
transfer of immediately available funds into an account designated by Licensor within thirty (30) days after the end of the Calendar
Quarter during which the applicable milestone is achieved; provided that, the achievement of a higher sales milestone event shall
trigger the milestone payment for such milestone event as well as for all lower milestone events in the event such lower milestone
events had not been previously triggered and paid:



 


		(i)	[**] if the Phase III INSPIRE trial successfully meets the primary endpoint of Overall Survival
in the intention-to-treat population as set forth in the Statistical Analysis Plan;



 


		(ii)	[**] upon Health Canada approval for intravenous rigosertib for 2nd-line high risk myelodysplastic
syndromes;



 


		(iii)	[**] upon Health Canada approval for oral rigosertib for 1st-line high risk myelodysplastic syndromes;



 


		(iv)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products;



 


		(v)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products;



 


		(vi)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products;



 


		(vii)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products;



 


		(viii)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products;



 


		(ix)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products;



 


		(x)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products; and



 


		(xi)	[**] upon first attaining [**] in aggregate annual Net Sales of the Licensed Products.



 


The Parties understand
and agree that amounts paid by Knight to Licensor pursuant to this Section 6.1 shall be used to fund and reimburse Licensor for
research and development activities of the Licensed Products.


 






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Version


 


	6.2	Royalties. Knight will pay to Licensor a non-refundable, non-creditable royalty on aggregate
annual Net Sales of the Licensed Products at the following rates, as calculated by multiplying the applicable rate set forth below
by the corresponding amount of incremental aggregate Net Sales in all or any portion of the Calendar Year:



 


		(a)	A base royalty of [**] on all aggregate annual Net Sales up to [**];



 


		(b)	[**] on all aggregate annual Net Sales greater than [**] and up to [**]



 


		(c)	[**] on all aggregate annual Net Sales greater than [**] and up to [**];



 


		(d)	[**] on all aggregate annual Net Sales greater than [**].



 


		(e)	Notwithstanding the foregoing, for any Net Sales of a Licensed Product in a sub-licensed country,
the applicable royalty rate shall be calculated as the greater of:



 


		(i)	the lesser of (a) [**] of Net Sales in such sub-licensed country, or (b) [**] of Royalty Revenue
during the applicable time period;



 


		(ii)	[**] of Net Sales in such sub-licensed country.



 


Knight shall calculate all amounts payable
to Licensor pursuant to this Section 6.2 with respect to Net Sales at the end of each Calendar Quarter. Knight shall pay to Licensor
the royalty amount due for Net Sales during a given Calendar Quarter within thirty (30) days after the end of such Calendar Quarter.
Each payment of royalties due to Licensor shall be accompanied by (i) a statement of the amount of gross sales of each Licensed
Product in the Territory during the applicable Calendar Quarter, (ii) an itemized calculation of Net Sales (a) in the Territory
as a whole and (b) on a country-by-country basis, showing for both (a) and (b) deductions provided for in the definition of “Net
Sales” during such Calendar Quarter, and (iii) a calculation of the amount of royalty payment due on such Net Sales for such
Calendar Quarter. Without limiting the generality of the foregoing, Knight shall require its Affiliates and sublicensees and assignees
to account for its Net Sales and to provide such reports with respect thereto as if such sales were made by Knight.


 


Knight shall have the sole right to determine
if it believes that a license under Third Party patents or Third Party know-how is necessary or useful to develop, manufacture
or commercialize the Licensed Products in the Field in the Territory. In the event it makes such determination following the Effective
Date, the costs of each such license, to the extent the costs directly relate to the Licensed Products in the Field in the Territory
shall be paid by Knight, subject to deduction from royalties to the extent set forth in the paragraph below.


 






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In the event that royalties are
payable by Knight to Licensor with respect to any Licensed Product in any country in the Territory under this Section 6.2,
then, subject to the last paragraph of this Section 6.2, Knight shall have the right to deduct a maximum of [**] of any
royalties or other amounts actually paid by Knight to a Third Party with respect to any license obtained pursuant to the
paragraph above with respect to such Licensed Product in any country in the Territory, but only to the extent that the
patents or know-how licensed under such other license are necessary for the development, manufacture or commercialization of
such Licensed Product in such country in the Field in the Territory, from royalty payments otherwise due and payable by
Knight to Licensor under this Section 6.2 with respect to such Licensed Product in such country in the Field in the
Territory, on a Licensed Product-by-Licensed Product and country-by-country basis. In no event shall the royalty reductions
described in this Section 6.2 reduce the royalties payable by Knight for a Licensed Product in a country in any given
Calendar Quarter to less than [**] of the amounts otherwise payable by Knight for such Licensed Product in such country in
such Calendar Quarter. Knight may carry over and apply any such royalty reductions, which are incurred or accrued in a
Calendar Quarter and are not deducted in such Calendar Quarter due to the limitation set forth above in this Section 6.2, to
any subsequent Calendar Quarter(s) and shall begin applying such reduction to such royalties as soon as practicable and
continue applying such reduction on a Calendar Quarterly basis thereafter until fully deducted, in all cases subject to the
limitation set forth above in this Section 6.2.


 


		6.3	Sublicense Payments. Knight shall pay Licensor a share of Sublicense Revenue as calculated
by multiplying the applicable rate set forth below by the corresponding amount of incremental Sublicense Revenue in all or any
portion of the Calendar Year:



 


		(a)	[**] on all cumulative Sublicense Revenue up to [**];



 


		(b)	[**] on all cumulative Sublicense Revenue greater than [**] and up to [**];



 


		(c)	[**] on all cumulative Sublicense Revenue greater than [**] and up to [**];



 


		(d)	[**] on all cumulative Sublicense Revenue greater than [**].



 


Such share
of Sublicense Revenue will be calculated and paid within thirty (30) days after the end of such Calendar Quarter in which all such
Sublicense Revenue arises, as applicable. Each payment of Sublicense Revenue due to Licensor shall be accompanied by a statement
describing, in reasonable detail, all Sublicense Revenue calculations of the amount of gross sales of each Licensed Product in
the Territory during the applicable Calendar Quarter. Without limiting the generality of the foregoing, Knight shall require its
Affiliates and assignees to account for Sublicense Revenue and to provide such reports with respect thereto as if such sales and
other amounts were made by Knight.


 


	6.4	Supply Price. Knight will pay Licensor a supply price equal to Cost of Goods plus [**] of
Cost of Goods, plus applicable sales taxes (subject to Section 8.18(a)) (the “Supply Price”). The Cost of Goods
of the Licensed Products as of the Effective Date are set forth in Exhibit C. Licensor will be entitled to increase the Cost of
Goods provided that Licensor consults with Knight in relation to the reasons for its intended price increase and it delivers to
Knight at least six (6) months advance written notice of a proposed increase in price and is able to demonstrate based on reasonable
documentary evidence that the proposed price increase corresponds exclusively to an increase in the prices of raw materials and/or
production and/or manufacturing processes that necessitate an increase of the Cost of Goods. Licensor shall be required
to promptly, and in any event, no later than three (3) months following realization of any decrease in any COGs, pass such reductions
along to Knight.



 






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	6.5	Option for Israel. Knight shall have the exclusive option to expand the Territory to include
Israel in exchange for a payment of [**]. Knight’s right to exercise this option shall expire [**] after being notified in
writing that the readout of the primary analysis of the INSPIRE trial for intravenous rigosertib has occurred.



 


	6.6	Records; Audits. Knight, its Affiliates, sublicensees and assignees shall keep full, true
and accurate records and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy
of, and calculating, as applicable, all royalties and other amounts payable to Licensor hereunder (including records of Net Sales)
and any other records reasonably required to be maintained with respect to Knight’s obligations under this Agreement, in
each case for a minimum period of four (4) years or such longer period as required by Applicable Laws. Licensor shall have a right
to request an audit of Knight, its Affiliates or sublicensees or assignees (the “Audited Party”) in order to
confirm the accuracy of any of the foregoing (an “Audit”); provided, however, that Licensor shall only have
the right to request such Audit one time during any given Calendar Year. Upon the written request by Licensor to Audit the Audited
Party, Licensor shall have the right to engage an independent, internationally recognized accounting firm that is reasonably acceptable
to the Audited Party to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm
the accuracy of any of the foregoing for the Calendar Year(s) requested by Licensor; provided that (i) such accountants shall be
given access to, and shall be permitted to examine and copy such books and records of the Audited Party upon five (5) business
days’ prior written notice to the Audited Party, and at all reasonable times on such business days, (ii) prior to any such
examination taking place, such accountants shall enter into a confidentiality agreement with the Audited Party reasonably acceptable
to the Audited Party in order to keep all information and data contained in such books and records strictly confidential and shall
not disclose such information or copies of such books and records to any third person including the auditing Party, but shall only
use the same for the purpose of the reviews and/or calculations which they need to perform in order to determine any amounts being
reviewed, and (iii) such accountants shall use reasonable efforts to minimize any disruption to Audited Party’s business.
The accountants shall deliver a copy of their findings to each of the Parties within ten (10) business days of the completion of
the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each
of the Parties. Any underpayments by Knight shall be paid to Licensor within ten (10) business days of notification of the results
of such inspection. Any overpayments made by Knight shall be refunded by Licensor within ten (10) business days of notification
of the results of such inspection. The cost of the accountants shall be the responsibility of Licensor unless the accountants’
calculation shows that the actual royalties payable, and/or any such other amount audited hereunder to be different, by more than
five percent (5%), than the amounts as previously calculated by the Audited Party, in which event the cost shall be
the responsibility of Knight and Knight shall reimburse Licensor for any Licensor costs incurred for the Audit.



 






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	7.	CONFIDENTIALITY



 


	7.1	Both Licensor and Knight agree that, subject to the limitations set forth in Section 7.3 hereof,
all information disclosed to the other party, whether in oral, written or graphic form, shall be deemed "Confidential Information"
of the disclosing party. In particular, “Confidential Information” means any scientific, technical, trade or business
information, intellectual property, data or materials possessed by a Party which is treated by such Party as confidential or proprietary,
including information pertaining to strains, cells, antibodies, organisms, chemical compounds, products, formulations, technologies,
techniques, methodologies, algorithms, computer programs, computer security systems and processes, assay systems, procedures, tests,
data, documentation, reports, sources of supply, know-how, patent positioning, results, applications, documents, processes, compositions,
inventions, trade secrets, protocols, regulatory information, relationships with employees and consultants, business plans, business
developments, research, development, process development, manufacturing, commercialization, and marketing, and any other confidential
information about or belonging to a Party’s affiliates, suppliers, licensors, licensees, partners, collaborators, customers
or others, and is provided by one Party (the “Discloser”) to the other Party (the “Recipient”) under this
Agreement.



 


	7.2	Each Party agrees that, except in connection with the performance of its obligations under this
Agreement or the exercise of its rights or licenses under this Agreement, it will not otherwise use in any way for its own account
or the account of any Third Party, nor disclose or transfer to any Third Party, any Confidential Information revealed to it by
the other Party; provided, however, that Confidential Information may be disclosed pursuant to a regulation, law, court order or
rule of any applicable securities exchange, but only to the minimum extent required to comply with such regulation, order, or rule
and with advance written notice to the Discloser; and provided further that a Recipient may disclose Confidential Information to
its subsidiaries, affiliates, professional advisors, consultants, agents provided that they are under confidentiality and use limitations
consistent with those in this Agreement and such Party will be liable for breaches of the restrictions set forth in this Agreement
by all such persons. Each Party will take commercially reasonable efforts to protect the confidentiality of the other Party’s
Confidential Information, such precaution not to be less than the precautions each Party takes to protect the confidentiality of
its own Confidential Information of the same kind.



 






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	7.3	Both Licensor and Knight agree that, notwithstanding the above, the obligations of confidentiality
shall not be deemed to apply to:



 


(a)       Information
which at the time of disclosure is or thereafter becomes generally known or available to the public, through no wrongful act or
failure to act on the part of the receiving party.


 


(b)       Information
that was known by or in the possession of the Recipient at the time of receiving such information from the Discloser as evidenced
by written records.


 


(c)       Information
obtained by the receiving party from a third party source who is not breaching a commitment of confidentiality to the Discloser
by revealing such information to the Recipient.


 


(d)       Information
that is the subject of a granted written permission to disclose that is issued by the Discloser to the Recipient.


 


(e)       Information
that is independently developed by the Recipient, outside the scope of any Project under this Agreement, without the use of and/or
reference to the Discloser’s Confidential Information.


 


(f)        Information
that is required to be disclosed pursuant to the law, but only to the extent required to be disclosed; provided, however, the Discloser
notifies the Recipient in writing and gives the Recipient reasonable time to comment on the same prior to disclosure.


 


	7.4	During the Term and for a period of five (5) years thereafter, each party shall maintain all Confidential
Information in trust and confidence and shall not disclose any Confidential Information to any Third Party or use any such information
for any unauthorized purpose, other than as authorized in Section 7.3 hereof or as necessary to accomplish the purpose of this
Agreement subject to an appropriate binder of confidentiality as set forth in Section 7.5 hereof. Each party may use such Confidential
Information only to the extent required to accomplish the purposes of this Agreement. Confidential Information shall not be used
for any purpose or in any manner that is not consistent with this Agreement or that would constitute a violation of any laws or
regulations including, without limitation, the export control laws of the United States. Each party hereby agrees that it will
not in any way attempt to obtain, either directly or indirectly, any information regarding any Confidential Information from any
third party who has been employed by, provided consulting services to, or received in confidence information from, the other party.



 


	7.5	Both parties shall make diligent efforts to ensure that all employees, consultants, agents, subcontractors
and manufacturing contractors who may have access to Confidential Information of the other party, and any other Third Parties who
might have access to Confidential Information, will use such information in a manner consistent with the terms of this Agreement
and will be bound by the terms set forth in this Section 7. No Confidential Information shall be disclosed to any employees, subcontractors,
agents or consultants who do not have a need to receive such information.



 






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	7.6	To the extent either party discloses Confidential Information of the other party to an employee,
consultant, subcontractor, or other third-party (collectively "Agents") or permits an Agent to have access to such Confidential
Information, such party shall assign to the other party any claims it may have against the Agent as a result of the Agent further
disclosing or misusing such Confidential Information.



 


	7.7	To the extent that either Party reasonably determines that it is required to make a filing or any
other public disclosure with respect to this Agreement or the terms or existence hereof to comply with the requirements, rules,
laws or regulations of any applicable stock exchange, TSX, NASDAQ or any governmental or regulatory authority or body (the “Requesting
Body”), including, without limitation, the U.S. Securities and Exchange Commission or the Canadian Securities Administrators
(collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Party thereof and shall use
reasonable efforts to maintain the confidentiality of the other Party’s Confidential Information and terms of this Agreement
in any such filing or disclosure. Prior to making any such filing of a copy of this Agreement, the Parties shall mutually agree
on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party
determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable
efforts in connection with such filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each
at its own expense, in such filing, including without limitation such confidential treatment request, and shall execute all documents
reasonably required in connection therewith. The Parties will reasonably cooperate in responding promptly to any comments received
from the Requesting Body with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided
that a Party shall be relieved of such obligation to seek confidential treatment for a provision requested by the other Party if
such treatment is not achieved after the second round of responses to comments from the Requesting Body.



 


	7.8	Except as expressly provided in this Section 7, each Party agrees not to disclose any terms of
this Agreement to any third party without the prior written consent of the other Party (which shall not be unreasonably withheld
or delayed). Each party (the “Providing Party”) may, however, provide a copy of this Agreement or otherwise disclose
its terms in connections with any financing transaction, provided that the person or entity to whom a copy of this Agreement is
provided or to whom the terms of this Agreement are disclosed is bound to the Providing Party by reasonable confidentiality obligations
no less stringent than those set forth herein, and provided further that the Providing Party is responsible for breaches or confidentiality
hereunder by such person or entity to whom a copy of this Agreement is provided or to whom the terms of this Agreement are disclosed.
Notwithstanding the foregoing and subject to Section 7.7, the Parties may issue a mutually agreed upon press release announcing
the execution of this Agreement and describing the relationship of the Parties under the Agreement. In addition, each Party may
disclose to Third Parties the information disclosed in such press release without the need for further approval by the other Party,
and Licensor may disclose to third parties (via press releases or otherwise) the achievement
of any material milestones in connection with this Agreement without prior approval by Knight.



 






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	7.9	The Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized
use or disclosure of the Disclosing Party’s Confidential Information, and will cooperate with the Disclosing Party in any
reasonably requested fashion to assist the Disclosing Party to regain possession of such Confidential Information and to prevent
its further unauthorized use or disclosure.



 


	7.10	Knight shall submit copies of each proposed academic, scientific, medical and other publication
that contains or refers to the Licensed Product to Licensor for review and comment at least thirty (30) days prior to submission
for publication. At the request of Licensor, Knight shall remove, redact or otherwise modify the proposed publication or presentation
to remove any Confidential Information of Licensor.



 


	8.	MANUFACTURE AND SUPPLY



 


	8.1	Manufacture by Licensor. During the Term, Knight agrees to obtain from Licensor all Knight's
requirements of the Licensed Products for the Territory. Licensor agrees to supply Knight with all of its requirements of Licensed
Products as set forth in each order submitted by Knight. Licensor may, at its discretion, use the services of a contract manufacturer
to manufacture and package the Licensed Products. Licensed Products supplied to Knight shall be finished and packaged Licensed
Products.



 


	8.2	Forecasts. Starting on a date to be agreed upon by the Parties, Knight will submit to Licensor
a rolling forecast for the subsequent twelve (12) months, on a monthly basis. The first three (3) months of each forecast shall
be binding on Knight, and Knight shall submit orders for requirements equivalent to the binding portion of the forecast, and subsequent
monthly forecasts may not change the forecasts for such binding months without the prior written consent of Licensor. The remaining
nine (9) months monthly forecasts will not be binding on Knight, but shall represent Knight’s good faith projected requirements
for Licensed Product, provided however, Licensor’s suppliers may order a reasonable amount of materials required for the
manufacturing of Licensed Product based on the full twelve (12) months of any such forecast taking into account factors such as
the inventory of Licensed Product materials currently on hand and the lead time for such materials.



 


	8.3	Orders. Knight shall order Licensed Products from Licensor by submitting purchase orders
to Licensor. Such purchase order shall specify, at a minimum, the desired delivery date, unit quantity (such unit quantity shall
be greater than or equal to the minimum order quantities specified in Exhibit C for the applicable Licensed Product), place of
delivery and an order number. Knight shall order Licensed Products with [**] lead time between the time when an order for Licensed
Products is submitted to Licensor until the Licensed Products is delivered to Knight. Licensor shall not be obligated to deliver
quantities of Licensed Product ordered in excess
of the binding portion of the forecast, but shall use commercially reasonable efforts to deliver any such excess ordered.



 






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	8.4	Delivery Terms. Licensed Products will, at Knight’s direction, be shipped directly
to Knight or to a Third Party in the Territory as designated by Knight. The terms for delivery of orders of Licensed Products shall
be DDP (Incoterms 2010). Title to the Licensed Products shall transfer to Knight or its designee upon pickup by Knight.



 


	8.5	Packaging and Labeling. Knight shall determine the artwork and design for the packaging
and labelling in the Territory in consultation with Licensor. Knight shall be entitled to have its trade-marks displayed on the
packaging for the Licensed Products. Knight shall be responsible for the costs associated with the development of Knight’s
artwork for the packaging and labeling of the Licensed Products for Launch and for any changes thereto made at Knight’s request
or for any special packaging required by Knight or a Governmental Authority. All Licensed Products shall also include the language
 “distributed by Knight Therapeutics.”



 


	8.6	Specifications. Licensed Products manufactured and supplied to Knight hereunder shall conform
to the Specifications which may be changed from time to time upon mutual agreement, or as required by any Governmental Authority.



 


	8.7	GMP. All manufacture and quality control operations by Licensor or its designee shall be
in compliance with GMP.



 


	8.8	Shelf Life. All Licensed Products supplied by Licensor hereunder shall have not less than
[**] of its shelf life remaining upon delivery to Knight but in any event never less than [**] remaining shelf life upon delivery
to Knight.



 


	8.9	Quality and Pharmacovigilance Agreements. The Parties shall enter into separate quality
agreement and pharmacovigilance agreements regarding supply of Licensed Products by Licensor to Knight, incorporating provisions
that are standard in the pharmaceutical field within [**] of the Effective Date.



 


		8.10	Changes.



 


		(a)	A Party shall promptly notify the other Party in writing of all proposed changes, whether voluntary
or involuntary, including those arising from a request from a Governmental Authority, concerning the quality of Licensed Products
and/or documentation or other items for such changes relating to the quality of the Licensed Products. The Parties shall negotiate
in good faith towards an appropriate response to a Governmental Authority in respect of each proposed change in the quality of
the Licensed Products including any costs associated with implementing said changes. Licensor shall notify Knight of any proposed
change in manufacturing facility or manufacturing procedures.



 






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		(b)	Licensor shall ensure that any changes in manufacturing sites shall be done in accordance with
Health Canada requirements and will prepare the documents required for the supplemental regulatory filings. Licensor shall provide
these documents to Knight for review, approval and submission to Health Canada. Prior to Health Canada approval of the new manufacturing
site, Licensor shall continue to manufacture inventory for Knight from the previous approved sites, until the new manufacturing
site has been approved by Health Canada. The parties will work together in good faith to minimize the number of changes that occur.



 


	8.11	Minor Changes. Minor changes in the procedures for
manufacture or quality control that do not require approval from a Governmental Authority or that will not affect Regulatory Approvals
will be communicated by Licensor to Knight in
an annual review.



 


	8.12	Release to Knight. Licensor, or its designee, shall only release for shipment to Knight,
finished batches of Licensed Products that have been examined by Licensor for compliance with the Specifications. Licensor is responsible
for conducting, or having conducted, all required stability and release testing to ensure that the finished batches of Licensed
Products are in compliance with the Specifications.



 


	8.13	Quality Audit. During normal working hours and upon reasonable notice, Knight shall be entitled
to inspect areas within Licensor’s or its contract manufacturer’s establishment where Licensed Products are manufactured
or stored, and to inspect the manufacturing, packaging, and quality control records relating to the Licensed Products.



 


	8.14	Government Inspections. Licensor shall make its internal practices, and its manufacturing,
packaging, and quality control records relating to the Licensed Products available to Governmental Authorities and will allow access
to all facilities used for manufacturing the Licensed Products to the applicable Governmental Authorities for the purposes of determining
Licensor's compliance with Applicable Laws. Licensor agrees to advise Knight immediately of any proposed or announced visit or
inspection, and as soon as possible but in any case within three (3) Business Days after any unannounced visit or inspection, by
a Governmental Authority in the Territory relating to the Licensed Products. Licensor shall provide Knight with a reasonable description
in writing of each such visit or inspection promptly thereafter, and with copies of any letters, reports or other documents issued
by any such Governmental Authorities that relate to the Licensed Products.



 


	8.15	Defects. Any claim by Knight regarding an apparent failure of the Licensed Products to
                                  comply with the Specifications must be made in writing with full particulars within thirty (30) days after receipt of the
                                  Licensed Products by Knight. In the case of latent defects, such defects shall be reported to Licensor within thirty (30)
                                  days of Knight discovering the defect. In case of a justifiable claim for defect because of a failure of the Licensed
                                  Products to conform to the Specifications, Licensor or its designee shall, without charge, promptly replace the defective
                                  portion with supplies that are in compliance with such Specifications. Licensor shall assume all costs associated with
                                  transportation of replacement Licensed Products. Knight shall follow
any reasonable instructions to return to Licensor or dispose of, in either event at Licensor's expense, any quantities of Licensed
Products as aforesaid that are not in compliance with the Specifications.






 






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	8.16	Independent Lab. If Licensor does not agree with Knight that the Licensed Products rejected
by Knight fails to conform to the Specifications, the matter will be submitted for analysis to an independent laboratory agreed
between the Parties. The decision of such independent laboratory following its analysis of the Licensed Products shall be final.
The cost of the analysis, as well as the costs associated with reasonable shipping, handling, and storage of any Licensed Products
under dispute as to compliance with the Specifications, shall be borne by the Party who was in error.



 


	8.17	Short Shipment. If Knight determines that there is a shortage in the quantity of any shipment
of Licensed Products (from quantities specified in the relevant bill of lading or other shipping documents), and it is determined
that discrepancy existed at the time it was delivered to Knight from Licensor, Knight shall notify Licensor in writing as soon
as reasonably possible, and Licensor shall make up the shortage within thirty (30) days of such notification at no additional cost
to Knight.



 


	8.18	Failure. In the event of any Short Term Inability to Supply or Long Term Inability to Supply,
Knight shall have available to it, in addition to the remedies available to Licensor from the Third Party supplier of the Licensed
Product, the following remedies:



 


		(a)	In the event of any Short Term Inability to Supply, the Supply Price of the applicable Licensed
Product for Knight’s next [**] purchase orders shall be the Cost of Goods with no markup, plus applicable sales taxes.



 


		(b)	In the event of a Long Term Inability to Supply or [**] Short Term Inability to Supply events within
a [**] month period, Knight shall be entitled to all of the rights and recourses set forth in Section 8.18. In addition, Knight
shall be entitled by notice in writing to terminate the supply arrangements contemplated in this Agreement, in which event:



 


		(i)	Knight shall be entitled to purchase the Licensed Products from a Third Party. For greater certainty,
Licensor shall grant to a Third Party designated by the Knight the non-exclusive license to use all relevant intellectual property
for or in respect of the manufacture of the Licensed Products for commercialization in the Territory.



 


		(ii)	Licensor shall provide such assistance as is required by Knight acting reasonably, from time to
time to assist in sourcing the Licensed Products from a third party.



 


	8.19	Without limiting the generality of the foregoing, Licensor shall enter into a technology transfer
agreement with a Third Party manufacturer selected by Knight under which Licensor shall transfer to the
selected manufacturer all technical information necessary to manufacture the Licensed Products and supply the Licensed Products
in the Territory.



 






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	8.20	Shortfall. In the event of an interruption or shortfall in supply of Licensed Products,
for whatever reason, that exceeds [**] in duration, such that not all purchase orders for Licensed Products hereunder can be met,
then Licensor shall immediately notify Knight and shall allocate a prorated share of its available sources and supplies among Knight
and Licensor’s other partners (distributors, licensees, agents) and internal needs, based on the respective forecasted commercial
supply requirements of each of the parties for that allocation period. In any case, the Parties will discuss and agree in good
faith on acceptable delivery dates and measures to mitigate the effects of the interruption or shortfall. Licensor shall use commercially
reasonable efforts to eliminate, cure or overcome such shortage and to resume performance of its obligations hereunder as soon
as reasonably possible.



 


	8.21	Capacity and Supply. Licensor will maintain sufficient manufacturing time in its production
schedule to provide consistent availability of Licensed Products to meet Knight’s firm orders. Licensor shall maintain or
cause its contract manufacturer to maintain sufficient volumes of Licensed Products to meet six (6) months’ worth of Knight’s
twelve (12) month rolling forecast.



 


	8.22	GMP. All manufacture and quality control operations by Licensor or its designee shall be
in compliance with GMP. Licensor shall ensure at all times that it has a back-up supplier that has Canadian GMP compliance and
is approved by Health Canada and is capable of supplying (and verifiable from time to time by Knight) Product to Knight.



 


	8.23	Payment Method. All payment due to Licensor hereunder will be paid in Canadian Dollars by
wire transfer to an account designated by Licensor.



 


	8.24	Currency Conversion. For the purpose of calculating any sums due under, or otherwise reimbursable
pursuant to, this Agreement (including the calculation of Net Sales expressed in currencies other than Canadian dollars), any amounts
expressed in a currency other than Canadian dollars (where the relevant threshold or amount is expressed in Canadian dollars) shall
be converted into the relevant currency using the month end exchange rate reported by the Bank of Canada which is in effect at
the close of business at the end of the last Business Day for the relevant month for converting such other currency into Canadian
dollars.



 


	8.25	Record Retention. Licensor will maintain complete and accurate books, records, and accounts
used for the determination of expenses, deductions, credits, or other relevant factors in connection with the calculation of Cost
of Goods, in sufficient detail to confirm the accuracy of any payments required under this Agreement, which books, records, and
accounts will be retained until three (3) years after the end of the period to which such books, records, and accounts pertain.



 






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	8.26	Audit. During the Term of this Agreement and for three (3) years thereafter, Knight will
have the right to have an independent certified public accounting firm of internationally recognized standing access during normal
business hours, and upon reasonable prior written notice, to such of the records of Licensor as may be reasonably necessary to
verify the accuracy of Cost of Goods for any Calendar Quarter. The accounting firm will disclose to the Parties only whether the
Cost of Goods reported by Licensor is correct or incorrect and the specific details concerning any discrepancies. The auditing
Party will bear all costs of such audit, unless the audit reveals a discrepancy in the auditing Party’s favor of more than
five percent (5%), in which case the other Party will bear the cost of the audit. Each Party will treat all information subject
to review under this Section 6 as Confidential Information and will cause its accounting firm to enter into a reasonably acceptable
confidentiality agreement obligating such firm to maintain all such financial information in confidence pursuant to such confidentiality
agreement.



 


	8.27	Payment of Additional Amounts. If, based on the results of any audit under Section 8.26,
payments are owed by one Party to the other under this Agreement, then the Party having such obligation will make such payment
promptly after the accounting firm’s written report is delivered by courier or registered mail to both Parties.



 


	9.	INTELLECTUAL PROPERTY



 


	9.1	Patent Prosecution: Licensor shall not abandon prosecution or maintenance of any or all
patents or patent applications exclusively related to the Licensed Product in the Territory without notifying Knight in a timely
manner of Licensor’s intention and reason therefore and providing Knight with reasonable opportunity to comment upon such
abandonment and to assume responsibility for prosecution or maintenance of such patent rights. In the event that Licensor abandons
prosecution or maintenance of any or all patents or patent applications exclusively related to the Licensed Product in the Territory,
Knight may assume prosecution and filing responsibility for such patent rights in the Territory, and thereafter such patent rights
will be owned solely and exclusively by Knight. Knight shall be entitled to deduct and set off any and all costs and expenses incurred
by Knight in connection with the foregoing from any amount owing or becoming owed to Licensor hereunder. The Parties shall mutually
agree on any patent term extension decisions and shall work together to make decisions related to patent term extension intended
to maximize the potential of the Licensed Product.



 


	9.2	Notification of Third Party Infringement. Each Party shall promptly disclose to the other
in writing within ten (10) Business Days, any actual, alleged, or threatened Third Party infringement or misappropriation in the
Territory of any Licensor Patent and any actual, alleged or threatened infringement or passing off of the Licensor Mark, of which
such Party becomes aware.



 






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Execution Version


 



	9.3	Response to Third Party Infringement. Licensor shall have the first right, but not any obligation,
to respond to any actual or threatened infringement of a Licensor Patent, the Licensor Mark or of any unfair trade practices, trade
dress imitation, passing off of counterfeit goods, or like offenses
in the Territory relating to the Licensed Products. If Licensor elects to respond to any actual or threatened infringement by initiating
a proceeding, Licensor shall use legal counsel of its choice at its expense and shall have full control over the conduct of such
proceeding. Licensor may settle or compromise any such proceeding without the consent of Knight; provided, however, that if such
settlement affects Knight’s rights under this Agreement, or Knight’s ability to Commercialize the Licensed Products
within the Territory, or otherwise requires Knight to admit wrongdoing, fault, or liability, Licensor will not settle or compromise
any such proceeding without the consent of Knight, such consent not to be unreasonably withheld, conditioned, or delayed. If Licensor
elects not to respond to any actual or threatened infringement of an Licensor Patent, the Licensor Mark or of any unfair trade
practices, trade dress imitation, passing off of counterfeit goods, or like offenses in the Territory relating to the Licensed
Products, then Knight shall have the right, but not the obligation, to take action, at its sole expense, in which case Knight shall
have full control over the conduct of such proceeding and Knight may settle or compromise any such proceeding without the consent
of Licensor; provided, however, that if such settlement affects Licensor’s intellectual property rights or its rights under
this Agreement, or Licensor’s ability to Commercialize the Licensed Products outside the Territory, or otherwise requires
Licensor to admit wrongdoing, fault, or liability, Knight will not settle or compromise any such proceeding without the consent
of Licensor, such consent not to be unreasonably withheld, conditioned, or delayed. Knight shall be solely responsible for any
legal costs or damages awards made in any proceeding that is initiated by Knight in the event that Licensor elects not to respond
to any actual or threatened infringement.




 


	9.4	Cooperation. Each Party shall cooperate reasonably, at its expense, in any enforcement effort
initiated by the other Party. Neither the Parties nor their Affiliates shall contest any joinder in any proceeding sought to be
brought by the other Party if such joinder is required by Applicable Law.



 


	9.5	Recovery. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement,
any monetary award recovered from a Third Party in connection with any proceeding initiated to protect, maintain, defend, or enforce
any intellectual property in the Territory or recovered from a Third Party in connection with any proceeding initiated for infringement
or misappropriation of intellectual property shall first be used to reimburse the Parties for any out-of-pocket legal expenses
relating to such proceeding and the balance being retained by the Party that brought and controlled such litigation.



 


	9.6	Infringement of Third Party IP. If either Party becomes aware that its activities performed
hereunder may constitute actual or alleged infringement or misappropriation of the intellectual property rights of a Third Party,
it shall promptly notify the other Party and the Parties shall discuss a strategy to defend or mitigate against any actual or alleged
infringement.



 






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Execution Version


 



	10.	REPRESENTATION AND WARRANTIES



 


	10.1	Licensor Covenants, Representations and Warranties. Licensor covenants, represents and warrants
(as the case may be) to Knight that:



 


		(a)	Licensor is a corporation duly organized, validly existing and in good standing under the laws
of Delaware;



 


		(b)	Licensor has provided Knight with all Licensor Patents and intellectual property rights necessary
or useful for Knight to perform its obligations under this Agreement in the Territory;



 


		(c)	Licensor has informed Knight about all information in its possession or control concerning the
safety and efficacy of the Licensed Products, and any side effects, injury, toxicity or sensitivity reactions and incidents associated
with all uses, studies, investigations or tests involving the Licensed Products (animal or human) throughout the world;



 


		(d)	As of the Effective Date, Licensor is not aware of any facts that would reasonably lead it to conclude
that the Licensed Products will be unable to receive Regulatory Approval other than those which has already been disclosed to Knight; 



 


		(e)	Licensed Products shall be manufactured in accordance with the Specifications therefor and shall
be manufactured, packaged, stored and shipped in accordance with all laws and regulations applicable to the Territory and to the
country in which the Licensed Products are manufactured, including GMP;



 


		(f)	all of the Licensor Patents and intellectual property licensed hereunder are valid and enforceable
and are owned or validly licensed by Licensor and Licensor has not received any notice alleging the contrary;



 


		(g)	Licensor has taken all necessary actions to authorize the execution, delivery and performance of
this Agreement;



 


		(h)	Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and
binding obligation of Licensor, enforceable against Licensor in accordance with its terms, except to the extent enforceability
is limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or equitable principles;



 


		(i)	The performance of Licensor’s obligations under this Agreement will not conflict with its
organizational documents, as amended, or result in a breach of any material agreements or contracts to which it is a party;



 






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Execution Version


 



		(j)	Licensor has not entered into, and will not during the term of this Agreement, enter into any agreements
or contracts that would conflict with its obligations under this Agreement;



 


		(k)	Licensor has not received any notice that the manufacture, sale, or use of the Licensed Products
in the Territory infringes upon any intellectual property rights of any Third Parties in the Territory;



 


		(l)	To the knowledge of Licensor, there are no activities being carried out by Third Parties in the
Territory that would constitute infringement or misappropriation of the Licensor Patents or the Licensor Mark;



 


		(m)	Licensor has obtained all consents, licenses, authorizations and sublicenses necessary to grant
the rights to the Knight hereunder and such rights will continue to be enforceable during the Term



 


	10.2	Knight Representations and Warranties. Knight covenants, represents and warrants to Licensor
(as the case may be) as follows:



 


		(a)	Knight is a corporation duly organized, validly existing and in good standing, under the laws of
Canada.



 


		(b)	Knight has the legal right, authority, and power to enter into this Agreement.



 


		(c)	Knight has taken all necessary action to authorize the execution, delivery, and performance of
this Agreement.



 


		(d)	Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and
binding obligation of Knight, enforceable against Knight in accordance with its terms, except to the extent enforceability is limited
by bankruptcy, insolvency or similar laws affecting creditors’ rights and remedies or equitable principles.



 


		(e)	The performance of Knight’s obligations under this Agreement will not conflict with its organizational
documents or result in a breach of any material agreements or contracts to which any is a party.



 


		(f)	Knight has not and will not, during the term of this Agreement, enter into any material agreements
or contracts that would be inconsistent with its obligations under this Agreement.



 


		(g)	Neither Knight nor its Affiliates will initiate a proceeding to challenge the validity or enforceability
of any Licensor Patent or the Licensor Marks, or directly or indirectly assist any Third Party with respect to any such proceeding.



 






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Execution Version


 


	10.3	WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES
ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED PRODUCTS OR ANY TECHNOLOGY OR ANY LICENSE GRANTED
BY EITHER PARTY HEREUNDER.



 


	10.4	LIMITATIONS OF LIABILITY. WITHOUT LIMITING THE PARTIES’ OBLIGATIONS REGARDING INDEMNIFICATION,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY WHO MAY BENEFIT FROM ANY PROVISION OF THIS AGREEMENT FOR
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS,
INTERRUPTION OR LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO A PARTY’S PERFORMANCE
OR NON-PERFORMANCE HEREUNDER.



 


	10.5	Indemnification by Licensor. Licensor hereby agrees to defend, indemnify, and hold Knight,
its Affiliates and their respective officers, directors, employees and agents, (each a “Knight Indemnified Party”)
harmless from and against any Third Party’s claims for loss, damage, or liability, including reasonable attorneys’
fees and expenses) (collectively, “Losses”) resulting from: (i) any breach of this Agreement or any warranty
or covenant provided in this Agreement by Licensor or an Affiliate of Licensor; (ii) any violation of Applicable Law by Licensor
or its Affiliates; and (iii) any negligent act or omission or willful misconduct of Licensor or its Affiliates; (iv) any claim
that the sale by Knight or its Affiliates, of the Licensed Products infringes on intellectual property rights in the Territory
of any other person which exists as of the Effective Date; (v) any damage to property, personal injury or death arising in any
way from the Licensed Product, except to the extent that damage, personal injury or death arises out of the act or omission of
Knight; and (vi) any claim arising from any use, within the approved labelling, made by any person of any of the Licensed Products;
in all cases, except to the extent such Third Party’s claim for loss, damage or liability is the result of: (i) any breach
of this Agreement by Knight or a Knight Indemnified Party, (ii) any violation of Applicable Law by Knight or a Knight Indemnified
Party, or (iii) any negligent act or omission or willful misconduct of Knight or a Knight Indemnified Party. Notwithstanding anything
to the contrary, this Section 10.5 does not apply to the matters referred to in the final two paragraphs in Section 6.2.



 






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Execution Version


 


	10.6	Indemnification by Knight. Knight hereby agrees to defend, indemnify, and hold Licensor,
its Affiliates and their respective officers, directors, employees and agents, (each a “Licensor Indemnified Party”)
harmless from and against any Third Party’s claims for Losses resulting from: (i) any breach of this Agreement or any warranty
or covenant provided in this Agreement by Knight or an Affiliate of Knight; (ii) any violation of Applicable Law by Knight or its
Affiliates; and (iii) any negligent act or omission or willful misconduct of Knight or its Affiliates; in all cases, except to
the extent such Third Party’s claim for loss, damage or liability
is the result of: (i) any breach of this Agreement by Licensor or an Licensor Indemnified Party, (ii) any violation of Applicable
Law by Licensor or an Licensor Indemnified Party, or (iii) any negligent act or omission or willful misconduct of Licensor or an
Licensor Indemnified Party.



 


	10.7	Indemnification Procedure. If an indemnified party intends to claim indemnification under
this Section 10, such party shall promptly notify the other party of any loss, claim, damage, liability or action in respect
of which the indemnified party intends to claim such indemnification, and the indemnifying party shall have a first opportunity
to assume the sole defense thereof (provided that such claim solely seeks monetary damages and for which the indemnifying party
agrees, as between the indemnifying party and the indemnified party, the indemnifying party shall be solely responsible for payment
of Losses related to such Third Party claim), with counsel selected by the indemnifying party and approved by the indemnified party
acting reasonably; provided, however, that an indemnified party shall have the right to retain its own counsel and participate
fully in the defense, with the fees and expenses to be paid by the indemnified party. The failure or delay to deliver notice to
the indemnifying party, within a reasonable time after the commencement of any such proceeding, if irreparably prejudicial to the
indemnifying party’s ability to defend such proceeding, shall relieve the indemnifying party of any and all liability to
the indemnified party under this Section 10. The indemnified party shall cooperate fully with the indemnifying party and their
legal representatives in the investigation of any loss, claim, damage, or liability covered by this indemnification, and shall
mitigate such loss and damages. Any amount payable in order to satisfy an indemnity hereunder shall be paid as soon as reasonably
possible after the indemnified party has incurred an indemnified expense and notified the indemnifying party thereof.



 


	10.8	Compliance with Law. Each Party shall comply, and shall require their Affiliates and permitted
sublicensees to comply, with all Applicable Laws relative to their obligations hereunder.



 


	10.9	Insurance. The Parties shall maintain insurance, including product liability insurance,
that is adequate to cover their obligations hereunder and that is consistent with normal business practices of prudent corporations
engaged in the same or a similar business. The Parties acknowledge and agree that such insurance shall not be construed to create
a limit with respect to their indemnification obligations. Each Party shall provide the other Party with written evidence of such
insurance upon request. Each Party shall provide the other Party with written notice at least thirty (30) days prior to the cancellation,
nonrenewal or material change in such insurance or self-insurance which materially adversely affects the rights of the other Party
hereunder.



 






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Execution Version


 


	11.	TERM AND TERMINATION



 


	11.1	Term. This Agreement will take effect from the Effective Date and, unless earlier terminated
in accordance with the terms herein, will continue in full force and effect for fifteen (15) years from the Launch on a country
by country basis in the Territory (the “Initial Term”).
This Agreement shall automatically renew for successive fifteen (15) year periods (each a “Renewal Term” and,
together with the Initial Term, the “Term”) unless, at least one (1) year prior to the expiry of the Initial
Term or Renewal Term, either Party provides the other with written notice of its intention not to renew the Agreement at the end
of the applicable period.



 


	11.2	Termination for Breach. Either Party may terminate this Agreement by written notice to the
other Party with immediate effect in the following cases:



 


		(a)	In the event of a petition in bankruptcy or insolvency of the other Party, or in case of the filing
by the other Party of any petition or answer seeking reorganization, readjustment, or rearrangement of its business under any law
or any government regulation relating to bankruptcy or insolvency, or in case of the institution by the other Party of any proceedings
for the liquidation or winding up of its business, or for the termination of its corporate charter.



 


		(b)	If the other Party is otherwise in material default or breach of this Agreement and such default
or breach is not cured within (i) sixty (60) days after written notice thereof is delivered to the defaulting or breaching Party
(thirty (30) days in the case of Knight’s failure to pay any amounts due hereunder), or (ii) in the case of a breach that
cannot be cured within sixty (60) days, within a reasonable period not exceeding one hundred twenty (120) days after written notice
thereof is delivered to the defaulting or breaching Party.



 


		(c)	If Knight or any Affiliate, sublicensee or assignee institutes any challenge to any Licensor Patents,
then Licensor shall be entitled to terminate this Agreement with immediate effect.



 


	11.3	Effect of Termination. Upon expiry or termination of this Agreement, all licenses and rights
granted by Licensor hereunder shall terminate and Knight undertakes to:



 


		(a)	except as provided for in Section 11.5, cease any Commercialization of the Licensed Products
in the Territory; and



 


		(b)	within thirty (30) days or expiry or termination, start to transfer title to all current and pending
Regulatory Approvals for the Licensed Products to Licensor and assist Licensor, at Licensor’s cost, in submitting appropriate
documents to transfer the Regulatory Approvals for the Licensed Products to Licensor or its designee.



 






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Execution Version


 


	11.4	Survival. In the event of the termination of this Agreement for any reason, the following
provisions of this Agreement shall survive: Articles 1, 7, 11, 12 and 14, and Sections 6.6, 8.6-8.15, 8.25, 8.26,
9.3-9.6, and 10.4-10.8 and any other terms which, by their nature, require or contemplate performance by the Parties after
expiry or termination. In any event, termination of this Agreement
shall not relieve the Parties of any liability which accrued hereunder prior to the effective date of such termination.



 


	11.5	Sell-Off of Inventory. Upon termination of this Agreement, Knight shall be entitled to sell
off any inventory of the Licensed Products existing on the date such termination is effective.



 





	12.	DISPUTE RESOLUTION



 


	12.1	Arbitration. Except as otherwise expressly provided herein, any dispute or claim arising
out of or relating to this Agreement, or to the breach, termination, or validity of this Agreement, will be resolved as follows:
each Party shall discuss the matter and make reasonable efforts to attempt to resolve the dispute. If the Parties are unable to
resolve, the dispute a CEO or President of each Party will meet within thirty days (30) of a request to attempt to resolve such
dispute being made by a Party. If the CEOs or Presidents cannot resolve the dispute through good faith negotiations within sixty
(60) days after a Party requests such meeting, then the Parties shall resort to binding arbitration before a single arbitrator
using the arbitration procedures set forth under the simplified rules of the International Chamber of Commerce in New York. The
decision of the arbitrator shall be final and not subject to appeal and the arbitrator may apportion the costs of the arbitration,
including the reasonable fees and disbursements of the parties, between or among the parties in such manner as the arbitrator considers
reasonable. All matters in relation to the arbitration shall be kept confidential to the full extent permitted by law, and no individual
shall be appointed as an arbitrator unless he or she agrees in writing to be bound by this provision.



 


	12.2	Irreparable Harm. Notwithstanding anything to the contrary in Section 12.1, if either
Party in its sole judgment, acting reasonably, believes that any such dispute could cause it irreparable harm, such Party (i) will
be entitled to seek equitable relief in order to avoid such irreparable harm and (ii) will not be required to follow the procedures
set forth in Section 12.1.



 






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Execution Version


 





	13.	Intentionally left blank


 


	14.	OTHER PROVISIONS



 


	14.1	Withholding Tax. The upfront payment, milestones and royalties payable by Knight to
                                  Licensor pursuant to this Agreement (each, a “Payment”) shall be paid free and clear of any and all taxes
                                  (which, for clarity, shall be the responsibility of Knight), except for any withholding taxes required by Applicable Law.
                                  Except as provided in this Section 14, Licensor shall be solely responsible for paying any and all taxes (other than
                                  withholding taxes required by Applicable
Law to be deducted from Payments and remitted by Knight) levied on account of, or measured in whole or in part by reference to,
any Payments it receives. Knight shall deduct or withhold from the Payments any taxes that it is required by Applicable Law to
deduct or withhold. Notwithstanding the foregoing, if Licensor is entitled under any applicable tax treaty to a reduction of rate
of, or the elimination of, applicable withholding tax, it may deliver to Knight or the appropriate governmental authority (with
the assistance of Knight to the extent that this is reasonably required and is requested in writing) the prescribed forms necessary
to reduce the applicable rate of withholding or to relieve Knight of its obligation to withhold such tax and Knight shall apply
the reduced rate of withholding or dispense with withholding, as the case may be; provided, that Knight has received evidence of
Licensor’s delivery of all applicable forms (and, if necessary, its receipt of appropriate governmental authorisation at
least fifteen (15) Business Days prior to the time that the Payments are due). If, in accordance with the foregoing, Knight withholds
any amount, it shall pay to Licensor the balance when due, make timely payment to the proper taxing authority of the withheld amount
and send to Licensor proof of such payment within ten (10) Business Days following such payment. Notwithstanding the foregoing,
if Knight is required by Applicable Law to withhold any additional taxes from or in respect of any amount payable under this Agreement
as a result of the assignment by Knight of its rights or obligations hereunder (including to Affiliates) under this Agreement or
any tax residence of Knight or any of its Affiliates, then any such amount payable under this Agreement shall be increased to take
into account the additional taxes withheld as may be necessary so that, after making all required withholdings (including withholdings
on the withheld amounts), Licensor receives an amount equal to the sum it would have received had no such withholding been made,
provided, however, that Knight will have no obligation to pay any additional amount to the extent that the withholding tax would
not have been imposed but for (i) the failure by Licensor to take advantage of an otherwise available exemption from or reduction
in the rate of withholding tax under any applicable income tax convention between United States and any applicable jurisdiction
or (ii) the assignment by Licensor of its rights or obligations hereunder (including to Affiliates) under this Agreement or any
change of tax residence of Licensor or any of its Affiliates outside of the United States.



 






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Execution Version


 


	14.2	Further Assurances. Upon request by either Party and at such Party's expense, the other
Party shall do such further acts and execute such additional agreements and instruments as may be reasonably necessary to give
effect to the purposes of this Agreement.



 


	14.3	Independent status. Each Party shall act as an independent contractor and shall not bind
nor attempt to bind the other Party to any contract, nor any performance of obligations outside of the license agreement. Nothing
contained or done under the Agreement shall be interpreted as constituting either Party the agent of the other in any sense of
the term whatsoever or in the relationship of partners or joint venturers.



 


	14.4	Assignment. Except in connection with the acquisition of a Party or the sale of all or substantially
all of the assets of such Party to which this Agreement relates (provided that the assignee agrees in writing to assume all of
the assigning Party’s obligations under this Agreement), this Agreement may
not be, directly or indirectly, assigned or transferred, in whole or in part, by a Party to a Third Party without the prior written
consent of the other Party. The rights and obligations contained herein shall enure to the benefit of each Party’s successors
and permitted assigns, and shall be binding on and enforceable against the relevant Party’s successors and permitted assigns.
Any reference in this Agreement to any Party shall be construed accordingly. Any assignment or attempted assignment by either Party
in violation of the terms of this Section 14.4 shall be null, void and of no legal effect. Notwithstanding anything to the contrary
in this Section 14.4, Licensor shall be entitled to enter into financing and sales transactions with Third Parties regarding the
assignment, pledging, and collateralization (including grants of liens, encumbrances and other charges) of the right to receive
all amounts under this Agreement in connection with Licensor’s interest in any Licensed Product.



 


	14.5	Compliance with law. Each Party shall comply with, and shall not be in violation of any
valid applicable international, national, provincial or local statutes, laws, ordinances, rules, regulations, or other governmental
orders of the Territory.



 


	14.6	Force Majeure. No Party shall be responsible for a failure or delay in performance of any
of the obligations hereunder due wars, insurrections, strikes, acts of God, power outages, storms, or actions of regulatory agencies
(such events being defined as “Force Majeure”), provided that the Party seeking relief from its obligations
advises the other Party forthwith of the Force Majeure. A Party whose performance of obligations has been delayed by force majeure
shall use commercially reasonable efforts to overcome the effect of the Force Majeure as soon as possible. The other Party will
have no right to demand indemnity for damage or assert a breach against such Party, provided, however, that if the event of Force
Majeure preventing performance shall continue for more than six (6) months and such underlying cause would not also prevent other
parties from performing such obligations, then the Party not subject to the event of Force Majeure may terminate this Agreement
with a written notice to the other without any liability hereunder, except the obligation to make payments due to such date.



 






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Execution Version


 


	14.7	Notices and Amendments. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand delivery as
hereinafter provided. Any such notice, if sent by fax or other means of electronic communication, shall be deemed to have been
received on the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the
applicable address noted below. Notices of change of address shall also be governed by this Section 14.7. Notices and other
communications shall be addressed as follows:



 


		(a)	In the case of Licensor:



 


Onconova Therapeutics, Inc.


375 Pheasant Run


Newton, Pennsylvania 18940


Attn: Chief Executive Officer


Fax: 267-759-3681


 


with a copy
to:


 


Onconova Therapeutics, Inc.


375 Pheasant Run


Newton, Pennsylvania 18940


Attn: Legal Department


email: legal@onconova.us


 


		(b)	In the case of Knight:



 


Knight Therapeutics Inc.

3400 de Maisonneuve W.

Suite 1055

Montreal, Québec, H3Z 3B8

Canada

Attention:          [**]

Fax:                   [**]

E-mail:              [**]


 


With a copy
to:


 


Davies Ward Phillips & Vineberg
LLP

1501 McGill College Ave.

Suite 2600

Montreal, Québec H3A 3N9

Attention:          [**]

Fax:                   [**]

E-mail:              [**]


 






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Execution Version


 


	14.8	Complete Agreement. This Agreement together with the SDEA, and the quality agreement and
pharmacovigilance agreement, embodies all of the understandings and obligations between the Parties with respect to the Licensed
Products and supersedes any prior or contemporaneous agreements and understandings, whether written or oral, between the Parties
with respect to the subject matter hereof. Any amendments or supplements to this Agreement shall not be valid unless executed in
writing by duly authorized officers of both parties.



 


	14.9	Waiver. No failure to exercise and no delay in exercising any right or remedy hereunder
shall operate as a waiver thereof. Any waiver granted hereunder shall only be applicable the specific acts covered thereby and
shall not apply to any subsequent events, acts, or circumstances.



 


	14.10	Severability. In the event any portion of this Agreement shall be held illegal, void or
ineffective, the remaining portion hereof shall remain in full force and effect. If any of the terms or provisions of this Agreement
are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent
that they may conflict therewith and shall be deemed to be modified to conform with such statute or rule of law.



 


	14.11	Governing Law. This Agreement all disputes arising out of or relating to this Agreement,
or the performance, enforcement, breach or termination hereof or thereof, and any remedies relating thereto, shall be construed,
governed by and interpreted in accordance with the laws of the State of New York without giving effect to any choice of law principles
that would require the application of the laws of a different state or country.



 






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Execution Version


 


	14.12	Public Announcements. Neither Party shall originate any publicity, news release, or
                                   public announcements relating to this Agreement (including, without limitation, its existence, its subject matter, the
                                   Parties’ performance, any amendment hereto, or performance hereunder), whether to the public or press, stockholders, or
                                   otherwise, without the prior written consent of the other Party, save only such announcements that are required by law or the
                                   rules of any relevant stock exchange to be made or that are otherwise agreed to by the Parties. If a Party decides to make an
                                   announcement, whether required by law or otherwise, it shall give the other Party reasonable notice of the text of the
                                   announcement so that the other Party shall have an opportunity to comment upon the announcement. To the extent that the
                                   receiving Party reasonably requests the deletion of any information in any such announcement, the disclosing Party shall
                                   delete such information unless, in the opinion of the disclosing Party’s legal counsel, such information is required by
                                   law or the rules of any relevant stock exchange to be disclosed. The timing and content of the initial press release relating
                                   to this Agreement, if any, including its existence, the subject matter to which it relates and the transactions contemplated
                                   herein will, except as otherwise required by law or any stock exchange rules, be determined jointly by the Parties. To the
                                   extent that either Party reasonably determines that it is required to make a filing or any other public disclosure with
                                   respect to this Agreement or the terms or existence hereof to comply with the requirements, rules, laws or regulations of any
                                   applicable stock exchange, TSX, NASDAQ or any governmental or Regulatory Authority or body (the “Requesting
                                   Body”), including, without limitation, the U.S. Securities and Exchange Commission or the Canadian Securities
                                   Administrators (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other
                                   Party thereof and shall use reasonable efforts to maintain the confidentiality of the other Party’s Confidential
                                   Information in any such filing or disclosure. Prior to making any such filing of a copy of this Agreement, the Parties shall
                                   mutually agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being
                                   understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not,
                                   then the Parties will use reasonable efforts in connection with such filing to seek the confidential treatment of any such
                                   provision. The Parties shall cooperate, each at its own expense, in such filing, including without limitation such
                                   confidential treatment request, and shall execute all documents reasonably required
in connection therewith. The Parties will reasonably cooperate in responding promptly to any comments received from the Requesting
Body with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided that a Party shall
be relieved of such obligation to seek confidential treatment for a provision requested by the other Party if such treatment is
not achieved after the second round of responses to comments from the Requesting Body.



 


	14.13	Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be considered one and the same Agreement and shall become effective when a counterpart hereof has been signed by each of
the Parties and delivered to the other Party.



 


	14.14	Time of Essence. Time shall be of the essence of this Agreement and of each provision hereof.



 


[Signature page follows]


 






    	Page 38




     


    

 


In
witness whereof, the parties have signed this Agreement.


 


	ONCONOVA THERAPEUTICS, INC.	KNIGHT
                                         THERAPEUTICS INC.



 


	By:	 /s/ Steven M. Fruchtman	By:	/s/ Amal Khouri
	 
	Name:	Steven M. Fruchtman	Name:	Amal Khouri
	 
	Title:	President and CEO	Title:	VP Business Development




 


Signature Page – Distribution,
License and Supply Agreement


 






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Schedule 1: Compound


 


 


 






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