Exhibit No.
10.5


 


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


 


 






 


LICENSE
AGREEMENT


 


THIS
LICENSE AGREEMENT (the “Agreement”) is dated as of March 2, 2015 (the “Effective Date”)
by and between Checkpoint Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle,
New York, NY 10019 (“CTI”), and Dana-Farber Cancer Institute, Inc. located at 450 Brookline Ave., Boston, MA
02115 (“DFCI”). CTI, on the one hand, and DFCI, on the other hand, shall each be referred to herein as a “Party”
or, collectively, as the “Parties.”


 


RECITALS:


 


WHEREAS,
DFCI is the owner of certain rights in technologies as later defined; and


 


WHEREAS,
CTI is engaged in the research, development, manufacturing and commercialization of pharmaceutical products, and CTI is interested
in developing and commercializing products based on the Licensed Patents; and


 


WHEREAS,
DFCI desires to grant a license to DFCI Patents to CTI in order to benefit the public by disseminating the results of its
research via the commercial development, manufacture, distribution and use of Licensed Products (as defined below).


 


WHEREAS,
CTI desires to license from DFCI and DFCI wishes to license to CTI, on an exclusive basis, the right to use, develop and commercialize
DFCI Patents in and for a defined field of use.


 


NOW,
THEREFORE, in consideration of the foregoing and of the various promises and undertakings set forth herein, the Parties agree
as follows:


 


ARTICLE
I


DEFINITIONS


 


Unless
otherwise specifically provided herein, the following terms shall have the following meanings:


 


1.1           “Affiliate”
means a Person or entity that controls, is controlled by or is under common control with a Party, but only for so long as
such control exists. For the purposes of this Section 1.1, the word “control” (including, with correlative
meaning, the terms “controlled by” or “under common control with”) means the actual power,
either directly or indirectly through one or more intermediaries, to direct the management and policies of such Person or entity,
whether by the ownership of at least 50% of the voting stock of such entity, or by contract or otherwise. TG Therapeutics, Inc.
shall be deemed an Affiliate.


 






     


     


    

 


1.2           "Antibody"
means any antibody, any gene expressing such an antibody, any hybridoma producing such antibody, or any fragment, variant, derivative
or construct thereof, or antibody fusion protein produced therefrom (including PEDgylated or multimeric versions thereof, whether
polyclonal, monoclonal, multi-specific antibodies (e.g., bi-specific antibodies), human, humanized, chimeric, murine, synthetic,
or from any other source), including without limitation (a) the full immunoglobin molecules (e.g. the IgG, IgM,IgE, IgA, and IgD
molecules), and (b) the antigen binding portions including Fab, Fab', F(ab')2, Fv, dAb, and CDR fragments, chimeric antibodies,
diabodies, polypeptides, linear antibodies and single-chain antibodies (scFv) that contain any portion of an immunoglobulin that
is sufficient to confer specific binding to an antigen.


 


1.3           “Calendar
Quarter” means each three month period commencing January 1, April 1, July 1 or October 1, provided however that (a)
the first Calendar Quarter of the Term shall extend from the Effective Date to the end of the first full Calendar Quarter thereafter,
and (b) the last Calendar Quarter of the Term shall end upon the termination or expiration of this Agreement.


 


1.4           “Calendar
Year” means the period beginning on the 1st of January and ending on the 31st of December of the same year, provided
however that (a) the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the same calendar
year as the Effective Date, and (b) the last Calendar Year of the Term shall commence on January 1 of the Calendar Year in which
this Agreement terminates or expires and end on the date of termination or expiration of this Agreement.


 


1.5           “Combination
Product” means a product (a) containing a Licensed Product together with one or more other active ingredients, or (b)
with one or more products, devices, pieces of equipment or components, but sold for an integrated price (e.g., with the purchase
of one product the customer gets a coupon for the other) or for a single price.


 


1.6           “Commercialization”
or “Commercialize” means any and all activities undertaken at any time for a particular Licensed Product
and that relate to the manufacturing, marketing, promoting, distributing, importing or exporting for sale, offering for sale,
and selling of the Licensed Product, and interacting with Regulatory Authorities regarding the foregoing.


 


1.7           “Commercially
Reasonable Efforts” means, with respect to the efforts to be expended by a Party or such Party’s applicable Affiliate
with respect to any objective, such reasonable, diligent, and good faith efforts normally used to accomplish a similar objective
under similar circumstances by a similarly-situated company. Commercially Reasonable Efforts will not mean that a Party commits
that it or such Party’s applicable Affiliate will actually accomplish the applicable task.


 


1.8           “Controlled”means,
with respect to (a) DFCI Patents, (b) Know-How, (c) Antibodies,
or (d) DFCI Materials, that a Party or one of its Affiliates owns or has a license or sublicense to such DFCI Patents,
Know-How, Antibodies or DFCI Material (or in the case of DFCI Material, has the right to physical possession of such
material) and has the ability to grant a license or sublicense to, or assign its right, title and interest in and to, such
DFCI Patents, Know- How, Antibodies, or DFCI Material as provided for in this Agreement without violating the terms of any
agreement or other arrangement with any Third Party.


 






    	 	2	 



     


    

 


1.9           “Covered”
means, with respect to a Licensed Product, that the practicing, manufacturing, importing, using, selling, or offering for
sale of such Licensed Product would, but for ownership of or a license granted hereunder under DFCI’s relevant DFCI Patents,
infringe a Valid Claim of DFCI’s relevant DFCI Patents in the country in which the activity occurs (or, in the case of a
Valid Claim that has not yet issued, would infringe such Valid Claim if it were to issue).


 


1.10         “Derivative"
means a DFCI Antibody that has (a) been modified via isotype switching; (b) undergone a modification of effector function; (c)
been adapted to enable the antibody to carry payloads; (d) been altered to change the expression characteristics, stability or
biological half-life of the antibody; or (e) been mutated using an affinity maturation strategy designed to modify the affinity
of either the variable regions and/or the constant regions of the antibody for any ligands, antigens or receptors. Derivatives
may be full length antibodies, monoclonal and polyclonal antibodies, multispecific antibodies (e.g., bi-specific antibodies) and
antibody fragments (including Fab, Fab', F(ab')2, Fy fragments, diabodies, linear antibodies and single-chain antibodies), in
each case, of any origin, whether human, humanized, chimeric or otherwise.


 


1.11         “Development”
or “Develop” means, with respect to a Licensed Product, the performance of all preclinical and clinical development
(including, without limitation, toxicology, pharmacology, test method development and stability testing, process development,
formulation development, quality control development, statistical analysis), clinical trials, and manufacturing and regulatory
activities that are required to obtain Regulatory Approval of such Licensed Product.


 


1.12         DFCI
Antibodies" means the Antibodies supplied by or on behalf of DFCI to CTI under this Agreement as identified in Schedule
4.


 


1.13         “DFCI
Know-How” means any and all Know-How that (a) is Controlled by DFCI or any of its Affiliates as of the Effective
Date and (b) was developed in the laboratory of Dr. Wayne Marasco in the performance of research directly pertaining to the
DFCI Patents and (c) is necessary for CTI to research, Develop, manufacture, use, or Commercialize Licensed Products.
The DFCI Know-How is described in Schedule 2 hereto.


 


1.14         “DFCI
Materials” means all materials Controlled by DFCI and supplied by DFCI to CTI under this Agreement as identified in
Schedule 3, together with any progeny or unmodified derivatives that may be developed by CTI or DFCI. For the avoidance
of doubt, "DFCI Materials" excludes the DFCI Antibodies and Derivatives.


 


1.15         “DFCI
Patents” means (a) those patents and patent applications set forth on Schedule 1 hereto; (b) any additions, divisionals,
continuations, conversion, supplemental examinations, extensions, term restorations, registrations, reinstatements, amendments,
reissuances, corrections, substitutions, re-examinations, registrations, revalidations, supplementary protection certificates,
renewals, and foreign counterparts of the patents and patent applications mentioned in clause (a) above; (c) all patents issuing
from any of the patents and patent applications mentioned in clause (a) or (b) above and any foreign counterparts of any such
patents and patent applications, and which shall include, in any case, patents surviving post grant review and inter partes review.


 






    	 	3	 



     


    

 


1.16         “DFCI
Technology” means the DFCI Patents, DFCI Know-How, DFCI Antibodies, Derivatives, or DFCI Materials.


 


1.17         “EMA”
means the European Medicines Agency or any successor agency.


 


1.18         “European
Commission” means the authority within the European Union that has the legal authority to grant Regulatory Approvals
in the European Union based on input received from the EMA or other competent Regulatory Authorities.


 


1.19         “FDA”
means the United States Food and Drug Administration, or a successor federal agency thereto.


 


1.20         “Field”
means all prophylactic, palliative, therapeutic or diagnostic uses in humans or animals, excluding use in chimeric antigen
receptor technology.


 


1.21         “First
Commercial Sale” means, with respect to a Licensed Product in any country, the first commercial transfer or disposition
for value of such Licensed Product in such country to a Third Party, by CTI, by an Affiliate of CTI or by a Sublicensee after
Regulatory Approval therefor has been obtained in such country, for cash or non-cash consideration to which a fair market value
can be assigned for purposes of determining Net Sales.


 


1.22         “GAAP”
means United States generally accepted accounting principles.


 


1.23         “Governmental
Body” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district
or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental
authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission,
council, board, instrumentality, officer, official, representative, organization, unit, body or entity and any court or other
tribunal); (d) multi- national or supranational organization or body; or (e) individual, entity, or body exercising, or entitled
to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of
any nature.


 


1.24         “Know-How”
means any scientific or technical information, results and data of any type whatsoever, in any intangible form whatsoever,
that is not in the public domain or otherwise publicly known and is not claimed or disclosed in a patent or pending patent application,
including practices, protocols, regulatory filings, scientific techniques, works of authorship, plans, data (including, but not
limited to, pharmacological, biological, chemical, toxicological, clinical and analytical information, quality control, trial
and stability data), data analyses, reports, studies and procedures, designs for experiments and tests and results of experimentation
and testing (including results of research or development), summaries and information contained in submissions to and information
from ethical committees, the FDA or other Regulatory Authorities, and manufacturing process and development information. The fact
that an item is known to the public shall not be taken to exclude the possibility that a compilation including the item, and/or
a development relating to the item, is (and remains) not known to the public. “Know-How” excludes DFCI Patents, DFCI
Antibodies, and DFCI Materials.


 






    	 	4	 



     


    

 


1.25         “Law”
or “Laws” means all applicable laws, statutes, rules, regulations, ordinances and other pronouncements
having the binding effect of law of any Governmental Body.


 


1.26         “Licensed
Product” means any pharmaceutical product, in any dosage form, preparation, composition, formulation, presentation or
package configuration, (a) that is Covered in whole or in part by a Valid Claim in the DFCI Patents, (b) that incorporates, constitutes,
or contains DFCI Antibodies or Derivatives as an active ingredient, or (c) that shares at least *%
of the amino acid sequence identity (combined or in the aggregate) to all the complementarity determining regions (CDRs) of any
DFCI Antibodies or Derivatives and made using DFCI Technology.


 


1.27         “Licensed
Process” means processes which, (a) in the course of being practiced, is Covered in whole or in part by a Valid Claim
in the DFCI Patents, or (b) which incorporates or uses DFCI Antibodies or Derivatives in whole or in part.


 


1.28         “NDA”
means a New Drug Application submitted pursuant to the requirements of the FDA, as more fully defined in 21 U.S. CFR §
314.3 et seq., a Biologics License Application submitted pursuant to the requirements of the FDA, as more fully defined in 21
U.S. CFR § 601, and any equivalent application submitted in any country, including a European Marketing Authorization Application,
together, in each case, with all additions, deletions or supplements thereto.


 


1.29         “NDA
Approval” means the receipt of notice from the relevant US Regulatory Authority that an NDA for a Licensed Product has
met all the criteria for marketing approval.


 


1.30         “Net
Sales” means the gross income derived by CTI or its Affiliates or Sublicensees to unrelated Third Parties for a Licensed
Product in bona-fide arms-length transactions, less the following deductions, which may not exceed reasonable and customary amounts
in the country in which the transaction occurs:


 


		(a)	Normal
                                         and customary trade, quantity, cash and discounts and credits allowed and taken;



 


		(b)	Discounts,
                                         refunds, rebates, chargebacks, retroactive price adjustments, and any other allowances
                                         given and taken which effectively reduce the net selling price, including, without limitation,
                                         Medicaid rebates, institutional rebates or volume discounts;



 


		(c)	Product
                                         returns and allowances;



 


		(d)	Administrative
                                         fees paid to group purchasing organizations (e.g., Medicare) and government-mandated
                                         rebates;



 


		(e)	Shipping,
                                         handling, freight, postage, insurance and transportation charges, but all only to the
                                         extent included as a separate line item in the gross amount invoiced;



 


 






*
Confidential material redacted and filed separately
with the Commission.


 






    	 	5	 



     


    

 


		(f)	Any
                                         tax, tariff or duties imposed on the sale, delivery or use of the Licensed Product, including,
                                         without limitation, sales, use, excise or value added taxes and customs and duties, but
                                         all only to the extent included as a separate line item (e.g., “taxes”) in
                                         the gross amount invoiced.



 


		(g)	Bad
                                         debt actually written off during the accounting period (provided, that any bad debt write-off
                                         so taken which is later reversed shall be added back to Net Sales in the accounting period
                                         in which the reversal occurs).



 


No
deduction shall be made for any item of cost incurred by CTI, its Affiliates or Sublicensees in Developing or Commercializing
Licensed Products except as permitted pursuant to clauses (a) through (g) of the foregoing.


 


Net
Sales includes the fair market value of any non-cash consideration from sale of Licensed Products received by CTI, its Affiliates
or Sublicensees. Licensed Products are considered “sold” when billed, invoiced, or payment is received, whichever
occurs first.


 


Notwithstanding
the foregoing, amounts invoiced by CTI and its Affiliates and Sublicensees for sales of Licensed Products among CTI and its Sublicensees
and their respective Affiliates for resale shall not be included in the computation of Net Sales except where such purchasing
party is an end user or consumer of Licensed Products.


 


Net
Sales of any Combination Product (as defined below) for the purpose of calculating royalties due under this Agreement shall be
determined on a country-by-country basis as follows: the Net Sales of the Combination Product (prior to application of the following
adjustment) shall be multiplied by the fraction A/(A+B), where A is the net selling price in such country of a Licensed Product
without the additional active ingredient in the Combination Product, if sold separately for the same dosage as contained in the
Combination Product, and B is the net selling price in such country of any other active ingredients (or delivery device) in the
combination if sold separately for the same dosage (or form) as contained in the Combination Product. All net selling prices of
the elements of such end-user product or service shall be calculated as the average net selling price of the said elements during
the applicable accounting period for which the Net Sales are being calculated. In the event that, in any country, no separate
sale of either such above-designated Licensed Product (containing only such Licensed Product and no other active ingredients)
or any one or more of the active ingredients included in such Combination Product are made during the accounting period in which
the sale was made or if the net selling price for an active ingredient cannot be determined for an accounting period, Net Sales
for purposes of determining payments under this Agreement shall be calculated by multiplying the sales price of the Combination
Product by the fraction C/(C+D) where C is the standard fully-absorbed manufacturing cost of the Licensed Product portion of the
combination, and D is the standard fully-absorbed manufacturing cost of the other active ingredients or components included in
the Combination Product, as determined by CTI using its standard accounting procedures consistently applied. In the event that
the standard fully-absorbed manufacturing cost of the Licensed Product and/or the other active ingredients or components included
in such Combination Product cannot be determined, Net Sales allocable to the Licensed Product in each such country shall be determined
by mutual agreement reached in good faith by the parties prior to the end of the accounting period in question based on an equitable
method of determining same that takes into account, on a country-by-country basis, all relevant factors (including variations
in potency, the relative contribution of each active ingredient in the combination, and relative value to the end user of each
active ingredient).


 






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1.31         “Person”
means any natural person, corporation, firm, business trust, joint venture, association, organization, company, partnership
or other business entity, or any government or agency or political subdivision thereof.


 


1.32         “Phase
I Trial” means a clinical trial of a Licensed Product in human patients designated as a Phase I Trial and conducted
primarily for the purpose of determining the safety of and/or the metabolism and pharmacologic actions of the Licensed Product
in humans, as described under 21 CFR § 312.21(a) (as hereafter modified or amended) and any of its foreign equivalents. For
purposes of this definition, Phase I Trial shall specifically exclude trials in healthy volunteers.


 


1.33         “Phase
II Trial” means a clinical trial of a Licensed Product, designated as a Phase II Trial and the principal purpose of
which is to make a preliminary determination that such Licensed Product is safe and active in a patient population for its intended
use and is designed to obtain sufficient information about such Licensed Product’s efficacy to permit the design of a Phase
III Trial(s), and generally consistent with 21 CFR § 312.21(b). For purposes of this definition, Phase II trial shall specifically
exclude expansion cohorts from Phase I Trial(s).


 


1.34         “Phase
III Trial” means a clinical trial of a Licensed Product in human patients, which is designated as a Phase III Trial
or a pivotal trial and is designed (a) to establish that the Licensed Product is safe and efficacious for its intended use; (b)
to define warnings, precautions and adverse reactions that are associated with the Licensed Product in the dosage range to be
prescribed; and (c) to be, either by itself or together with one or more other clinical trials having a comparable design and
size, the final human clinical trial in support of Regulatory Approval of the Licensed Product, and (d) consistent with 21 CFR
§ 312.21(c) (as hereafter modified or amended) and any of its foreign equivalents.


 


1.35         “Regulatory
Authority” means (a) the FDA, (b) the EMA or the European Commission, or (c) any regulatory body with similar regulatory
authority over pharmaceutical or biotechnology products in any other jurisdiction anywhere in the world.


 


1.36         “Regulatory
Approval” means any and all approvals, licenses, registrations, or authorizations of the relevant Regulatory Authority,
necessary for the Development, manufacture, use, storage, import, transport and Commercialization of a given Licensed Product
in a particular country or jurisdiction. For the avoidance of doubt, Regulatory Approval outside of the United States shall include
any pricing or marketing approval needed prior to the sale of a Licensed Product in the Field.


 


1.37         “Royalty
Term” means, on a Licensed Product-by-Licensed Product and country-by-country basis, the period from the First Commercial
Sale of a given Licensed Product in such country until the later of (i) ten (10) years after First Commercial Sale of the applicable
Licensed Product in such country, or (ii) the expiry of the last-to-expire DFCI Patent containing a Valid Claim to the Licensed
Product in such country.


 






    	 	7	 



     


    

 


1.38         “Sale
Event” means a (i) a merger, share exchange or other reorganization (“Merger”), (ii) the sale by
one or more stockholders of a majority of the voting power of the CTI (“Stock Sale”) or (iii) a sale of all
or substantially all of the assets of CTI (or that portion of its assets related to the subject matter of this Agreement) (“Asset
Sale”) in which for (i), (ii), and (iii) above, the stockholders of CTI prior to such transaction do not own a majority
of the voting power of the acquiring, surviving or successor entity, as the case may be. Notwithstanding the foregoing, a Sale
Event shall not include a bona fide financing transaction in which voting control of CTI transfers to one or more persons or entities
who acquire shares of CTI capital stock from CTI in exchange for either an investment in CTI.


 


1.39         “Sublicense
Revenue" means any payments or other consideration that CTI actually receives from a Sublicensee as consideration for
the grant of a Sublicense, including, without limitation, milestone payments, license fees, license maintenance fees and equity.
Sublicense Revenue excludes (i) purchases of equity or debt of CTI, (ii) payments made for CTI’s performance of any research,
Development, or Commercialization of any Licensed Product, (iii) royalties on Net Sales (or, in the case of a profit sharing deal
structure, shares of net profits) which are covered in Section 5.9, and (iv) any payment or reimbursement of any costs or expenses
incurred by CTI for filing, prosecution, maintenance, or defense of any DFCI Patents. In the event such consideration received
from a Sublicensee is not cash, Sublicense Revenue shall be calculated by CTI based on the fair market value of such consideration,
at the time of the transaction, assuming an arm’s length transaction made in the ordinary course of business


 


1.40         “Sublicensee”
means a Person, other than an Affiliate of CTI, to which CTI (or its Affiliate) has, pursuant to Section 2.3, granted sublicense
rights under any of the license rights granted under Section 2.1. “Sublicense” shall be construed accordingly.


 


1.41         “Tax”
or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits,
withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration,
value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not.


 


1.42         “Third
Party” means any Person other than DFCI, CTI or Affiliates of either of them, or any Sublicensees.


 


1.43         “Third
Party Action” means any claim or action made by a Third Party against a Party that claims that a Licensed Product, or
its use, Development, manufacture or sale infringes such Third Party’s intellectual property rights.


 


1.44         “United
States” or “US” means the United States of America and its territories and possessions.


 






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1.45         “Valid
Claim” means (a) a claim of an issued and unexpired patent that has not been held permanently revoked, invalid or unenforceable
by a patent office, court or other governmental agency of competent jurisdiction in a final and non-appealable judgment (or judgment
from which no appeal was taken within the allowable time period) and that is not admitted to be invalid or unenforceable through
reissue, disclaimer or otherwise (i.e. only to the extent the subject matter is disclaimed or is sought to be deleted or amended
through reissue or (b) a claim of a pending patent application within DFCI Patents that has not been abandoned, finally rejected
or expired without the possibility of appeal or refiling, provided that (i) Valid Claim shall exclude any such pending claim in
an application that has not been granted within the latter of five (5) years after the Effective Date or seven (7) years following
the earliest priority filing date for such application (unless and until such claim is granted) and (ii) Valid Claim will exclude
any such pending claim that does not have a reasonable bona fide basis for patentability, in either case of (i) or (ii), unless
and until such claim is granted. Notwithstanding the foregoing, in the event that a claim in a pending patent application is involved
in an interference action declared by the US Patent and Trademark Office or any analogous patentability determination by any other
national patent office, and, at the time such proceeding is filed or initiated such claim is a Valid Claim, the time period set
forth in subsection (i) above will be stayed for the pendency of such proceeding.


 


ARTICLE
II


LICENSES
AND OTHER RIGHTS


 


2.1           Grant
of License to CTI.


 


(a)          Subject
to the terms and conditions of this Agreement and the reserved rights described in Section 2.4, DFCI hereby grants to CTI, and
CTI hereby accepts, an exclusive, worldwide, royalty-bearing right and license (with the right to sublicense, subject to the provisions
of Section 2.4) under the DFCI Patents to (i) research, Develop, manufacture, have manufactured, use, import and Commercialize
and have Commercialized the Licensed Products, in and for the Field and (ii) to practice and have practiced any Licensed Processes,
in and for the Field. DFCI and its Affiliates grant no licenses or rights by implication, estoppel or otherwise under any other
patent applications or patents owned in whole or in part by DFCI other than as expressly set forth herein.


 


(b)          Subject
to the terms and conditions of this Agreement, DFCI hereby grants CTI a non-exclusive license under DFCI’s rights in and
to the DFCI Materials listed in Schedule 3 solely in support of the exercise of CTI’s license rights under
Section 2.1(a). CTI shall not have the right and shall be prohibited from selling, transferring, or distributing the DFCI Materials
to end users, except in the case where such end users are CTI Affiliates or Sublicensees under this Agreement. This Section 2.1(b)
shall not affect the rights granted to CTI hereunder to research, Develop, manufacture, have manufactured, use, import and Commercialize
and have Commercialized Licensed Products made from or using such DFCI Materials.


 


2.2           Affiliates.
CTI is entitled to extend its licenses under this Article II to its Affiliates, consistent with all of the terms and conditions
of this Agreement. If CTI does extend its license and an Affiliate assumes obligations under the Agreement, CTI shall be responsible
and liable for the acts or omissions of the Affiliate in the exercise of rights under this Agreement. If DFCI has a claim arising
under this Agreement against an Affiliate, DFCI may seek a remedy directly against CTI and may, but is not required to, seek a
remedy against the Affiliate. Any termination of the Agreement under Article X as to CTI also constitutes termination as to any
Affiliates.


 






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2.3           Grant
of Sublicenses by CTI. CTI shall have the right, in its sole discretion, to grant Sublicenses, in whole or in part, under
the license granted in Section 2.1; provided, however, that the granting by CTI of a Sublicense shall not relieve CTI of any of
its obligations hereunder; and provided, further, that CTI’s right to grant a Person a Sublicense shall be subject to CTI
including within such Sublicense express provisions binding the Sublicensee to terms and conditions consistent with those contained
herein. CTI shall be and remain fully responsible and primarily liable for the compliance by Sublicensees with the terms and conditions
of this Agreement (as applicable to them) as if such Sublicensees were CTI hereunder. CTI shall promptly provide a copy of each
executed sublicense agreement and any modifications of the sublicense agreement (provided that such copy may be redacted to remove
commercially sensitive terms that are not necessary to confirm compliance with the terms and conditions of this Agreement) following
execution of such agreement.


 


2.4           Reserved
Rights. The licenses granted by DFCI are subject to the following reserved rights.


 


(a)          The
rights of the United States of America, as set forth in Public laws 96- 517 and 98-620, the regulations promulgated thereunder,
and the policy of any funding agencies. Any rights granted hereunder, which are greater than permitted by Public Laws 96-517 and
98- 620, are subject to modification as required to conform to the provisions of those statutes.


 


(b)          DFCI’s
right to make and use the DFCI Know-How, DFCI Antibodies, and DFCI Materials for its own teaching, education and research purposes,
both laboratory and clinical. Additionally, DFCI reserves the rights to practice under the DFCI Technology for its own internal
research, public service, teaching and educational purposes, without payment of royalties, provided that the exercise of such
reserved rights by DFCI shall not (a) be subject to any intellectual property rights granted to any commercial third party nor
(b) include any human use or clinical administration without prior written approval from CTI.


 


(c)          DFCI’s
right to supply DFCI Know How, DFCI Antibodies, and DFCI Materials to other academic, governmental or not-for-profit organizations
for non-commercial research purposes.


 


2.5           Government
Rights and Requirements. Notwithstanding anything hereunder, any and all licenses and other rights granted hereunder are limited
by and subject to the rights and requirements of the United States Government which may arise out of its sponsorship of the research
which led to the conception or reduction to practice of inventions covered by the DFCI Patents. The United States Government is
entitled, as a right, under the provisions of 35 U.S.C. §§ 200-212 and applicable regulations of Title 37 of the Code
of Federal Regulations: (i) to a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for
or on the behalf of the United States Government any of the DFCI Patents throughout the world and (ii) to exercise march in rights
on DFCI Patents.


 




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2.6           Delivery
of DFCI Know-How, DFCI Antibodies, and DFCI Materials. DFCI shall deliver to CTI DFCI Know-How, DFCI Antibodies, and DFCI
Materials within sixty (60) days of the Effective Date of this Agreement.


 


ARTICLE
III


DILIGENCE


 


3.1           Diligence
by CTI. CTI shall use Commercially Reasonable Efforts to Develop and to Commercialize Licensed Products targeting CA-IX, PD-L1
and GITR in the Field. The Parties acknowledge that CTI may Develop and Commercialize Licensed Products that are a Combination
Product containing one or more DFCI Antibodies or Derivatives.


 


3.2           Projected
Milestone Dates. CTI shall use its commercially reasonable efforts to meet the following milestones (“Milestones”)
by the dates specified in this paragraph, subject to annual adjustment as described below.


 


(a)          Milestone
Dates for a Licensed Product Targeting CA-IX


 


	Milestone	 	Achievement
    Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date


 


For purposes
of this Section 3.2, DFCI will consider efforts of an Affiliate or Sublicensee as efforts of CTI.


 


(b)          Milestone
Dates for a Licensed Product Targeting PD-L1


 


 






*
Confidential material redacted
and filed separately with the Commission.


 






    	 	11	 



     


    

 


	Milestone	 	Achievement
    Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date


 


(c)          Milestone
Dates for a Licensed Product Targeting GITR


 


	Milestone	 	Achievement
    Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−  *	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date
	 	 	 
	−*	 	*
    from the Effective Date


 


 






*
Confidential material redacted
and filed separately with the Commission.


 






    	 	12	 



     


    

 


3.3           Adjustments.
The parties acknowledge that since the program is in early pre- clinical development that the dates included in the Milestone
table above are rough estimates to provide DFCI a preliminary projection of what can be achieved by what dates, the accuracy of
which the parties agree is impossible to predict and will be based on many factors completely outside the control of CTI and its
Diligence Efforts. On an annual basis, with its report contained below, CTI will, in good faith, update the dates in the Milestones
table above to provide DFCI an updated assessment of the timing of the upcoming milestones. Upon providing such update, the table
above shall be deemed amended notwithstanding Section 11.5 hereof.


 


3.4           Development
and Commercialization Reports. Within 60 days of the Effective Date and on or before each anniversary of the Effective Date,
CTI shall provide to DFCI a written report describing the efforts by CTI, or any Affiliates or Sublicensees, to bring one or more
Licensed Products to the marketplace. The report must be in sufficient detail to permit DFCI to monitor CTI’ compliance
with the due diligence provisions of this Agreement.


 


CTI
shall include at least the following in these reports: (a) a summary of CTI’s progress toward meeting the goals and objectives
that had been established for the previous year; (b) a summary of CTI’s goals and objectives for the ensuing year for developing
and commercializing Licensed Products, including an identification of Licensed Products that CTI intends to develop, if any; and
(c) to the extent not covered by the foregoing, a summary of CTI’s progress in meeting the Milestone timelines above.


 


If
multiple technologies are covered by this Agreement, the progress report must provide the information set forth above for each
Licensed Product.


 


3.5           Failure
to Perform. CTI’s failure to use commercially reasonable efforts to perform any due diligence requirement provided in
Section 3.1 through 3.4 is grounds for DFCI to terminate this Agreement according to Section 10.2(d); provided that DFCI shall
only have the right to terminate this Agreement with respect to the specific Licensed Product for which such failure is claimed
and the License shall remain in full force and effect for the remaining Licensed Products. In the alternative, DFCI may convert
the exclusive licenses granted under this Agreement to a non-exclusive license, as further provided in Section 3.6, as to the
specific Licensed Product for which such failure is claimed.


 


3.6           Conversion
to Non-exclusive License. If the exclusive license granted under this Agreement is converted to a non-exclusive license for
any Licensed Product, this Agreement is automatically amended as follows as it relates to such Licensed Product; (a) the exclusive
license of Section 2.1 becomes a non-exclusive license, (b) CTI loses the right to grant sublicenses under Section 2.3; provided
that any sublicense granted prior to such conversion shall continue and not be affected by such conversion, (c) the obligations
of Sections 3.1 through 3.4 continue to apply, (d) the obligation under Section 3.10 no longer applies, (e) CTI has no further
rights or obligations under Article VI; provided that DFCI shall keep CTI apprised of any new filings of patent applications and
issuance of patents that fall within the DFCI Patents, and (f) DFCI has the sole right to pursue apparent infringements and the
terms of Article VI no longer apply.


 






    	 	13	 



     


    

 


3.7           Costs
and Expenses. As between DFCI and CTI, CTI shall be solely responsible for all costs and expenses related to Development,
manufacture and Commercialization of the Licensed Products, including without limitation costs and expenses associated with all
preclinical activities and clinical trials, and all regulatory filings and proceedings relating to Licensed Product.


 


3.8           .Patent
Marking. CTI agrees that with respect to each unit or package of Licensed Products sold in a given country, CTI shall comply
with the customary patent marking laws and practices of such country as to the applicable DFCI Patents.


 


3.9           Trademarks.
As between DFCI and CTI, CTI shall have the sole authority to select trademarks for Licensed Products and shall own all such trademarks.
DFCI does not grant CTI the right to use any trademarks of DFCI or its Affiliates.


 


3.10         U.S.
Manufacture. CTI shall manufacture Licensed Products leased, used or sold in the United States substantially in the
United States as required by 35 U.S.C. 204 and 37 C.F.R. 401 et. seq., as amended. CTI shall also require any
Affiliate(s) or Sublicensee(s) to comply with this U.S. manufacture requirement. Notwithstanding the foregoing, if CTI or its
Affiliate(s) or Sublicensee(s) determines that it is not commercially feasible or reasonable to manufacture such Licensed
Products in the United States or determines that it is necessary to have additional manufacturers outside the United States
for back-up supply or to supply Licensed Products outside the United States, then DFCI agrees to make reasonable efforts to
assist CTI, or its Affiliate(s) or Sublicensee(s), as applicable, at CTI’ expense, in obtaining any necessary
permission from the appropriate government authorities to manufacture such Licensed Products outside the United States.


 


3.11         Other
Government Laws. CTI shall comply with, and ensure that its Affiliates and Sublicensees comply with, all government statutes
and regulations that relate to Licensed Products. These include but are not limited to FDA statutes and regulations, the Export
Administration Act of 1979, as amended, codified in 50 App. U.S.C. 2041 et seq. and the regulations promulgated thereunder or
other applicable export statutes or regulations.


 


3.12         Publicity.
CTI, its Affiliate and Sublicensees are not permitted to use the names of DFCI, its related entities or its employees, or any
adaptations thereof, in any advertising, promotional or sales literature, or in any securities report required by the Securities
and Exchange Commission (except as required by law), without the prior written consent of DFCI in each case. However CTI may (a)
refer to publications in the scientific literature by employees of DFCI or (b) state that a license from DFCI has been granted
as provided in this Agreement.


 


3.13         Other
Agreements. In the event that CTI determines to conduct a clinical trial of a Licensed Product in the Field of Use in the
United States, CTI shall consider in good faith and discuss with DFCI the potential of engaging DFCI to serve as a clinical site
for such clinical trial; provided that (a) DFCI has the appropriate expertise and patient population to conduct the clinical trial,
and (b) DFCI is economically competitive with other sites having substantially similar expertise and patient populations to conduct
such clinical trial.


 




    	 	14	 



     


    

 


ARTICLE
IV


REGULATORY
MATTERS


 


4.1
           Regulatory Filings. As between CTI and DFCI, CTI
(or its applicable Affiliate) shall own and maintain all regulatory filings made after the Effective Date for Licensed Products
and all Regulatory Approvals for Licensed Products. Once per year, representatives from DFCI may visit CTI and review all such
regulatory filings, provided such representatives do not have a conflict of interest or involvement with any competitive companies
or technologies and agree to CTI’s confidentiality agreement.


 


ARTICLE
V


Financial
Provisions


 


5.1           Upfront
Fee. Within thirty (30) days of the Effective Date, CTI shall pay DFCI an up-front, non-creditable, non-refundable license
fee in the amount of One Million Dollars ($1,000,000).


 


5.2           Maintenance
Fee. Within thirty (30) days following the second anniversary of the Effective Date and each anniversary thereafter, CTI shall
pay DFCI an annual license maintenance fee in the amount of *
Dollars ($*). Such fees are creditable against milestone payments due pursuant to Section 5.8, royalties due pursuant
to Section 5.9 or Sublicense Revenue Share Payments (as defined in Section 5.11).


 


5.3           Equity.
Within thirty (30) days after the Effective Date, CTI shall issue to DFCI five percent (5%) of the common stock of CTI on a Fully-Diluted
Basis (as defined below), after giving effect to such issuance (collectively, the “Shares”), provided, however, that
DFCI shall execute a Share Purchase Agreement in a form mutually agreeable to DFCI and CTI. The Shares shall be of the same class
(and be subject to the same rights) as the shares issued to CTI’s non-corporate founders, which is CTI’s common stock.
It is acknowledged that the corporate founders will receive class A common stock, which is identical to the common stock but for
super majority voting rights.


 


5.4           Equity
Representations and Warranties. CTI hereby represents and warrants to DFCI that:


 


(a)          the
capitalization table attached hereto as Appendix X (the “Cap Table”) sets forth all of the outstanding capital stock
of CTI on a Fully-Diluted Basis as of the Effective Date of this Agreement;


 


(b)          Other
than as set forth in the Cap Table, as of the Effective Date, there are no outstanding shares of capital stock, convertible securities,
outstanding warrants, options or other rights to subscribe for, purchase or acquire from CTI any capital stock of CTI and there
are no contracts or binding commitments providing for the issuance of, or the granting of rights to acquire, any capital stock
of CTI or under which CTI is, or may become, obligated to issue any of its securities; and


 



 






*
Confidential material redacted
and filed separately with the Commission.


 







    	 	15	 



     


    

 


(c)          the
Shares, when issued pursuant to the terms hereof, shall, upon such issuance, be duly authorized, validly issued, fully paid and
non-assessable.


 


5.5           Equity
Anti-Dilution. If, at any time, prior to the achievement of the Funding Threshold (as defined below), CBI issues Additional
Securities (as defined below), CBI shall issue additional shares of common stock to DFCI such that DFCI’s shareholdings
in CBI shall not fall below five percent (5%), on a Fully Diluted Basis, as calculated after giving effect to the dilutive issuance
(the “Anti-Dilution Shares”). Any issuances of Anti-Dilution Shares shall be in partial consideration for the license
granted under the Agreement and DFCI shall not be required to pay any further consideration for such shares. Such issuances shall
continue until such time as CTI has achieved the Funding Threshold. Thereafter, no additional Anti-Dilution Shares shall be due
to DFCI pursuant to this Section 5.5 and DFCI's shareholdings in CTI will be subject to dilution.


 


5.6           Equity
Definitions. The following terms shall have the following meanings:


 


(a)          “Additional
Securities” shall mean shares of capital stock, convertible securities, warrants, options or other rights to subscribe for,
purchase or acquire from CBI any capital stock of CTI, except shares issued to employees, directors or consultants provided that
such shares are issued pursuant to a stock option plan approved by CTI and provided further that the transaction is primarily
for non-financing purposes.


 


(b)          “Fully
Diluted Basis” shall mean, as of a specified date, the number of shares of common stock of CTI then outstanding (assuming
conversion of all outstanding stock other than common stock into common stock) plus the number of shares of common stock of CTI
issuable upon exercise or conversion of then outstanding convertible securities, options, rights or warrants of CTI (which shall
be determined without regard to whether such securities are then vested, exercisable or convertible) but shall exclude shares
issued to employees, directors or consultants provided that such shares are issued pursuant to a stock option plan approved by
CTI and provided further that the transaction is primarily for non-financing purposes.


 


(c)          “Funding
Threshold” shall mean a total gross investment, since the date of CTI’s incorporation, of Ten Million U.S. Dollars
($10,000,000) in cash in exchange for CBI capital stock.


 


5.7           Equity
Participation Rights. Until an IPO, DFCI shall, in addition, have the opportunity to participate on a pro-rata basis as an
investor in any additional rounds of equity raised by CTI. Until an IPO, if CTI proposes to sell any equity securities or securities
that are convertible into equity securities of CTI (excluding customary exceptions, such as (but not limited to) the grant or
issuance of compensatory equity to employees, consultants, etc., equity issuances in connection with strategic transactions, vendor
financing, loans, etc.), then DFCI and/or its Assignee (meaning (a) any entity to which DFCI’s participation rights under
this section have been assigned either by DFCI or another entity, or (b) any entity that is controlled by DFCI will have the right
to purchase up to DFCI’s pro rata share (as of the date of the offering) of the securities issued in each offering on the
same terms and conditions as are offered to the other purchasers in each such financing. CTI shall provide ten days advanced written
notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. DFCI rights under
this Section 5.7 shall terminate upon a public offering covering the offer and sale of any of CTI’s equity to the public
(“IPO”) or acquisition by a Third Party.


 






    	 	16	 



     


    

 


5.8           Milestone
Payments.


 


(a)          Product-based
Milestones. As further partial consideration for DFCI’s grant of the rights and licenses to CTI hereunder, CTI shall
pay to DFCI the following one-time, product-based milestone payments with regard to each Licensed Product (as specifically set
forth below) to achieve the respective event, up to three (3) Licensed Products per product-based milestone. CTI will pay the
relevant milestone payment within 90 days of such achievement.


 


	Product-based Milestones	 	Milestone Payment	 
	*	 	$	*	 
	*	 	$	*	 
	*	 	$	           *	 
	*	 	$	*	 
	*	 	$	*	 
	*	 	$	*	 



 


If any
of the above milestones are triggered as a result of a combination approval of two or more Licensed Products or combination clinical
trial of two or more Licensed Products, only one milestone payment shall be due to DFCI as if the combination was a single Licensed
Product.


 


b.           Aggregate
Net Sales Achievement Milestones: As further consideration for DFCI’s grant of the rights and licenses to CTI hereunder,
CTI shall pay to DFCI the following one-time milestone payments upon first achievement of worldwide Net Sales (as specifically
set forth below) by CTI and its Affiliates and Sublicensees. CTI will pay the relevant milestone payment within 90 days of such
achievement.


 


	Aggregate Net Sales Achievement Milestones	 	 	 
	The first time aggregate worldwide Net Sales for all Licensed Products exceeds $* in any Calendar Year	 	$	*	 
	The first time aggregate worldwide Net Sales for all Licensed Products exceeds $* in any Calendar Year	 	$	*	 
	The first time aggregate worldwide Net Sales for all Licensed Products exceeds $* in any Calendar Year	 	$	*	 



 


 






*
Confidential material redacted and filed separately
with the Commission.


 






    	 	17	 



     


    

 


5.9           Royalty,
Etc. Payments for Licensed Products.


 


(a)          With
respect to Net Sales of all Licensed Products: As further consideration for DFCI’s grant of the rights and licenses to CTI
hereunder, CTI shall pay to DFCI a royalty on aggregate annual worldwide Net Sales of all such Licensed Products by CTI and its
Affiliates and Sublicensees (but excluding Net Sales of a given Licensed Product after its applicable Royalty Term), at the percentage
rates set forth below:


 


	Annual Worldwide Net Sales of All Licensed Products per
 Calendar Year (US Dollars)	 	Incremental
 Royalty Rate	 
	For that portion of Net Sales of such Licensed Products from $* up to and including $*
	 	 	*	%
	For that portion of Net Sales of such Licensed Products from $* up to and including $*
	 	 	*	%
	For that portion of Net Sales of such Licensed Products that is greater than $*	 	 	*	%



 


(b)          In
no event shall the manufacture of a Licensed Product give rise to a royalty/payment in the nature of royalties obligation until
the particular unit of Licensed Product is sold; but if Net Sales of a particular unit of Licensed Product might or might not
be subject to a royalty/payment in the nature of royalties payment (e.g., manufactured in Country A where the Royalty Term has
expired but sold in Country B where the Royalty Term has not expired), the sale shall be deemed to be subject to a royalty/payment
in the nature of royalties payment. For clarity, CTI’s obligation to pay royalties to DFCI under Section 5.9(a) is imposed
only once with respect to the same unit of Licensed Product regardless of the number of DFCI Patents pertaining thereto or the
number of times such Licensed Product has been sold or transferred to a Person.


 


(c)          On
a Licensed Product by Licensed Product and country-by-country basis, upon expiration of the Royalty Term for a Licensed Product
in a country, the rights, licenses and sublicenses granted to CTI hereunder with respect to such Licensed Product in such country
shall continue in effect but become fully paid-up, royalty-free, and perpetual.


 


(d)          In
the event the total royalty burden payable by CTI on Licensed Products exceeds *% (i.e., the total percentage royalties
on net sales payable to DFCI and any Third Person), then CTI may deduct all Third Party Royalties from any royalty amounts due
DFCI hereunder, provided that in no event shall the royalty rates set forth in Section 5.9(a) (as adjusted pursuant to Section
5.9(b)) be reduced by more than *% pursuant to this Section 5.9(d).


 


(e)          In
the event that the DFCI Patents do not contain any Valid Claim Covering the composition of matter for any of the active pharmaceutical
ingredients of a Licensed Product in a particular country, royalties due to DFCI will be reduced by * percent (*%)
of the applicable royalty rate as set forth in Section 5.9(a) for that Licensed Product in such country.


 


(f)          In
the event that a Licensed Product in a country is not Covered by a Valid Claim of a Licensed Patent, royalties with respect to
such Licensed Product in such country shall be reduced by * percent (*%) of the applicable royalty rate
as set forth in Section 5.9(a) and shall be due for the period commencing with the First Commercial Sale of such Licensed Product
in such country and ending * (*) years from date of such First Commercial Sale.


 


 






*
Confidential material redacted
and filed separately with the Commission.


 




    	 	18	 



     


    

 


(g)          Notwithstanding
the above, in no event shall the royalty rates set forth in Section 5.9(a) be reduced under 5.9(d), (e), and (f) above by more
than *%
collectively.


 


5.10         Timing
of Royalty Payment. Royalties/payments in the nature of royalties payable under Section 5.9 shall be payable on actual Net
Sales and shall accrue at the time provided therefor by US GAAP. Royalty/payment in the nature of royalties obligations that have
accrued during a particular Calendar Quarter shall be paid, on a Calendar Quarter basis, within 90 days after the end of each
Calendar Quarter during which the royalty/payment in the nature of royalties obligation accrued; provided that within 50 days
after the conclusion of each Calendar Year CTI shall provide notice to DFCI of any adjustments necessary to account for any royalties/payment
in the nature of royalties which were overpaid or underpaid for such prior Calendar Year’s Calendar Quarters, and the Parties
shall promptly true-up based on such adjustments, provided however, the lapse of such 50-day period shall not impact the right
of CTI to credit any over-payments discovered during an audit against future royalties due under Section


5.9 hereof.


 


5.11         Sublicense
Revenue. CTI shall pay to DFCI * percent (*%) of all Sublicense Revenue received by CTI (“Sublicense
Revenue Share Payments”). Sublicense Revenue Share Payments shall be paid, on a Calendar Quarter basis, within 90 days
after the end of each Calendar Quarter during which the respective Sublicense Revenue is received.


 


5.12         Royalty
Reports and Records Retention. Within 60 days after the end of each Calendar Quarter during which Licensed Products have been
sold, CTI shall deliver to DFCI, together with the applicable royalty/payment in the nature of royalties payment due, a written
report, on a Licensed Product-by-Licensed Product (and specifying non-Covered status, as applicable) and country-by-country basis,
of (a) (a) Number of Licensed Products manufactured and sold by CTI, and any Affiliates or Sublicensees, in each country; (b)
gross invoiced (or otherwise charged) amounts of sales, by CTI and its Affiliates and Sublicensees, of Licensed Products subject
to royalty payments for such Calendar Quarter (and, if non-Covered, subject to royalty/payment in the nature of royalties payments
for such Calendar Quarter), (c) amounts deducted by category (following the definition of Net Sales) from such gross invoiced
amounts to calculate Net Sales, (d) Net Sales subject to royalty or royalty/payment in the nature of royalties payments for such
Calendar Quarter and Calendar Year to date, and (e) the corresponding royalty or royalty/payment in the nature of royalties, and
(f) the nature and amount of Sublicense Revenue received by CTI. Such report shall be deemed “Confidential Information”
of CTI subject to the obligations of Article VII of this Agreement. For three years after each sale of a Licensed Product (whether
Covered or not), CTI shall keep (and shall ensure that its Affiliates and Sublicensees shall keep) complete and accurate records
of such sale in sufficient detail to confirm the accuracy of the royalty or royalty/payment in the nature of royalties calculations
hereunder.


 


5.13         Sale
Event Payment. Upon the occurrence of a Liquidation Event, CTI shall pay DFCI a one-time fee within thirty (30) days of the
closing of such Liquidation Event (the “Sale Event Payment”), the amount of which shall be dependent on the
date of such closing, as follows:


 


 






*
Confidential material redacted and filed separately
with the Commission.


 






    	 	19	 



     


    

 


	Date of Closing of Sale Event	 	Fee	 
	If such closing occurs prior to the second anniversary of the Effective Date	 	$	*	 
	If such closing occurs on or after the second anniversary of the Effective Date but before the third anniversary of the Effective Date	 	$	*	 
	If such closing occurs on or after the third anniversary of the Effective Date but before the fourth anniversary of the Effective Date	 	$	*	 
	If such closing occurs on or after the fifth anniversary of the Effective Date but before the expiration or termination of this Agreement	 	$	*	 



 


Notwithstanding
anything to the contrary, the Sale Event Payment is payable only once under this Agreement, with respect to the initial occurrence
thereof, regardless of the number of Sale Events that occur.


 


5.14         Books
and Audits.


 


CTI
shall keep, and shall require its Affiliates and Sublicensees to keep, true books of account containing an accurate record (together
with supporting documentation) of all data necessary for determining the amounts payable to DFCI. CTI shall keep it records at
its principal place of business or the principal place of business of the appropriate division of CTI to which this Agreement
relates and shall require its Affiliates and Sublicenses to keep their books and records in the same manner.


 


(a)          Commencing
on the earlier of (i) the First Commercial Sale (of the first Licensed Product to have a First Commercial Sale) or (ii) receipt
of Sublicense Revenue, and continuing until one Calendar Year after the conclusion of the final Royalty Term, upon the written
request of DFCI, and not more than once in each Calendar Year, CTI shall permit, shall cause its Affiliates to permit, an independent
certified public accounting firm of nationally recognized standing selected by DFCI (who has not been engaged by DFCI to provide
services in any other capacity at any time during the three-year period before such selection), and reasonably acceptable to CTI
or such Affiliate, to have access to and to review, during normal business hours upon reasonable prior written notice, the applicable
records of CTI and its Affiliates to verify the accuracy of the royalty payments and Sublicense Revenue Share Payments. Such review
may cover: (i) the records for the Calendar Year ending not more than three years before the date of such request, and (ii) only
those periods that have not been subject to a prior audit.


 


(b)          If
such accounting firm concludes that additional amounts were owed during such period, CTI shall pay the additional royalties and/or
royalties/payment in the nature of royalties within 15 days after the date such public accounting firm delivers to CTI such accounting
firm’s written report. If such accounting firm concludes that an overpayment was made, such overpayment shall be fully creditable
against amounts payable in subsequent payment periods. If CTI disagrees with such calculation, CTI may contest such calculation
in writing – at which point the parties will work in good faith to submit the matter to a mediator fo resolution.
If the parties are unable to reach an agreement via mediation, then CTI may initiate a court action to seek to recover the additional
payment or to increase the amount of credit or reimbursement. DFCI shall pay for the cost of any audit by DFCI, unless CTI has
underpaid DFCI by 5% or more for a specific royalty period, in which case CTI shall pay for the reasonable costs of audit, as
well as any additional sum that would have been payable to DFCI had the CTI reported correctly, plus interest as set forth in
Section 5.16.




 





 



*
Confidential material redacted and filed separately
with the Commission.


 










    	 	20	 



     


    

 


(c)          Each
Party shall treat all information that it receives under this Section 5.12 in accordance with the confidentiality provisions of
Article VII of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with
the audited Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality
agreement, except to the extent necessary for a Party to enforce its rights under the Agreement.


 


5.15         Mode
of Payment and Currency. All payments to DFCI under this Agreement, whether or not in respect of Net Sales or milestone events,
shall be made by deposit of US Dollars in the requisite amount to the following, which DFCI may from time to time amend by advance
written notice to CTI.


 


by check:


Fiscal
Manager


Office
of Research and Technology Ventures Dana Farber Cancer Institute


450 Brookline
Ave.


Boston,
MA 02215


Ref:
*


 


by wire transfer:


 


Bank:
Bank of America


Bank
Address: 100 Federal Street, Boston, MA 02110 Account #*


ABA #*


Reference:
*


 


Conversion
of sales or expenses recorded in local currencies to Dollars will be performed in a manner consistent with CTI’s normal
practices used to prepare its audited financial statements for external reporting purposes, provided that such practices use a
widely accepted source of published exchange rates. Based on the resulting Net Sales in US Dollars, the then applicable royalties/payment
in the nature of royalties shall be calculated.


 


 






*
Confidential material redacted and filed separately
with the Commission.


 






    	 	21	 



     


    

 


5.16         Late
Payments. If a Party does not receive payment of any sum due to it on or before the due date therefor, simple interest shall
thereafter accrue on the sum due to such Party from the due date until the date of payment at a rate equal to the lesser of (a)
US dollar one- month LIBOR plus 300 basis points, or (b) the maximum rate permissible under applicable Law. Accrual and payment
of interest shall not be deemed to excuse or cure breaches of contract arising from late payment or nonpayment. Waiver or deferral
by DFCI of any payment owed under any paragraph under this Article V may not be construed as a waiver or deferral of any subsequent
payment owed by CTI to DFCI.


 


5.17         Taxes.
All amounts due hereunder exclude all applicable sales, use, and other taxes and duties, and CTI shall be responsible for
payment of all such taxes (other than taxes based on DFCI’s income) and duties and any related penalties and interest, arising
from the payment of amounts due under this Agreement. The Parties agree to cooperate with one another and use Commercially Reasonable
Efforts to avoid or reduce tax withholding or similar obligations in respect of royalties, payments in the nature of royalties,
milestone payments, and other payments made by CTI to DFCI under this Agreement. To the extent CTI is required to withhold taxes
on any payment to DFCI, CTI shall pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly
transmit to DFCI official receipts issued by the appropriate taxing authority and/or an official tax certificate, or such other
evidence as DFCI may reasonably request, to establish that such taxes have been paid. DFCI shall provide CTI any tax forms that
may be reasonably necessary in order for CTI to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral
income tax treaty. DFCI shall use Commercially Reasonable Efforts to provide any such tax forms to CTI at least 45 days before
the due date for any payment for which DFCI desires that CTI apply a reduced withholding rate. Each Party shall provide the others
with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding taxes, value added taxes, or
similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing
such withholding tax or value added tax. DFCI shall indemnify and hold CTI harmless from and against any penalties, interest or
other tax liability arising from any failure by CTI (at the express request of DFCI) to withhold or by reduction (at the express
request of DFCI) in its withholding.


 


5.18         Currency
Conversion. If any currency conversion is required in connection with any payment owed to DFCI, the conversion will be made
at the buying rate for the transfer of such other currency as quoted by the Wall Street Journal on the last business day of the
applicable accounting period in the case of any payment payable with respect to a specified accounting period or, in the case
of any other payment, the last business day before the date the payment is due.


 


ARTICLE
VI


Patents


 


6.1           Patent
Prosecution and Maintenance.


 


(a)          DFCI
Patents. DFCI shall use commercially reasonable efforts to file, prosecute and maintain DFCI Patents in DFCI’s name.
CTI shall bear the cost of all reasonable, documented patent expenses incurred prior to the Effective Date and associated with
the filing, prosecuting, and maintenance of all patent applications and patents included within the DFCI Patents, and such amounts
shall be due to DFCI within thirty (30) days of the Effective Date. The amount owed for Past Patent Expenses incurred as of February
10, 2015 is $215,959.77. CTI shall bear the cost of all reasonable, documented patent expenses incurred on or after the Effective
Date, continuing for the life of this Agreement, and associated with the filing, prosecuting, and maintenance of all patent applications
and patents included within the DFCI Patents. Said amounts for on-going patent expenses shall be paid to DFCI within thirty (30)
days of CTI’s receipt of an invoice from DFCI Patents. Notwithstanding the foregoing, if DFCI grants any third party a license
to any patent or patent application included within the DFCI Patents, CTI’s obligation to bear ongoing patent costs shall
be reduced by a pro rata amount, based on the number of licensees having rights with respect to such patent or patent application.


 






    	 	22	 



     


    

 


(b)          New
or Revised Applications. DFCI will, upon forming an intention to file or revise one or more patent applications which are
DFCI Patents subject to the License grant in Article II, promptly inform CTI of such intention, and will provide CTI with the
opportunity to comment on the content of such DFCI patent application before so filing or revising. DFCI shall consider any such
reasonable CTI comments in good faith.


 


(c)          Liaising.
DFCI shall keep CTI promptly and regularly informed of the course of the filing and prosecution of DFCI Patents or related
proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in a timely manner, and
to reasonably take into consideration the advice and recommendations of CTI.


 


(d)          Election
Not to File/Prosecute/Maintain DFCI Patents. CTI acknowledges and agrees that DFCI shall not be required to file, prosecute
or maintain the DFCI Patents, provided, however, if DFCI decides to not pursue or maintain any such DFCI Patents then DFCI shall
provide CTI with at least 30 days’ notice before discontinuing the filing, prosecution or maintenance of such DFCI Patents
so that CTI may assume responsibility for such activities in DFCI’s name but at CTI’s expense. In such event, CTI
will no longer owe any royalty obligation on account of such (country-level) DFCI Patents assumed by CTI. Similarly, to the extent
CTI does not want to continue funding the patent costs of any portion of DFCI Patents, then such portion of DFCI Patents will
no longer be included as DFCI Patents.


 


6.2           Certification
under Drug Price Competition and Patent Restoration Act. Each of DFCI and CTI shall provide within a reasonable time written
notice to the other of any certification of which they become aware filed pursuant to 21 U.S.C. Section 355(b)(2)(A) (or any amendment
or successor statute thereto) claiming that any DFCI Patents covering a Licensed Product, or the manufacture or use of each of
the foregoing, are invalid or unenforceable, or that infringement will not arise from the manufacture, use or sale in the US of
a Licensed Product by a Third Party.


 


6.3           Listing
of Patents. CTI shall have the sole right to determine which of the DFCI Patents, if any, shall be listed for inclusion in
the Approved Drug Products with Therapeutic Equivalence Evaluations publication pursuant to 21 U.S.C. Section 355, or any successor
Law in the United States, together with any comparable Laws in any other country. DFCI will co- operate with CTI to list any of
said DFCI Patents.


 






    	 	23	 



     


    

 


6.4           Enforcement
of Patents.


 


(a)          Notice.
If either DFCI or CTI believes that a DFCI Patent is being infringed in the Field by a Third Party or if a Third Party claims
that any DFCI Patent is invalid or unenforceable, the Party possessing such knowledge or belief shall notify the other and provide
it with details of such infringement, misappropriation or claim that are known by such Party.


 


(b)          Action
by DFCI.


 


(i)          Procedure.
DFCI is responsible for enforcing its DFCI Patents and prosecuting apparent infringers when, in its judgment, such action
may be reasonably necessary and justified. CTI may request DFCI to take steps to protect the DFCI Patents from an apparent infringement.
However, before DFCI must respond to the request, CTI shall supply DFCI (i) an opinion of qualified legal counsel demonstrating
to DFCI's reasonable satisfaction that an infringement of the DFCI Patents exists in a particular country and (ii) with written
evidence demonstrating to DFCI’s reasonable satisfaction that a Substantial Infringement of the DFCI Patents exists in a
particular country (“Substantial Infringer”).


 


(ii)         DFCI
has three months from the date of receiving satisfactory written evidence from CTI of a Substantial Infringement to decide whether
it will seek to terminate the Substantial Infringement. DFCI shall give CTI notice of its decision by the end of this three-month
period. If DFCI notifies CTI that it intends to prosecute the alleged infringer, then DFCI has six (6) months from the date of
its notice to CTI to either (a) cause the Substantial Infringement to terminate or (b) initiate legal proceedings against the
infringer. If any such suit is brought by DFCI in its own name, or jointly with CTI if required by law, it will be at DFCI’s
expense and on its own behalf, but DFCI shall not be obligated to bring more than one such suit at a time.


 


(iii)        CTI’s
Right to Join. CTI independently has the right to join any legal proceeding brought by DFCI under this Section 6.4 and fund
up to fifty percent of the cost of the legal proceeding from the date of joining. If CTI elects to join as a party plaintiff pursuant
to this paragraph 6.4(b)(iii), CTI may jointly participate in the action with DFCI, but DFCI’s counsel will be lead counsel.


 


(c)          Action
by CTI.


 


(i)          Procedure.
If DFCI notifies CTI within the first three-month period that it does not intend to prosecute the Substantial Infringement
or, if DFCI fails to cause the Substantial Infringement to terminate or bring legal proceeding to compel termination within six
(6) months of the date of its notice to CTI, then CTI may initiate legal proceedings against the alleged infringer, at CTI’s
expense according to the terms of this Section 6.4. Before CTI commences any legal proceeding with respect to the Substantial
Infringement, CTI shall consider in good faith the views of DFCI, particularly as they relate to the potential effects on the
public interest. CTI has the right to join DFCI as a party-plaintiff if required by law, at CTI’s expense.


 


(ii)         DFCI’s
Right To Join. DFCI independently has the right to join any legal proceeding brought by CTI under this Section 6.4 and fund
up to fifty percent of the cost of the legal proceeding from the date of joining. If DFCI elects to join as a party plaintiff
pursuant to this Section 6.4, DFCI may jointly participate in the action with CTI, but CTI’s counsel will be lead counsel.


 






    	 	24	 



     


    

 


(iii)        Reduction
of Royalties. If CTI initiates legal proceedings under this Section 6.4 in any country and DFCI does not independently join
the proceeding, License may deduct up to *
percent (*%) of CTI’s documented costs and expenses of the proceeding (including reasonable attorney fees) from
running and minimum royalties payable to DFCI under Section 5.9(a) of this Agreement from sales of Licensed Products covered by
the patent(s)-in suit. However, CTI may not reduce DFCI’s royalty payments by more than * percent of the amount
otherwise due under Article V. If * percent (*%) of CTI’s costs and expenses exceed the amount of
royalties deducted by CTI for any calendar year, CTI may, to that extent, reduce the royalties due to DFCI in succeeding calendar
quarters for so long as CTI is actively engaged in legal proceedings to terminate the Substantial Infringement. However, CTI may
not reduce total royalties due to DFCI in a given calendar quarter by more than * percent (*%). CTI’s
right to reduce royalty payments to DFCI under this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement
continues.


 


(iv)        Settlement.
Regardless of whether DFCI is joined or joins any legal proceeding initiated by CTI, no settlement, consent judgment
or other voluntary final disposition of the legal proceeding may be entered into without the consent of DFCI.


 


6.5           Cooperation.
If one party initiates legal proceedings to enforce the DFCI Patents pursuant to this Article VI, the other party shall cooperate
with and supply all assistance reasonably requested by the party initiating the proceedings, at the initiating party’s request
and expense.


 


6.6           Distribution
of Amounts Paid by Third Parties. Any amounts recovered by the Party initiating an Action pursuant to this Section 6.6, whether
by settlement or judgment, shall be allocated in the following order: to reimburse the Parties for all out-of-pocket costs and
expenses incurred in connection therewith, including attorneys’ fees. If such recovery is insufficient to cover all such
costs and expenses of both Parties, it will be shared pro-rata in proportion to the relative amount of such costs and expenses
incurred by each Party. If after such reimbursement any funds remain from such damages, the remaining amount of such recovery
shall be allocated CTIas follows: the portion thereof attributable to “lost sales” shall be retained by CTI and shall
be deemed to be Net Sales for the Calendar Quarter in which the amount is actually received by CTI and CTI shall pay to DFCI a
royalty on such portion based on the royalty rates set forth in Section 5.9(a), and the portion thereof not attributable to “lost
sales” shall be allocated 50% to DFCI and 50% to CTICTI.


 


6.7           Declaratory
Judgment Actions. In the event that any third party initiates a declaratory judgment action alleging the invalidity or unenforceability
of the DFCI Patents, or if any third party brings an infringement action against CTI or its Affiliates or Sublicensees because
of the exercise of the rights granted CTI under this Agreement, then CTI shall have the right to defend such action under its
own control and at its own expense; provided, however, that the parties shall mutually agree that DFCI may assume control of such
defense, at its own expense, if DFCI in good-faith believes that assuming control of such defense is beneficial to the Parties.
CTI shall NOT enter into any settlement, consent judgment or other voluntary final disposition of any action under this Section
6.7 without the consent of the other party, which consent shall not be unreasonably withheld unless the settlement includes any
express or implied admission of liability or wrongdoing on DFCI's part, in which case DFCI's right to grant or deny consent is
absolute and at its sole discretion. Any recovery shall be first applied to reimburse each party pro rata for any out-of pocket
expenses it may have incurred with respect to defense of such action and the remainder shall be retained entirely by the party
controlling the action; provided, however, that any recovery for infringement will be distributed as described in Section 6.6.


 


 






*
Confidential material redacted
and filed separately with the Commission.


 






    	 	25	 



     


    

 


ARTICLE
VII


CONFIDENTIALITY


 


7.1           Definitions.
CTI and DFCI each recognizes that during the Term, it may be necessary for a Party (the “Disclosing Party”)
to provide Confidential Information (as defined herein) to another Party (the “Receiving Party”) that is highly
valuable, the disclosure of which would be highly prejudicial to such Party. The disclosure and use of Confidential Information
shall be governed by the provisions of this Article VII. Neither CTI nor DFCI shall use the other’s Confidential Information
except as expressly permitted in this Agreement. For purposes of this Agreement, “Confidential Information”
means all information (including information relating to the business, operations and products of a Party or any of its Affiliates)
disclosed by the Disclosing Party to the Receiving Party and which reasonably ought to have been understood to be confidential
and/or non-public information at the time disclosed to the Receiving Party, or which is designated in writing by the Disclosing
Party as “Confidential” (or equivalent), or which when disclosed orally to the Receiving Party is declared to be confidential
by the Disclosing Party and is so confirmed in a writing delivered to the Receiving Party within 30 days after such oral disclosure,
including but not limited to any technical information, Know-How, trade secrets, or inventions (whether patentable or not), that
such Party discloses to another Party under this Agreement, or otherwise becomes known to another Party by virtue of or that relates
to this Agreement. Obligation. DFCI and CTI agree that they will disclose the other Party’s Confidential Information
to its own (or its respective Affiliate’s, or with respect to CTI, its Sublicensees’) officers, employees, consultants
and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance
with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent
with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information
of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure
to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non- disclosure/nonuse agreement
no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party
(or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate
or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use
Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall
take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to
preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon
expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing
Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including
all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies
that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials
solely to be able to monitor its obligations that survive under this Agreement.


 






    	 	26	 



     


    

 


7.2           Exceptions.
The non-use and non-disclosure obligations set forth in this Article VII shall not apply to any Confidential Information, or portion
thereof, that the Receiving Party can demonstrate by competent evidence:


 


(a)          at
the time of disclosure is in the public domain;


 


(b)          after
disclosure, becomes part of the public domain, by publication or otherwise, through no fault of the Receiving Party or its disclosees;


 


(c)          is
made available to the Receiving Party by an independent Third Party without obligation of confidentiality; provided, however,
that to the Receiving Party’s knowledge, such information was not obtained by said Third Party, directly or indirectly,
from the Disclosing Party hereunder; or


 


(d)          is
independently developed by an employee of the Receiving Party not accessing or utilizing the Disclosing Party’s information.


 


In
addition, the Receiving Party may disclose information that is required to be disclosed by law, by a valid order of a court or
by order or regulation of a governmental agency including but not limited to, regulations of the SEC or in the course of arbitration
or litigation; provided, however, that in all cases the Receiving Party shall give the other party prompt notice of the pending
disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order or confidential-treatment
order preventing or limiting (to the greatest possible extent and for the longest possible period) the disclosure and/or requiring
that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for
which the order was issued.


 


7.3           Third
Party Information. The Parties acknowledge that the defined term “Confidential Information” shall include not
only a Disclosing Party’s own Confidential Information but also Confidential Information of a Third Party which is in the
possession of a Disclosing Party. CTI and DFCI agree not to disclose to the other any Confidential Information of a Third Party
which is in the possession of such Party, unless the other has given an express prior written consent (which specifies the owner
of such Confidential Information) to receive such particular Confidential Information.


 


7.4           Press
Release Announcing the Execution of the License Agreement and Related Disclosures. Either Party may make an initial press
release announcing the execution of this Agreement, including any matter covered by this Agreement, and the Development or Commercialization
of Licensed Products, but such Party shall provide the text of such planned disclosure to the other Party sufficiently in advance
of the scheduled disclosure to afford such other Party a reasonable opportunity to review and comment upon the proposed text and
the timing of such disclosure, and shall consider all reasonable comments of the other Party regarding such disclosure. (Provided,
that no Party shall use the trademark or logo of the other Party, its Affiliates or their respective employee(s) in any publicity,
promotion, news release or public disclosure relating to this Agreement or its subject matter, except as may be required by Law
or required by the rules of an applicable US national securities exchange or except with the prior express written permission
of such other Party, such permission not to be unreasonably withheld.)


 






    	 	27	 



     


    

 


ARTICLE
VIII


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


8.1           Representations
and Warranties. (a) CTI represents and warrants to DFCI, and (b) DFCI
represents to CTI, in each case as of the Effective Date:


 


(a)          Such
Party is a corporation duly organized and validly existing under the Laws of the jurisdiction of its incorporation;


 


(b)          Such
Party has all right, power and authority to enter into this Agreement, and to perform its obligations under this Agreement;


 


(c)          Such
Party has taken all action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations
under this Agreement;


 


(d)          This
Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance
with the terms of this Agreement, except as enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and by general equitable
principles;


 


(e)          To
the best of such party’s knowledge, the execution, delivery and performance of this Agreement by such Party does not conflict
with, breach or create in any Third Party the right to accelerate, terminate or modify any agreement or instrument to which such
Party is a party or by which such Party is bound;


 


(f)          To
the best of such party’s knowledge, all consents, approvals and authorizations from all governmental authorities or other
Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement have been
obtained; and the execution, delivery and performance of this Agreement by such Party does not violate any Law of any Governmental
Body having authority over such Party;


 


(g)          No
person or entity has or will have, as a result of the execution and delivery of or as a result of the transactions contemplated
by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation
as a finder or broker because of any act by such Party or its Affiliates, agents or Sublicensees; and


 


(h)          To
the best of such party’s knowledge, no agreement between it and any Third Party is in conflict with the rights granted to
any other party pursuant to this Agreement.


 




    	 	28	 



     


    

 


8.2           Additional
Representations and Warranties of DFCI. DFCI represents to CTI, to the best of its knowledge as of the Effective Date, that
no consent by any Third Party or Governmental Body is required with respect to the execution and delivery of this Agreement by
DFCI or the consummation by DFCI of the transactions contemplated hereby;


 


8.3           Disclaimer.
Notwithstanding the representations and warranties set forth in this Article VIII, CTI acknowledges and accepts the risks inherent
in attempting to Develop and Commercialize any pharmaceutical product. There is no implied representation that the Licensed Products
can be successfully Developed or Commercialized.


 


8.4           DFCI
MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS
FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, DFCI MATERIALS, DFCI
ANTIBODIES, KNOW-HOW, OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO CTI HEREUNDER AND HEREBY DISCLAIMS THE
SAME.


 


8.5           DFCI
DOES NOT WARRANT THE VALIDITY OF THE DFCI PATENTS LICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE
SCOPE OF THE LICENSED DFCI PATENTS OR THAT SUCH DFCI PATENTS MAY BE EXPLOITED BY CTI, AFFILIATE OR SUBLICENSEE WITHOUT INFRINGING
OTHER PATENTS. DFCI MAKES NO REPRESENTATION THAT DFCI ANTIBODIES, DFCIMATERIALS OR THE METHODS USED IN MAKING OR USING SUCH DFCI
MATERIALS OR DFCI ANTIBODIES ARE FREE FROM LIABILITY FOR PATENT INFRINGEMENT.


 


ARTICLE
IX


INDEMNIFICATION;
LIMITATION OF LIABILITY; INSURANCE


 


Indemnification and
Defense.


 


9.1           CTI
shall indemnify, defend and hold harmless DFCI and its trustees officers, medical and professional staff, employees, and agents
and their respective successors, heirs and assigns (the "Indemnitees"), against any liability, damage, loss or expense
(including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the Indemnitees, or any one of them,
in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but
not limited to action in the form of tort, warranty, strict liability) concerning any product, process or service relating to,
or developed by CTI, its Affiliates or Sublicensees pursuant to (a) any right or license granted under this Agreement or (b) arising
out of any other activities to be carried out by CTI pursuant to this agreement.


 


9.2           CTI's
indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable
to (a) the grossly negligent activities of the Indemnitees, or (b) the intentional wrongdoing or intentional misconduct of the
Indemnitees.


 






    	 	29	 



     


    

 


9.3           CTI
shall, at its own expense, provide attorneys reasonably acceptable to DFCI to defend against any actions brought or filed against
any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully
brought.


 


9.4           If
any such action is commenced or claim made or threatened against DFCI or other Indemnitees as to which CTI is obligated to indemnify
it (them) or hold it (them) harmless, DFCI or the other Indemnitees shall promptly notify CTI of such event. CTI shall assume
the defense of, and may settle, that part of any such claim or action commenced or made against DFCI (or other Indemnitees) which
relates to CTI 's indemnification and CTI may take such other steps as may be necessary to protect it. CTI will not be liable
to DFCI or other Indemnitees on account of any settlement of any such claim or litigation affected without CTI 's consent. The
right of CTI to assume the defense of any action is limited to that part of the action commenced against DFCI and/or Indemnitees
that relates to CTI 's obligation of indemnification and holding harmless.


 


9.5           CTI
shall require any Affiliates or Sublicensee(s) to indemnify, hold harmless and defend DFCI under the same terms set forth in Sections
9.1 – 9.4.


 


9.6           DFCI
shall indemnify, defend and hold CTI and its Affiliates and each of their respective agents, employees, officers and directors
(the “CTI Indemnitees”) harmless from and against any and all actions, judgments, settlements, liabilities,
damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) to the extent
arising out of any and all Claims related to (a) DFCI’s performance of its obligations or exercise (by it or its Affiliates)
of its or their rights under this Agreement; or (b) breach by DFCI of its representations and warranties set forth in Article
VIII or (c) resulting from the gross negligence or willful misconduct of any DFCI Indemnitee; provided, however, that DFCI’s
obligations pursuant to this Section 9.6 shall not apply (x) to the extent that such claims or suits result from the gross negligence
or willful misconduct of any of the CTI Indemnitees or (y) with respect to claims or suits arising out of a breach by CTI of this
Agreement, including without limitation its representations and warranties set forth in Article VIII.


 


Insurance.


 


9.7           At
such time as any product, process or service relating to, or developed pursuant to, this Agreement is being commercially
distributed or sold (other than for the purpose of obtaining regulatory approvals) by CTI or by a Sublicensee, Affiliate or
agent of CTI, CTI shall, at its sole cost and expense, procure and maintain policies of commercial general liability
insurance in amounts not less than $2,000,000 per incident and $2,000,000 annual aggregate and naming the Indemnitees as
additional insureds. Such commercial general liability insurance must provide (a) product liability coverage and (b)
contractual liability coverage for CTI's indemnification under Sections 9.1 through 9.5 of this Agreement. If CTI elects to
self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000
annual aggregate), such self-insurance program must be acceptable to the DFCI and the DFCI's associated Risk Management
Foundation. The minimum amounts of insurance coverage required under these provisions may not be construed to create a limit
of CTI's liability with respect to its indemnification obligation under Sections 9.1 through 9.5 of this
Agreement.


 




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9.8           CTI
shall provide DFCI with written evidence of such insurance upon request of DFCI. CTI shall provide DFCI with written notice at
least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance; if CTI does not obtain replacement
insurance providing comparable coverage within such fifteen (15) day period, DFCI has the right to terminate this Agreement effective
at the end of such fifteen (15) day period without any notice or additional waiting periods.


 


9.9           CTI
shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during
(a) the period that any product, process, or service, relating to, or developed pursuant to, this Agreement is being
commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by CTI or by a Sublicensee,
Affiliate or agent of CTI and (b) a reasonable period after the period referred to in 9.8 (a) above which in no event shall
be less than fifteen (15) years.


 


9.10        CTI
shall require any Affiliates or Sublicensee(s) to maintain insurance in favor of DFCI and the Indemnitees under the same terms
set forth in Sections 9.7 – 9.9.


 


ARTICLE
X


TERM
AND TERMINATION


 


10.1         Term.
The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article
X, shall continue in full force and effect, on a country-by-country and Licensed Product-by-Licensed Product basis until the Royalty
Term in such country with respect to such Licensed Product expires, at which time this Agreement shall expire in its entirety
with respect to such Licensed Product in such country. (The “Term” shall mean the period from the Effective
Date until the earlier of termination of this Agreement as provided in this Article X or expiration of this Agreement upon the
expiration of the last-to- expire Royalty Term.) The Parties confirm that subject to the foregoing sentence, this Agreement shall
not be terminated or invalidated by any future determination that any or all of the DFCI Patents have expired or been invalidated.


 


10.2         Termination
by DFCI. DFCI has the right to immediately terminate this Agreement and all licenses granted hereunder, or at DFCI’s
option to convert the exclusive license granted in Article 2.1 to a non-exclusive license in accordance with Section 3.6, by providing
CTI with written notice of such, upon the occurrence of any of the following events.


 


(a)          CTI’s
Board of Director’s has agreed that CTI will cease to carry on its business with respect to Licensed Products.


 


(b)          CTI
fails to pay when due any undisputed royalty or other undisputed payment that has become due and is payable under Article V of
this Agreement and has not cured the default by making the required payment, together with interest due, within ninety days of
receiving a written notice of default from DFCI requesting such payment.


 




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(c)          An
officer of the CTI is convicted of a felony relating to the manufacture, use, sale or importation of Licensed Products.


 


(d)          CTI
materially breaches any other provision of this Agreement (including but not limited to due diligence obligations under Article
III and insurance obligations under Section 9.7 – Section 9.10), unless CTI has cured the breach within ninety days of receiving
written notice from DFCI specifying the nature of the breach; provided, however, that the due diligence obligations shall be determined
on a Licensed Product by Licensed Product basis.


 


10.3         Termination
for insolvency. DFCI or CTI may terminate this Agreement immediately upon written notice, with no further notice obligation
or opportunity to cure, if DFCI or CTI shall become insolvent, shall make an assignment for the benefit of creditors, or shall
have a petition in bankruptcy filed for or against it (which is not dismissed within 60 days of such filing).


 


10.4         Notwithstanding
Sections 10.2 and 10.3, in the event of a good-faith dispute as to whether any alleged breach, default, failure or any other act
or omission gives rise to a right of termination under this Agreement, is in fact a breach, default, failure or other act or omission
that gives rise to a right of termination under this Agreement, termination of this Agreement in respect of such alleged breach,
default, failure or other act or omission shall not take effect unless and until (y) such dispute is resolved in accordance with
Section 10.7 below in favor of the Party alleging such breach, default, failure or other act or omission or (z) the non-terminating
Party’s denial that the alleged breach, default, failure or other act or omissions is in fact a breach, default, failure
or other act or omission giving rise to a right of termination hereunder ceases to be in good faith.


 


10.5         Termination
by CTI. CTI has the right to terminate this Agreement without cause by giving DFCI one hundred and eighty days prior written
notice in whole or on a Licensed Product by Licensed Product basis. Any milestones achieved by CTI during this one hundred and
eight day period will be due and payable to DFCI.


 


10.6         Effect
of Termination


 


(a)          No
release. Upon termination of this Agreement for any reason, nothing in this Agreement may be construed to release either party
from any obligation that matured prior to the effective date of the termination.


 


(b)          Survival.
The provisions of Section 6.1(a) (patent expenses) Article V (Financial Provisions), Section 3.1.2(Publicity –paragraph
10.6(c) (Inventory), Article IX (Indemnification), Sections 9.7 – 9.10 (Insurance), Article VIII (Representations and Warranties)
and Section 10.7 (Dispute Resolution) survive termination or expiration of this Agreement.


 


(c)          Inventory.
CTI, any Affiliate(s) and any Sublicensees whose sublicenses are not converted as provided in paragraph 10.6(d) below, may,
after the effective date of termination, sell all Licensed Products that are in inventory as of the date of written notice of
termination, and complete and sell Licensed Products which the licensed entity(ies) can reasonably demonstrate were in the process
of manufacture as of the date of written notice of termination, provided that CTI shall pay to DFCI the royalties thereon as required
by Article V and shall submit the reports required by Section 5.10 on the sales of Licensed Products.


 






    	 	32	 



     


    

 


(d)          Sublicenses.
Any sublicenses will terminate contemporaneously with this Agreement; provided, however, that any sublicenses that are not
in default under the sublicense agreement shall, at DFCI’s written approval, survive and remain in full force and effect
so long as the sublicensee agrees to be bound by all of the provisions of this Agreement, if not otherwise already provided for
in the sublicense agreement. Such approval by DFCI shall not be unreasonably withheld and shall not require the payment of additional
consideration.


 


10.7         Dispute
Resolution.


 


(a)          Negotiation
between the Parties. The parties shall first attempt to resolve any controversy that arises from this Agreement, or claim
for breach of the Agreement, by good faith negotiations, first between their respective business development representatives and
then, if necessary, between senior representatives for the parties, such as the Senior Vice- President for Research or President
of DFCI and the CEO or President of CTI.


 


(b)          Non-Binding
Mediation. If the controversy or claim cannot be settled through good faith negotiation between the parties, the parties agree
first to try in good faith to settle their dispute by non-binding mediation under the Mediation Rules of the American Arbitration
Association, before resorting to arbitration, litigation or other dispute resolution procedure.


 


ARTICLE
XI


MISCELLANEOUS
PROVISIONS


 


11.1         Relationship
of the Parties. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, joint venture
or employer-employee relationship between the Parties. No Party shall have any right or authority to commit or legally bind any
other Party in any way whatsoever including, without limitation, the making of any agreement, representation or warranty and each
Party agrees to not purport to do so.


 


11.2         Assignment.


 


(a)          Any
assignment not in accordance with this Section 11.2 shall be void.


 


(b)          No
assignment shall relieve the assigning Party of any of its responsibilities or obligations hereunder.


 


(c)          CTI
may not transfer or assign its rights or licenses or delegate its obligations under this Agreement, in whole or in part, by operation
of law or otherwise, to any Third Party without the prior written consent of DFCI, which consent shall not be unreasonably withheld,
conditioned or delayed; provided that, notwithstanding the foregoing, CTI may assign its rights or licenses and/or delegate its
obligations under this Agreement to an Affiliate or in connection with a Sale Event. As a condition to any permitted assignment
hereunder, the assignee must expressly assume, in a writing delivered to DFCI and signed by a duly authorized officer of the assignee
(and in a form reasonably acceptable to DFCI) all of CTI’s
obligations under this Agreement, whether arising before, at or after the assignment.


 






    	 	33	 



     


    

 


11.3         Further
Actions. Each Party agrees to execute, acknowledge and deliver such further instruments and to do all such other acts as may
be necessary or appropriate in order to carry out the purposes and intent of this Agreement.


 


11.4         Force
Majeure. No Party shall be liable to any other Party or be deemed to have breached or defaulted under this Agreement for failure
or delay in the performance of any of its obligations under this Agreement (other than obligations for the payment of money) for
the time and to the extent such failure or delay is caused by or results from acts of God, earthquake, riot, civil commotion,
terrorism, war, strikes or other labor disputes, fire, flood, failure or delay of transportation, omissions or delays in acting
by a governmental authority, acts of a government or an agency thereof or judicial orders or decrees or restrictions or any other
like reason which is beyond the control of the respective Party. The Party affected by force majeure shall provide the other Party
with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration
of the interference with its activities), and shall use Commercially Reasonable Efforts to overcome the difficulties created thereby
and to resume performance of its obligations hereunder as soon as practicable, and the time for performance shall be extended
for a number of days equal to the duration of the force majeure.


 


11.5         Entire
Agreement of the Parties; Amendments. This Agreement and the Schedules hereto constitute and contain the entire understanding
and agreement of the Parties respecting the subject matter hereof and cancel and supersede any and all prior or contemporaneous
negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject
matter (provided, that any and all previous nondisclosure/nonuse obligations are not superseded and remain in full force and effect
in addition to the nondisclosure/nonuse provisions hereof). Each Party acknowledges that it has not relied, in deciding whether
to enter into this Agreement on this Agreement’s expressly stated terms and conditions, on any representations, warranties,
agreements, commitments or promises which are not expressly set forth within this Agreement. No modification or amendment of any
provision of this Agreement shall be valid or effective unless made in a writing referencing this Agreement and signed by a duly
authorized officer of each Party.


 


11.6         Governing
Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding application
of any conflict of laws principles.


 


11.7         Notices
and Deliveries. Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been sufficiently given if and only if delivered in person, by email or by express courier
service to the Party to which it is directed at its physical or email address shown below or such other physical or email address
as such Party shall have last given by such written notice to the other Party.


 


If
to CTI, addressed to:


 


Checkpoint
Therapeutics, Inc. 

3 Columbus Circle, 15th Floor 

New York, NY 10019


Attention:
Michael S. Weiss, Executive Chairman 

Email: msw@opuspointpartners.com


 






    	 	34	 



     


    

 


If
to DFCI, addressed to:


 


Michelle
Erin Johnson


Dana-Farber
Cancer Institute, Inc.

450 Brookline Avenue, BP304E

Boston, MA 02115


Email:
michelle.e.johnson@outlook.com


Ref:
*


 


11.8         Waiver.
No waiver of any provision of this Agreement shall be valid or effective unless made in a writing referencing this Agreement
and signed by a duly authorized officer of the waiving Party. A waiver by a Party of any of the terms and conditions of this Agreement
in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any other term
or condition hereof.


 


11.9        Rights
and Remedies are Cumulative. Except to the extent expressly set forth herein, all rights, remedies, undertakings, obligations
and agreements contained in or available upon violation of this Agreement shall be cumulative and none of them shall be in limitation
of any other remedy or right authorized in law or in equity, or any undertaking, obligation or agreement of the applicable Party.


 


11.10      Severability.
This Agreement is severable. When possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision of this Agreement is held to be to any extent prohibited by or invalid under
applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating
the remainder of this Agreement (or of such provision). The Parties shall make a good faith effort to replace the invalid or unenforceable
provision with a valid one which in its economic effect is most consistent with the invalid or unenforceable provision.


 


11.11      Third
Party Beneficiaries. Except for the rights of Indemnified Parties pursuant to Article IX hereof and the rights of Sublicensees
set forth in Sections 2.3 and 10.6(d), the terms and provisions of this Agreement are intended solely for the benefit of each
Party hereto and their respective successors or permitted assigns and it is not the intention of the Parties to confer third-party
beneficiary rights upon any other person, including without limitation Sublicensees. The enforcement of any obligation of DFCI
under this Agreement shall only be pursued by CTI or such Indemnified Party, and not Sublicensees (except as set forth in Sections
2.3 and 10.6(d)).


 


11.12      No
Implied License. No right or license is granted to CTI hereunder by implication, estoppel, or otherwise to any know-how, patent
or other intellectual property right owned or controlled by DFCI or its Affiliates, except by an express license granted hereunder.
No right or license is granted to DFCI hereunder by implication, estoppel, or otherwise to any know-how, patent or other intellectual
property right owned or controlled by CTI or its Affiliates, except by an express license granted hereunder.


 


 






*
Confidential material redacted
and filed separately with the Commission.


 






    	 	35	 



     


    

 


11.13      No
Right of Set-Off. Except as expressly provided in Article 5 of this Agreement, CTI shall not have a right to set-off any royalties,
milestones or other amount due to DFCI under this Agreement against any damages incurred by CTI for a breach by DFCI of this Agreement.


 


11.14      Equitable
Relief. Each Party recognizes that the covenants and agreements herein and their continued performance as set forth in this
Agreement are necessary and critical to protect the legitimate interests of the other Party, that the other Party would not have
entered into this Agreement in the absence of such covenants and agreements and the assurance of continued performance as set
forth in this Agreement, and that a Party’s breach or threatened breach of such covenants and agreements may cause the opposed
Party irreparable harm and significant injury, the amount of which will be extremely difficult to estimate and ascertain, thus
potentially making any remedy at law or in damages inadequate. Therefore, each Party agrees that an opposed Party shall be entitled
to seek specific performance, an order restraining any breach or threatened breach of Article VII and all other provisions of
this Agreement, and any other equitable relief (including but not limited to temporary, preliminary and/or permanent injunctive
relief). This right shall be in addition to and not exclusive of any other remedy available to such other Party at law or in equity.


 


11.15      Interpretation.
The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no provision
of this Agreement shall be interpreted for or against a Party because that Party or its attorney drafted the provision.


 


11.16      Construction.
The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” All references herein to Articles, Sections and Schedules shall be deemed references
to Articles and Sections of, and Schedules to, this Agreement unless the context shall otherwise require.


 


11.17      Counterparts.
This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will be
deemed to be one and the same instrument. A facsimile or a portable document format (.pdf) copy of this Agreement, including the
signature pages, will be deemed an original.


 


[the
remainder of this page has been left blank intentionally]


 




    	 	36	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this License Agreement to be executed and delivered by their respective duly authorized
officers as of the day and year first above written.


 


	CHECKPOINT THERAPEUTICS,
    INC.	 
	 	 
	By:	/s/
    Michael S. Weiss	 
	 	 	 
	Name: 	Michael
    S. Weiss	 
	 	 	 
	Title:	Executive
    Chairman	 


 


	DANA -FARBER  CANCER  INSTITUTE,
    INC.


 


	By:	 	 
	 	 	 
	Name: 	0.Prem  Das,
    Ph.D.	 
	 	Chief Research Business Development Officer	 
	Title:	Dana-Farber Cancer Institute	 


 




    	 	37	 



     


    

 


Schedule
1


 


DFCI
Patents


 


CA-IX


 


	Institution

    Number	 	Application

    Number	 	Type
                                         of 

        Patent

        Filing
	 	Application
    

    Date	 	Patent
    

    Issued 

    Number	 	Patent
    

    Issued

    Date	 	Filing
    

    Country	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 
	IP1084.03	 	12/095,773	 	ORD	 	03-Nov-2008	 	8,466,263	 	18-Jun-2013	 	United
    States	 
	*	 	*	 	*	 	*	 	*	 	*	 	*	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 
	*	 	*	 	*	 	*	 	*	 	*	 	*	 
	*	 	*	 	*	 	*	 	*	 	*	 	*	 
	*	 	*	 	*	 	*	 	*	 	*	 	*	 
	*	 	*	 	*	 	*	 	*	 	*	 	*	 


 


PD-L1


 


	Institution

    Number	 	Application

    Number	 	Type
    of

    Patent 

    Filing	 	Application

    Date	 	Patent

        Issued

        Number
	 	Patent
    

    Issued 

    Date	 	Filing
    

    Country	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 


 


GITR


 


	Institution
                                         

        Number
	 	Application
                                         

        Number
	 	Type
                                         of

        Patent

        Filing
	 	Application
                                         

        Date
	 	Patent
                                         

        Issued
        

        Number
	 	Patent

        Issued
        

        Date
	 	Filing
                                         

        Country
	 
	*	 	*	 	*	 	*	 	 	 	 	 	*	 





 


 






*
Confidential material redacted and filed separately
with the Commission.


 






    	 	38	 



     


    

 


Schedule
2


 


DFCI
Know-How


 


		•	*



		•	*



		•	*



		•	*



		•	*



		•	*



		•	*



		•	*



		•	*






 


 






*
Confidential material redacted and filed separately
with the Commission.


 






    	 	39	 



     


    

 


Schedule
3 – DFCI Materials


 


*


 


Schedule
4 – DFCI Antibodies


 


Anti-CA-IX


Anti-GITR


Anti-PD-L1



















 


 






*
Confidential material redacted and filed separately
with the Commission.


 






    	 	40