Exhibit
10.9


 


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


 


 





 






 





Collaboration
AGREEMENT


THIS COLLABORATION AGREEMENT
(the “Agreement”) is dated as of March 3, 2015 (the “Effective Date”) by and between Checkpoint
Therapeutics, Inc., a Delaware corporation organized having its place of business at 3 Columbus Circle, New York, NY 10019 (“CTI”),
and TG Therapeutics, Inc. located at 3 Columbus Circle, New York, NY 10019 (“TGTX”). CTI, on the one hand, and TGTX,
on the other hand, shall each be referred to herein as a “Party” or, collectively, as the “Parties.”


 


RECITALS:


 


WHEREAS, CTI is
party to that certain license agreement (the “License Agreement”) dated the date hereof with Dana Farber Cancer Institute
(“DFCI”);


 


WHEREAS, DFCI is
the owner of certain rights in the DFCI Technology; and


 


WHEREAS, DFCI has
licensed rights to the DFCI Technology to CTI; and


 


WHEREAS, CTI is
permitted to extend the rights granted to it under the DFCI Technology to Affiliates (as defined in the License Agreement); and


 


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


 


WHEREAS, CTI desires
to collaborate with TGTX and extend to TGTX the rights granted to it under the Licensed Technology in order to benefit the public
by disseminating the results of its research via the commercial development, manufacture, distribution and use of Licensed Products
(as defined below); and


 


WHEREAS, TGTX desires
to collaborate with CTI and to exercise the rights granted to CTI, on an exclusive basis, so that it can exclusively use, develop
and commercialize DFCI Patents in and for a defined field of use; and


 


WHEREAS, in the event TGTX
is no longer an Affiliate of CTI, TGTX and CTI intend for the rights extended to TGTX hereunder to continue as a Sublicense (as
defined in the License Agreement) as permitted by Section 2.3 of the License Agreement


 


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


 




    	 	 	 



     


    

 


ARTICLE
I

DEFINITIONS


 


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


 


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


 


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


 


1.3           “Autoimmune
Diseases” means any disease which results from a loss of immune tolerance to self-antigens,
including without limitation multiple sclerosis, rheumatoid arthritis, systemic lupus erythematosus, sjogren syndrome, celiac disease,
Graves’ disease, myasthenia gravis, Type I diabetes, idiopathic thrombocytopenic purpura, pemphigus vulgaris, among others,
including any presentation or manifestation thereof.


 


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


 


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


 


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


 




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


 


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



 


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


 


1.10         
“Covered” means, with respect to a Licensed Product, that the practicing,
manufacturing, importing, using, selling, or offering for sale of such Licensed Product would, but for ownership of or a license
granted hereunder under DFCI’s relevant DFCI Patents, infringe a Valid Claim of DFCI’s relevant DFCI Patents in the
country in which the activity occurs (or, in the case of a Valid Claim that has not yet issued, would infringe such Valid Claim
if it were to issue).


 


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


 


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


 


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


 




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


 


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


 


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


 


1.17         “DFCI
Technology” means the DFCI Patents, DFCI Know-How, DFCI Antibodies, Derivatives,
and DFCI Materials. 


 


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


 


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


 


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


 


1.21         “Field”
means all prophylactic, palliative, therapeutic or diagnostic uses in humans or animals
for the prevention, diagnosis and treatment of hematological malignancies, including, without limitation, all Leukemia’s,
Lymphoma’s, Multiple Myeloma and Waldentroms Macroglobulemia, but specifically excluding use in chimeric antigen receptor
technology. Additionally, upon exercise of the Autoimmune Option, the Field shall include the prevention, diagnosis and treatment
of Autoimmune Diseases.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


1.29         
“NDA” means a New Drug Application submitted pursuant to the requirements
of the FDA, as more fully defined in 21 U.S. CFR § 314.3 et seq., a Biologics License Application submitted pursuant
to the requirements of the FDA, as more fully defined in 21 U.S. CFR § 601, and any equivalent application submitted
in any country, including a European Marketing Authorization Application, together, in each case, with all additions, deletions
or supplements thereto.


 





 






* Confidential
material redacted and filed separately with the Commission.


 




    	 	5	 



     


    

  


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


 


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


 


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



 


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



 


		(c)	Product returns and allowances;



 


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



 


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



 


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



 


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



 


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


 


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


 


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


 




    	 	6	 



     


    

 


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


 


1.32         
“Person” means any natural person, corporation, firm, business trust, joint
venture, association, organization, company, partnership or other business entity, or any government or agency or political subdivision
thereof.


 


1.33         
“Phase I Trial” means a clinical trial of a Licensed Product in human
patients designated as a Phase I Trial and conducted primarily for the purpose of determining the safety of and/or the metabolism
and pharmacologic actions of the Licensed Product in humans, as described under 21 CFR § 312.21(a) (as hereafter modified
or amended) and any of its foreign equivalents. For purposes of this definition, Phase I Trial shall specifically exclude trials
in healthy volunteers.


 


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


 




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


 


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


 


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



 


1.38         “Royalty
Term” means, on a Licensed Product-by-Licensed Product and country-by-country basis,
the period from the First Commercial Sale of a given Licensed Product in such country until the later of (i) ten (10) years after
First Commercial Sale of the applicable Licensed Product in such country, or (ii) the expiry of the last-to-expire DFCI Patent
containing a Valid Claim to the Licensed Product in such country, provided that TGTX’s obligation to pay royalties hereunder
shall not extend beyond the obligation of CTI to DFCI under the License Agreement. 


 


1.39         
“Sublicensee” means a Person, other than an Affiliate of TGTX, to which TGTX
(or its Affiliate) has, pursuant to Section 2.3, granted sublicense rights under any of the license rights granted under Section 2.1.
“Sublicense” shall be construed accordingly.


 


1.40         
“Sublicense Revenue" means any payments or other consideration that CTI actually
receives from a Sublicensee as consideration for the grant of a Sublicense, including, without limitation, milestone payments,
license fees, license maintenance fees and equity. Sublicense Revenue excludes (i) purchases of equity or debt of TGTX, (ii) payments
made for GTX’s performance of any research, Development, or Commercialization of any Licensed Product, (iii) (b) royalties
on Net Sales (or, in the case of a profit sharing deal structure, shares of net profits) which are covered in Section 5.9, and
(iv) any payment or reimbursement of any costs or expenses incurred by TGTX for filing, prosecution, maintenance, or defense of
any DFCI Patents. In the event such consideration received from a Sublicensee is not cash, Sublicense Revenue shall be calculated
by TGTX based on the fair market value of such consideration, at the time of the transaction, assuming an arm’s length transaction
made in the odinary course of business.


 


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


 




    	 	8	 



     


    

 


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


 


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


 


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


 


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


 


ARTICLE II

LICENSES AND OTHER RIGHTS


 


2.1           Grant
of License to TGTX. 


 


(a)          Subject
to the terms and conditions of this Agreement and the License Agreement, and the reserved rights described in Section 2.4 and Section
2.5 of the License Agreement, effective immediately at the time TGTX is no longer deemed to be an Affiliate of CTI, CTI hereby
grants to TGTX, and TGTX hereby accepts, an exclusive, worldwide, royalty-bearing right and license (with the right to sublicense,
subject to the provisions of Section 2.3) under the DFCI Patents to (i) research, Develop, manufacture, have manufactured, use,
import and Commercialize and have Commercialized the Licensed Products, in and for the Field and (ii) to practice and have practiced
any Licensed Processes, in and for the Field. CTI and its Affiliates grant no licenses or rights by implication, estoppel or otherwise
under any other patent applications or patents owned in whole or in part by DFCI other than as expressly set forth herein. 


 




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(b)          Subject
to the terms and conditions of this Agreement, effective immediately at the time TGTX is no longer deemed to be an Affiliate of
CTI, CTI hereby grants TGTX a non-exclusive license under DFCI’s rights in and to the DFCI Materials listed in Schedule 3
solely in support of the exercise of TGTX’s license rights under Section 2.1(a). TGTX shall not have the right and shall
be prohibited from selling, transferring, or distributing the DFCI Materials to end users, except in the case where such end users
are CTI Affiliates or Sublicensees under this Agreement. This Section 2.1(b) shall not affect the rights granted to TGTX hereunder
to research, Develop, manufacture, have manufactured, use, import and Commercialize and have Commercialized Licensed Products made
from or using such DFCI Materials. 


 


2.2           Affiliates.
Effective immediately at the time TGTX is no longer deemed to be an Affiliate of CTI, TGTX is entitled to extend its licenses under
this Article II to its Affiliates, consistent with all of the terms and conditions of this Agreement. If TGTX does extend its license
and an Affiliate assumes obligations under the Agreement, TGTX shall be responsible and liable for the acts or omissions of the
Affiliate in the exercise of rights under this Agreement. If CTI has a claim arising under this Agreement against an Affiliate,
CTI may seek a remedy directly against TGTX and may, but is not required to, seek a remedy against the Affiliate. Any termination
of the Agreement under Article X as to TGTX also constitutes termination as to any Affiliates.


 


2.3           Grant
of Sublicenses by TGTX. Effective immediately at the time TGTX is no longer deemed to
be an Affiliate of CTI, TGTX shall have the right, in its sole discretion, to grant Sublicenses, in whole or in part, under the
license granted in Section 2.1; provided, however, that the granting by TGTX of a Sublicense shall not relieve TGTX of any of its
obligations hereunder; and provided, further, that TGTX’s right to grant a Person a Sublicense shall be subject to TGTX including
within such Sublicense express provisions binding the Sublicensee to terms and condition consistent with those contained herein.
TGTX shall be and remain fully responsible and primarily liable for the compliance by Sublicensees with the terms and conditions
of this Agreement (as applicable to them) as if such Sublicensees were TGTX hereunder. TGTX shall promptly provide a copy of each
executed sublicense agreement and any modifications of the sublicense agreement (provided that such copy may be redacted to remove
commercially sensitive terms that are not necessary to confirm compliance with the terms and conditions of this Agreement) following
execution of such agreement.


 


2.4           
Delivery of DFCI Know-How, DFCI Antibodies, and DFCI Materials. Effective immediately at the time TGTX is no longer deemed
to be an Affiliate of CTI, CTI shall deliver to TGTX DFCI Know-How, DFCI Antibodies, and DFCI Materials within sixty (60) days
of the Effective Date of this Agreement.


 




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2.5           Extension
of Rights. During such time as TGTX is deemed an Affiliate of CTI, CTI extends to TGTX
all of its rights under the License Agreement subject to the terms and conditions of this Agreement and the License Agreement,
provided that such rights shall be limited to the Field and shall exclude the right to make and have made Licensed Products. TGTX
hereby assumes the obligations of CTI under the License Agreement with respect to its exercise of rights thereunder. Such extension
of rights shall automatically terminate at the time TGTX is no longer deemed to be an Affiliate of CTI. It is the intention of
TGTX and CTI for this Agreement to be consistent with the License Agreement. During the term of this Agreement, if CTI shall default
on any obligations owed DFCI then TGTX shall have the right to cure such defaults and set any amounts incurred by TGTX in curing
such defaults against any future payments TGTX may owe to CTI. 


 


ARTICLE III

RIGHTS, DUTIES AND DILIGENCE 


 


3.1           Diligence
by TGTX. TGTX shall use Commercially Reasonable Efforts to Develop and to Commercialize
Licensed Products targeting PD-L1 and GITR in the Field. The Parties acknowledge that TGTX may Develop and Commercialize Licensed
Products that are a Combination Product containing one or more DFCI Antibodies or Derivatives. Except as otherwise provided herein
or agreed upon in writing, CTI agrees that it will not make, use or sell Licensed Products in the Field (“Exclusivity Covenant”).
In addition, TGTX shall have the option (the “Autoimmune Option”) to include Autoimmune Diseases in the Field by providing
notice to CTI and making a $1,000,000 payment. Such Autoimmune Option can be exercised up to 3 years from the date hereof. 


 


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


 


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


 


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



 


	Milestone	Achievement Date
	-*for first PD-L1 Licensed Product	* years from the Effective Date
	-* for first PD-L1  Licensed Product   	* years from the Effective Date
	-* for first PD-L1 Licensed Product  	* years from the Effective Date
	-* for first PD-L1 Licensed Product  	* years from the Effective Date
	-* for first PD-L1 Licensed Product     	* years from the Effective Date
	-* for first PD-L1 Licensed Product   	* years from the Effective Date
	-* for first PD-L1 Licensed Product	* Years from the Effective Date





 


 






* Confidential
material redacted and filed separately with the Commission.




 




    	 	11	 



     


    

 


(b)          Milestone
Dates for a Licensed Product Targeting GITR


 


	Milestone	Achievement Date
	-* for first GITR Licensed Product	* years from the Effective Date
	-* for first GITR Licensed Product   	* years from the Effective Date
	-* for first GITR Licensed Product  	* years from the Effective Date
	-* for first GITR Licensed Product  	* years from the Effective Date
	-* for first GITR Licensed Product     	* years from the Effective Date
	-* for first GITR Licensed Product   	* years from the Effective Date
	-* for first GITR Licensed Product	* Years from the Effective Date





 


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


 


3.4           Development
and Commercialization Reports. Within 50 days of the Effective Date and at least 10 days
before each anniversary of the Effective Date, TGTX shall provide to CTI a written report describing the efforts by TGTX, or any
Affiliates or Sublicensees, to bring one or more Licensed Products to the marketplace. The report must be in sufficient detail
to permit CTI to monitor TGTX’ compliance with the due diligence provisions of this Agreement. 


 





 






* Confidential
material redacted and filed separately with the Commission.


 




    	 	12	 



     


    

 


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


 


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


 


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


 


3.6           Conversion
to Non-exclusive License. If (i) the Exclusivity Covenant is terminated as provided in
Section 3.5 or (ii) the exclusive license granted under this Agreement is converted to a non-exclusive license for any Licensed
Product as provided in Section 3.5, this Agreement is automatically amended as follows as it relates to such Licensed Product;
(a) the exclusive license of Section 2.1 becomes a non-exclusive license, (b) TGTX loses the right to grant sublicenses under Section
2.3; provided that any sublicense granted prior to such conversion shall continue and not be affected by such conversion, (c) the
obligations of Sections 3.1 through 3.4 continue to apply, (d) the obligation under Section 3.10 no longer applies, (e) TGTX has
no further rights or obligations under Article VI; provided that CTI shall keep TGTX apprised of any new filings of patent applications
and issuance of patents that fall within the DFCI Patents, and (f) CTI has the sole right to pursue apparent infringements and
the terms of Article VI no longer apply. 


 


3.7           Costs
and Expenses. As between CTI and TGTX, (a) TGTX shall be solely responsible for all costs
and expenses related to Development, and Commercialization of the Licensed Products, including without limitation costs and expenses
associated with all preclinical activities and clinical trials, and all regulatory filings and proceedings relating to Licensed
Products in the Field and (b) CTI shall be the sole and exclusive manufacturer of Licensed Products for TGTX, such that TGTX shall
purchase all of its requirements of Licensed Products from CTI and will not make or have made Licensed Products directly or through
its Affiliates or Sublicensees) unless CTI is unable to provide sufficient supplies at competitive prices, the terms of which shall
be negotiated in a manufacturing and supply agreement. CTI shall be solely responsible for all costs and expenses related to CMC
including without limitation, CMC development and scale-up, CMC validation, analytical method development and validation, stability
testing, manufacturing, finishing and release. TGTX shall reimburse CTI for CTI’s out-of-pocket cost for Licensed Product
used by TGTX for its Development activities and shall pay CTI a manufacturing transfer price for Commercial supplies equal to CTI’s
out-of-pocket cost of Licensed Product plus the lesser of: (a) 30% of such cost and (b) 3% of Net Sales generated by the materials
supplied The Parties agree to execute a manufacturing and supply agreement within a reasonable time after the execution of the
Agreement on these terms and including such other customary and reasonable terms.


 




    	 	13	 



     


    

 


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


 


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


 


3.10         U.S.
Manufacture.  To the extent TGTX manufactures Licensed Products (e.g. if TGTX and CTI
agree that CTI will no longer be the sole manufacturer of Licensed Products), TGTX shall manufacture Licensed Products leased,
used or sold in the United States substantially in the United States as required by 35 U.S.C. 204 and 37 C.F.R. 401 et. seq., as
amended. TGTX shall also require any Affiliate(s) or Sublicensee(s) to comply with this U.S. manufacture requirement. Notwithstanding
the foregoing, if TGTX or its Affiliate(s) or Sublicensee(s) determines that it is not commercially feasible or reasonable to manufacture
such Licensed Products in the United States or determines that it is necessary to have additional manufacturers outside the United
States for back-up supply or to supply Licensed Products outside the United States, then CTI agrees to make reasonable efforts
to assist TGTX, or its Affiliate(s) or Sublicensee(s), as applicable, at TGTX’ expense, in obtaining any necessary permission
from the appropriate government authorities to manufacture such Licensed Products outside the United States.


 


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


 


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


 


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


 




    	 	14	 



     


    

 


ARTICLE IV

REGULATORY MATTERS


 


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


 


ARTICLE V

Financial Provisions


 


5.1           Upfront
Fee. Within twenty (20) days of the Effective Date, TGTX shall pay CTI an up-front, non-creditable,
non-refundable fee in the amount of Five Hundred Thousand Dollars ($500,000). 


 


5.2           Maintenance
Fee. Within thirty (30) days following the second anniversary of the Effective Date and
each anniversary thereafter, TGTX shall pay CTI an annual license maintenance fee in the amount of *
Dollars ($*). Such fees are creditable against milestone payments due pursuant to Section
5.6, royalties due pursuant to Section 5.7 or Sublicense Revenue Share Payments (as defined in Section 5.9).


 


5.3           Reserved


 


5.4           Milestone
Payments. 


 


(a)          Product-based
Milestones. As further partial consideration for CTI’s grant of the rights to TGTX hereunder, TGTX shall pay to
CTI the following one-time, product-based milestone payments with regard to each Licensed Product (as specifically set forth below)
to achieve the respective event, up to two (2) Licensed Products per product-based milestone. TGTX will pay the relevant milestone
payment within 60 days of such achievement.


 


	Product-based Milestones 	Milestone Payment 
	Twelfth patient dosed in a Phase I Trial in the Field 	$*
	First dosing of any patient in a Phase II Trial in the Field	$*
	First dosing of any patient in a Phase III Trial in the Field	$*
	First Commercial Sale in the United States	$*
	First Commercial Sale in the European Union	$*
	First Commercial Sale in Japan	$*


 





 






* Confidential
material redacted and filed separately with the Commission.


 




    	 	15	 



     


    

 


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


 


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


 


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


 


5.5           Royalty,
Etc. Payments for Licensed Products.


 


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


 


	Annual Worldwide Net Sales of All Licensed Products per Calendar

Year (US Dollars)	Incremental

Royalty Rate
	For Net Sales of such Licensed Products from $0 up to and including $*	*%
	For that portion of Net Sales of such Licensed Products that is greater than $*	*%


 


(b)          In
no event shall the manufacture of a Licensed Product give rise to a royalty/payment in the nature of royalties obligation until
the particular unit of Licensed Product is sold; but if Net Sales of a particular unit of Licensed Product might or might not be
subject to a royalty/payment in the nature of royalties payment (e.g., manufactured in Country A where the Royalty Term has expired
but sold in Country B where the Royalty Term has not expired), the sale shall be deemed to be subject to a royalty/payment in the
nature of royalties payment. For clarity, TGTX’s obligation to pay royalties to CTI under Section 5.7(a) is imposed only
once with respect to the same unit of Licensed Product regardless of the number of DFCI Patents pertaining thereto or the number
of times such Licensed Product has been sold or transferred to a Person.


 





 






* Confidential
material redacted and filed separately with the Commission.


 




    	 	16	 



     


    

 


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


 


(d)          Reserved.



 


(e)          In
the event that the DFCI Patents do not contain any Valid Claim Covering the composition of matter for any of the active pharmaceutical
ingredients of a Licensed Product in a particular country, royalties due to CTI will be reduced by *
percent (*%) of the applicable royalty rate as set forth in Section 5.7(a) for that Licensed Product in such country.



 


(f)          In
the event that a Licensed Product in a country is not Covered by a Valid Claim of a Licensed Patent, royalties with respect to
such Licensed Product in such country shall be reduced by * percent (*%) of the applicable royalty rate as
set forth in Section 5.7(a) and shall be due for the period commencing with the First Commercial Sale of such Licensed Product
in such country and ending ten (10) years from date of such First Commercial Sale. 


 


(g)          Notwithstanding
the above, in no event shall the royalty rates set forth in Section 5.7(a) be reduced under 5.7(d), (e), and (f) above by more
than *% collectively. 


 


5.6           Timing
of Royalty Payment. Royalties/payments in the nature of royalties payable under Section
5.5 shall be payable on actual Net Sales and shall accrue at the time provided therefor by US GAAP. Royalty/payment in the nature
of royalties obligations that have accrued during a particular Calendar Quarter shall be paid, on a Calendar Quarter basis, within
80 days after the end of each Calendar Quarter during which the royalty/payment in the nature of royalties obligation accrued;
provided that within 40 days after the conclusion of each Calendar Year TGTX shall provide notice to CTI of any adjustments necessary
to account for any royalties/payment in the nature of royalties which were overpaid or underpaid for such prior Calendar Year’s
Calendar Quarters, and the Parties shall promptly true-up based on such adjustments, provided however, the lapse of such 50-day
period shall not impact the right of TGTX to credit any over-payments discovered during an audit against future royalties due under
Section 5.5 hereof. 


 


5.7           Sublicense
Revenue. TGTX shall pay to CTI * percent (*%) of all Sublicense
Revenue received by TGTX (“Sublicense Revenue Share Payments”). Sublicense Revenue Share Payments shall be paid,
on a Calendar Quarter basis, within 80 days after the end of each Calendar Quarter during which the respective Sublicense Revenue
is received.


 


5.8           Royalty
Reports and Records Retention. Within 50 days after the end of each Calendar Quarter during
which Licensed Products have been sold, TGTX shall deliver to CTI, together with the applicable royalty/payment in the nature of
royalties payment due, a written report, on a Licensed Product-by-Licensed Product (and specifying non-Covered status, as applicable)
and country-by-country basis, of (a) (a)          Number of Licensed Products
manufactured and sold by TGTX, and any Affiliates or Sublicensees, in each country; (b) gross invoiced (or otherwise charged) amounts
of sales, by TGTX and its Affiliates and Sublicensees, of Licensed Products subject to royalty payments for such Calendar Quarter
(and, if non-Covered, subject to royalty/payment in the nature of royalties payments for such Calendar Quarter), (c) amounts deducted
by category (following the definition of Net Sales) from such gross invoiced amounts to calculate Net Sales, (d) Net Sales subject
to royalty or royalty/payment in the nature of royalties payments for such Calendar Quarter and Calendar Year to date, and (e)
the corresponding royalty or royalty/payment in the nature of royalties, and (f) the nature and amount of Sublicense Revenue received
by TGTX. Such report shall be deemed “Confidential Information” of TGTX subject to the obligations of Article VII of
this Agreement. For three years after each sale of a Licensed Product (whether Covered or not), TGTX shall keep (and shall ensure
that its Affiliates and Sublicensees shall keep) complete and accurate records of such sale in sufficient detail to confirm the
accuracy of the royalty or royalty/payment in the nature of royalties calculations hereunder.


 





 






* Confidential
material redacted and filed separately with the Commission.


 




    	 	17	 



     


    

 


5.9           CTI
shall be solely responsible for paying directly to DFCI all payments due to DFCI under Section 5 of the License Agreement that
arise out of the exercise of rights by TGTX under this Agreement, including, without limitation, royalties on TGTX’s Net
Sales.


 


5.10         Books
and Audits.


 


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


 


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


 


(b)          If
such accounting firm concludes that additional amounts were owed during such period, TGTX shall pay the additional royalties and/or
royalties/payment in the nature of royalties within 15 days after the date such public accounting firm delivers to TGTX such accounting
firm’s written report. If such accounting firm concludes that an overpayment was made, such overpayment shall be fully creditable
against amounts payable in subsequent payment periods. If TGTX disagrees with such calculation, TGTX may contest such calculation
in writing – at which point the parties will work in good faith to submit the matter to a mediator for resolution. If the
parties are unable to reach an agreement via mediation, then TGTX may initiate a court action to seek to recover the additional
payment or to increase the amount of credit or reimbursement. CTI shall pay for the cost of any audit by CTI, unless TGTX has underpaid
CTI by 5% or more for a specific royalty period, in which case TGTX shall pay for the reasonable costs of audit, as well as any
additional sum that would have been payable to CTI had the TGTX reported correctly, plus interest as set forth in Section 4.14.


 




    	 	18	 



     


    

 


(c)          Each
Party shall treat all information that it receives under this Section 5.10 in accordance with the confidentiality provisions of
Article VII of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the
audited Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement,
except to the extent necessary for a Party to enforce its rights under the Agreement.


 


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


 


by check:


 


Checkpoint Therapeutics, Inc.


3 Columbus Circle


 


New York, NY10019


 


by wire transfer:


 


[To be provided]


 


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


 


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


 




    	 	19	 



     


    

 


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


 


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


 


ARTICLE VI

Patents


 


6.1           Patent
Prosecution and Maintenance.


 


(a)          DFCI
Patents. TGTX shall reimburse CTI for *% of the patent expenses incurred
under the License Agreement. 


 


(b)          New
or Revised Applications. CTI will, upon learning from DFCI of an intention to file or revise one or more patent applications
which are DFCI Patents subject to the License grant in Article II, promptly inform TGTX of such intention, and will provide TGTX
with the opportunity to comment on the content of such DFCI patent application before CTI sends comments to DFCI on such filing.
CTI shall include any such reasonable TGTX comments in the comments to be sent to DFCI. 


 





 






* Confidential
material redacted and filed separately with the Commission.


 




    	 	20	 



     


    

 


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


 


(d)          Election
Not to File/Prosecute/Maintain DFCI Patents. TGTX acknowledges and agrees that DFCI shall not be required to file, prosecute
or maintain the DFCI Patents, provided, however, if DFCI decides to not pursue or maintain any such DFCI Patents then CTI shall
promptly notify TGTX so the Parties can determine if they would like to assume responsibility for such activities in DFCI’s
name but at the Parties expense. In such event, TGTX will no longer owe any royalty obligation on account of such (country-level)
DFCI Patents assumed by the Parties. Similarly, to the extent CTI does not want to continue funding the patent costs of any portion
of DFCI Patents, CTI will notify TGTX and give TGTX an opportunity to assume responsibility for such Patents at TGTX’s expense
and shall owe DFCI directly the royalties due under the License Agreement and shall no longer owe royalty obligation to CTI on
account of such (country-level) DFCI Patents assumed by TGTX. TGTX acknowledges that if neither CTI or TGTX continue funding patent
costs then such portion of DFCI Patents will no longer be included as DFCI Patents. 


 


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


 


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


 


6.4           Enforcement
of Patents.


 


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


 




    	 	21	 



     


    

 


(b)          Action
by DFCI.


 


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



 


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


 


(iii)        CTI’s
Right to Join. If CTI shall exercise its rights to join any legal proceeding brought by DFCI under Section 6.4 of the License
Agreement, then TGTX shall have the right to join CTI under the same terms and conditions of paragraph 6.4(b)(iii) of the License
Agreement.


 


(c)          Action
by CTI and TGTX. 


 


(i)          Procedure.
If CTI has the right to prosecute a Substantial Infringement under Section 6.4(c) of the License Agreement, then CTI shall promptly
notify TGTX, and it may initiate a legal proceedings against the alleged infringer. If CTI decides that it will not commence any
legal proceeding with respect to the Substantial Infringement, then TGTX shall be given the rights to prosecute granted to CTI
under Section 6.4(c). 


 


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


 




    	 	22	 



     


    

 


(iii)        Reduction
of Royalties. If CTI initiates legal proceedings under Section 6.4 of the License Agreement and TGTX joins pursuant to this
Section 6.4, then TGTX shall have the same rights as CTI has under Section 6.4(c)(iii) of the License Agreement. Additionally,
if TGTX prosecutes pursuant Section 6.4(i) of this Agreement after CTI decides not to prosecute and neither DFCI nor CTI independently
join the proceeding, then TGTX may deduct up to * percent (*%) of
TGTX’s documented costs and expenses of the proceeding (including reasonable attorney fees) from running and minimum royalties
payable to CTI under Section 5.7(a) of this Agreement from sales of Licensed Products covered by the patent(s)-in suit. However,
TGTX may not reduce CTI’s royalty payments by more than fifty percent of the amount otherwise due under Article V. If *
percent (*%) of TGTX’s costs and expenses exceed the amount of royalties deducted by TGTX for any calendar year,
TGTX may, to that extent, reduce the royalties due to CTI in succeeding calendar quarters for so long as TGTX is actively engaged
in legal proceedings to terminate the Substantial Infringement. However, TGTX may not reduce total royalties due to CTI in a given
calendar quarter by more than * percent (*%). TGTX’s right to reduce royalty payments to CTI under
this paragraph 6.4(c)(iii) applies only for so long as the Substantial Infringement continues. 


 


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


 


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


 


6.6           Distribution
of Amounts Paid by Third Parties. Any amounts recovered by the Party initiating an Action
pursuant to this Section 6.6, whether by settlement or judgment, shall be allocated in the following order: to reimburse the Parties
for all out-of-pocket costs and expenses incurred in connection therewith, including attorneys’ fees. If such recovery is
insufficient to cover all such costs and expenses of both Parties, it will be shared pro-rata in proportion to the relative amount
of such costs and expenses incurred by each Party. If after such reimbursement any funds remain from such damages, the remaining
amount of such recovery shall be allocated as follows: the portion thereof attributable to “lost sales” in the Field
shall be retained by TGTX and shall be deemed to be Net Sales for the Calendar Quarter in which the amount is actually received
by TGTX and TGTX shall pay to CTI a royalty on such portion based on the royalty rates set forth in Section 5.7(a), and the portion
thereof not attributable to “lost sales” and is not allocated to DFCI under Section 6.6 of the License Agreement shall
be allocated 50% to TGTX and 50% to CTI. 


 


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



 





 






* Confidential
material redacted and filed separately with the Commission.


 




    	 	23	 



     


    

 


ARTICLE VII

CONFIDENTIALITY


 


7.1           Definitions.
CTI and TGTX each recognizes that during the Term, it may be necessary for a Party (the “Disclosing Party”)
to provide Confidential Information (as defined herein) to another Party (the “Receiving Party”) that is highly
valuable, the disclosure of which would be highly prejudicial to such Party. The disclosure and use of Confidential Information
shall be governed by the provisions of this Article VII. Neither Party shall use the other’s Confidential Information except
as expressly permitted in this Agreement. For purposes of this Agreement, “Confidential Information” means all
information (including information relating to the business, operations and products of a Party or any of its Affiliates) disclosed
by the Disclosing Party to the Receiving Party and which reasonably ought to have been understood to be confidential and/or non-public
information at the time disclosed to the Receiving Party, or which is designated in writing by the Disclosing Party as “Confidential”
(or equivalent), or which when disclosed orally to the Receiving Party is declared to be confidential by the Disclosing Party and
is so confirmed in a writing delivered to the Receiving Party within 30 days after such oral disclosure, including but not limited
to any technical information, Know-How, trade secrets, or inventions (whether patentable or not), that such Party discloses to
another Party under this Agreement, or otherwise becomes known to another Party by virtue of or that relates to this Agreement.



 


7.2           Obligation.
The Parties agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s,
or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary
to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this
Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights.
Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party
without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such
Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article
VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee)
shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which
would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except
as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality
of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential
Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party,
upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information
disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the
request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network
storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under
this Agreement. 


 




    	 	24	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	25	 



     


    

 


ARTICLE VIII

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


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


 


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


 


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


 


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


 


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



 


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


 


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


 


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


 




    	 	26	 



     


    

 


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


 


8.2           Reserved.


 


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


 


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


 


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


 


ARTICLE
IX

INDEMNIFICATION; LIMITATION OF LIABILITY; INSURANCE


 


Indemnification and Defense.


 


9.1           TGTX
shall indemnify, defend and hold harmless (i) DFCI and its trustees officers, medical and professional staff, employees, and agents
and their respective successors, heirs and assigns and (ii) CTI and its directors, officers, employees, agents and contractors
(the "CTI Indemnitees"), against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses
of litigation) incurred by or imposed upon the CTI Indemnitees, or any one of them, in connection with any claims, suits, actions,
demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort,
warranty, strict liability) concerning any product, process or service relating to, or developed by TGTX, its Affiliates or Sublicensees
pursuant to (a) any right or license granted under this Agreement or (b) arising out of any other activities to be carried out
by TGTX pursuant to this agreement. TGTX's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense
to the extent that it is attributable to (x) the grossly negligent activities of the CTI Indemnitees, or (y) the intentional wrongdoing
or intentional misconduct of the CTI Indemnitees TGTX shall, at its own expense, provide attorneys reasonably acceptable to CTI
to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity
contained herein, whether or not such actions are rightfully brought.


 




    	 	27	 



     


    

 


9.2           CTI
shall indemnify, defend and hold harmless TGTX and its directors, officers, employees, agents and contractors (the "TGTX Indemnitees"),
against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or
imposed upon the TGTX Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising
out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning
(a) any product, process or service relating to, or developed by CTI, its Affiliates or Sublicensees pursuant to the License Agreement
or (b) any other activities to be carried out by CTI pursuant to this agreement. CTI's indemnification under Section 9.1 does not
apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of
the TGTX Indemnitees, or (y) the intentional wrongdoing or intentional misconduct of the TGTX Indemnitees. CTI shall, at its own
expense, provide attorneys reasonably acceptable to DFCI and TGTX to defend against any actions brought or filed against any party
indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought


 


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


 


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


 


Insurance. 


 


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


 




    	 	28	 



     


    

 


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


 


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


 


9.8           TGTX
shall require any of its Affiliates or Sublicensee(s) to, maintain insurance in favor of CTI, DFCI and the Indemnitees under the
same terms set forth in Sections 9.5 – 9.7 of this Agreement.


  


ARTICLE
X

TERM AND TERMINATION


 


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


 


10.2         Termination
by CTI. CTI has the right to immediately terminate this Agreement, the extension of rights
(if such termination occurs while TGTX is an Affiliate of CTI), and all licenses granted hereunder (if such failure occurs after
the time TGTX ceases to be an Affiliate of CTI), or at CTI’s option to convert the exclusive license granted in Article 2.1
to a non-exclusive license (if such failure occurs after the time TGTX ceases to be an Affiliate of CTI) in accordance with Section
3.6, by providing TGTX with written notice of such, upon the occurrence of any of the following events.


 




    	 	29	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10.6         Effect
of Termination


 


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


 


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


 




    	 	30	 



     


    

 


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


 


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


 


(e)          If
(i) this Agreement is in effect at the time of the termination of the License Agreement and (ii) TGTX is not an Affiliate of CTI
at such time then, upon the written approval by DFCI, this Agreement survive and remain in full force and TGTX hereby agrees to
be bound by the terms of the License Agreement pursuant to Section 10.6(d) of the License Agreement. If DFCI does not approve such
survival, then this Agreement shall terminate upon termination of the License Agreement. Such approval by DFCI shall not be unreasonably
withheld and shall not require the payment of additional consideration.


 


(f)          Pursuant
to the License Agreement, TGTX is deemed an Affiliate of CTI, and thus at the time the License Agreement is terminated, this Agreement
shall automatically terminate at such time; provided, that pursuant to Section 2.5, TGTX shall have the right to cure any breach
and that CTI will not voluntarily terminate the License Agreement with TGTX’s prior written consent. 


 


10.7         Dispute
Resolution.


 


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


 


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


 




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ARTICLE
XI

MISCELLANEOUS PROVISIONS


 


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


 


11.2         Assignment.


 


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


 


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


 


(c)          TGTX
may not transfer or assign its rights or licenses or delegate its obligations under this Agreement, in whole or in part, by operation
of law or otherwise, to any Third Party without the prior written consent of CTI, which consent shall not be unreasonably withheld,
conditioned or delayed; provided that, notwithstanding the foregoing, TGTX may, without such consent, assign its rights
or licenses and/or delegate its obligations under this Agreement to (i) an Affiliate or (ii) a Third Party in connection with a
Sale Event (and for the avoidance of doubt, at such time the extension of rights set forth in Section 2.5 shall terminate and the
licenses granted to TGTX in Section 2 shall become effective). As a condition to any permitted assignment hereunder, the assignee
must expressly assume, in a writing delivered to CTI and signed by a duly authorized officer of the assignee (and in a form reasonably
acceptable to CTI) all of TGTX’s obligations under this Agreement, whether arising before, at or after the assignment. 


 


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


 


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


 




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


 


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


 


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


 


If to CTI, addressed to:


 


Checkpoint Therapeutics, Inc.

3 Columbus Circle, 15th Floor


New York, NY 10019


Attention: Michael S. Weiss, Executive Chairman


Email: msw@opuspointpartners.com


 


If to TGTX, addressed to:


 


TG Therapeutics,
Inc.


3 Columbus Circle, 15th Floor


New York, NY 10019


Attention: Sean Power, CFO


Email: sp@tgtxinc.com


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


	CHECKPOINT THERAPEUTICS, INC.	 
	 	 	 
	By:	/s/ Michael S. Weiss	 
	 	 	 
	Name:	Michael S. Weiss	 
	 	 	 
	Title:	Executive Chairman	 
	 	 	 
	TG THERAPEUTICS, INC.  	 
	 	 	 
	By:	/s/ Sean Power	 
	 	 	 
	Name: 	Sean Power	 
	 	 	 
	Title:	Chief Financial Officer	 


 




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