Exhibit 10.21


 





CONFIDENTIAL TREATMENT REQUESTED BY MARKER
THERAPEUTICS, INC. 


 


Portions herein identified by [***] have
been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
A complete copy of this document has been filed separately with the Securities and Exchange Commission.







 





EXCLUSIVE LICENSE AGREEMENT


 


 


Re: BLG 10-001, entitled “Generation
of CTL Lines with Specificity Against Multiple

Tumor Antigens or Multiple Viruses;”

BLG 10-048, entitled “Pepmixes to Generate Multiviral CTLs with Broad Specificity;” and


BLG 16-019 and BLG 16-100, entitled “Immunogenic
Antigen Identification from a Pathogen


and Correlation to Clinical Efficacy”


 


This Exclusive License
Agreement (hereinafter called this “Agreement”), to be effective as of the 16th day of March, 2018
(hereinafter called the “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called
“BCM”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas
77030, and Marker Therapeutics, Inc., a corporation organized under the laws of Delaware and having a principal place of business
at 33 5th Avenue N.W., New Brighton, Minnesota (hereinafter, referred to as “LICENSEE”).


 


WITNESSETH:


 


WHEREAS, BCM’s mission is to advance
human health through the integration of education, research, patient care and community service; and


 


WHEREAS, BCM is the owner of the Subject
Technology and Patent Rights as defined below; and


 


WHEREAS, BCM is willing to grant a royalty
bearing, worldwide, exclusive license to BCM’s rights in the Subject Technology and Patent Rights to LICENSEE on the terms
set forth herein; and


 


WHEREAS, LICENSEE desires to obtain said
exclusive license under BCM’s rights in the Subject Technology and Patent Rights.


 


NOW, THEREFORE, for and in consideration
of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto expressly agree as follows:


 


 1.              DEFINITIONS AS USED HEREIN




 


1.1              
The term “Affiliates” shall mean any Person, directly or indirectly, controlling, controlled by or under common
control with such Person, for so long as such control exists. For purposes of this definition, “control” means: (a)
direct or indirect ownership of at least fifty percent (50%) of the entity’s common stock or other ownership interest having
the right to vote for the election of directors of such corporate entity or (b) the possession, directly or indirectly, of the
power to direct, or cause the direction of, the management or policies of such entity, whether through the ownership of voting
securities, by contract or otherwise.


 


1.2              
The term “Agreement” shall have the meaning given such term in the first paragraph of this Agreement.


 






    	 	-1-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


1.3              
The term “Agreement Date” shall have the meaning given such term in the first paragraph of this Agreement.


 


1.4              
The term “Annual Progress Report” shall have the meaning given such term in Section 5.1.


 


1.5              
The term “Applicable Law” shall mean any United States federal, state, local or foreign law, statute, standard,
ordinance, code, rule, regulation, resolution or promulgation, or any governmental order, or any license, franchise, permit or
similar right granted under any of the foregoing, or any similar provision having the force or effect of law.


 


1.6              
The term “BCM” shall have the meaning given such term in the first paragraph of this Agreement.


 


1.7              
The term “BCM Claims” shall have the meaning given such term in Section 16.1(i).


 


1.8              
The term “BCM Developers” shall mean the following:


 


(i)           
BLG 10-001, entitled “Generation of CTL Lines with Specificity Against Multiple Tumor Antigens or Multiple Viruses,”
Ann Leen, Cliona M. Rooney, Ulrike Gerdemann, Juan F. Vera Valdes;


 


(ii)           
BLG 10-048, entitled “Pepmixes to Generate Multiviral CTLs with Broad Specificity,” Ann Leen, Juan F. Vera Valdes,
Cliona Rooney, Ulrike Gerdemann;


 


(iii)           
BLG 16-019, entitled “Immunogenic Antigen Identification from a Pathogen and Correlation to Clinical Efficacy,”
Ann Marie Leen, Pailbel Aguayo-Hiraldo, Ifigeneia Tzannou, Juan F. Vera Valdes; and


 


(iv)           
BLG 16-100, entitled “Immunogenic Antigen Identification from a Pathogen and Correlation to Clinical Efficacy,”
Ann Marie Leen, Sarah Kogan Nicholas, and Ifigeneia Tzannou.


 


1.9              
The term “Commercially Reasonable Efforts” means with respect to the performing Party, its Affiliates and its
Sublicenses, a level of efforts and resources, not less than reasonable efforts and resources, that is consistent with the efforts
and resources utilized by Persons of similar size, type and stage of development to develop and commercialize products similar
to the Licensed Products, as applicable, and would typically devote to a product or compound owned by it or to which is has the
rights of the type it has hereunder, taking into account scientific and commercial factors, including the competitiveness of alternative
third party products in the marketplace, the patent or other proprietary position of the Licensed Product(s), the regulatory requirements
involved and the potential profitability of the Licensed Product(s) marketed or to be marketed.


 


1.10          
The term “Confidential Information” shall mean any proprietary and secret ideas, proprietary technical information,
know-how and proprietary commercial information or other similar confidential, non-public or proprietary information that are owned
by the disclosing Party. The term “Confidential Information” is further defined in Section 17.


 






    	 	-2-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


1.11          
The term “Disclosing Party” shall mean the Party disclosing Confidential Information to the other Party.


 


1.12          
The term “Distinct Product” is a Licensed Product for which a separate and distinct Investigational New Drug
(IND) application or Biologics License Application (BLA), or their non-US equivalents, is required by a regulatory authority to
be filed with respect thereto to clinically develop in humans and obtain approval to market such product.  For the avoidance
of doubt, any combination product comprising a Licensed Product on the one hand, and another active agent (whether or not another
Licensed Product), on the other hand, shall be deemed to be a Distinct Product separate from any such Licensed Product, if the
combination product is subject to a separate and distinct IND or BLA, or their non-US equivalents.  For further avoidance
of doubt, a Licensed Product which is administered as a concurrent therapy (and not a combination product) along with another product
which contains a different active agent, wherein each product is subject to a separate IND or BLA (or their non-US equivalents),
shall not be considered a different Distinct Product from the Licensed Product when administered alone.


 


1.13          
The term “Field” shall mean all diagnostic and therapeutic applications
or uses in oncology, including, but not limited to, prophylaxis, adjuvant and treatment.


 


1.14          
The term “GAAP” shall mean generally accepted accounting principles in the United States as in effect from time
to time.


 


1.1            
The term “Indemnified Parties” shall have the meaning given such term in Section 16.1(i).


 


1.15          
The term “Infringement Claim” shall have the meaning given such term in Section 9.9.


 


1.16          
The term “Instituting Party” shall have the meaning given such term in Section 9.7(ii).


 


1.17          
The term “Legal Costs” shall mean all reasonable legal fees and expenses, filing or maintenance fees, assessments
and all other costs and expenses related to prosecuting, obtaining and maintaining patent protection on the Patent Rights in the
United States and foreign countries.


 


1.18          
The term “Licensed Product(s)” shall mean any product, process or service that incorporates, utilizes or is
made with the use of the Subject Technology and/or Patent Rights.


 


1.19          
The term “LICENSEE” shall have the meaning given such term in the first paragraph of this Agreement.


 


1.20          
The term “Liquidity Event” means the first time one of the following occurs: (i) the closing of any sale, consolidation,
merger or other transaction, directly or indirectly, in one or a series of related transactions, in which a “person”
or “group” (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended) acquires securities
of LICENSEE constituting more than fifty percent (50%) of the total voting power of all of the then issued and outstanding securities
of LICENSEE, or (ii) the sale of all or substantially all of the business or assets of LICENSEE; provided, however,
that Liquidity Event shall not include the TapImmune Transaction; and provided, further, that if the TapImmune Transaction
occurs, the term LICENSEE, as used in this definition, shall mean TapImmune Inc. (or any successor thereto).


 






    	 	-3-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


1.21          
 The term “Liquidity Event Proceeds” means the total amount of consideration (including cash, securities or
other property) paid or received, or to be paid or received, by LICENSEE or the equity holders of LICENSEE (including holders of
options, warrants and convertible securities) from or in connection with a Liquidity Event; provided, however, that
any contingent payments will be paid when and if paid to the LICENSEE or the equity holders of LICENSEE. For the purpose of calculating
the value of consideration from or received or receivable in connection with or in anticipation of a Liquidity Event, any securities
(other than a promissory note) will be valued at the time of the closing of the Liquidity Event on the same basis as such fair
market value shall be determined in connection with any fee payable to any investment bank engaged by LICENSEE in connection with
such Liquidity Event; provided, however, that if LICENSEE has not engaged any investment bank in connection with
such Liquidity Event, then any securities will be valued on the following basis: (i) if such securities are traded on a stock exchange,
the securities will be valued at the average last sale or closing price for the ten (10) trading days immediately prior to the
closing of the Liquidity Event; and (ii) if such securities are traded primarily in over-the-counter transactions, the securities
will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten (10) trading day period immediately
prior to the closing of the Liquidity Event. If the TapImmune Transaction occurs, then the term LICENSEE, as used in this definition,
shall mean TapImmune Inc. (or any successor thereto).


 


1.22          
The term “Major Markets” would be any of US, Germany, Italy, France, Spain, The United Kingdom, or Japan.


 


1.23          
The term “Marketing Authorization(s)” shall mean all approvals necessary from the relevant Regulatory Authority
to permit a Party or its sublicense(s) to market and sell a Licensed Product in a particular country, including without limitation
a New Drug Application and Biologics License Application.


 


1.24          
The term “Net Sales” shall mean on a country-by-country and License Product-by-Licensed Product basis, with
respect to any period for each country, the gross amounts invoiced by LICENSEE or its Affiliates
or Sublicensees, (each, a “Selling Party”) to unrelated third parties for sales of a Licensed Product in the
Field in such country, less the following deductions to the extent included in the gross invoiced sales price for such Licensed
Product or otherwise directed paid, incurred, allowed, accrued or specifically allocated, and documented by the Selling Parties
with respect to the sale of such Licensed Product in such country:


 


(i)           
discounts, including customary trade, quantity or cash discounts, credits adjustments or allowances, including those granted
on account of price adjustments, billing errors, rejected or
recalled goods, or damaged goods;


 


(ii)           
rebates and chargebacks allowed, given or accrued (including cash, governmental and managed care rebates, hospital or other
buying group chargebacks, cash and non-cash coupons, retroactive price reductions, and governmental taxes in the nature of a rebated
based on usage levels or sales of such Licensed Product);


 


(iii)           
taxes, including but not limited to sales, excise, turnover, inventory, value-added, import, export, excise (including annual fees due under Section 9008 of the United
States Patient Protection and Affordable Care Action of 2010 (Pub. L. No. 111-48) and other comparable laws) and other taxes,levied on, absorbed, determined or imposed with respect to the sale, production, transportation, import, export, delivery or use of such Licensed Product
(excluding income or net profit taxes or franchise taxes of any kind);


 






    	 	-4-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


(iv)           
reasonable charges for delivery or transportation of Licensed Products to customers through
the use of third party delivery or transportation services, if separately stated.


 


Net Sales will be determined
in accordance with GAAP. Without limiting the generality of the foregoing, transfers of dispositions of a Licensed Product for
charitable, promotional (including samples), pre-clinical, clinical, or regulatory purposes will be excluded from Net Sales, as
will sales or transfers of a Licensed Product among the Selling Parties.


 


Subject to the above
deductions, Net Sales shall be deemed to occur on, and only on, the first sale by a Selling Party to a non-sublicensee third party.
If non-monetary consideration is received by a Selling Party for the Licensed Product in the relevant country, Net Sales will be
calculated based on the average price charged for such Product, as applicable, during the preceding period, or in the absence of
such sales, the fair market value of the Licensed Product, as applicable, as determined by the Parties in good faith.


 


1.25          
The term “Non-Instituting Party” shall have the meaning given such term in Section 9.7(ii).


 


1.26          
The term “Orphan Drug Status” shall mean the period of exclusivity accompanying an orphan drug/medicines designation
granted by a governmental drug regulatory body, such as FDA or EMA.


 


1.27          
The term “Party” shall mean either LICENSEE or BCM, and “Parties” shall mean LICENSEE and BCM.


 


1.28          
The term “Patent Rights” shall mean only BCM’s ownership rights in the patent applications and patents
listed in Appendix A and any and all divisions, reissues, re-examinations, renewals, continuations, continuations-in-part (to the
extent the claims in the continuations-in-part are directed to the subject matter described in the patent applications and patents
listed in Appendix A), substitutions, and all patents granted thereon and extensions thereof, and all other counterpart, pending
or issued patents in all other countries. For the avoidance of doubt, Patent Rights shall also include an exclusive sublicense
in the Field to the exclusive license that BCM received from Wilson Wolf Manufacturing under the Reciprocal Exclusive License Agreement,
attached as Appendix E.


 


1.29          
The term “Person” shall mean any individual or corporation, association, partnership, limited liability company,
joint venture, joint stock or other company, business trust, trust, organization, university, college, governmental authority or
other entity of any kind.


 


1.30          
The term “Receiving Party” shall mean the Party receiving Confidential Information from the other Party.


 


1.31          
The term “Research Collaboration Agreement” shall mean that certain Research Collaboration Agreement to be negotiated
in good faith and signed, within one hundred eighty (180) days from the Agreement Date, between BCM and LICENSEE, encompassing
research related to the Patent Rights or Subject Technology created by BCM during the term of the Research Collaboration Agreement.


 


1.32          
The term “Royalties” shall have the meaning given such term in Section 4.3.


 






    	 	-5-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


1.33          
The term “Sale” shall mean the act of selling, leasing, or otherwise transferring, providing, or furnishing
for use for any consideration. Correspondingly, “Sell” shall mean to make or cause to be made a Sale, and "Sold"
shall mean to have made or caused to be made a Sale.


 


1.34          
The term “Subject Technology” shall mean BCM’s rights in the technical, scientific information, methods,
processes, techniques, data and results, in all cases, whether or not confidential or proprietary, in written, electronic or other
forms, directly related to the Patent Rights, and all BCM Confidential Information developed as of the Agreement Date, by the Developers
related to the Patent Rights, owned and controlled by BCM and supplied by BCM as of the Agreement Date (identified in Appendix
B), or created by BCM during the term of and funded under the Research Collaboration Agreement pertaining to the Field as directed
under the LICENSEE’s sponsored research project to develop the deliverables, together with any progeny, mutants or derivatives
thereof supplied by BCM or created by LICENSEE.


 


1.35          
The term “Sublicensee” shall mean any third party to which LICENSEE or its Affiliates grants any or all of the
rights licensed by BCM to LICENSEE under Section 2.1.


 


1.36          
The term “Sublicensing Revenue” shall mean all (i) cash, (ii) sublicensing fees and (iii) all other payments
and the cash equivalent thereof, which are paid to LICENSEE by the Sublicensees of its rights hereunder, but excluding the following
payments:


 


(i)           
payments made in consideration for the issuance of equity or debt securities of LICENSEE to the extent not exceeding the
fair market value thereof;


 


(ii)           
that portion of payments for direct or fully burdened expenses (collectively not to exceed one hundred fifty percent (150%)
of direct expenses) associated with research or development as calculated in accordance with GAAP, to the extent that such expenses
are incurred after the date of and in connection with
such sublicense;


 


(iii)           
royalties on sales of Licensed Products by the Sublicensee (payment for which has been otherwise provided in Paragraph 4.3);


 


(iv)           
milestone payments for Distinct Products by the Sublicensee (payment for which has been otherwise provided in Paragraph
4.4);


 


(v)           
payments for supply of Licensed Products for use in clinical trials by or on behalf of, or for resale by, the Sublicensee;


 


(vi)           
withholding taxes or other amounts actually
withheld from the amounts paid to LICENSEE; and


 


(vii)           
amounts received in connection with a merger,
consolidation or sale of substantially all of the business or assets of LICENSEE, subject to the one-time liquidity incentive as
stipulated in Section 4.6.


 






    	 	-6-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


1.37          
The term “TapImmune Transaction” shall mean the contemplated merger of LICENSEE with and into a wholly-owned
subsidiary of TapImmune Inc., pursuant to which, among other things, the shareholders of LICENSEE will receive common stock and
warrants of TapImmune Inc. constituting approximately 50% of the issued and outstanding securities of TapImmune Inc. (and, for
the avoidance of doubt, any shares of LICENSEE held by BCM shall be treated the same as other outstanding shares of the same class
in such transaction). If the TapImmune Transaction occurs, then the term LICENSEE, as used in this definition, shall mean TapImmune
Inc. (or any successor thereto).


 


1.38          
The term “Term” shall have the meaning given such term in Section 10.


 


1.39          
The term “Third Party Activities” shall have the meaning given such term in Section 9.7.


 


1.40          
The term “Valid Claim” shall mean, with respect to a particular country, (a) a claim of a pending patent application
within the Patent Rights that has been pending for no more than seven (7) years following the earliest national stage filing date
for such patent or patent application, that is being prosecuted in good faith, and that has not been abandoned, finally rejected
or expired without the possibility of appeal or refiling or (b) a claim of an issued and unexpired patent included within the Patent
Rights, which has not been revoked, or held unenforceable or invalid by a decision of a court or other governmental agency of competent
jurisdiction, which decision is unappealed or unappealable within the time allowed for appeal and which has not been cancelled,
withdrawn, abandoned, disclaimed, denied, or admitted to be invalid or unenforceable through reissue, disclaimer or otherwise.
For clarity, a claim of a patent application that ceased to be a Valid Claim under clause (a) before it issued because it had been
pending too long, but subsequently issued and is otherwise described by this clause (b) shall again be considered to be a Valid
Claim once it issues; provided that with respect to the payment of any royalties if said claim with said pendency period subsequently
issues said pending claim, shall be considered a Valid Claim, during the entire pendency period in the Patent Rights. A Licensed
Product is covered by a Valid Claim if its manufacture, use, sale, offer of sale, marketing, commercialization, distribution, importation
or exportation by LICENSEE in a given country would, but for the rights granted by BCM to LICENSEE under this Agreement, infringe
such Valid Claim.


 


 2.              
License Grant. Subject to the reservations of rights set forth in Paragraph 2.2, BCM hereby grants to LICENSEE and,GRANT OF LICENSE




 


2.1              
License Grant. Subject to the reservations of rights set forth in Paragraph 2.2, BCM hereby grants to LICENSEE and,
at LICENSEE's option, to its Affiliates, an exclusive, worldwide, sublicensable license under BCM’s rights in the Patent
Rights and Subject Technology, to make, have made, use, market, sell, offer to sell, lease, import, or export Licensed Products
in the Field.


 


2.2              
Restrictions on License. The grant in Section 2.1 shall be further subject to, restricted by and be non-exclusive
with respect to:


 


(i)           
the making or use of the Subject Technology and Patent Rights by BCM for its non-commercial research, patient care, teaching
and other educationally related purposes;


 


(ii)           
the making or use of the Subject Technology and Patent Rights by the Developers for non-commercial research purposes at
academic or research institutions;


 






    	 	-7-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


(iii)           
any non-exclusive license of the Subject Technology and/or Patent Rights that BCM grants to other academic or research institutions
for non-commercial research purposes;


 


(iv)           
the making or use of the Subject Technology and Patent Rights by academic and research institutions for internal, non-commercial
research purposes pursuant to any license granted in accordance with clause (iii) above; and


 


(v)           
any nonexclusive license of the Subject Technology and/or Patent Rights that BCM is required by law or regulation to grant
to the United States of America or to a foreign state pursuant to an existing or future treaty with the United States of America.


 


2.3              
Government Reservation. Rights under this Agreement are subject to rights required to be granted to the Government
of the United States of America pursuant to 35 USC Sections 200-212, including a nonexclusive, nontransferable, irrevocable, paid-up
license to practice or have practiced for or on behalf of the United States the subject inventions throughout the world.


 


2.4              
No Implied Licenses. Except as otherwise specifically set forth herein, only the licenses granted pursuant to the
express terms of this Agreement shall be of any legal force and effect. No license or other intellectual property rights shall
be created by implication in any patents, technology and/or Confidential Information owned by BCM or controlled by BCM with the
right to license, even if such patents, technology, or Confidential Information is necessary to exploit the Subject Technology
and/or Patent Rights.


 


 3.              
License Grant. Subject to the reservations of rights set forth in Paragraph 2.2, BCM hereby grants to LICENSEE and,DILIGENCE




 


3.1              
LICENSEE will, and will cause its Affiliates and each of its Sublicensees, to use Commercially Reasonable Efforts to develop
and commercialize Licensed Product(s) in at least one of the Major Markets as soon as practicable.


 


3.2              
With respect to development toward a Licensed Product, LICENSEE will accomplish each of the following diligence milestones
by the dates set forth herein.


 


(i)           
Dosing of first patient in a phase II clinical trial (or foreign equivalent) of a Licensed Product for the first clinical
indication on or before the second anniversary of the Agreement Date;


 


(ii)           
Dosing of first patient in a phase II clinical trial (or foreign equivalent) of a Licensed Product for a second clinical
indication on or before the date that is 180 days following the second anniversary of the Agreement Date; and


 


(iii)           
Dosing of first patient in a phase II clinical trial (or foreign equivalent) of a Licensed Product for a third clinical
indication on or before the third anniversary of the Agreement Date.


 






    	 	-8-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


3.3              
Beginning on the first anniversary of the Agreement Date and continuing annually until the first commercial Sale of the
first Licensed Product, LICENSEE will, and will cause its Affiliates and each of its Sublicensees to provide annual summary updates
to BCM summarizing the activities undertaken by LICENSEE, its Affiliates and each of its Sublicensees to continue the development
and commercialization of the Licensed Products. In the event that BCM determines that LICENSEE or its Affiliates and its Sublicensees
have not used Commercially Reasonable Efforts to continue the development and commercialization of Licensed Products or has failed
to achieve a Diligence Milestone, BCM will have the right to provide a written request to LICENSEE to provide further written evidence
that LICENSEE, its Affiliates and each of its Sublicensees has undertaken continual and regular activities to continue the Licensed
Products development and commercialization. In the event that LICENSEE is unable to show that it, its Affiliates and/or each of
its Sublicensees have undertaken such continual regular activities to develop and commercialize the Licensed Products, then LICENSEE
(on behalf of it and its Affiliates and each of its Sublicensees) will have an obligation to provide a detailed development plan
to BCM for the continued development and commercialization of the Licensed Products, and would thereafter provide summary updates
of activities every six (6) months. If such activities thereafter continued to show a lack of Commercially Reasonable Efforts for
the development and commercialization of the Licensed Products, then BCM would have the right to terminate the license. The Parties
agree that if they are unable to agree as to whether the evidence provided by LICENSEE (on behalf of it and its Affiliates and
each of its Sublicensees) shows continual and regular activities to continue the Licensed Product development and commercialization,
a third-party arbitrator would be jointly retained to review the evidence and make an independent determination and such determination
will be final. LICENSEE’s obligation to provide summary updates will stop upon the first commercial Sale of a Licensed Product
in a Major Market.


 


3.4              
Notwithstanding the foregoing, the Parties acknowledge that it might be commercially reasonable, under certain circumstances,
for LICENSEE to determine not to launch a Licensed Product in a specific country, and failure under such circumstances to launch
such Licensed Product shall not be a breach of this Agreement.


 



4.              License Grant. Subject
to the reservations of rights set forth in Paragraph 2.2, BCM hereby grants to LICENSEE and, PAYMENTS




 


4.1              
Equity Award. As partial consideration for the rights conveyed by BCM under this Agreement, LICENSEE shall issue
shares of common stock, par value $0.0001 per share, in LICENSEE to BCM in an amount equal to twelve percent (12%) of the total
outstanding shares of common stock of LICENSEE on a fully-diluted basis as of the Agreement Date. LICENSEE represents and warrants
that such securities shall be (i) duly authorized, validly issued, fully paid and nonassessable and (ii) free and clear of all
liens (other than any restrictions under applicable securities laws). LICENSEE shall issue one or more certificates evidencing
such common stock to BCM within 15 business days of the execution of this Agreement.


 


4.2              
Responsibility for Legal Costs. In addition to the foregoing license execution fee, LICENSEE shall reimburse BCM
for all Legal Costs incurred prior to execution of this Agreement. Such payment shall be due within thirty (30) days of receipt
of invoice from BCM. As provided for in Paragraph 9.1 herein, LICENSEE will be responsible for all Legal Costs incurred after the
Agreement Date. LICENSEE’s share of Legal Costs shall be reduced on a pro-rata basis should BCM license additional fields
of use to a third party(ies). BCM agrees to provide LICENSEE with thirty (30) days’ written notice should BCM license additional
fields of use to other third parties. With respect to any disputed payment, such dispute shall be resolved via the Dispute Resolution
process set forth in Section 14.


 






    	 	-9-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


4.3              
Royalty on Net Sales. In addition to the foregoing, subject to the terms and conditions of this Agreement, LICENSEE
shall pay BCM a royalty on Net Sales on a country-by-country basis as set forth below. Collectively the royalty payments that are
the subject of this Paragraph 4.3 are termed “Royalties” for purposes of this Agreement and shall be due and
payable as provided in Section 5 and delivered to BCM in accordance with the invoice instructions provided below.


 


	Condition	Royalty on Net Sales	Orphan Drug Status?	Valid Claim?	Duration	Aggregate Net Sales per Calendar Year
	1	0.65%	No	No	10 years post first commercial Sale	Less than $500M
	2	[***REDACTED***]%	Yes	No	Until Orphan Drug Status expires, then reverts to condition 1	
        Less than

        $500M

	3	[***REDACTED***]%	No	Yes	Life of patent having a Valid Claim covering such Licensed Product(s)	
        Less than

        $500M

	4	[***REDACTED***]%	Yes	Yes	Until Orphan Drug Status expires, then reverts to condition 3	
        Less than

        $500M

	5	[***REDACTED***]%	No	No	10 years post first commercial Sale	$500M to $1.0B
	6	[***REDACTED***]%	Yes	No	Until Orphan Drug Status expires, then reverts to condition 5	$500M to $1.0B
	7	[***REDACTED***]%	No	Yes	Life of patent having a Valid Claim covering such Licensed Product(s)	$500M to $1.0B
	8	[***REDACTED***]%	Yes	Yes	Until Orphan Drug Status expires, then reverts to condition 7	$500M to $1.0B
	9	[***REDACTED***]%	No	No	10 years post first commercial Sale	$1.0B and over
	10	[***REDACTED***]%	Yes	No	Until Orphan Drug Status expires, then reverts to condition 9	$1.0B and over
	11	[***REDACTED***]%	No	Yes	Life of patent having a Valid Claim covering such Licensed Product(s)	$1.0B and over
	12	[***REDACTED***]%	Yes	Yes	Until Orphan Drug Status expires, then reverts to condition 11	$1.0B and over
	13	5.00%	Yes	Yes	Blockbuster Product; reverts to 4.25% upon expiration of Orphan Drug Status, or in the event Orphan Drug Status was not granted 	$2.0B and over


  






    	 	-10-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


(i)           
Third-Party Royalty Reduction. If LICENSEE, its Affiliate or a Sublicensee becomes obligated to pay additional royalties
to a third party(ies) with respect to third party-owned patent rights or technology necessary for the use, manufacture or sale
of a Licensed Product, LICENSEE may deduct [***REDACTED***] percent ([***REDACTED***]%)
of the amount owing to such third party(ies) from the amounts owing to BCM with respect to such Licensed Product; provided that
(i) LICENSSE shall provide BCM with documentation supporting such obligations and the amount thereof to the reasonable satisfaction
of BCM and (ii) under no circumstance shall the royalties due to BCM be less than [***REDACTED***]
percent ([***REDACTED***]%) of the amount that would otherwise have been payable under Paragraph
4.3 as a result of such deduction.


 


(ii)           
Combination Product. In the event that a Licensed Product is sold in combination with another product, component or service
for which no royalty would be due hereunder if sold separately, Net Sales from such combination sales for purposes of calculating
the amounts due under this Paragraph 4.3 shall be calculated by multiplying the Net Sales of the combination product by the fraction
A/(A + B), where A is the average gross selling price during the previous calendar quarter of the Licensed Product sold separately
and B is the gross selling price during the previous calendar quarter of the combined product(s), component(s) and/or service(s).
In the event that a substantial number of such separate sales were not made during the previous calendar quarter then the Net Sales
shall be as reasonably allocated by LICENSEE between such Licensed Product and such other product(s), component(s) or service(s)
based upon their relative importance and proprietary protection.


 


(iii)           
Single Royalty. Only one royalty under Paragraph 4.3 shall be paid with respect to each unit of Licensed Product
sold, without regard to whether more than one Valid Claim within the Patent Rights is applicable to such unit. It is understood
that no royalty shall be due with respect to use or transfers of Licensed Products for use in research or development activities
prior to regulatory approval of said Licensed Product(s) and the first commercial Sale.


 


4.4              
Milestone Payments. LICENSEE shall also pay BCM the following one-time milestone payments set forth below following
the first achievement of such milestone by LICENSEE, its Affiliate or Sublicensee:


 


(i)           
Upon the first dosing of the first patient
in the first phase III clinical trial (or foreign
equivalent) for the first (1st)
Distinct Product, LICENSEE shall make a [***REDACTED***] dollar($[***REDACTED***]) payment to BCM;


 


(ii)           
Upon the first dosing of the first patient
in the first phase III clinical trial (or foreign
equivalent) for the second (2nd) Distinct Product, LICENSEE shall make a [***REDACTED***]
dollar ($[***REDACTED***])
payment to BCM;


 






    	 	-11-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


(iii)           
Upon receipt of final FDA approval of
the first Marketing Authorization for the first
(1st) Distinct Product, LICENSEE
shall make a [***REDACTED***] dollar($[***REDACTED***]) payment to BCM;


 


(iv)           
Upon receipt of final FDA approval of the first Marketing Authorization for the second (2nd) Distinct Product, LICENSEE
shall make a [***REDACTED***] dollar ($[***REDACTED***])
payment to BCM; and


 


(v)           
Upon first attainment of annual Net Sales of greater than five hundred million ($500,000,000) for the first (1st) Distinct
Product, LICENSEE will make a [***REDACTED***] dollar ($[***REDACTED***])
payment to BCM;


 


(vi)           
Upon first attainment of annual Net Sales of greater than five hundred million ($500,000,000) for the second (2nd) Distinct
Product, LICENSEE will make a [***REDACTED***] dollar ($[***REDACTED***])
payment to BCM;


 


(vii)           
Upon first attainment of annual Net Sales of greater than one billion ($1,000,000,000) for the first (1st) Distinct Product,
LICENSEE will make a [***REDACTED***] dollar ($[***REDACTED***])
payment to BCM;


 


(viii)           
Upon first attainment of annual Net Sales of greater than one billion ($1,000,000,000) for the second (2nd) Distinct Product,
LICENSEE will make a [***REDACTED***] dollar ($[***REDACTED***])
payment to BCM;


 


(ix)           
Upon first attainment of annual Net Sales of
greater than two billion ($2,000,000,000) for any of the Distinct Products, LICENSEE will make a [***REDACTED***]
dollar ($[***REDACTED***])
payment to BCM. For the avoidance of doubt, this payment is a one-time payment that will be paid for the first Licensed Product
that attains annual Net Sales of greater than $2,000,000,000; and


 


(x)           
LICENSEE shall notify BCM in writing within thirty (30) days following the achievement of each milestone. The annual Net
Sales for Distinct Products subject to the Net Sales level-dependent milestone payments shall be calculated on a calendar year
basis, beginning January 1st and ending December 31st. BCM will then invoice LICENSEE for payment of such
milestone and LICENSEE shall pay the invoice within fifteen (15) days upon receipt of the invoice. Milestones are to be paid regardless
of whether LICENSEE, its Affiliate or LICENSEE’s Sublicensee attains such milestone.


 


4.5              
Sublicense Revenue Payments. In the event LICENSEE sublicenses the Subject Technology and Patent Rights under
this Agreement, LICENSEE agrees to pay to BCM all Sublicensing Revenue received by LICENSEE under the applicable sublicense
agreement according to the following schedule:


 


(i)           
[***REDACTED***] percent ([***REDACTED***]%) of
Sublicensing Revenue shall be payable to BCM if the sublicense agreement is executed before the first dosing of the first patient
in the first phase II clinical trial for the first (1st) Licensed Product;


 






    	 	-12-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

  


(ii)           
[***REDACTED***] percent ([***REDACTED***]%) of
Sublicensing Revenue shall be payable to BCM if the sublicense agreement is executed on or after the first dosing of the first
patient in the first phase II clinical trial for the first (1st) Licensed Product, but before the first dosing of the first patient
in the first pivotal/phase III clinical trial for the first (1st) Licensed Product;


 


(iii)           
[***REDACTED***] percent ([***REDACTED***]%) of
Sublicensing Revenue shall be payable to BCM if the sublicense agreement is executed on or after the first dosing of the first
patient in the first pivotal/phase III clinical trial for the first (1st) Licensed Product; and


 


(iv)           
[***REDACTED***] percent ([***REDACTED***]%) of
Sublicensing Revenue shall be payable to BCM if the sublicense agreement is executed on or after receipt of the final FDA approval
(or its equivalent in other jurisdictions) of the first Marketing Authorization for the first (1st) Licensed Product.


 


(v)           
To the extent that Sublicense Revenue represents an unallocated combined payment for both a sublicense of the Patent Rights
and Subject Technology as well as other third party-owned intellectual property, undertakings or subject matter, such Sublicense
Revenue from such sublicensing arrangement for purposes of calculating payments due to BCM shall be reasonably allocated by LICENSEE
between such Patent Rights and Subject Technology and such other intellectual property, undertakings or subject matter, based on
their relative value consistent with comparable industry standard arms’ length transactions, provided that (i) LICENSEE shall
provide BCM with documentation supporting such allocation to the reasonable satisfaction of BCM and (ii) under no circumstance
shall the percentage of sublicense revenue due BCM be less than [***REDACTED***] percent ([***REDACTED***]%)
of the amounts stipulated in Section 4.5(i) through (iv). If BCM reasonably disputes LICENSEE’s allocation of Sublicense
Revenue with respect to a particular sublicense, then, upon written notice by either Party to the other, such dispute may be submitted
for resolution pursuant to Section 14. Neither Party shall be deemed in breach of this Agreement by reason of a failure to agree
on such amount (or with respect to LICENSEE, to pay the disputed amount); provided in the case of LICENSEE, that it has paid the
undisputed portion of such Sublicense Revenue and, following resolution pursuant to Section 14 promptly pays any amount determined
to be due thereunder.


 


4.6              
One-Time Liquidity Incentive. Within sixty (60) days upon the first occurrence of a Liquidity Event, LICENSEE will
make or cause to be made a one-time cash milestone payment to BCM equal to [***REDACTED***]
percent ([***REDACTED***]%) of the Liquidity Event Proceeds, provided, that if any
portion of the Liquidity Event Proceeds is a contingent payment, any such contingent amounts shall be paid when and if such amounts
are paid to LICENSEE or its equity holders. This payment obligation will terminate if LICENSEE terminates this Agreement within
two (2) years of the Agreement Date and no Liquidity Event has occurred prior to such termination, but will otherwise remain applicable
and shall survive termination or expiration of this Agreement. Upon the payment of the Liquidity Event Proceeds to BCM upon consummation
of a Liquidity Event, all rights of BCM under this Section 4.6 shall thereafter terminate.


 


4.7              
Payment Addresses. Payments sent by check are to be made payable to “Baylor College of Medicine” and
shall be sent to the address below. If payments are sent by wire transfer, they shall be sent using wiring instructions provided
in Appendix D. All payments shall reference BLG number(s) listed on the front page of the Agreement.


 






    	 	-13-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


BCM Tax ID #: 74-1613878 


Baylor College of Medicine 


Licensing Group 


P.O. Box 301503 


Dallas, Texas 75303-1503 


Telephone No.  713-798-6821 


Facsimile No.  713-798-1252 


E-Mail: blg@bcm.tmc.edu


 


4.8              
Payments shall be deemed received only upon confirmation that all funds have been received by the LICENSING GROUP
as referenced above. LICENSEE hereby accepts responsibility for ensuring that payment is addressed correctly.


 


4.9              
LICENSEE Payment Contact. For questions about payments, BCM can contact LICENSEE at the address below:


 


Marker Therapeutics, Inc. 


ATTN: President and CEO 


33 5th
Avenue N.W. 


New Brighton, Minnesota 


Telephone No. 651-628-9259 


Facsimile No. 651-628-9507 


E-Mail: john.wilson@wilsonwolf.com


 


4.10          
Payment Conditions. All payments due hereunder are payable in United States dollars. No transfer, exchange, collection
or other charges, including any wire transfer fees, shall be deducted from such payments. For sales of Licensed Products in currencies
other than the United States, LICENSEE shall use exchange rates published in The Wall Street Journal on the last business
day of the six (6) month period that such payment is due.


 


4.11          
Late Payments. Late payments shall be subject to a charge of [***REDACTED***]
percent ([***REDACTED***]%) per month, the interest being compounded annually, or [***REDACTED***]
dollars ($[***REDACTED***]), whichever is greater. LICENSEE shall calculate the correct late
payment charge, and shall add it to each such late payment. Said late payment charge and the payment and acceptance thereof shall
not negate or waive the right of BCM to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency
of any payment. LICENSEE shall indemnify BCM for all attorneys' fees and costs BCM incurs in obtaining a full payment of that which
is owed to BCM.


 


4.12          
Taxes. LICENSEE may withhold from payment made to BCM under this Agreement any tax required to be withheld by LICENSEE
under the laws of the country or jurisdiction where LICENSEE has commercially sold Licensed Product(s) or
any other Applicable Law. If any tax is withheld by LICENSEE, LICENSEE shall provide BCM receipts or other evidence of
such withholding and payment to the appropriate tax authorities on a timely basis following that tax payment.


 






    	 	-14-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


 5.              REPORTING




 


5.1              
Annual Progress Report. No later than sixty (60) days after December 31 of each calendar year, LICENSEE shall provide
to BCM a written annual progress report describing LICENSEE's progress on all research and development and commercial activities,
during the most recent twelve (12) month period ending December 31 and plans for the forthcoming year (“Annual Progress
Report”). If multiple technologies are covered by the license granted hereunder, the progress report shall provide the
information set forth above for each technology. At BCM’s request, LICENSEE shall also provide any reasonable additional
data BCM requires to evaluate LICENSEE’s performance of its obligations hereunder. For the avoidance of doubt, any such report
and data shall be the Confidential Information of LICENSEE.


 


5.2              
Notification of First Sale. LICENSEE shall notify BCM the date on which LICENSEE (including any Affiliate) and/or
the Sublicensees make a first commercial Sale of a Licensed Products in each country in which
it occurs within thirty (30) days of occurrence.


 


5.3              
Royalty Reports. LICENSEE shall submit to BCM within forty-five (45)
days after March 31, June 30, September 30 and December 31, a written report on a form provided by BCM (a current version of which
is attached as Appendix C) setting forth for such calendar quarter at least the following information:


 


(i)           
the number of Licensed Products sold by LICENSEE and Sublicensees in each country;


 


(ii)           
total billings for such Licensed Products;


 


(iii)           
the gross amount of monies or cash equivalent or other consideration which is received for sales, leases, licenses or other
modes of transfer of Licensed Products by LICENSEE;


 


(iv)           
the identity of that consideration which is received instead of money for sales, leases, licenses or other modes of transfer
of Licensed Products by LICENSEE;


 


(v)           
aggregate deductions from the gross amount as expressly permitted herein to determine the Net Sales thereof, for the avoidance
of doubt, LICENSEE will not provide itemized deductions from gross sales to Net Sales;


 


(vi)           
the amount of Royalties due thereon, or, if no Royalties are due to BCM for any reporting period, the statement that no
Royalties are due;


 


(vii)           
the amount of Sublicensing Revenue received by LICENSEE; and


 


(viii)           
the amount of other payments due BCM, including but not limited to, milestone payments, minimum royalty payments and maintenance
fee payments.


 


 The royalty report
shall be certified as correct by an officer of LICENSEE. After termination,
but not expiration, of this Agreement,
LICENSEE will continue to submit royalty reports and payments to BCM as per LICENSEE’s obligations under this Agreement until
all Licensed Products made, used, marketed, leased or imported under this Agreement have been sold, destroyed or expired.


 






    	 	-15-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


5.4              
Payment to Accompany Royalty Reports. LICENSEE shall pay to BCM with each such Royalty report the amount of Royalties
and other payments due with respect to such calendar quarter.


 


5.5              
Notification of Merger or Acquisition. In the event of acquisition, merger, change of corporate name, or change of
make-up, organization, or identity, LICENSEE shall notify BCM in writing within thirty (30) days after
the closing date of such event.


 


5.6              
Entity Status. If LICENSEE or Sublicensee does not qualify as a “small entity” as provided by the United
States Patent and Trademark Office, LICENSEE must notify BCM immediately.


 


 6.           TRANSFER OF SUBJECT TECHNOLOGY




 


6.1              
Transfer Schedule. Upon receipt of the equity award described in Paragraph 4.1, BCM shall, within thirty (30) days
thereof, provide LICENSEE with reasonable quantities of the Subject Technology. The Parties understand and agree that BCM will
use reasonable efforts to provide the Subject Technology within thirty (30) days of receipt of the license fee, however the Parties
acknowledge that unforeseen circumstances might delay delivery and such failure to provide the Subject Technology based on such
unforeseen circumstances shall not be considered a breach of this Agreement by BCM.


 


6.2              
Transfer Address and Payment. Such Subject Technology shall be sent to the address below, via UPS overnight courier
using LICENSEE’s courier account number [***REDACTED***].


 


Marker
Therapeutics, Inc.


ATTN: President and CEO


33
5th Avenue N.W.


New Brighton, Minnesota


Telephone No. 651-628-9259


Facsimile No. 651-628-9507 


E-Mail: john.wilson@wilsonwolf.com


 


 7.           RECORDS AND INSPECTION




 


7.1              
Accounting Records. LICENSEE shall maintain, and shall cause its Sublicensees to maintain, complete and accurate
records relating to the rights and obligations under this Agreement and any amounts payable to BCM in relation to this Agreement,
which records shall contain sufficient information to permit BCM to confirm the accuracy of any reports delivered to BCM and compliance
in other respects with this Agreement. The relevant party shall retain such records for at least five (5) years following the end
of the calendar year to which they pertain.


 






    	 	-16-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


7.2              
Audit by BCM. During the Term of this Agreement as defined below and for a period of two (2) years thereafter, BCM
or its representatives shall have the right to inspect the books and records of LICENSEE in conjunction with the performance of
LICENSEE’s obligations under the terms and conditions of this Agreement. The scope of such audit and inspection activities
may include the review of records supporting activities performed by LICENSEE in conjunction with its obligations under this Agreement,
as well as processes and related process internal controls and support systems, the quality and accuracy of which are directly
related to the performance of LICENSEE’s obligations under the terms and conditions of this Agreement. LICENSEE agrees to
provide representatives of BCM reasonable access to books, records, systems and processes, and shall cooperate fully with BCM’s
representatives in support of their inspection and audit activities during LICENSEE’s normal business hours. Prior to commencing
an audit, BCM shall require the representatives performing the audit enter into an appropriate confidentiality agreement, obligating
the representatives to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that
are not less restrictive than the obligations set forth in Section 17.


 


In respect for each audit of LICENSEE’s
books and records: (i) the LICENSEE may be audited only once per year, (ii) no records for any given year for LICENSEE may be audited
more than once; provided that the LICENSEE’s records shall still be made available if such records impact another financial
year which is being audited, and (iii) BCM shall only be entitled to audit books and records of LICENSEE from the five (5) calendar
years prior to the calendar year in which the audit request is made.


 


In order to initiate an audit for a particular
calendar year, BCM must provide LICENSEE with written notice of one or more proposed dates of the audit not less than thirty (30)
days prior to the first proposed date. LICENSEE will reasonably accommodate the scheduling of such audit and the Parties shall
mutually agree on the audit date. LICENSEE shall provide BCM with full and complete access to the applicable books and records
and otherwise reasonably cooperate with such audit.


 


7.3              
Payment Deficiency. If a payment deficiency is determined, LICENSEE and it Sublicensee(s), as applicable, shall pay
the outstanding amounts within thirty (30) days of receiving written notice thereof, plus interest on such outstanding amounts
as described in Section 5.


 


7.4              
Responsibility for Audit Costs. BCM will pay for any audit done under Paragraph 7.2. However, in the event that the
audit reveals an underpayment of Royalties or fees by more than five percent (5%) for the period being audited, the cost of the
audit shall be paid by LICENSEE. If the underpayment is less than five percent (5%) but more than two percent (2%) for the period
being audited, LICENSEE and BCM shall each pay fifty percent (50%) of the cost of the audit.


 


7.5              
Use of Audit Information. Any information received by BCM pursuant to this Section 7 shall be deemed to be Confidential
Information for the purposes of Section 17.
Such information shall be used solely for the purpose for which the audit was conducted.


 


 8.           SUBLICENSES




 


All sublicenses granted by LICENSEE of
its rights hereunder shall be consistent with and subject to the terms and conditions of this Agreement and LICENSEE shall remain
fully responsible to BCM for the performance of its Sublicensees with respect to LICENSEE's obligations under the terms of this
Agreement. Any act or omission of a Sublicensee which would be a material breach of this Agreement if performed by LICENSEE shall
be deemed to be a breach by LICENSEE of this Agreement susceptible to cure within the cure period specified in Section 11.1. Each
sublicense agreement granted by LICENSEE shall include an audit right of the same scope as provided in Section 7 hereof with respect
to LICENSEE. LICENSEE shall give BCM prompt notification of the identity and address of each Sublicensee with whom it concludes
a sublicense agreement and shall supply BCM with a copy of each such sublicense agreement.


 






    	 	-17-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


 9.           PATENTS AND INFRINGEMENT




 


9.1              
Patent Prosecution Responsibility. For the Term of this Agreement as defined below, BCM shall be responsible for
filing, prosecuting and maintaining all patent applications and patents included in the Patent Rights, and LICENSEE agrees to pay
all previously unreimbursed Legal Costs, which Legal Costs shall be reduced on a pro-rata basis on a patent or patent application
basis should BCM license such patent or patent application in additional fields of use to any third party. BCM shall select all
outside counsel for prosecution of the Patent Rights and such counsel shall represent BCM in such prosecution. For so long as LICENSEE
is the sole LICENSEE of the Patent Rights, BCM shall instruct its patent counsel to invoice LICENSEE directly for all such Legal
Costs. LICENSEE agrees to pay all such invoices within thirty (30) days of receipt.


 


9.2              
Notification of Intent Not to Pursue. In the event that LICENSEE decides not to pay for the costs associated with
either: (i) the prosecution of certain patent applications within the Patent Rights to issuance or (ii) maintenance of any United
States or foreign issued patent on the Patent Rights, LICENSEE shall timely notify BCM in writing thereof. LICENSEE's right under
this Agreement to practice the invention under the patent not being pursued shall immediately terminate upon the giving of such
notice. If LICENSEE fails to notify BCM at least thirty (30) calendar days prior to the deadline for taking any action for such
patent or patent application, as the case may be, for BCM to assume said costs prior to the abandonment or expiration of any Patent
Rights, LICENSEE shall be considered in default of this Agreement as per that Patent Right.. LICENSEE’s right under this
Agreement to practice the invention under the patent or patent application for which LICENSEE does not pay for its share (as set
forth in Section 9.1) shall immediately terminate with respect to such jurisdiction upon the giving of such notice.


 


9.3              
Notification of Patent Prosecution Action. BCM agrees to keep LICENSEE fully informed, at LICENSEE's expense, of
all prosecutions and other actions pursuant to this Section 9, including submitting to LICENSEE all serial numbers and filing dates,
and copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. With respect
to any substantive submissions that BCM is requires to or otherwise intends to submit to a patent office with respect to a Patent
Right, BCM shall act in good faith and provide a draft of such submission to LICENSEE for its review and comment as soon as reasonably
practical prior to the deadline for, or the intended filing date of, such submission. LICENSEE shall have the right to review and
comment upon any such submission by BCM to a patent office, and will provide such comments within thirty (30) days after receiving
such submission (provided, that if no comments are received prior to the deadline for such submission, then BCM may proceed with
such submission. BCM shall consider in good faith any suggestions or recommendations of LICENSEE concerning the preparation, filing,
prosecution and maintenance thereof as may be applicable to the Field.


 


9.4              
Extension of Patent Term for Licensed Products. LICENSEE shall have the first right, but not the obligation, to seek
patent term extension, including supplemental protection certificates and the like available under Applicable Law, under the Patent
Rights, for Licensed Product(s). BCM shall cooperate with LICENSEE in seeking patent term extensions for Licensed Product(s) under
the Patent Rights pertaining solely in the Field; provided, however, that if patent term extension is to be pursued by a third
party before LICENSEE for a patent licensed to the third party in any separate field of use and contains Valid Claims both within
and outside and/or overlapping the Field, then BCM shall notify LICENSEE so that all the Parties can work in good faith to determine
which Party is to pursue the patent term extension. All such actions shall be at LICENSEE’s expense.


 






    	 	-18-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


9.5              
Patent Procedures for Biosimilars. The Parties shall cooperate, at LICENSEE’s expense, with respect to the
content and submission of any patent listings in connection with patent linkage systems and/or a generic/biosimilar application
filing, in each case in the Field, including providing the third party generic/biosimilar application with a list of patents that
could reasonably be asserted; and a designation of patents available for license.


 


9.6              
Cooperation. BCM agrees to reasonably cooperate with LICENSEE, at LICENSEE’s expense, to whatever extent is
reasonably necessary to provide LICENSEE the full benefit of the license granted herein.


 


9.7              
Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the
other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence
or other proprietary rights in or to the Subject
Technology and/or Patent Rights by a third party (collectively “Third Party Activities”), and with respect to
such activities as are suspected. Any action or proceeding against such Third
Party Activities shall be instituted as following:


 


(i)           
BCM shall have the first right, but not the obligation, to institute an action or proceeding against Third Party Activities.
If BCM fails to bring such an action or proceeding within a period of three (3) months after receiving notice or otherwise having
knowledge of such Third Party Activities, then LICENSEE shall have the right, but not the obligation, to prosecute the same solely
with respect to the activities in the Field at its own expense, using legal counsel of its choice acceptable to BCM, whose acceptance
shall not be unreasonably withheld, conditioned, or delayed.


 


(ii)           
The Party not instituting the action or the proceeding (the “Non-Instituting Party”) will reasonably
cooperate with the Party instituting the action or the proceeding (the “Instituting Party”) in such action.
In addition, if the Non-Instituting Party cooperates in such action, such cooperation shall be at the Instituting Party’s
sole expense. Should either BCM or LICENSEE commence action under the provisions of this Paragraph 9.7 and thereafter elect to
abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such action
or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement of any claims in the Patent
Rights or the misuse, misappropriation, theft or breach of confidence or other proprietary rights in or to the Subject Technology and/or Patent Rights by a third party shall be apportioned as follows: (a) the Party bringing
the action or proceeding shall first recover an amount equal the costs and expenses incurred by such Party directly related to
the prosecution of such action or proceeding, (b) the Party cooperating in such action or proceeding shall then recover costs and
expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such action or proceeding and
(c) the remainder shall be shared by the parties, with the Party bringing the action allocated eighty percent (80%) and the Party
cooperating in such action allocated twenty percent (20%) of such amounts.


 






    	 	-19-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


(iii)           
In the case of an action pursuant to Paragraph 9.7(i) or (ii), BCM and LICENSEE may decide to jointly prosecute an action
or proceeding after it has been instituted by one Party. The action shall then be continued in the name or names they both agree
is expedient for efficient prosecution of such action. Alternatively, BCM and LICENSEE may agree to jointly institute an action
against Third Party Activities in which case each of the Parties shall cooperate with the other Party as required of a Non-Instituting
Party pursuant to Paragraph 9.7(iv). LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint
action or proceeding, providing however that if they cannot agree, BCM shall have the right to unilaterally decide on control.
In such joint action or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared
equally.


 


9.8              
Consent to Settle. Neither BCM nor LICENSEE shall settle any action covered by Paragraph 9.7 without first obtaining
the consent of the other Party, which consent will not be unreasonably withheld.


 


9.9              
Defense of Infringement Claims. If any third party asserts a claim, demand, action, suit or proceeding against LICENSEE
(or any of its Affiliates or Sublicensees), alleging that any Licensed Product, the use or practice of the Subject Technology or
Patent Rights, infringes, misappropriates, misuses or violates, or breaches any confidence or other proprietary rights in, the
intellectual property rights of any Person (any such claim, demand, action, suit or proceeding being referred to as and “Infringement
Claim”), LICENSEE shall promptly notify BCM in writing specifying the facts, to the extent known, in reasonable detail.
In the case of any such Infringement Claim, LICENSEE shall assume control of the defense and shall have the exclusive right to
settle any Infringement Claim against LICENSEE without the consent of BCM; provided, however, if such settlement requires any payment
from BCM or decrease in BCM’s rights under this Agreement, LICENSEE shall be required to obtain BCM’s consent, which
consent will not be unreasonably withheld.


 


9.10          
Liability for Losses. Subject to Paragraph 16.1, BCM shall not be liable for any losses incurred as the result of an action for infringement brought against LICENSEE
as the result of LICENSEE’s exercise of any right granted under this Agreement. The decision to defend or not defend shall
be in LICENSEE’s sole discretion.


 


 10.           TERM




 


Unless sooner terminated
as otherwise provided in Section 11, the license to employ Patent Rights and Subject Technology granted herein as part of Section 2 shall expire on a Licensed Product-by-Licensed Product and country-by-country basis, on the later of (i) the date of expiration of the last Valid Claim
of the Patent Rights to expire that covers the sale of such Licensed Product in such country or (ii) the first date following the tenth (10th) anniversary of the first commercial Sale of
the first Licensed Product by LICENSEE in such country (“Term”). After such expiration, but not termination, the
licenses granted to LICENSEE pursuant to Section 2 shall survive and become perpetual, paid-in-full (i.e., royalty-free) license in such country and
with respect to such Licensed Product.


 






    	 	-20-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


 11.           TERMINATION




 


11.1          
Termination for Default. In the event of material default or failure by LICENSEE of its overall obligations under
this Agreement to perform any of the terms, covenants or provisions of this Agreement, including failure to make timely payment,
taken as a whole, LICENSEE shall have thirty (30) days after BCM has provided written notice of such material default or failure
to correct such default or failure. BCM shall not have the right to cancel and terminate this Agreement if LICENSEE has cured or
corrected the default or failure before the end of such thirty (30) calendar day notice period and so notifies BCM, stating the
manner of the cure as set forth in Section 11.1(i). If such material default or failure is not cured or corrected within such thirty
(30) day period, BCM shall have the right, at its option, to cancel and terminate this Agreement. The failure of BCM to exercise
such right of termination, for non-payment of Royalties/fees or otherwise, shall not be deemed to be a waiver of any right BCM
might have, nor shall such failure preclude BCM from exercising or enforcing said right upon any subsequent failure by LICENSEE.


 


(i)           
Notwithstanding the foregoing, if a material default or failure is not susceptible to cure within the cure period specified
in this Section 11.1, BCM’s right of termination shall be suspended only if, and for so long as, (i) LICENSEE has provided
BCM with a written plan that is reasonably calculated to effect a cure, (ii) such plan is reasonably acceptable to BCM, provided
acceptance of such a plan is at BCM’s sole but reasonable discretion; and (iii) LICENSEE commits to and does carry out such
plan; provided, however, that, unless mutually agreed by the Parties in such plan, in no event shall such suspension of the BCM’s
right to terminated extend beyond sixty (60) days after the original cure period.


 


(ii)           
Notwithstanding the foregoing, if either Party is alleged to be in material breach and disputes such termination through
the dispute resolution procedures set forth in this Agreement, then the other Party’s right to terminate this Agreement shall
be tolled for so long as such dispute resolution procedures are being pursued by the allegedly breaching Party in good faith, and
if it is finally and conclusively determined that the allegedly breaching Party is in material breach, then the breaching Party
shall have the right to cure such material breach after such determination within the cure period provided in this Section 11.1.


 


11.2          
Termination for Insolvency. BCM shall have the right, at its option, to cancel and terminate this Agreement in the
event that LICENSEE shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the
operation of its business or (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or
in the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of thirty
(30) days following any of the events enumerated
above, have been unable to secure a dismissal, stay or other suspension of such proceedings.


 


11.3          
Termination by Licensee. LICENSEE shall have the right in its sole discretion to terminate this Agreement upon sixty 60) days written notice to BCM.


 


11.4          
Effect of Termination. Subject to Section 10, in the event of termination of this Agreement, but not expiration, all rights to the Subject Technology and Patent Rights shall
revert to BCM, except to the extent necessary to exercise any surviving right or license hereunder. Except as expressly set forth herein, at the date of any early termination of
this Agreement, LICENSEE and any Sublicensee shall immediately cease using any of the Subject Technology and Patent Rights and
LICENSEE and any Sublicensee in possession of any Subject Technology shall immediately destroy any Subject Technology in its possession and send
to BCM a written affirmation of such destruction signed by an officer of LICENSEE and each such Sublicensee; provided, however, that LICENSEE, its
Affiliates and Sublicensees may sell any Licensed Products actually in the possession of LICENSEE, such Affiliates or Sublicensees on the effective
date of termination, provided that LICENSEE continues to submit royalty reports to BCM and pays to BCM the Royalties
on all such sales in accordance with Paragraph 5.3 with respect thereto and otherwise complying with the terms of this Agreement
and sell all Licensed Products within six (6) months after the effective date of termination.


 






    	 	-21-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


11.5          
Effect of Termination on Sublicensees. LICENSEE shall provide, in all sublicenses granted by it under this Agreement,
that LICENSEE’s interest in such sublicenses shall, at BCM’s option, terminate or be assigned to BCM upon termination
of this Agreement, provided, however, that any validly issued sublicense in good standing on the date of termination shall survive
any termination or expiration of this Agreement provided that the Sublicensee agrees to be bound by the applicable terms of this
Agreement with respect to activities of the Sublicensee under such sublicense.


 


11.6          
No Refund. In the event this Agreement is terminated pursuant to this Section 11, or expires as provided for in Section
10, BCM is under no obligation to refund any payments made by LICENSEE to BCM prior to the effective date of such termination or
expiration.


 


11.7          
Survival of Termination. No termination of this Agreement shall constitute a termination or a waiver of any rights
of either Party against the other Party accruing at or prior to the time of such termination. The obligations of Sections 4, 5,
7, 11, 13, 14, 15, 16, 17 and 18 shall survive
termination of this Agreement.


 


 12.           ASSIGNABILITY




 


Without the prior written
approval of BCM, which will not be unreasonably withheld, neither this Agreement nor the rights granted hereunder shall be transferred
or assigned in whole or in part by LICENSEE to any person or entity whether voluntarily or involuntarily, by operation of law or
otherwise. Notwithstanding the foregoing, LICENSEE may assign this Agreement and its rights and obligations hereunder without BCM’s
consent, (i) in connection with the transfer or sale of all or substantially all of its assets or the business of LICENSEE to which
this Agreement relates, (ii) in connection with the closing of the TapImmune Transaction or any other merger, reorganization or similar transaction effected within nine (9) months
of the Agreement Date, or (iii) to any Affiliate; so long as, in each case, LICENSEE gives BCM prompt notice of such action
and the successor entity or Affiliate, as the case may be, acknowledges its consent and agreement to the terms of this Agreement
in writing before or contemporaneously with such assignment; and so long as such action is not entered into solely to satisfy creditors of LICENSEE. This Agreement shall be binding
upon and shall inure to the benefit of the respective successors, legal representatives and assignees of each of the Parties.


 


 13.           GOVERNMENTAL COMPLIANCE




 


13.1          
Compliance with Applicable Laws. LICENSEE shall at all times during the Term of this Agreement and for so long as
it shall use the Subject Technology and/or Patent Rights, or sell Licensed Products, conduct its activities under this Agreement, and require its Sublicensees to conduct
their activities under this Agreement, in compliance in all material respects with all laws that may control the import,
export, manufacture, use, sale, marketing, distribution and other commercial exploitation of the Subject Technology, Patent Rights,
Licensed Products or any other activity undertaken pursuant to this Agreement.


 






    	 	-22-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


13.2          
Requirement for U.S. Manufacture. If required by U.S. law, LICENSEE agrees that Licensed Products leased or sold
in the United States shall be manufactured substantially in the United States. BCM shall reasonably cooperate with and assist LICENSEE,
at LICENSEE’s request and expense, to obtain waivers to such requirement.


 


13.3          
Export Control Regulations. The Subject Technology is subject to, and LICENSEE agrees to comply in all respects with,
U.S. law including but not limited to U.S. export controls under the Export Administration Regulations (15 C.F.R. Part 734 et seq.)
and U.S. economic sanctions and embargoes codified in 31 C.F.R. Chapter V. LICENSEE agrees that LICENSEE bears sole responsibility
for understanding and complying with current U.S. trade controls laws and regulations as applicable to its activities subject to
this Agreement. Without limitation on the general agreement to comply set forth in the first sentence of this Section 13.3, LICENSEE
agrees not to sell any goods, services, or technologies subject to this Agreement, or to release or disclose or re-export the same:
(i) to any destination prohibited by U.S. law, including any destination subject to U.S. economic embargo; (ii) to any end-user
prohibited by U.S. law, including any person or entity listed on the U.S. government’s Specially Designated Nationals list,
Denied Persons List, Debarred Parties List, Unverified List, or Entities List; (iii) to any foreign national in the U.S. or abroad without prior license if required;
or (iv) to any user, for any use, or to any destination without prior license if required.


 


 14.           DISPUTE RESOLUTION




 


14.1          
Amicable Resolution. The Parties shall attempt to settle any controversy between them amicably. To this end, a senior
executive from each Party shall consult and negotiate to reach a solution.
The Parties agree that the period of amicable resolution shall toll any otherwise applicable statute of limitations.


 


14.2          
Failure to Amicably Resolve. If the senior executives from each Party fail to meet or if the matter remains unresolved
for a period of sixty (60) days, then either Party may initiate proceedings to resolve such dispute in accordance with this Section
14.2. The parties hereby irrevocably submit to the jurisdiction of a state or federal court of competent jurisdiction in Harris
County, Texas, agree that any litigated dispute will be conducted solely in such courts and, by execution and delivery of this
Agreement, each (a) accepts, generally and unconditionally, the jurisdiction of such court and any related appellate court and
(b) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought
in such court or that such court is an inconvenient forum.


 


14.3          
Construction and Jurisdiction. This Agreement shall be deemed to be subject to, and have been made under, and shall
be construed and interpreted in accordance with the laws of the State of Texas. No conflict-of-laws rule or law that might refer
such construction and interpretation to the laws of another state, republic, or country shall be considered. This Agreement is
performable in part in Harris County, Texas, and the Parties mutually agree that personal jurisdiction and venue shall be proper
in the state and federal courts situated in Harris County, Texas, and agree that any litigated dispute will be conducted solely
in such courts.


 


 15.           NOTICES




 


15.1          
Addresses for Notices. All notices, reports or other communication pursuant to this Agreement shall be sent to such
Party via (i) United States Postal Service postage prepaid, (ii) overnight courier, or (iii) facsimile transmission, addressed
to it at its address set forth below or as it shall designate by written notice given to the other Party. Notice shall be sufficiently
made, or given and received (a) on the date of mailing or (b) when a facsimile printer (or similar facsimile transmission technology)
reflects transmission.


 



    	 	-23-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    




 


In the case of BCM:


 


Patrick Turley 


Associate General Counsel 


Baylor College of Medicine 


One Baylor Plaza, BCM210-600D 


Houston, TX 77030 


Telephone No.  713-798-6821 


Facsimile No.  713-798-1252 


E-Mail: blg@bcm.tmc.edu


 


In the case of LICENSEE:


 


Marker
Therapeutics, Inc. 


ATTN: President & CEO


33 5th Avenue N.W.


New
Brighton, Minnesota


Telephone No. 651-628-9259


Facsimile No. 651-628-9507 


E-Mail: john.wilson@wilsonwolf.com


 


15.2          
Use of Reference Number. Each such report, notice or other communication shall include BLG number(s) listed
on the front page of this Agreement.


 


 16.           INDEMNITY, INSURANCE & WARRANTIES




 


16.1          
INDEMNITY.


 


(i)           
Each Party shall notify the other of any claim, lawsuit or other proceeding related
to the Subject Technology and PATENT RIGHTS. LICENSEE agrees that it will defend, indemnify and hold harmless BCM, its faculty
members, scientists, researchers, employees, students, officers, trustees and agents and each of them (the “Indemnified
Parties”) from and against any and all claims, causes of action, lawsuits or other proceedings (the “BCM Claims”)
filed or otherwise instituted against any of the Indemnified Parties related directly or indirectly to or arising out of the design,
process, manufacture or use by THIRD party of the Licensed Products even though such BCM Claims and the LIABILITIES, costs (including,
but not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense) related thereto result
in whole or in part from the negligence of any of the Indemnified Parties or are based upon doctrines of strict liability or product
liability; provided, however, that such indemnity shall not apply to any BCM Claims arising from the gross negligence or intentional
misconduct of any Indemnified Party. LICENSEE will also assume responsibility for all REASONABLE costs and expenses related to
such BCM Claims for which it is obligated to indemnify the Indemnified Parties pursuant to this Paragraph 16.1, including, but
not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense.


 






    	 	-24-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


(ii)           
licensee further agrees not to settle any Claim against an IndemniFIED Party without
the IndemniFIED Party’s written consent which consent shall not be unreasonably withheld. licensee further agrees to keep
THE IndemniFIED Parties fully apprised of the BCM claims.


 


(iii)           
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFIT, FROM ITS PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT,
except to the extent any of the foregoing damages or losses (A) are subject to any third party claims, or (B) are determined by
a court of competent jurisdiction to be the appropriate measure of direct damages with respect to the matters giving rise to the
claim.


 


16.2          
Insurance.


 


(i)           
LICENSEE shall maintain insurance with creditworthy insurance in accordance with Applicable Laws against such risks and
consistent with prevailing business practices utilized by Person's of similar size, type and stage of development to develop products
similar to the Licensed Products and reasonable in light of LICENSEE'S level of resources, business operations and availability
of coverage, which coverage shall not be less than: (a) worker's compensation insurance within statutory limits, (b) general liability
insurance (with Broad Form General Liability endorsement) with limits of not less than one million dollars ($1,000,000) per occurrence
with an annual aggregate of two million dollars ($2,000,000) and (c) upon initiation of any human clinical study, products liability
insurance, with limits of not less than three million dollars ($3,000,000) per occurrence with an annual aggregate of five million
dollars ($5,000,000).


 


(ii)           
At such time that LICENSEE receives commercialization approval from a national regulatory body for any Licensed Product(s),
LICENSEE shall for so long as LICENSEE manufactures, uses or sells any Licensed Product(s), maintain in full force and effect policies
of (a) worker's compensation insurance within statutory limits, (b) employers' liability insurance with limits of not less than
one million dollars ($1,000,000) per occurrence, (c) general liability insurance (with Broad Form General Liability endorsement)
with limits of not less than twenty million dollars ($20,000,000) per occurrence with an annual aggregate of forty million dollars
($40,000,000) and (d) products liability insurance, with limits of not less than ten million dollars ($10,000,000) per occurrence
with an annual aggregate of twenty five million dollars ($25,000,000).


 






    	 	-25-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


(iii)           
Such coverage(s) shall be purchased from a carrier or carriers having an A. M. Best rating of at least A- (A minus) and
shall name BCM as an additional insured. LICENSEE shall provide to BCM copies of certificates of insurance within thirty (30) days
after execution of this Agreement. Upon request by BCM, LICENSEE shall provide to BCM copies of said policies of insurance. It
is the intention of the Parties hereto that LICENSEE shall, throughout the Term of this Agreement and for any period in which the
statute of limitations has not expired, continuously and without interruption, maintain in force the required insurance coverages
set forth in this Paragraph 16.2. Failure of LICENSEE to comply with this requirement shall constitute a default of LICENSEE allowing
BCM, at its option, to immediately terminate this Agreement.


 


(iv)           
BCM reserves the right to request additional policies of insurance where appropriate and commercially reasonable in light
of LICENSEE’s business operations and availability of coverage, in which case the Parties will negotiate in good faith a
mutually agreed amendment to this Section 16.2.


 


16.3          
NO WARRANTY. LICENSEE ACKNOWLEDGES THAT BCM DOES NOT PROVIDE ANY WARRANTIES AND THAT LICENSEE TAKES THE PATENT RIGHTS
AND SUBJECT TECHNOLOGY ON AN “AS IS” BASIS.


 


16.4          
Disclaimer of Warranty. BCM MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF FITNESS OR MERCHANTABILITY, REGARDING OR WITH RESPECT TO THE SUBJECT TECHNOLOGY, PATENT RIGHTS OR LICENSED PRODUCTS AND BCM
MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OF THE PATENTABILITY OF THE SUBJECT TECHNOLOGY, PATENT RIGHTS OR LICENSED
PRODUCTS OR OF THE ENFORCEABILITY OF ANY PATENTS ISSUING THEREUPON, IF ANY, OR THAT THE SUBJECT TECHNOLOGY, PATENT RIGHTS OR LICENSED
PRODUCTS ARE OR SHALL BE FREE FROM INFRINGEMENT OF ANY PATENT OR OTHER RIGHTS OF THIRD PARTIES. NOTHING IN THIS AGREEMENT SHALL
BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS UNDER ANY PATENTS OF BCM OTHER THAN THE
PATENT RIGHTS, REGARDLESS OF WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE TO THE PATENT RIGHTS.


 


 17.           CONFIDENTIALITY




 


17.1           
Scope. The Receiving Party shall not, directly or indirectly, disclose, divulge or reveal to any Third
Party the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent except
as set forth herein. Receiving Party shall maintain the Disclosing Party’s Confidential Information in confidence
and use the same only in accordance with this Agreement. Employees, agents or subcontractors of Receiving Party shall be given access to the Disclosing Party’s Confidential
Information only on a legitimate “need to know” basis and after agreeing to be bound in writing to not divulge or reveal
the Disclosing Party’s Confidential Information. The public disclosure by a Receiving Party with the permission of the Disclosing Party of any one component of that which
was identified as or constituted the Confidential Information of the Disclosing Party shall not prevent the other components from
retaining their status as Confidential Information and the property of the Disclosing Party.


 






    	 	-26-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


17.2          
Exclusion. Such obligation of confidentiality shall not apply to information which the Receiving Party can demonstrate
that (i) was at the time of disclosure in the public domain; (ii) has come into the public domain after disclosure through no fault
of the Receiving Party; (iii) was known to the Receiving Party prior to disclosure thereof by the Disclosing Party; (iv) was lawfully
disclosed to the Receiving Party by a third party which was not under an obligation of confidence to the Disclosing Party with
respect thereto; (v) was approved for public release by prior written permission of the Disclosing Party; (vi) is required to be
submitted to a governmental agency for the purpose of obtaining product approval, provided that the recipient will make a good
faith attempt to obtain confidential treatment of the information by such agency; or (v) was independently
developed by the Receiving Party without the use of or reference to Confidential Information provided by the Disclosing Party.


 


17.3          
Compliance with Applicable Law. If the recipient of Confidential Information becomes legally compelled to disclose
any Confidential Information in order to comply with Applicable Laws or with an order issued by a court or regulatory body with
competent jurisdiction, the recipient shall (x) provide prompt written notice to the disclosing Party so that the disclosing Party
may seek a protective order or other appropriate remedy or waive its rights under this Section 17; and (y) disclose only the portion
of Confidential Information that it is legally required to furnish; provide that, in connection with such disclosure, the Receiving Party shall use commercially reasonable efforts to obtain assurance that confidential treatment will be given with respect to such Confidential Information. If any Party is required
to file this Agreement with any Governmental Authority, such Party shall redact the terms of this Agreement to the extent possible
in order to keep particularly sensitive provisions confidential.


 


17.4          
Confidentiality of Agreement. Unless otherwise provided for in this Agreement, the Parties agree that this Agreement
and its terms are to be considered Confidential Information of both Parties. Notwithstanding the foregoing, LICENSEE may disclose
the terms of this Agreement to the extent required by securities or other applicable laws, or rules of any recognized stock exchange,
to existing or prospective investors, acquirers, partners, collaborators, licensees, contractors, and to LICENSEE’s accountants,
attorneys and other professional advisors, in each case on a need-to-know basis and subject to customary confidentiality restrictions.


 


17.5          
Return and Destruction. Upon the termination or expiration of this Agreement, upon the request of the Disclosing
Party, the Receiving Party shall promptly redeliver to the Disclosing Party all Confidential Information provided to the Receiving
Party in tangible form or destroy the same and certify in writing that such destruction occurred; provided, however, that nothing
in this Agreement shall require the alteration, modification, deletion or destruction of computer backup tapes made in the ordinary
course of business. All notes or other work product prepared by the Receiving Party based upon or incorporating Confidential Information
of the Disclosing Party shall be destroyed, and such destruction shall be certified in writing to the Disclosing Party. Notwithstanding
the foregoing, legal counsel to the Receiving Party shall be permitted to retain in its files one copy of all Confidential Information
to evidence the scope of and to enforce the Party’s obligation of confidentiality under this Section 17.


 


17.6          
Prior Agreements. The provisions of this Section 17 shall supersede and replace any prior agreements among BCM and
LICENSEE and all Confidential Information previously disclosed by the parties shall be deemed to have been disclosed hereunder.


 


 18.           ADDITIONAL PROVISIONS




 


18.1          
Use of BCM Name. LICENSEE agrees that it shall not use in any way the name of “Baylor,” “Baylor
College of Medicine” or any logotypes or symbols associated with BCM or the names of any of the scientists or other researchers
at BCM without the prior written consent of BCM.


 






    	 	-27-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


18.2          
Marking of Licensed Products. To the extent required by Applicable Law, commercially feasible and consistent with prevailing business practices, LICENSEE shall mark, and shall
 require its Sublicensees to mark, all Licensed
Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that
applies to such Licensed Product.


 


18.3          
BCM’s Disclaimers. Neither BCM, nor any of its faculty members, scientists, researchers, employees, students,
officers, trustees or agents assume any responsibility for the manufacture, product specifications, sale or use of the Subject
Technology, Patent Rights or Licensed Products which are manufactured by or sold by LICENSEE unless subject to other agreements
between BCM and LICENSEE.


 


18.4           
Independent Contractors. The Parties hereby acknowledge and agree that each is an independent contractor and that
neither Party shall be considered to be the agent, representative, master or servant of the other Party for any purpose whatsoever,
and that neither Party has any authority to enter into a contract, to assume any obligation or to give warranties or representations
on behalf of the other Party. Nothing in this relationship shall be construed to create a relationship of joint venture, partnership,
fiduciary or other similar relationship between the Parties.


 


18.5           
Non-Waiver. The Parties covenant and agree that if a Party fails or
neglects for any reason to take advantage of any of the terms provided for the termination of this Agreement or if a Party, having
the right to declare this Agreement terminated, shall fail to do so, any such failure or neglect by such Party shall not be a waiver
or be deemed or be construed to be a waiver of any cause for the termination of this Agreement subsequently arising, or as a waiver
of any of the terms, covenants or conditions of this Agreement or of the performance thereof. None of the terms, covenants and
conditions of this Agreement may be waived by a Party except by its written consent.


 


18.6          
Reformation. The Parties hereby agree that neither Party intends to violate any public policy, statutory or common
law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association
of countries, and that if any word, sentence, paragraph or clause or combination thereof of this Agreement is found, by a court
or executive body with judicial powers having jurisdiction over this Agreement or any of the Parties hereto, in a final, unappealable
order to be in violation of any such provision in any country or community or association of countries, such words, sentences,
paragraphs or clauses or combination shall be inoperative in such country or community or association of countries, and the remainder
of this Agreement shall remain binding upon the Parties hereto. In lieu of such inoperative words, sentences, paragraphs or clauses,
or combination of clauses, there will be added automatically as part of this Agreement, a valid, enforceable and operative provision
as close to the original language as may be possible which preserves the economic benefits to the Parties.


 


18.7          
Force Majeure. No liability hereunder shall result to a Party by reason of delay in performance caused by force majeure
that is circumstances beyond the reasonable control of the Party, including, without limitation, acts of God, fire, flood, war,
terrorism, civil unrest, labor unrest, or shortage of or inability to obtain material or equipment.


 


18.8          
Section and Paragraph Headings. The section and paragraph headings used in this Agreement are intended for purposes
of reference and convenience only, and shall not factor into any interpretation of the Agreement.


 






    	 	-28-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


18.9          
Entire Agreement. The terms and conditions herein constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous agreements, whether electronic, oral or written, between
the Parties hereto with respect to the subject matter hereof, except for the Research Collaboration Agreement which, once executed, shall not be amended, modified or superseded in any respect
by the terms of this Agreement. No agreement of understanding bearing on this Agreement shall be binding upon either Party
hereto unless it shall be in writing and signed by the duly authorized officer or representative of each of the Parties and shall
expressly refer to this Agreement. Except as set forth in Section 18.10, electronic communication between the Parties shall not constitute an agreement of understanding, unless
it is subsequently reduced to writing and signed by the duly authorized officer or representative of each of the Parties and shall
expressly refer to this Agreement.


 


18.10       
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. Counterpart signature pages delivered by facsimile or similar electronic
transmission (including via e-mail in PDF format) shall be deemed binding as originals.


 


[Signatures follow on next page.]




 


 






    	 	-29-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


IN WITNESS WHEREOF,
the Parties hereto have executed and delivered this Agreement in multiple originals by their duly authorized officers and representatives
on the respective dates shown below, but effective as of the Agreement Date.


 


 


	MARKER THERAPEUTICS, INC.	 	BAYLOR COLLEGE OF MEDICINE
	 	 	 	 	 
	 	 	 	 	 
	Name:	/s/ John Wilson	 	Name:	/s/ Adam Kuspa, Ph.D.
	 	John Wilson	 	 	Adam Kuspa, Ph.D.
	 	 	 	 	 
	Title:  	Chief Executive Officer	 	Title:	Senior Vice President and Dean of Research
	 	 	 	 	 
	Date:  3/14/2018	 	Date:  3/23/18


  




    	 	-30-	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


Appendix A


BCM’s Patent Applications and Patents


 


	
        Law Firm Ref. No. 

        BCM Ref. No.

         
	
        Title and Patent Number 

        (if issued)

         
	Country	Developer(s)	Appln. No.	Filing Date and Issue Date	Assignment	Priority Information
	
        HO-P03681US0

          

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS	US	Ann Marie Leen, Cliona Rooney; Ulrike Gerdemann; Juan Vera	
        61/236,261

         

        Expired 
	24-Aug-2009	BCM	n/a
	
        BAYM.P0016US

          

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	US	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	12/862,409	24-Aug-2010	BCM; Wilson Wolf	
        USAN 61/236,261

         

        Filing Date: 24-Aug-2009

         

	
        BAYM.P0016US.C1

          

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	US	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	15/246,241	24-Aug-2016	BCM; Wilson Wolf	
        USAN 12/862,409 and USAN 61/236,261

         

        Filing Date: 24-Aug-2009

         

	
        BAYM.P0016WO

          

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	PCT	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	PCT/US2010/046505	24-Aug-2010	BCM; Wilson Wolf	
        USAN 61/236,261

         

        Filing Date: 24-Aug-2009

         

	
        BAYM.P0016EP

         

        BLG 10-001 

        BLG 10-048 
	
        GENERATION OF CTL LINES WITH SPECIFICITY AGAINST
        MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES

         

        EP Patent No. 2470644

         
	EP	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	EP 10814245.6	
        24-Aug-2010

         

        Issue Date: 21-Sep-2016

         
	BCM; Wilson Wolf	
        USAN 61/236,261

         

        Filing Date: 24-Aug-2009

         




 






    	 	1	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    




 


	
        Law Firm Ref. No. 

        BCM Ref. No.

         
	
        Title and Patent Number 

        (if issued)

         
	Country	Developer(s)	Appln. No.	Filing Date and Issue Date	Assignment	Priority Information
	
        BAYM.P0016ECH

        

         

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	CH	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 
	
        BAYM.P0016EDE

        

         

        BLG 10-001 

        BLG 10-048
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	DE	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 
	
        BAYM.P0016EDK

         

        BLG 10-001 

        BLG 10-048
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	DK	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 
	
        BAYM.P0016EFR

        

         

        BLG 10-001 

        BLG 10-048
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	FR	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 



 






    	 	2	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


	
        Law Firm Ref. No. 

        BCM Ref. No.

         
	
        Title and Patent Number 

        (if issued)

         
	Country	Developer(s)	Appln. No.	Filing Date and Issue Date	Assignment	Priority Information
	
        BAYM.P0016EGB

          

        BLG 10-001 

        BLG 10-048
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	GB	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 
	
        BAYM.P0016EIE

          

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	IE	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 
	
        BAYM.P0016ENL

         

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	NL	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 
	
        BAYM.P0016ENO

          

        BLG 10-001 

        BLG 10-048
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	NO	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 
	
        BAYM.P0016ESE

          

        BLG 10-001 

        BLG 10-048
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	SE	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	10814245.6	24-Aug-2010	BCM; Wilson Wolf	 



 






    	 	3	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


	
        Law Firm Ref. No. 

        BCM Ref. No.

         
	
        Title and Patent Number 

        (if issued)

         
	Country	Developer(s)	Appln. No.	Filing Date and Issue Date	Assignment	Priority Information
	
        BAYM.P0016EP.D1

          

        BLG 10-001 

        BLG 10-048 
	GENERATION OF CTL LINES WITH SPECIFICITY AGAINST MULTIPLE TUMOR ANTIGENS OR MULTIPLE VIRUSES	EP	Leen, Ann M.; Gerdemann, Ulrike; Rooney, Cliona; Vera Valdes Juan F.; Wilson, John R.	EP 16180607.0	24-Aug-2010	BCM; Wilson Wolf	
        USAN 61/236,261 

        Filing Date: 24-Aug-2009

	
        BAYM.P0059US.P1

          

        BLG 10-048 
	PEPMIXES TO GENERATE MULTIVIRAL CTLS WITH BROAD SPECIFICITY	US	Ann Marie Leen, Cliona Rooney, Ulrike Gerdemann, Juan F. Vera Valdes	
        61/596,875 

        Expired
	09-Feb-2012	BCM	n/a
	
        BAYM.P0059WO

          

        BLG 10-048 
	PEPMIXES TO GENERATE MULTIVIRAL CTLS WITH BROAD SPECIFICITY	PCT	Ann Marie Leen, Cliona Rooney, Ulrike Gerdemann, Juan F. Vera Valdes	PCT/US2013/025342	08-Feb-2013	BCM	
        USAN 61/596,875 

        Filing Date: 

        09-Feb-2012

	
        BAYM.P0059US

        

         

        BLG 10-048 
	PEPMIXES TO GENERATE MULTIVIRAL CTLS WITH BROAD SPECIFICITY	US	Ann Marie Leen, Cliona Rooney, Ulrike Gerdemann, Juan F. Vera Valdes	14/377,825	08-Aug-2014	BCM	
        USAN 61/596,875 

        Filing Date: 

        09-Feb-2012

	
        BAYM.P0059US.C1

          

        BLG 10-048 
	 PEPMIXES TO GENERATE MULTIVIRAL CTLS WITH BROAD SPECIFICITY	US	Ann Marie Leen, Cliona Rooney, Ulrike Gerdemann, Juan Vera  	15/905,176	26-Feb-2018	BCM	
        USAN 61/596,875 

        Filing Date: 

        09-Feb-2012




 






    	 	4	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


	
        Law Firm Ref. No. 

        BCM Ref. No.

         
	
        Title and Patent Number 

        (if issued)

         
	Country	Developer(s)	Appln. No.	Filing Date and Issue Date	Assignment	Priority Information
	
        BAYM.P0059EP

        

         

        BLG 10-048 
	PEPMIXES TO GENERATE MULTIVIRAL CTLS WITH BROAD SPECIFICITY	EP	Ann Marie Leen, Cliona Rooney, Ulrike Gerdemann, Juan F. Vera Valdes	EP 13746524.1	08-Feb-2013	BCM	
        USAN 61/596,875 

        Filing Date: 

        09-Feb-2012

	
        BAYM.P0168US.P1

        

         

        BLG 16-019 

        BLG 16-100 
	IMMUNOGENIC ANTIGEN IDENTIFICATION FROM A PATHOGEN AND CORRELATION TO CLINICAL EFFICACY	US	Ann Marie Leen, Paibel Aguayo-Hiraldo, Ifigeneia Tzannou	
        62/220,884

        Expired
	18-Sep-2015	BCM	n/a
	
        BAYM.P0168WO

        

         

        BLG 16-019 

        BLG 16-100 
	IMMUNOGENIC ANTIGEN IDENTIFICATION FROM A PATHOGEN AND CORRELATION TO CLINICAL EFFICACY	PCT	Ann Marie Leen, Paibel Aguayo-Hiraldo, Ifigeneia Tzannou, Juan F. Vera Valdes	PCT/US2016/052487	19-Sep-2016	BCM	
        USAN 62/220,884 

        Filing Date: 

        18-Sep-2015



  




    	 	5	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


Appendix B


Subject Technology


 


List of Subject Technology
to be sent by BCM to LICENSEE.


 


		1.	BLG 10-001, entitled “Generation of CTL Lines with Specificity Against Multiple Tumor Antigens
or Multiple Viruses”



 


		2.	BLG 10-048, entitled “ Pepmixes
to Generate Multiviral CTLs with Broad Specificity”



 


		3.	BLG 16-019, entitled “Immunogenic Antigen Identification from a Pathogen and Correlation to
Clinical Efficacy”



 


		4.	BLG 16-100, entitled “Immunogenic Antigen Identification from a Pathogen and Correlation to
Clinical Efficacy”



  




    	 	 	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


Appendix C 


Royalty Report


 





	BLG
    #:	_____________________	 	 
	Licensee:	_____________________	 	 
	Reporting
    Period:	_____________________	 	 
	Prepared
    By	_____________________	Date:	_____________________
	Approved
    By	_____________________	Date:	_____________________







 


Please prepare a separate report for
each product line. Then combine all product lines into a summary report.


 


Product Line Code (SKU): ________________________


 


	      Country	Units 

Sold	Exchange 

Rate	Total 

Billings 

(USD)	Gross 

Sales 

(USD)	Less 

Deductions*

 (USD)	Net 

Sales 

(USD)	Royalty 

Rate	Royalty 

Amount
	USA	 	 	 	 	 	 	 	 
	Canada	 	 	 	 	 	 	 	 
	Europe	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Japan	 	 	 	 	 	 	 	 
	Other	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	$
	Net Royalty Payable (USD)	 	 	 	 	 	$
	Sublicensing Revenue (USD)	 	 	 	 	 	$
	Other Payments- Milestones, Minimum Royalties, Maintenance Fees (USD)	$
	 	 	 	 	 	 	 	 	 
	Total Payment Due (USD)	 	 	 	 	 	$


 


*Deduction Description:


 




    	 	 	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


APPENDIX
D 


FORM OF INVOICE


 


 


Baylor Licensing Group


One Baylor Plaza


BCM210-600D


Houston, TX 77030


Phone: 713-798-6821


Fax: 713-798-1252







 


INVOICE


  


 


DATE


 


 


 


	RE:	XXXXXXXXXXXXX Fee 
	             	BLG # 


 


Dear:


 


Please let this letter serve as an INVOICE
for the XXXXXXXXXX fee of $XXXX for the above-referenced technology, as stated in the License Agreement,
between LICENSEE and Baylor College of Medicine. Please include interest per paragraph
3.5 of the license agreement.


 


Please make the check payable to Baylor
College of Medicine Please address payment to the address listed below and include BLG ref XX-XXX
on all payments.


 


Should you choose to send payment via wire;
I have attached a copy of our wire transfer instructions for your convenience.


 


Baylor College of Medicine


Licensing Group


P.O. Box 301207


Dallas, TX 15303-1207


 


I appreciate your attention to this matter.


 


Best regards,


 


Nellie Villarreal 


Administrative Coordinator


/nv


 




    	 	 	 



    
CONFIDENTIAL TREATMENT REQUESTED BY MARKER THERAPEUTICS, INC. 
 
Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.



    

 


ALL WIRE TRANSFER FEES ARE
TO BE PAID BY THE SENDER (NOT BAYLOR COLLEGE OF MEDICINE).


 


Wire Instructions (Incoming)


 


 


 


[***REDACTED***]