Exhibit 10.11


  


CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


CONFIDENTIAL


 


ASSIGNMENT AGREEMENT


 


THIS ASSIGNMENT AGREEMENT (the “Agreement”)
is made and entered into, as of the Effective Date, by and between Lantern Pharma, Inc. (hereinafter referred to as “Lantern”)
and BioNumerik Pharmaceuticals, Inc. (hereinafter referred to as “BioNumerik”), with regard to the assignment of rights
to the Compound (defined below) in the Field (defined below) in the Territory (defined below).


 


WHEREAS, BioNumerik is the originator and
innovator of certain technology and pharmaceutical uses regarding the Compound;


 


WHEREAS, BioNumerik previously entered
into a License Agreement, dated as of May 31, 2016, with Lantern; and


 


WHEREAS, BioNumerik desires to assign rights
to the Compound in the Field in the Territory to Lantern, and Lantern desires to obtain BioNumerik’s assignment of such rights
to the Compound.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


Article 1 (Definitions)


 


As used in this Agreement, the following terms have
the following meanings:


 


		(1)	“Affiliate” means, with respect
to any Party, any corporation, entity, or person that directly or indirectly controls, or is controlled by or is under common
control with, such Party, but only for so long as such control exists. For purposes of this definition, “control”
means (a) in the case of corporate entities, direct or indirect ownership of fifty percent (50%) or more of the stock or shares
entitled to vote for the election of directors; and (b) in the case of non-corporate entities, direct or indirect ownership of
fifty percent (50%) or more of the equity interest with the power to direct the management and policies of such non-corporate
entities.



 


		(2)	“Agreement Term” means a period
that starts as of the Effective Date and, unless this Agreement is otherwise terminated as set forth herein, continues (on a country-by-country
and Product-by-Product basis) until the later to occur of (i) five (5) years after the expiration of the last to expire Patent
Rights in an applicable country in the Territory, and (ii) if no Patent Rights exist in such country, fifteen (15) years after
May 31, 2016.



 


		(3)	“Application for Marketing Approval”
means any act of submission of materials, information, data, documents, etc. to a Regulatory Authority required to obtain a Marketing
Approval for the Product in the Territory, such as NDA in the US and MAA in the EU. “Initial Application for Marketing Approval”
means the initial application submitted to a Regulatory Authority to obtain a Marketing Approval for the Product in the Territory.



 


		(4)	“Closing Date” means the third
business day after which the following has occurred: BioNumerik obtaining all necessary approvals by BioNumerik’s shareholders
of this Agreement and of the assignment to Lantern of rights to the Compound pursuant to this Agreement.



 




    1


     


    

 


CONFIDENTIAL


 


		(5)	“Commercially Diligent Efforts”
means, with respect to the evaluation, development, manufacture, supply, delivery, marketing, sale and promotion of the Product
or the conduct of other activities referred to herein as requiring Commercially Diligent Efforts, such reasonable efforts and
resources commonly used by a similarly situated company in the research-based pharmaceutical industry for a product owned or licensed
by it of similar commercial potential at a similar stage in its lifecycle, taking into consideration such factors as its safety
and efficacy, product profile, cost to develop, the time required to complete development, the competitiveness of alternative
products, its proprietary position, the likelihood of regulatory approval, its profitability, sharing of revenues, its labeling,
the regulatory environment, competitive market conditions and all other reasonably relevant factors, all as measured by the facts
and circumstances at the time such efforts are due.



 


		(6)	“Compound” means the compound
identified as disodium 2,2’-dithio-bis-ethane sulfonate (also known as: Tavocept; generic name: dimesna; BioNumerik’s
development code: BNP7787), and shall also include all analogs, follow-on compounds and related compounds that are included in
the claimed subject matter of the Patent Rights, and including salt form, base form, pro-drug, ester, isomer, metabolite, crystalline
polymorph, and hydrate or solvate of any foregoing compound.



 


		(7)	“Confidential Information” of
a Party means any and all non-public and proprietary information (including, without limitation, trade secrets, inventions and
unpatented know-how and related technology) that is disclosed by such Party to the other Party under this Agreement on or after
the Closing Date. All information disclosed by a Party to the other Party under the License Agreement or the Evaluation Agreement
regarding the Compound shall be deemed to be such disclosing Party’s Confidential Information under this Agreement. In addition,
effective as of the Closing Date, all unpublished Patent Rights, Information and BioNumerik Improvements that are assigned to
Lantern under Section 2.1 shall be deemed Confidential Information of Lantern.



 


		(8)	“Control” means, with respect
to any patent, information or other intellectual property rights, that a Party or its Affiliate owns (or has a license to) such
patent, information or other intellectual property rights, and has the right to grant the other Party a license (or sublicense)
or other rights on the terms and conditions set forth herein.



 


		(9)	“Development” means clinical
and non-clinical studies in the Field in the Territory, and any other developmental activities in the Territory required to obtain
Marketing Approvals of the Product in the Field in the Territory, and clinical and non-clinical studies relating to the Product
to be conducted in the Field in the Territory after any initiation of commercial sales of Product in the Field in the Territory.



 


		(10)	“Effective Date” means January
5, 2018.



 


		(11)	“Existing BNPI Payment Recipients”
means the shareholders of BioNumerik existing immediately prior to the Closing Date, and such transferees or successors of such
shareholders as may from time to time be designated in writing to Lantern by or on behalf of the particular Existing BNPI Payment
Recipient to which such a transfer or assignment relates.



 


		(12)	“Evaluation Agreement” means
that certain Evaluation Agreement, dated as of May 31, 2016, between Lantern and BioNumerik, as amended by the Amendment and License
Continuation Confirmation Agreement, dated as of February 27, 2017, between BioNumerik and Lantern.



 


		(13)	“Field” means uses of a compound
or product in the Territory for therapeutic treatment indications in humans.



 




    2


     


    

 


CONFIDENTIAL


 


		(14)	"Generic Product” means with
respect to sales of the Product in the Field in a particular country or regulatory jurisdiction, a pharmaceutical product (other
than the Product) being sold in the Field in such country or jurisdiction by a third party that is not Lantern or a sublicensee
or Affiliate of Lantern, where such product (other than the Product) meets each of the following conditions: (a) the product contains
the same active pharmaceutical ingredients (or salts or esters thereof) as the Product; (b) the product has obtained regulatory
approval in such country or jurisdiction on an expedited or abbreviated basis in a manner that relied on the Marketing Approval
of the Product or incorporated data submitted by Lantern, its Affiliates or sublicensees for the Marketing Approval of the Product
in the Field; and (c) the product was not acquired directly or indirectly from Lantern or a sublicensee or Affiliate of Lantern.



 


		(15)	“Improvements” means any and
all inventions (including patents and patent applications, divisional applications and patent term extensions thereof, and the
like that claim such inventions), developments, discoveries and improvements (including, without limitation, chemical and physical
data, clinical data, information concerning formulae, compounds, specifications, designs, synthesis, processes, formulations,
applications, toxicity, operations, regulatory affairs and marketing) that are developed or obtained by or for the Parties with
respect to the Compound or Product, whether in the Development or the manufacture or sale of the Product or otherwise, during
the Agreement Term. Improvements Controlled by BioNumerik shall be referred to herein as “BioNumerik Improvements”
and Improvements Controlled by Lantern shall be referred to herein as “Lantern Improvements”.



 


		(16)	“Information” means any data,
know-how, or other information (whether or not patentable and regardless of the location where such information is obtained, and
including, without limitation, information or data submitted to or obtained from any Regulatory Authority) relating to the Compound
or Product that are Controlled by BioNumerik immediately prior to the Closing Date.



 


		(17)	“License Agreement” means that
certain License Agreement, dated as of May 31, 2016, between BioNumerik and Lantern, as amended by the Amendment and License Continuation
Confirmation Agreement (the “Amendment Agreement”), dated as of February 27, 2017, between BioNumerik and Lantern.



 


		(18)	“Majority of the Existing BNPI Payment Recipients”
means the majority vote of the Existing BNPI Payment Recipients, with each such recipient entitled to (i) one vote for each share
of BioNumerik Common Stock held by such recipient (or their predecessor or transferor) immediately prior to the Closing Date,
and (ii) a number of votes equal to the number of full shares of BioNumerik Common Stock into which the shares of BioNumerik Preferred
Stock held by such recipient (or their predecessor or transferor) immediately prior to the Closing Date were convertible.



 


		(19)	“Marketing Approval” means all
authorizations, licenses, approvals, etc. (including any import permit and marketing authorization) granted by a Regulatory Authority
or required by law or regulation in order to manufacture, sell or import the Product in the Field in the Territory. “Initial
Marketing Approval” means the first approval granted by a Regulatory Authority in order to allow the sale of the Product
in the Field in the Territory.



 


 




    3


     


    

 


CONFIDENTIAL


 


		(20)	“Net Revenue” means all revenue recognized or received by Lantern or its Affiliates during the applicable measurement period through the sale or license of Products as determined in accordance with GAAP as consistently applied by Lantern in the preparation of its financial statements. With respect to Product sales made by Lantern or its Affiliates in the Territory, Net Revenue shall include the recorded gross sales of each manufactured unit of Product or Compound, less the following deductions with respect to such unit as determined in accordance with GAAP: (a) sales and excise taxes, duties, and any other governmental charges imposed upon the use or sale of the Product; (b) trade, quantity and cash discounts allowed on a Product to third party wholesalers or other third parties to whom the Product is sold and shipped directly; (c) provisions for actual credits to customers on account of rejection or return of a Product or on account of price reductions affecting a Product; (d) Product rebates and Product charge-backs and other customary price reduction programs granted to managed care entities and pharmaceutical benefit management service entities; (e) freight, postage, shipping, transportation and insurance charges, in each case actually allowed or paid for delivery of Product; and (f) provisions for actual write-offs of uncollectible customer accounts for previously recorded sales. Net Revenue with respect to any combination product shall be reasonably allocated between the Product and other active ingredients or medicaments. With respect to licenses and sublicenses by (or at the direction of) Lantern in the Territory, Net Revenue shall include revenue and payments received by Lantern or its Affiliates pursuant to any such license or sublicense relating to the Product or Compound net of direct fees and expenses paid by Lantern (and not otherwise reimbursed by the licensee or sublicensee or pursuant to another provision of this Agreement) with respect to the applicable license or sublicense, provided that payments received by Lantern or its Affiliates from a transaction where a payment is made to BioNumerik in accordance with Section 3.5 shall not be included in the calculation of Net Revenues. For avoidance of doubt, (i) Net Revenue shall not include any Upfront, Milestone & Royalty Amounts (as defined in Section 3.5 below) if BioNumerik has been paid the applicable sharing percentage of such amounts as provided in Section 3.5, and (ii) Net Revenue also shall not include any amounts received in exchange for capital investment in Lantern, except to the extent such investment is reasonably attributable to a license, assignment or comparable transaction with respect to the Product.

                                                                                 

                                                                                Sales between Lantern and its Affiliates or other entities under Lantern’s control shall not be structured or conducted with the objective, purpose or result of reducing or avoiding royalty amounts payable to BioNumerik. Accordingly, sales of Product by Lantern Affiliates or other entities under Lantern’s control shall be included as sales of Product for purposes of calculating Net Revenues.




 


		(21)	“Outside the Field” means uses
of the Compound and/or Product in the Territory for uses in animal (non-human) species.



 


		(22)	“Party” means either Lantern
or BioNumerik when referred to herein individually, and the term “Parties” means both of Lantern and BioNumerik, collectively.



 


		(23)	“Patent Costs” means all reasonable,
preapproved costs for payment of maintenance fees, filing and patent prosecution fees, grant and issue fees, and reasonable fees
of patent counsel and patent agents paid or incurred by or on behalf of BioNumerik for the maintenance and advancement of the
Patent Rights in the Territory prior to the Closing Date.



 


		(24)	“Patent Rights” means (a) the
patents and patent applications listed on Exhibit (1) hereto, as amended from time to time by agreement of the Parties,
(b) any reissue, reexamination, continuation, divisional, continuation-in-part of any of the foregoing, including any other patent
applications claiming priority to any of the foregoing, (c) all patents, including utility model, that issue from any of the foregoing,
including foreign equivalents, and (d) any other patent or patent application Controlled by BioNumerik immediately prior to the
Closing Date or thereafter by Lantern whose claimed subject matter covers the Compound or Product, processes to make the Compound
or Product, uses of the Compound or Product, or methods of administration or treatment with respect to the Compound or Product
in the Territory. The Patent Rights on the Effective Date of this Agreement are as stated in Exhibit (1) attached hereto.



 




    4


     


    

 


CONFIDENTIAL


 


		(25)	“Product” means any and all formulations,
salts and dosage forms containing the Compound, including any salt forms thereof and with or without any pharmaceutically acceptable
carriers, excipients, preservatives, bacteriostatic components, and adjuvants, and including, but not limited to, any improvements
to which BioNumerik or Lantern has licensable or assignable rights that are made to the Product after the execution of the Agreement,
and any combination products or therapies to which BioNumerik or Lantern has licensable or assignable rights where the Product
is administered with one or more active ingredients alone or in combination with other medicaments, regardless of the respective
timing and mode of administration of each active ingredient.



 


		(26)	“Regulatory Authority” means
any regulatory authority having jurisdiction over pharmaceutical agents in the Territory, including, without limitation, the U.S.
Food and Drug Administration (“FDA”), the European Medicines Agency (“EMA”), the Japanese Pharmaceuticals
and Medical Devices Agency, and the China Food and Drug Administration.



 


		(27)	“Schedule A” means that certain
schedule attached to this Agreement and designated as Schedule A, as such Schedule A may be amended from time to time by BioNumerik
or by vote of a Majority of the Existing BNPI Payment Recipients, with written notice of such amendment given to Lantern.



 


		(28)	Schedule A Parties” means the payment
recipients listed on Schedule A to this Agreement, with all payments to such recipients to be made in the order and manner provided
on such Schedule A.



 


		(29)	“Territory” means the entire
world.



 


		(30)	“Trademark Rights” means the
trademark corresponding to “TAVOCEPT” owned by BioNumerik with respect to particular jurisdictions in the Territory.
Registration information regarding the Trademark Rights as of the Effective Date is set forth in Exhibit (2) attached hereto.



 


Article 2 (Assignment)


 


2.1 Assignment.
Effective as of the Closing Date, BioNumerik hereby assigns to Lantern (subject to the retention and reservation of rights as described
in Section 2.2 below) (i) all right, title and interest of BioNumerik in and to the Patent Rights, Information and BioNumerik Improvements,
and (ii) all right, title and interest of BioNumerik in and to the Trademark Rights.


 


2.2 Retention
and Reservation of Rights. BioNumerik will retain the right for itself and its Affiliates to use the Patent Rights, Information,
BioNumerik Improvements and Trademark Rights in the Territory without cost as necessary to carry out BioNumerik’s obligations
under this Agreement. In addition, BioNumerik will retain the right for itself and its Affiliates, licensees, sublicensees, assignees
and contract-manufacturers to use the Patent Rights, Information, BioNumerik Improvements and Trademark Rights Outside the Field
in the Territory for purposes of conducting and having conducted research and development (including studies and clinical trials)
of the Compound and Product throughout the Territory for the purpose of obtaining regulatory approvals and label expansions or
other medical indications for the Product or Compound Outside the Field and commercializing and marketing the Product and Compound
Outside the Field. Notwithstanding Section 2.1 or other provisions of this Agreement, no assignments, licenses or other rights
are granted to Lantern or its Affiliates under this Agreement with respect to (i) uses conducted in animal (non-human) species,
and (ii) uses of 2,2’-dithio-bis-ethane sulfonate (also known as Tavocept) or any other compound or product in combination
with (a) 7-[(2’-trimethylsilyl)ethyl]-20(S) camptothecin (also known as Karenitecin), or (b) any other compound in the camptothecin
class of pharmaceutical agents with respect to which BioNumerik has previously licensed, assigned, granted or committed to license,
assign, or grant rights to a third party or parties. Lantern agrees that it will make reasonable efforts to prevent its licensees
and distributors from distributing the Product Outside the Field, such reasonable efforts including terminating the license of
any such sublicensee or distributor that continues to provide Product for distribution Outside the Field within ninety (90) days
of receiving notice from Lantern that its Products are being distributed Outside the Field.


 




    5


     


    

 


CONFIDENTIAL


 


2.3 Covenant
Not to Develop. BioNumerik covenants that, during the Agreement Term, it will not take any action to develop the Compound or
Product in the Field in the Territory except as authorized in writing by Lantern.


 


Article 3 (Payments, Milestones and Royalties)


 


3.1 Initial
Upfront Payment. Concurrently with the execution of this Agreement, Lantern will pay BioNumerik an upfront payment of
U.S. $ [***] ([***] dollars), to assist with payment of BioNumerik
mailing, copying, legal and consulting costs.


 


3.2
Closing Date Payment. On the Closing Date, Lantern will pay BioNumerik an additional [***] payment
of U.S. $ [***] ([***] (dollars).


 


3.3 Lantern
Recovery of Section 3.1 and 3.2 Payment Amounts. The entire amount of payments made by Lantern pursuant to Section 3.1 and
Section 3.2 of this Agreement shall be recoverable by Lantern from future Net Revenue and future payments received by Lantern or
its Affiliates from Third Party Transactions (defined below), prior to making any royalty or sharing payments pursuant to Section
3.4 or Section 3.5.


 


3.4 Internal
Development by Lantern.


 


		(a)	In the event Lantern develops and commercializes the Compound or Product itself or through its
Affiliates, then Lantern will make cash royalty payments to the Schedule A Parties based on the percentages of Net Revenue set
forth in the following table, to be applied as a percentage of Net Revenue amounts actually received by Lantern or its Affiliates
(subject to reductions as permitted by Sections 3.3, 3.6, 4.2, 4.3 and 5.2):



 


	Cumulative Net Revenue	 	Incremental Royalty Rate
	(in U.S. Dollars)	 	 
	$0-100 Million	 	[***]%
	$100 Million-250 Million	 	[***]%
	$250 Million-500 Million	 	[***]%
	$500 Million-1.0 Billion	 	[***]%
	$1.0 Billion and above	 	[***]%


 




    6


     


    

 


CONFIDENTIAL


 


		(b)	The royalty payments under this Section 3.4 shall be paid on a quarterly basis within sixty (60)
days after the end of each calendar quarter, and the payment shall be accompanied with a report containing Net Revenue with respect
to sales of the Products on a country-by-country and Product-by-Product basis.



 


		(c)	If, with respect to a particular country in the Territory, either (i) the Product is generating
Net Revenue in such country at a time when a Generic Product is being sold in such country, or (ii) the Product is generating Net
Revenue in such country at a time when no patents or patent applications Controlled by Lantern or any direct or indirect successor,
assignee, licensee, sublicensee or Affiliate of Lantern are then in force in such particular country with claimed subject matter
covering the Compound or Product, processes to make the Compound or Product, uses of the Compound or Product, or methods of administration
or treatment with respect to the Compound or Product, then the royalty rate applicable to Net Revenue of the Product in such country
shall be reduced by [***] percent ([***]%); it being understood that the remaining royalties payable with respect to such country
shall be for the assignment in such country of non-patented Information and BioNumerik Improvements.



 


		(d)	In the event the development, use or commercialization of Compound or Product in the Field in the
Territory by Lantern, its Affiliates or licensees or sublicensees in accordance with terms of this Agreement would infringe the
intellectual property rights of any third party absent a license thereunder, which manufacturing, use or sale activity necessitates
Lantern to reasonably obtain a license under such third party intellectual property rights, then Lantern may deduct from the royalties
that would otherwise be due to the Schedule A Parties pursuant to this Section 3.4 [***] percent ([***]%) of any payments
actually paid to any such third party as consideration solely for any such license to such third party intellectual property rights
to the extent such license relates to the otherwise infringing development, use or commercialization of Compound or Product in
the Field in the Territory.



 


3.5 Sharing
of Payments from Third Party License or Transaction.


 


		(a)	In the event Lantern or its Affiliates enters into a license, assignment or other transaction
                                                                 that involves the license and/or assignment and/or development and/or commercialization of the Compound or Product (referred
                                                                 to as a “Third Party Transaction”) (including, without limitation, a license, sublicense, strategic alliance
                                                                 transaction, assignment, or a sale of all or a portion of Lantern’s business or assets related to the Compound or
                                                                 Product) with a third party or parties (each referred to herein as a “Transaction Party”), then (i) if such Third
                                                                 Party Transaction is entered into on or before May 31, 2018, Lantern will pay to the Schedule A Parties (in the manner
                                                                 designated on Schedule A to this Agreement)[***]% of whatever payments are received by Lantern or its Affiliates from such
                                                                 Third Party Transaction with respect to upfront, milestone, royalty, profit sharing, acquisition payments or other similar
                                                                 payments with respect to the Compound or Product (“Upfront, Milestone & Royalty Amounts”), whether such
                                                                 payments are paid in cash, stock or any other form of consideration, provided that Lantern may first recover from the total
                                                                 payments paid by the Transaction Party the direct costs incurred by Lantern (and not otherwise reimbursed by the Transaction
                                                                 Party) after May 31, 2016 with respect to the Development of the Compound up to the time of entry into such Third Party
                                                                 Transaction, with [***]% of all remaining Upfront, Milestone & Royalty Amounts to be paid to the Schedule A Parties (in
                                                                 the manner designated on Schedule A to this Agreement), with such payments to the Schedule A Parties to be made within thirty
                                                                 (30) days after payments from such Third Party Transaction are received by Lantern or its Affiliates, and (ii) if such Third
                                                                 Party Transaction is entered into after May 31, 2018, Lantern will pay to the Schedule A Parties (in the manner designated on
                                                                 Schedule A to this Agreement)[***]% of whatever Upfront, Milestone & Royalty Amounts payments are received by Lantern or
                                                                 its Affiliates from such Third Party Transaction, whether such payments are paid in cash, stock or any other form of
                                                                 consideration, provided that Lantern may first recover from the total payments paid by the Transaction Party the direct
                                                                 costs incurred by Lantern (and not otherwise reimbursed by the Transaction Party) after May 31, 2016 with respect to the
                                                                 Development of the Compound up to the time of entry into such Third Party Transaction, with [***]% of all remaining Upfront,
                                                                 Milestone & Royalty Amounts to be paid to the Schedule A Parties (in the manner designated on Schedule A to this
                                                                 Agreement), with such payments to the Schedule A Parties to be made within thirty (30) days after payments from such Third
                                                                 Party Transaction are received by Lantern or its Affiliates.



 




    7


     


    

 


CONFIDENTIAL


 


As described in Article 1(20) above,
Net Revenue shall not include any Upfront, Milestone & Royalty Amounts (as defined above in this Section 3.5) if BioNumerik
has been paid the applicable sharing percentage of such amounts as provided in this Section 3.5.


 


3.6 Reimbursement
for Patent Costs; Cost Recovery by Lantern.


 


		(a)	During the period of time from the Effective Date to the Closing Date, as reasonably requested
by Lantern, Lantern and BioNumerik shall confer to (1) review the portion of the BioNumerik patent portfolio that relates to the
Product or Compound and (2) identify those patent assets that Lantern desires to develop or maintain (the “Covered Patents”),
on a matter and country basis. Lantern shall have sole discretion to determine whether a patent is a Covered Patent solely for
purposes of calculating Lantern’s payment obligations for Patent Costs as described in this Section 3.6(b) below. Patent
Costs associated with Covered Patents shall be deemed preapproved by Lantern.



 


		(b)	During the period of time from the Effective Date to the Closing Date, Lantern shall pay to BioNumerik
(or its designee), on a monthly basis 100% of all reasonable costs for payment of Patent Costs associated with the Covered Patents.
BioNumerik shall, on a monthly basis, issue to Lantern an invoice for such Patent Costs, accompanied by details of such costs,
and Lantern shall pay such costs within thirty (30) days after the receipt of such invoice.



 


		(c)	Lantern shall have the right to recover all prior Patent Costs paid by Lantern under this Agreement
or under the License Agreement out of Net Revenue of the Product, with the repayment to Lantern for such prior Patent Costs to
be paid out of and at the time of receipt of Net Revenue, with up to the first 50% of the amount of Net Revenue received from time
to time (prior to the calculation of the royalty as set forth in Section 3.4) to be applied towards repayment of such prior Patent
Cost amounts paid by Lantern until such time as such then existing prior Patent Cost amounts paid by Lantern have been recovered.



 


3.7 Taxes.


 


		(a)	Taxes on Income. Each Party shall be solely responsible for the payment of all applicable taxes
imposed on income received or attributable to such Party that arises directly or indirectly from the efforts of the Parties under
this Agreement.



 


		(b)	Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to
reduce or eliminate tax withholding or similar obligations in respect of royalties and other payments made by Lantern under this
Agreement. To the extent Lantern is required to deduct and withhold taxes on any payment hereunder, Lantern shall pay the amounts
of such taxes to the proper tax authority in a timely manner and promptly transmit to the Schedule A Parties an official tax certificate
or other evidence of such withholding. Lantern will allow the Schedule A Parties to provide it with any tax forms that may be reasonably
necessary in order for Lantern not to withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax
treaty. To the extent similar reasonable assistance is provided to Lantern, Lantern shall provide the Schedule A Parties with reasonable
assistance to enable the recovery, as permitted by applicable laws, 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 particular party or parties bearing
such withholding tax or value added tax.



 




    8


     


    

 


CONFIDENTIAL


 


Article 4 (Assignment Closing)


 


4.1 Assignment
Effective as of Closing Date; Termination of License Agreement. The assignment by BioNumerik pursuant to Section 2.1 shall
be effective as of the Closing Date. As of the Closing Date, the License Agreement and the Evaluation Agreement shall terminate.
Lantern and BioNumerik agree to execute such additional papers and documents as necessary in order to further reflect such assignment
and such termination of the License Agreement and Evaluation Agreement.


 


4.2 Filings
to Record Assignment of Patent Rights and Trademark Rights. Promptly following the Closing Date, BioNumerik will coordinate
with Lantern to assist Lantern in executing and recording the necessary documents in order to evidence the assignment to Lantern
of (i) the patents and patent applications listed on Exhibit (1) hereto, and (ii) the trademarks listed on Exhibit (2) hereto,
with evidence of such assignments to be filed and recorded in the United States and the other countries and jurisdictions where
such respective patents, patent applications, and trademarks exist. Lantern will pay all applicable recording and filing fees,
patent counsel and patent agent fees, transfer fees, and other costs associated with the filing and recording of such assignments,
with all of such costs to be recoverable by Lantern from future Net Revenue and future payments received by Lantern or its Affiliates
from Third Party Transactions, prior to making any royalty or sharing payments pursuant to Section 3.4 or Section 3.5.


 


4.3 Transfer
of IND. Promptly following the Closing Date, BioNumerik will transfer the Tavocept Investigational New Drug (IND) application
(IND No. 51,014) to Lantern. Lantern and BioNumerik will coordinate in executing and filing with FDA the documents necessary to
evidence such transfer, including documentation from BioNumerik stating that all rights to the IND application have been transferred
to Lantern, and documentation from Lantern stating that Lantern has assumed the obligations under the IND application and is committing
to the agreements and conditions contained in the IND application. In addition, Lantern agrees to prepare and file clinical study
reports relating to Tavocept clinical trials conducted prior to the Effective Date, as may be required to be filed from time to
time pursuant to FDA or other Regulatory Authority requirements. All costs relating to the preparation and filing of such clinical
study reports shall be recoverable by Lantern from future Net Revenue and future payments received by Lantern or its Affiliates
from Third Party Transactions, prior to making any royalty or sharing payments pursuant to Section 3.4 or Section 3.5.


 


4.4 Assignment
of TriviumVet License Agreement.


 


		(a)	It is the intention of BioNumerik that, effective as of the Closing Date and subject to
                                                                 obtaining necessary approvals by BioNumerik’s shareholders and by TriviumVet DAC (“TriviumVet”),
                                                                 BioNumerik                                                                  intends to assign to TriviumVet certain rights
                                                                 with respect to uses of the Compound and/or Product Outside the Field. In
                                                                 connection with such assignment, BioNumerik and Lantern acknowledge that [***]% of all royalties, sharing payments or other
                                                                 amounts actually available for distribution to BioNumerik or other Schedule A Parties from time to time pursuant to such an
                                                                 assignment to TriviumVet will be paid to such Schedule A Parties, with the remaining [***]% of such amounts that are
                                                                 actually                                                                  available for distribution from or at the direction
                                                                 of TriviumVet to be paid to Lantern.



 




    9


     


    

 


CONFIDENTIAL


 


		(b)	Upon such an assignment by BioNumerik to TriviumVet, Lantern shall provide TriviumVet (and its
Affiliates and sublicensees) with (i) all data and information generated by Lantern or its Affiliates with respect to the Compound
or Product that may be useful or necessary for supporting the development of the Compound or Product Outside the Field in the Territory
and in obtaining regulatory and marketing approvals Outside the Field in the Territory, and (ii) an exclusive license to use the
Patent Rights, Trademark Rights, Improvements, Information, and new intellectual property generated jointly by TriviumVet and Lantern
for the purpose of supporting the development of the Compound or Product Outside the Field in the Territory (including the right
to make, have made, use, sell, offer for sale, import and market the Compound and Product Outside the Field in the Territory),
all on the condition that TriviumVet will make a similar agreement to provide Lantern (and its Affiliates and sublicensees) with
(x) similar data and information for the purpose of supporting the development of the Compound or Product in the Field in the Territory,
and (y) an exclusive license to use both (I) inventions, developments, discoveries and improvements developed or obtained by or
for TriviumVet with respect to the Compound or Product, and (II) new intellectual property generated jointly by TriviumVet and
Lantern, all for the purpose of supporting the development of the Compound or Product in the Field in the Territory.



 


		(c)	In addition, upon such an assignment by BioNumerik to TriviumVet, Lantern agrees to cooperate with
TriviumVet to establish reasonable procedures regarding enforcement of the Patent Rights and Trademark Rights and for Lantern and
TriviumVet to cooperate with respect to any third party infringement of the Patent Rights or Trademark Rights. Lantern agrees,
from time to time, to reasonably discuss and coordinate the use of the Trademark Rights with TriviumVet, with the objective of
assuring that there is not confusion between uses of the Compound and Product in the Field and uses of the Compound and Product
Outside the Field. If Lantern decides to cease the prosecution or maintenance of any Patent Rights or Trademark Rights in any country,
it shall notify TriviumVet in writing sufficiently in advance so that TriviumVet may, at its discretion, have the opportunity to
assume the responsibility for the prosecution or maintenance of such applicable Patent Rights or Trademark Rights, at TriviumVet’s
cost.



 


		(d)	Lantern agrees to execute such additional papers and documents and to take and to cause its Affiliates
to take all additional actions as are necessary to evidence TriviumVet’s rights to use the Patent Rights, Trademarks, Improvements
and Information for the purpose of supporting the development of the Compound and Product Outside the Field in the Territory.



 


Article 5 (Development Efforts; Information Sharing)


 


5.1 Development
and Commercialization.


 


		(a)	Prior to the Closing Date, Lantern will conduct evaluation and development efforts in accordance
with the terms of the License Agreement. Following the Closing Date, Lantern agrees to use Commercially Diligent Efforts to commercialize
or cause to be commercialized the Compound and Product in the Field in the Territory as soon as reasonably practicable.



 




    10


     


    

 


CONFIDENTIAL


 


		(b)	Following the Closing Date, Lantern will use Commercially Diligent Efforts in connection with obtaining
and maintaining the development, required governmental approvals, manufacturing and sale of the Product in the Field in the Territory,
taking into account the objective of maintaining the safety, effectiveness and quality of the Product and compliance with all applicable
governmental regulations in the Territory. In the event a Marketing Approval is obtained for the Product or Compound in the Field,
Lantern and its Affiliates will use Commercially Diligent Efforts to promote and market the Product in the Field in the Territory.



 


		(c)	Lantern will be responsible for effecting all clinical efficacy studies, bioavailability and safety
studies required to achieve product registration for the Product in the Territory, and obtaining all registrations for the Product
in the Field in the Territory. BioNumerik shall have no obligation to pay any costs with respect to evaluation and development
of the Compound and Product. All product registrations obtained in the Field in according with this Section 5.1(c) shall be owned
by Lantern.



 


		(d)	Lantern will be responsible for completion of the evaluation and development of the Compound and
Product in the Field in the Territory.



 


		(e)	Lantern shall apply for and hold all clinical trial notification forms or permits necessary for
the Development in the Field in the Territory, and thereafter Lantern shall handle matters with Regulatory Authorities as an applicant
and holder of such clinical trial application forms or permits under its own responsibility. Lantern will prepare and file clinical
study reports relating to previously conducted Tavocept trials as described in Section 4.3. During the Agreement Term, Lantern
shall pay all registration costs for the Product in the Field in the Territory and shall maintain all Marketing Approvals under
its own responsibility and at its own expense.



 


		(f)	The Development shall be conducted by Lantern in compliance with all applicable laws and regulations
(including, without limitation, current Good Laboratory Practices (“GLP”), current Good Manufacturing Practices (“GMP”),
and current Good Clinical Practices (“GCP”).



 


		(g)	In conducting the Development following the Closing Date, Lantern shall take such actions as Lantern
in good faith believes is in the best interest of the Development of the Product in the Field in the Territory.



 


		(h)	Lantern may contract portions of the Development to a third party or parties, including a contract
research organization or a site management organization, recognizing that Lantern shall be responsible for the performance by such
third parties of such portions of the Development.



 


		(i)	Lantern will provide a summary update with respect to the status of the Development to the Schedule
A Parties on at least an annual basis, and will also provide an update with respect to any material changes or developments regarding
the Development. Upon request from time to time by a Majority of the Existing BNPI Payment Recipients, Lantern will provide a current
summary update with respect to the status of the Development, but shall not be obligated to provide updates more frequently than
twice per calendar year.



 


		(j)	Following the Closing Date, BioNumerik will provide to Lantern BioNumerik’s existing files,
records, information and documents relating to the Tavocept Development (including information regarding the supply and manufacture
of Compound or Product), provided that BioNumerik may retain a confidential copy of such materials solely for archival purposes.
Lantern will pay reasonable costs for shipment and transportation of such files, records, information and documents to Lantern
or for storage of such materials at Lantern’s expense, as determined in Lantern’s discretion.



 




    11


     


    

 


CONFIDENTIAL


 


5.2 Lantern
Recovery of Development Costs. Lantern shall have the right to recover from Net Revenue (in the manner described below) all
development and regulatory costs incurred by Lantern under this Article 5 (collectively “Development Costs”), with
up to the first 5% of the amount of Net Revenue received from time to time (prior to the calculation of the royalty as set forth
in Section 3.4) to be applied towards recovery of such Development Costs until such time as they are paid, and provided that recovery
of the specified portion of Development Costs shall take precedence over the recovery of the Patent Costs as set forth in Section
3.6, and provided further that any Development Costs that are recovered pursuant to Section 3.5 will not be included as part of
the Development Costs to be recovered pursuant to this Section 5.2.


 


Article 6 (Patent Matters)


 


6.1 Patent
Maintenance and Enforcement of Patents and Proprietary Rights. Following the Closing Date, Lantern will be responsible
for prosecuting and maintaining patents and patent applications relating to the Compound, provided that Lantern may, in its
discretion and using Commercially Diligent Efforts, determine not to continue to maintain or pursue one or more particular
patents or patent applications in one or more territories if Lantern determines that such maintenance or pursuit is not
commercially viable in connection with the overall Development of the Compound and Product. To the full extent allowable by
law, Lantern, as assignee of the Patent Rights in the Territory, shall have the right, but not the obligation, to institute
and prosecute proceedings or suits (“Suits”) for infringement of the Patent Rights and/or patents and other
proprietary rights regarding the Compound in the Territory. All legal expenses and costs (including attorneys’ fee) in
such Suits regarding the Compound or Product in the Territory will be borne by Lantern, and all recoveries in any Suit
(including attorneys’ fee) to enforce the Patent Rights in the Territory shall be retained 100% by Lantern, after
payment of all expenses in connection with such Suit.


 


Article 7 (Trademarks Matters)


 


7.1 Trademark
Maintenance and Quality Control Procedures. Following the Closing Date, Lantern will be responsible for prosecuting and maintaining
the Trademark Rights, provided that Lantern may, in its discretion and using Commercially Diligent Efforts, determine not to continue
to maintain or pursue one or more trademarks or trademark applications in one or more territories if Lantern determines that such
maintenance or pursuit is not commercially viable in connection with the overall Development of the Compound and Product. Lantern
will develop and follow reasonable quality control procedures regarding the TAVOCEPT trademark and will perform periodic quality
control assessments of any Product bearing the TAVOCEPT trademark, whether the Product originated from Lantern or from a Lantern
licensee.


 


7.2 Lantern
Trademarks. In addition, the Parties acknowledge that Lantern may determine to exclusively market the Product and Compound
in the Field using trademarks selected and adopted by Lantern (the “Lantern Trademarks”) . Lantern shall be responsible
for, at its sole discretion, the selection, adoption, registration, maintenance and defense of all such Lantern Trademarks for
use in connection with the sale or marketing of Product in the Territory, as well as all expenses associated therewith. Lantern
shall own all Lantern Trademarks. All rights arising from the use by Lantern of the Lantern Trademarks in the Territory during
the Agreement Term shall inure to Lantern’s benefit. Lantern shall have the sole right and discretion to bring infringement
or unfair competition proceedings anywhere in the world involving infringement of or unfair competitive activities relating to
the Lantern Trademarks in the Territory.


 




    12


     


    

 


CONFIDENTIAL


  


Article 8 (Confidentiality)


 


8.1. Confidential
and Proprietary Information. Each Party hereto acknowledges that in order for the Parties to carry out their respective
obligations under this Agreement, it may be necessary for the Parties to disclose to each other certain Confidential
Information. Each Party hereto agrees:


 


8.1.1. To assure that
it does not reveal or make available to any third party any Confidential Information of any other Party, except as such disclosure
may be expressly authorized by this Agreement or otherwise specifically approved in writing by the Party whose Confidential Information
is to be disclosed and to ensure that it will treat such Confidential Information of the other Party in the same manner as it treats
its own Confidential Information, such treatment to be at least the degree that a reasonable person would perform under similar
circumstances;


 


8.1.2. To assure that
Affiliates, sublicensees, employees, agents, advisors, associates or other persons to whom such disclosure may be made or who may
otherwise have access to such Confidential Information of the other Party have agreed in writing to safeguard and maintain such
Confidential Information of the other Party in confidence on terms no less stringent than those contained herein;


 


8.1.3. To assure that
Confidential Information of the other Party is not used for the receiving Party’s benefit except as such benefits are expressly
contemplated under this Agreement;


 


8.1.4. To prohibit the
Confidential Information of the other Party from being duplicated in any manner; except as is reasonably necessary to perform its
tasks and obligations or to exercise its rights contemplated under this Agreement; and


 


8.1.5. To prohibit the
Confidential Information of the other Party from being published in any form without the express written consent of the disclosing
Party.


 


8.2. Matters not Included as Confidential
Information. Notwithstanding anything herein to the contrary, the defined term “Confidential Information” and the
obligations of nondisclosure, nonuse and confidentiality relating thereto shall not include any information or data which:


 


8.2.1. Is or becomes
known to the general public through no action or fault of the receiving Party in breach of the confidentiality obligations set
forth herein;


 


8.2.2. Was already known
to the receiving Party without any obligation of confidentiality prior to the date of disclosure hereunder, as evidenced by the
written records of that Party;


 


8.2.3. Is or becomes
known to the receiving Party without any obligation of confidentiality from a third party having the right to disclose the same,
and not having a confidential relationship with the disclosing Party with respect thereto; or


 


8.2.4. Is necessary for
the receiving Party or its Affiliates to disclose to a governmental authority or any agency thereof on a non-confidential basis,
in order to pursue a marketing approval or other regulatory approvals as contemplated by this Agreement or for other purposes related
to the intent of this Agreement; provided, however, that the receiving Party shall notify the disclosing Party before disclosing
such Confidential Information.


 




    13


     


    

 


CONFIDENTIAL


 


Each Party may disclose
the other Party’s Confidential Information to the extent that such disclosure is required by applicable law, government regulation
or court order, provided that such Party shall promptly notify the other Party of such required disclosure and use reasonable efforts
to secure confidential treatment or other protection for such Confidential Information. In addition, BioNumerik may disclose the
terms of this Agreement to its shareholders and provide a copy of this Agreement and summary updates to its shareholders in connection
with BioNumerik’s efforts to obtain the necessary approvals by BioNumerik’s shareholders of this Agreement and the
assignment to Lantern of rights to the Compound pursuant to this Agreement.


 


8.3. Survival of
Confidentiality. The obligations of this Article 8 with respect to Confidential Information shall continue during the term
of this Agreement and for 10 years after the termination or expiration of this Agreement.


 


8.4 Equitable Relief.
Each Party and its Affiliates acknowledges the possibility that a breach of this Article 8 may not reasonably or adequately be
compensated in damages in an action at law and that such a breach may cause the other Party irreparable injury and damage. By reason
thereof, each Party and its Affiliates agree that the other Party shall be entitled, in addition to any other remedies it may have
under this Agreement or otherwise, to seek preliminary and permanent injunctive and other equitable relief to prevent or curtail
any breach of the obligations relating to Confidential Information set forth herein by the other Party.


 


Article 9 (Agreement Term)


 


9.1 Term.
This Agreement will commence on the Effective Date and will remain in effect during the Agreement Term, unless this Agreement is
terminated pursuant to Article 9.2.


 


9.2 Termination
if Closing Date Does Not Occur. If the Closing Date does not occur within 6 (six) months after the Effective Date, then this
Agreement shall terminate and the rights and obligations of Lantern and BioNumerik with respect to the Compound and Product shall
be governed by the License Agreement.


 


9.3 Offer
Right if Development not Pursued. In addition to the general diligence requirements contained in Article 5, if a period of
24 months passes when Lantern or a Transaction Party has not been using its commercially reasonable efforts to actively pursue
Development and, following a Marketing Approval, commercial sales of the Compound or Product, then Lantern shall (or shall cause
such Transaction Party to) promptly offer the Existing BNPI Payment Recipients (or their designee determined by vote of a Majority
of the Existing BNPI Payment Recipients) the right to obtain all right, title, and interest in the Compound and Product (including,
without limitation, all right, title, and interest in the BioNumerik Improvements, Lantern Improvements, Joint Improvements, Patent
Rights, Information, Trademark Rights, and Lantern Trademark Rights) with no additional charge to be paid in connection with the
transfer of such right, title, and interest other than (i) payment of any and all applicable recording and filing fees, patent
counsel and patent agent fees, transfer fees, and other costs associated with the filing and recording of the transfer or assignment
of such Patent Rights, trademark rights and other rights, and (ii) payment of any and all filing fees and administrative costs
associated with transfer of all Marketing Approvals, applications and/or filings and similar approvals and requests for approval
of the Product in the Territory that are held by Lantern or such Transaction Party. If a determination to accept such offer and
obtain such rights is made by the Existing BNPI Payment Recipients and they notify Lantern of their determination within 90 days
after receiving such offer from Lantern, then Lantern will thereafter cooperate in facilitating such transfer.


 




    14


     


    

 


CONFIDENTIAL


 


Article 10 (Dispute Resolution)


 


10.1 Disputes.
Any disputes arising between the Parties relating to, arising out of or in any way connected with this Agreement or any term or
condition hereof, or the performance by any Party of its obligations hereunder, whether before or after termination of this Agreement
(the “Dispute”), which is not settled by the Parties within thirty (30) days after notice of the Dispute is given by
one Party to the other Party in writing will be referred to a senior executive designated by Lantern and a senior executive designated
by BioNumerik who are authorized to settle such disputes on behalf of their respective companies (“Senior Executives”).
The Senior Executives will meet for at least one (1) business day and negotiate in good faith to resolve such dispute within thirty
(30) days of the end of the initial 30-day negotiation period referred to above, at a time and place mutually acceptable to all
such Senior Executives.


 


Article 11 (Additional Terms and Provisions)


 


11.1 Except as otherwise
provided herein, this Agreement or all or any part of the rights and obligations of this Agreement may not be assigned by any Party
without the prior written consent of the other Party. Each Party may, however, at its discretion and without consent of the other
Party assign this Agreement in whole or in part to one or more of its Affiliates as well as in whole to a new or separate entity
acquiring or succeeding to all or a substantial part of the assigning Party’s business, assets or intellectual property rights
to which this Agreement relates, so long as (i) the assignee will be liable and responsible for the performance and observation
of all of the assigning Party’s obligations hereunder after such assignment, and (ii) the assigning Party (if such assigning
Party is a surviving entity) also remains liable and responsible for the performance and observance of all of the assigning Party’s
obligations hereunder before such assignment.


 


11.2 Should any provision
of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions
of this Agreement shall not be affected or impaired thereby. In such event, the provision held to be illegal, invalid or unenforceable
shall be modified so as to effect the original intent of the parties hereto as closely as possible with respect to such provision
and still be legal, valid and enforceable.


 


11.3 The Parties acknowledge
that the assignment to Lantern of rights to the Compound as contemplated by this Agreement is occurring in connection with the
contemplated wind down of BioNumerik, and that it is the intention of BioNumerik to wind down and terminate its existence following
the Closing Date.


  


11.4 All notices, communications,
reports, etc. that are required hereunder shall be furnished in writing. Such notices, communications, reports, etc. shall be sent
to the applicable address of the designated notice recipient set forth below (or to such other address as a particular notice recipient
may designate by notice in writing to the other notice recipients) by (1) FedEx, DHL, express mail, or other recognized international
courier service, or (2) by facsimile or e-mail at the address designated by each notice recipient.


 


If to BioNumerik:


8023 Vantage Drive, Suite – Lobby 1, San Antonio,
TX 78230


Fax: 210.305.5105; Phone: 210.614.1701


 




    15


     


    

 


CONFIDENTIAL


 


If to Lantern:


We Work, 1920 McKinney Ave., Dallas, TX 75201 Attn.:
CEO


Email: arun@lanternpharma.com; Phone: 515.231.2065


 


If to the Schedule A Parties:


8023 Vantage Drive, Suite – Lobby 1, San Antonio,
TX 78230


Attention: Designated Schedule A Information Recipient


 


11.5 This Agreement
and its schedules and attachments contain the entire agreement and understanding of the Parties with respect to the matters contained
herein, superseding all prior understandings among the Parties, whether written or oral, concerning the subject matter hereof.
In addition to and notwithstanding the foregoing, (i) the License Agreement and the Evaluation Agreement, as amended, modified
and supplemented hereby, shall continue in full force and effect in accordance with their specific terms, and (ii) that certain
Confidentiality Agreement, dated as of December 8, 2015, between Lantern and BioNumerik and that certain Confidentiality Agreement,
dated as of February 14, 2017, between Lantern and BioNumerik (collectively, the “Confidentiality Agreements”) shall
continue in full force and effect in accordance with their specific terms, provided, however, that the confidentiality obligations
contained in Article 8 of this Agreement shall apply with respect to the confidentiality of all information resulting from the
activities of the Parties after the Closing Date hereof.


 


11.6 No Party hereto
will be deemed to be in default of any provision of this Agreement as a result of, or for any failure in performance resulting
from, acts or events beyond the reasonable control of such Party, such as Acts of God, acts of civil or military authority, acts
of terrorism, civil disturbance, war, strikes, fires, substantial power failures, natural catastrophes or other “force majeure”
events so long as a Party uses Commercially Diligent Efforts in such performance. An event of the nature described in this Section
11.6 shall be referred to herein as a “Force Majeure Event”.


 


11.7 Lantern shall
keep and cause its Affiliates, licensees, sublicensees, assignees and any applicable Transaction Party to keep accurate records
and books of accounting regarding the Net Revenue received with respect to the Product and units of Product sold in the Territory
for three (3) years after they are prepared, and, upon request by BioNumerik or by vote of a Majority of the Existing BNPI Payment
Recipients, allow such books and records regarding the Net Revenue and units of Product sold to be examined by a certified public
accountant that is designated by BioNumerik or by vote of a Majority of the Existing BNPI Payment Recipients and consented to by
Lantern, which consent shall not be unreasonably withheld. Such examinations shall be conducted with prior notice to Lantern, no
more than once a year, and during the normal business hours of Lantern that Lantern reasonably consents to. The cost of the accounting
firm will be the responsibility of the requestor of such examination unless the report of the accounting firm shows Lantern to
have underpaid the Schedule A Parties by more than five percent (5%), in which case the cost of the accounting firm will be the
responsibility of Lantern. If an audit reveals an underpayment or overpayment to the Schedule A Parties, steps will promptly be
taken as necessary to rectify the error. Lantern is authorized to make reasonable and appropriate adjustments to rectify such an
underpayment or overpayment.


 


11.8 The Parties may,
from time to time during the Agreement Term, modify, vary or alter any of the provisions of this Agreement, but only by a written
instrument duly executed by authorized officials of both Parties hereto. Lantern and BioNumerik agree that if the existence of
BioNumerik has been terminated following the Closing Date, then this Agreement may be amended by Lantern following obtaining approval
of such amendment by vote of a Majority of the Existing BNPI Payment Recipients. In addition, if the existence of BioNumerik has
been terminated following the Closing Date, then the listing of payment recipients contained on Schedule A to this Agreement and
the order of payment and other payment mechanics contained on such Schedule A may be amended by vote of a Majority of the Existing
BNPI Payment Recipients.


 




    16


     


    

 


CONFIDENTIAL


 


11.9 Payments pursuant
to this Agreement will be paid in U.S. Dollars. The exchange rate to be used for converting foreign currencies into U.S. dollars
will be the average of the exchange rate published in The Wall Street Journal, Eastern U.S. Edition for the purchase of U.S. dollars
for the five (5) consecutive business days prior to the date as of which a particular payment amount or other payment item is calculated
under this Agreement.


 


11.10 The Parties agree
to abide by all United States and other applicable laws and regulations governing exports of the Compound and Product or any other
technology developed or disclosed as a result of this Agreement. The Parties acknowledge that any performance under this Agreement
is subject to any restrictions which may be imposed by the United States and other applicable laws and regulations governing exports.
Each Party agrees to provide the other Party with any assistance, including written assurances, which may be required by a competent
governmental authority and by applicable laws and regulations as a precondition for any disclosure of technology by the other Party
under the terms of this Agreement. In addition, the Parties hereto agree to take all actions as may reasonably be required to assure
compliance with all applicable requirements of the U.S. Foreign Corrupt Practices Act.


 


11.12 Expiration or
termination of this Agreement shall not affect accrued rights or obligations of the Parties. In addition, the rights and obligations
of the Parties set out in the following sections and articles of this Agreement shall survive and continue to be effective in accordance
with their terms after the termination or expiration of this Agreement: Article 8 (Confidentiality); Article 9 (Agreement Term);
Article 10 (Dispute Resolution); and Article 11 (Additional Terms and Provisions).


 


11.13 This Agreement
shall be governed by and construed in accordance with the laws of the State of Texas, United States of America without regard to
its conflict of laws principles. Subject to the dispute resolution procedures contained in Article 10, each Party hereto hereby
irrevocably consents and submits to the jurisdiction and venue of both federal and state courts of the United States of America
located in Dallas, Texas, United States of America with respect to any dispute, controversy or claim arising out of or in connection
with this Agreement.


 


11.14 Lantern and BioNumerik
hereby agree to execute all additional papers and documents and to take and to cause their Affiliates to take all additional actions
reasonably requested by either Party hereto in order to further evidence or reflect the agreements contained in this Agreement
(but at the expense of the requesting Party as to all reasonable out-of-pocket expenses incurred by the other Party in connection
therewith).


 


11.15 This Agreement
may be executed in counterparts, all of which together shall constitute one and the same instrument. Facsimile signatures, or signatures
provided or delivered in Adobe PDF format (or similar electronic scanning format), shall be treated as original signatures for
purposes of this Agreement. Unless otherwise specifically agreed, the exchange of signatures and signed counterparts may be made
through facsimile and/or electronic mail using Adobe PDF (Portable Document Format) or other similar format; and a facsimile or
an electronically scanned copy of an original signature on this Agreement thus delivered by facsimile or electronic mail shall
be deemed to be an original signature.


 


11.16 BioNumerik represents
and warrants to Lantern as of the Effective Date that:


 


		(a)	As of the Effective Date, Exhibit (1) lists all patent applications and patents that are owned
or licensed by BioNumerik as of the Effective Date and cover the Compound, process to make Compound, and/or uses of the Compound,
except as otherwise expressly noted on such Exhibit (1), and (except as otherwise noted), to the knowledge of BioNumerik, all such
patents are valid and all such patents and patent applications are held by BioNumerik free and clear of all encumbrances to the
grant of an assignment to Lantern as purported to be granted pursuant to this Agreement;



 




    17


     


    

 


CONFIDENTIAL


 


		(b)	BioNumerik has sufficient legal and/or beneficial title, ownership or license, free and clear from
any mortgages, pledges, liens, security interests, or encumbrances of any kind, of the Patent Rights, Information, BioNumerik Improvements
and Trademark Rights to grant the assignment to Lantern as purported to be granted pursuant to this Agreement, subject to the requirement
to obtain the necessary approvals by BioNumerik’s shareholders in order for the Closing Date to occur;



 


		(c)	BioNumerik has not granted and will not grant any assignment, license, right or interest to the
Patent Rights, Information, BioNumerik Improvement and Trademark Rights that is in conflict with the assignment granted as of the
Closing Date by BioNumerik to Lantern hereunder;



 


		(d)	To BioNumerik’s knowledge, the development, manufacture and use of the Compound and Product
in the Field in the Territory will not infringe or misappropriate any existing intellectual property right of any third party,
and BioNumerik has not received any notice from any third party asserting or alleging that any development, manufacture or use
of the Compound or Product would infringe or misappropriate the intellectual property rights of such third party;



 


		(e)	There is no pending, and to BioNumerik’s knowledge, no threatened, adverse action, suit or
proceeding in the Territory against BioNumerik involving the Patent Rights, Information, BioNumerik Improvements, Trademark Rights,
Compound or Product;



 


		(f)	To BioNumerik’s knowledge, no third party is infringing or misappropriating or has infringed
or misappropriated any Patent Rights, Information, BioNumerik Improvements, or Trademark Rights.



 


11.17 BOTH
PARTIES UNDERSTAND THAT THE COMPOUND AND PRODUCT ARE THE SUBJECT OF ONGOING RESEARCH AND DEVELOPMENT AND THAT NEITHER PARTY CAN
ASSURE THE SUCCESSFUL DEVELOPMENT OR COMMERCIALIZATION OF THE COMPOUND OR PRODUCT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, IS MADE
OR GIVEN BY OR ON BEHALF OF EITHER PARTY. ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE,
ARE HEREBY EXPRESSLY EXCLUDED.


 


11.18 NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES OR LOSS OF PROFITS ARISING FROM OR
RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING,
NOTHING IN THIS SECTION IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE DAMAGES AVAILABLE FOR A PARTY’S BREACH OF CONFIDENTIALITY
OBLIGATIONS IN ARTICLE 8.


 


11.19 Each
Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the
power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship
of partners, principal and agent, or joint-venture partners between the Parties.


 




    18


     


    

 


CONFIDENTIAL


 


11.20 This Agreement
has been prepared jointly and shall not be strictly construed against either Party. Ambiguities, if any, in this Agreement shall
not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision. The headings
of each Article and Section in this Agreement have been inserted for convenience of reference only and are not intended to limit
or expand on the meaning of the language contained in the particular Article or Section.


 


IN WITNESS WHEREOF,
the parties hereto have hereunto set their hands effective as of the Effective Date.


 


	BioNumerik Pharmaceuticals, Inc.	 	Lantern Pharma, Inc.
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	Arunkumar Asaithambi, Ph.D.
	Title:	 	 	Title:	Chief Executive Officer
	 	8023 Vantage Drive, Suite – Lobby 1	 	 	1920 McKinney Ave.
	 	San Antonio, TX 78230, USA	 	 	Dallas, TX 75201
	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 
	 	8023 Vantage Drive, Suite – Lobby 1	 	 	 
	 	San Antonio, TX 78230, USA	 	 	 


 




    19


     


    

 


CONFIDENTIAL


 


Schedule A – Schedule A Parties
and Payment Instructions


 


All payment amounts to be paid to the Schedule A Parties
(as defined in the attached Assignment Agreement) shall be paid in the following manner:


 


		1.	First, to BioNumerik Pharmaceuticals, Inc. (“BioNumerik”) if BioNumerik is in existence at the time such payment
is to occur;



 


		2.	Next, any remaining payment amounts shall be applied to the extent necessary to satisfy any current outstanding tax obligations
of BioNumerik;



 


		3.	Next, any remaining payment amounts shall be applied (on a pro rata basis to all obligees in this
payment category) to the extent necessary to satisfy any current outstanding obligations of BioNumerik for legal fees and services;
accounting fees and services; consulting fees and services; patent fees and services; payment obligations of BioNumerik pursuant
to agreements with licensees or assignees of BioNumerik product candidates other than Tavocept; banking fees and services; rent;
phone and internet service provider costs; mail and shipping fees and services; and other current outstanding BioNumerik debt,
service provider or contractual payment obligations;



 


		4.	Next, any remaining payment amounts shall be applied towards payment to the holders of BioNumerik
Preferred Stock immediately prior to the Closing Date (or to their designated successor or transferee) (collectively, the “BioNumerik
Preferred Holders”) an amount equal to the respective liquidation preference amount to which each holder of each respective
series of such Preferred Stock would be entitled pursuant to the terms of the BioNumerik Preferred Stock as in existence immediately
prior to the Closing Date, provided that, if such amounts to be paid pursuant to this Paragraph 4 shall be insufficient to permit
the payment to such respective holders of the full respective preferential amounts to which they would be so entitled, then such
available remaining payment amounts shall be distributed to the BioNumerik Preferred Holders pro rata up to the respective preferential
amount to which they would be so entitled, based on the number of shares of BioNumerik Common Stock held by each such holder immediately
prior to the Closing Date, assuming all shares of BioNumerik Preferred Stock were converted into BioNumerik Common Stock immediately
prior to the Closing Date;



 


		5.	Next, any remaining payment amounts shall be applied towards payment to the holders of BioNumerik
Common Stock immediately prior to the Closing Date (or to their designated successor or transferee) (collectively, the “BioNumerik
Common Holders”) an amount equal to $.01 per share of BioNumerik Common Stock held immediately prior to the Closing Date,
provided that, if such amounts to be paid pursuant to this Paragraph 5 shall be insufficient to permit the payment to such respective
holders of $.01 per share of BioNumerik Common Stock held immediately prior to the Closing Date, then such available remaining
payment amounts shall be distributed to the BioNumerik Common Holders pro rata based on the number of shares of BioNumerik Common
Stock held by each such holder immediately prior to the Closing Date; and



 


		6.	Next, any remaining payment amounts shall be distributed to the BioNumerik Preferred Holders and
BioNumerik Common Holders pro rata based on the number of shares of BioNumerik Common Stock held by each such holder immediately
prior to the Closing Date, assuming all shares of BioNumerik Preferred Stock were converted into BioNumerik Common Stock immediately
prior to the Closing Date.



  




    20


     


    

 


CONFIDENTIAL


 


Schedule A [continued]


 


In making the above payments to respective
applicable payment recipients, Lantern shall make such payments at the most recent address for such recipients listed in BioNumerik’s
records, or at such updated address as a particular applicable payment recipient may designate by notice in writing to BioNumerik
or to the Designated Schedule A Information Recipient (defined below).


 


In making such payments pursuant to this
Schedule A, Lantern shall be entitled to rely on the Designated Schedule A Information Recipient for guidance with respect to information
regarding current outstanding BioNumerik obligations and account balances, and contact and address information regarding respective
payment recipients.


 


For purposes of this Schedule A and the
attached Assignment Agreement, the Designated Schedule A Information Recipient shall be the individual or committee specified in
writing by BioNumerik to Lantern as the Designated Schedule A Information Recipient concurrently with the execution of the attached
Assignment Agreement. The Designated Schedule A Information Recipient may be changed from time to time as specified by written
notice from BioNumerik to Lantern, or, if the existence of BioNumerik has terminated following the Closing Date, as directed in
writing to Lantern by a Majority of the Existing BNPI Payment Recipients.


 


It is the intention of this Schedule A
that, in the event BioNumerik Preferred Holders have received (by means of payments pursuant to Paragraph 4 of this Schedule A,
payments made on behalf of assignees of BioNumerik intellectual property rights other than Lantern, or by means of other distributions
made by BioNumerik) an aggregate amount equal to the respective liquidation preference amount to which each applicable holder of
each respective series of such Preferred Stock would be entitled pursuant to the terms of the BioNumerik Preferred Stock as in
existence immediately prior to the Closing Date, then no further amounts would be paid pursuant to Paragraph 4 of this Schedule
A. In addition, it is the intention of this Schedule A that, in the event BioNumerik Common Holders have received (by means of
payments pursuant to Paragraph 5 of this Schedule A, payments made on behalf of assignees of BioNumerik intellectual property rights
other than Lantern, or by means of other distributions made by BioNumerik) an aggregate amount equal to $.01 per share of BioNumerik
Common Stock held immediately prior to the Closing Date, then no further amounts would be paid pursuant to Paragraph 5 of this
Schedule A.


 


For purposes of this Schedule A and the
attached Assignment Agreement, (i) the term “BioNumerik Preferred Stock” shall mean the Series A Convertible Preferred
Stock, the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock, the Series D Convertible Preferred Stock,
the Series E Convertible Preferred Stock, the Series F Convertible Preferred Stock, the Series G Convertible Preferred Stock, the
Series H Convertible Preferred Stock, the Series I Convertible Preferred Stock, the Series J Convertible Preferred Stock, the Series
K Convertible Preferred Stock, the Series L Convertible Preferred Stock, the Series M Convertible Preferred Stock, and the Series
N Convertible Preferred Stock of BioNumerik; and the term “BioNumerik Common Stock” shall mean the Common Stock of
BioNumerik.


 


Each capitalized term used but not defined
in this Schedule A shall have the meaning given to such term in the attached Assignment Agreement.


 




    21


     


    

 


CONFIDENTIAL


 


Exhibit (1)


 


The Patent Rights as of the Effective Date of this Agreement
are stated as follows:


 


	Docket No.:	0265
	Title:	Contemporaneous, Multiple Protein-Targeted Therapeutic Modification and/or Modulation of Disease by  Administration of Sulfur-Containing, Amino Acid-Specific Small Molecules


 


	Country	 	Sub

Case	 	Case

Type	 	Status	 	Application

Number	 	Filing

 Date	 	Patent

Number	 	Issue

 Date
	United States of America	 	 	 	ORD	 	Pending	 	14/455,855	 	08-Aug-2014	 	 	 	 


 


	Docket No.:	0263
	Title:	Increasing Cancer Patient Survival Time by Administration of Dithio-Containing Compounds


 


	Country	 	Sub

Case	 	Case

Type	 	Status	 	Application

Number	 	Filing

 Date	 	Patent

Number	 	Issue

Date
	United States of America	 	 	 	ORD	 	Granted	 	12/807,931	 	16-Sep-2010	 	9,023,805	 	05-May-2015
	United States of America	 	A	 	DIV	 	Pending	 	14/675,607	 	31-Mar-2015	 	 	 	 


 


	Docket No.:	0262
	Title:	Treatment Methods and Compositions for Lung Cancer, Adenocarcinoma, and Other Medical Conditions


 


	Country	 	Sub

Case	 	Case

Type	 	Status	 	Application

Number	 	Filing

 Date	 	Patent

Number	 	Issue

Date
	Australia	 	 	 	PCT	 	Granted	 	2008352597	 	14-Mar-2008	 	2008352597	 	21-Jun-2012
	Australia	 	A	 	PCT	 	Granted	 	2008352603	 	15-Jul-2008	 	2008352603	 	13-Sep-2012
	Canada	 	 	 	PCT	 	Granted	 	2,717,181	 	14-Mar-2008	 	2,717,181	 	15-Oct-2013
	China (People’s Republic)	 	A	 	PCT	 	Granted	 	200880128889.4	 	28-Oct-2010	 	ZL 200880128889.4	 	18-Dec-2013
	Denmark	 	 	 	EPP	 	Granted	 	08726839.7	 	14-Mar-2008	 	2 249 825	 	07-Oct-2015
	European Patent Convention	 	 	 	PCT	 	Granted	 	08726839.7	 	14-Mar-2008	 	2 249 825	 	07-Oct-2015
	European Patent Convention	 	A	 	PCT	 	Granted	 	08794507.7	 	18-Jul-2008	 	 	 	 
	France	 	 	 	EPP	 	Granted	 	08726839.7	 	14-Mar-2008	 	2 249 825	 	07-Oct-2015
	France	 	A	 	EPP	 	Granted	 	08794507.7	 	18-Jul-2008	 	 	 	 
	Germany	 	 	 	EPP	 	Granted	 	08726839.7	 	14-Mar-2008	 	2 249 825	 	07-Oct-2015
	Germany	 	A	 	EPP	 	Granted	 	08794507.7	 	18-Jul-2008	 	 	 	 
	Japan	 	 	 	PCT	 	Granted	 	2010-550647	 	10-Sep-2010	 	5694782	 	13-Feb-2015
	Japan	 	A	 	PCT	 	Granted	 	2010-550651	 	10-Sep-2010	 	5667886	 	19-Dec-2014
	Netherlands	 	 	 	EPP	 	Granted	 	08726839.7	 	14-Mar-2008	 	2 249 825	 	07-Oct-2015
	Netherlands	 	A	 	EPP	 	Granted	 	08794507.7	 	18-Jul-2008	 	 	 	 
	Sweden	 	A	 	EPP	 	Granted	 	08794507.7	 	18-Jul-2008	 	 	 	 
	Switzerland	 	 	 	EPP	 	Granted	 	08726839.7	 	14-Mar-2008	 	2 249 825	 	07-Oct-2015
	Switzerland	 	A	 	EPP	 	Granted	 	08794507.7	 	18-Jul-2008	 	 	 	 
	United Kingdom	 	 	 	EPP	 	Granted	 	08726839.7	 	14-Mar-2008	 	2 249 825	 	07-Oct-2015
	United Kingdom	 	A	 	EPP	 	Granted	 	08794507.7	 	18-Jul-2008	 	 	 	 
	United States of America	 	A	 	CIP	 	Granted	 	12/218,470	 	15-Jul-2008	 	9,320,760	 	26-Apr-2016


 




    22


     


    

 


CONFIDENTIAL


 


	Docket No.:	0257
	Title:	Anti-Cancer Activity Augmentation Compounds and Formulations and Methods of Use Thereof


 


	Country	 	Sub

Case	 	Case

Type	 	Status	 	Application

Number	 	Filing

Date	 	Patent

 Number	 	Issue

Date
	Australia	 	 	 	PCT	 	Granted	 	2007227466	 	16-Mar-2007	 	2007227466	 	01-Mar-2012
	China (People’s Republic)	 	 	 	PCT	 	Granted	 	200780017354.5	 	16-Mar-2007	 	ZL200780017354.5	 	14-Mar-2012


 


	Docket No.:	0256
	Title:	Chemoprotective Methods and Compositions


 


	Country	 	Sub

Case	 	Case

Type	 	Status	 	Application

Number	 	Filing

Date	 	Patent

 Number	 	Issue

Date
	Australia	 	 	 	PCT	 	Granted	 	2006326442	 	13-Dec-2006	 	2006323442	 	14-Jun-2012
	Australia	 	A	 	PCT	 	Granted	 	2008352598	 	14-Mar-2008	 	2008352598	 	20-Sep-2012
	Canada	 	 	 	PCT	 	Granted	 	2,648,945	 	13-Dec-2006	 	2,648,945	 	03-Apr-2012
	European Patent Convention	 	 	 	PCT	 	Granted	 	06848549.9	 	13-Dec-2006	 	1991237	 	25-Feb-2015
	European Patent Convention	 	A	 	PCT	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	France	 	 	 	EPP	 	Granted	 	06848549.9	 	13-Dec-2006	 	1991237	 	25-Feb-2015
	France	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	Germany	 	 	 	EPP	 	Granted	 	06848549.9	 	13-Dec-2006	 	1991237	 	25-Feb-2015
	Germany	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	60 2008 032 832.5	 	18-Jun-2014
	Hungary	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	E021539	 	18-Jun-2014
	Ireland	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	Italy	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	Japan	 	A	 	PCT	 	Granted	 	2010-550648	 	10-Sep-2010	 	5667885	 	12-Feb-2015
	Netherlands	 	 	 	EPP	 	Granted	 	06848549.9	 	13-Dec-2006	 	1991237	 	25-Feb-2015
	Netherlands	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	Spain	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	Sweden	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	Switzerland	 	 	 	EPP	 	Granted	 	06848549.9	 	13-Dec-2006	 	1991237	 	25-Feb-2015
	Switzerland	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014
	United Kingdom	 	 	 	EPP	 	Granted	 	06848549.9	 	13-Dec-2006	 	1991237	 	25-Feb-2015
	United Kingdom	 	A	 	EPP	 	Granted	 	08726840.5	 	14-Mar-2008	 	2 252 246	 	18-Jun-2014


 




    23


     


    

  


CONFIDENTIAL


 


	Docket
    No.:	0243
	Title:	Medicinal
    Disulfide Salts


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application 

Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	Canada	 	 	 	PCT	 	Granted	 	2,580,802	 	21-Sep-2005	 	2,580,802	 	20-Nov-2012
	India	 	 	 	PCT	 	Published	 	2350/DELNP/2007	 	21-Sep-2005	 	 	 	 
	Japan	 	 	 	PCT	 	Granted	 	2007-532635	 	21-Sep-2005	 	5015781	 	15-Jun-2012
	Mexico	 	 	 	PCT	 	Granted	 	MX/a/2007/003174	 	21-Sep-2005	 	271540	 	05-Nov-2009
	United
    States of America	 	 	 	PRI	 	Granted	 	10/945,809	 	21-Sep-2004	 	7,282,602	 	16-Oct-2007


 


	Docket
    No.:	0239
	Title:	Process
    for Synthesizing Disulfides


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


 Number	 	Filing


    Date	 	Patent
    

Number	 	Issue


    Date
	Australia	 	 	 	PCT	 	Granted	 	2004299131	 	17-Dec-2004	 	2004
    299131	 	26-Aug-2010
	Canada	 	 	 	PCT	 	Granted	 	2548497	 	17-Dec-2004	 	2,548,497	 	09-Jun-2009
	China
    (People’s Republic)	 	 	 	PCT	 	Granted	 	2004800377657	 	17-Dec-2004	 	2004800377657	 	14-Jan-2009
	India	 	 	 	PCT	 	Granted	 	3391/DELNP/2006	 	17-Dec-2004	 	249478	 	21-Oct-2011
	Japan	 	 	 	PCT	 	Granted	 	2006-545498	 	14-Jun-2006	 	4936898	 	02-Mar-2012
	Mexico	 	 	 	PCT	 	Granted	 	PAa2006006709	 	17-Dec-2004	 	267694	 	22-Jun-2009
	South
    Africa	 	 	 	PCT	 	Granted	 	2006/04767	 	17-Dec-2004	 	2006/4767	 	29-Sep-2007
	United
    States of America	 	US	 	PRI	 	Granted	 	11/016,441	 	17-Dec-2004	 	7,053,240	 	30-May-2006


 


	Docket
    No.:	0236
	Title:	Compounds
    and Methods for Reducing Undesired Toxicity of Chemotherapeutic Agents


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date 	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 	A	 	DIV	 	Granted	 	11/985,244	 	14-Nov-2007	 	7,829,540	 	09-Nov-2010
	United
    States of America	 	B	 	DIV	 	Granted	 	11/985,243	 	14-Nov-2007	 	7,829,539	 	09-Nov-2010
	United
    States of America	 	C	 	DIV	 	Granted	 	11/985,241	 	14-Nov-2007	 	7,829,117	 	09-Nov-2010
	United
    States of America	 	D	 	DIV	 	Granted	 	11/985,242	 	14-Nov-2007	 	7,829,538	 	09-Nov-2010
	United
    States of America	 	E	 	DIV	 	Granted	 	11/985,272	 	14-Nov-2007	 	7,829,541	 	09-Nov-2010


  



    24


     


    

 


CONFIDENTIAL


 


	Docket
    No.:	0234
	Title:	Method
    of Treating Patients Undergoing Kidney Dialysis


  


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	European Patent Convention	 	 	 	PCT	 	Granted	 	05 800 321.1	 	21-Sep-2005	 	1796682	 	06-Nov-2013
	France	 	 	 	EPP	 	Granted	 	05 800 321.1	 	21-Sep-2005	 	1796682	 	06-Nov-2013
	United Kingdom	 	 	 	EPP	 	Granted	 	05 800 321.1	 	21-Sep-2005	 	1796682	 	06-Nov-2013
	United States of America	 	 	 	PRI	 	Granted	 	10/945,810	 	21-Sep-2004	 	7,235,589	 	26-Jun-2007




 


	Docket
    aNo.:	0232
	Title:	Method
    For Preparing Disodium 2,2’-Dithiobis(Ethanesulfonate)


  


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	Australia	 	 	 	PCT	 	Granted	 	2001276460	 	17-Jul-2001	 	2001276460	 	12-Oct-2006
	Belgium	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	China (People’s Republic)	 	 	 	PCT	 	Pending	 	01814038.6	 	17-Jul-2001	 	 	 	 
	European Patent Convention	 	 	 	PCT	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	France	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	Germany	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	60106040	 	20-Jan-2005
	Ireland	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	Italy	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	19-Nov-2004
	Japan	 	 	 	PCT	 	Granted	 	2002-512122	 	17-Jul-2001	 	4936630	 	02-Mar-2012
	Liechtenstein	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	Sweden	 	 	 	EPC	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	Switzerland	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	United Kingdom	 	 	 	EPP	 	Granted	 	01954111.9	 	17-Jul-2001	 	1301477	 	29-Sep-2004
	United States of America	 	 	 	ORD	 	Granted	 	10/333,422	 	16-Jun-2003	 	6,936,733	 	30-Aug-2005




  



    25


     


    

 


CONFIDENTIAL


 


	Docket
    No.:	0218
	Title:	Drugs
    for Prophylaxis or Mitigation of Taxane-Induced Neuropathies


  


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	Australia	 	 	 	PCT	 	Granted	 	2003225253	 	29-Apr-2003	 	2003225253	 	18-Dec-2008
	European Patent Convention	 	 	 	PCT	 	Granted	 	03721972.2	 	29-Apr-2003	 	1503748	 	25-Apr-2012
	France	 	 	 	EPP	 	Granted	 	03721972.2	 	29-Apr-2003	 	1503748	 	25-Apr-2012
	Germany	 	 	 	EPP	 	Granted	 	03721972.2	 	29-Apr-2003	 	60340723.4	 	25-Apr-2012
	Japan	 	 	 	PCT	 	Granted	 	2004-500859	 	29-Apr-2003	 	5416327	 	22-Nov-2013
	Spain	 	 	 	EPP	 	Granted	 	03721972.2	 	29-Apr-2003	 	2381968T3	 	25-Apr-2012
	Sweden	 	 	 	EPP	 	Granted	 	03721972.2	 	29-Apr-2003	 	1503748	 	25-Apr-2012
	Switzerland	 	 	 	EPP	 	Granted	 	03721972.2	 	29-Apr-2003	 	1503748	 	25-Apr-2012
	United Kingdom	 	 	 	EPP	 	Granted	 	03721972.2	 	29-Apr-2003	 	1503748	 	25-Apr-2012
	United States of America	 	 	 	PRI	 	Granted	 	10/135,975	 	30-Apr-2002	 	8,710,095	 	29-Apr-2014




 


	Docket
    No.:	0211
	Title:	Method
    for Treating Patients for Radiation Exposure


  


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	United States of America	 	 	 	PRI	 	Granted	 	10/002,526	 	26-Oct-2001	 	7,176,192	 	13-Feb-2007




 


	Docket
    No.:	0197
	Title:	Method
    for Treating Cancer Having Greater Efficacy and Reduced Adverse Effects


 


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	United States of America	 	 	 	ORD	 	Granted	 	10/044,575	 	11-Jan-2002	 	6,596,320	 	22-Jul-2003




 


	Docket
    No.:	0177
	Title:	Methods
    and Formulations for Reducing Toxicity Associated with Diabetes Treatments


 


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	United States of America	 	 	 	PRI	 	Granted	 	09/562,160	 	01-May-2000	 	6,468,963	 	22-Oct-2002




 


	Docket
    No.:	0167
	Title:	Method
    of Inhibiting Angiogenesis


 


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	United States of America	 	 	 	PRI	 	Granted	 	09/756,033	 	06-Jan-2001	 	6,255,355	 	03-Jul-2001




 


	Docket
    No.:	0162
	Title:	Method
    of Treating Acetaminophen Overdose


 


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	United States of America	 	 	 	PRI	 	Granted	 	09/671,792	 	27-Sep-2000	 	6,225,295	 	01-May-2001




  



    26


     


    

 


CONFIDENTIAL


 


	Docket
    No.:	0139
	Title:	Method
    of Treating Atherosclerosis and Complications Resulting Therefrom


  


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	United States of America	 	 	 	PRI	 	Granted	 	09/513,540	 	25-Feb-2000	 	6,525,037	 	25-Feb-2003




 


	Docket
    No.:	0123
	Title:	Method
    of Treating Diabetic Nephropathy


  


	Country	 	Sub

 Case	 	Case

 Type	 	Status	 	Application

 Number	 	Filing

 Date	 	Patent

 Number	 	Issue

 Date
	United States of America	 	 	 	PRI	 	Granted	 	09/422,486	 	21-Oct-1999	 	6,031,006	 	29-Feb-2000




 


	Docket
    No.:	0122
	Title:	Method
    of Treating Diabetic Neuropathy


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 	 	 	PRI	 	Granted	 	09/422,485	 	21-Oct-1999	 	6,100,247	 	08-Aug-2000


 


	Docket
    No.:	0110
	Title:	Method
    for Reducing Development of Free Radical Induced Malignancies


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 	 	 	PRI	 	Granted	 	09/389,520	 	02-Sep-1999	 	6,143,796	 	07-Nov-2000


 


	Docket
    No.:	0100
	Title:	Method
    for Treating Glycol Poisoning


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 		 	PRI	 	Granted	 	09/317,693	 	24-May-1999	 	6,034,126	 	07-Mar-2000 


 


	Docket
    No.:	0091
	Title:	Method
    of Treating Septic Shock


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 	 	 	PRI	 	Granted	 	09/247,247	 	09-Feb-1999	 	6,197,831	 	06-Mar-2001


 


	Docket
    No.:	0090
	Title:	Method
    of Treating Acute Renal Failure


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 	 	 	PRI	 	Granted	 	09/247,229	 	09-Feb-1999	 	6,172,119	 	09-Jan-2001


  



    27


     


    

 


CONFIDENTIAL


 


	Docket
    No.:	0089
	Title:	Method
    of Treating Adult Respiratory Distress Syndrome


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 	 	 	PRI	 	Granted	 	09/246,476	 	09-Feb-1999	 	5,998,479	 	07-Dec-1999


 


	Docket
    No.:	0088
	Title:	Method
    of Reducing or Reversing Neuropathy


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	United
    States of America	 	 	 	PRI	 	Granted	 	09/246,471	 	09-Feb-1999	 	6,075,053	 	13-Jun-2000


 


	Docket
    No.:	0077
	Title:	Method
    for Treating Heavy Metal Poisoning


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent
    

Number	 	Issue


    Date
	United
    States of America	 	 	 	PRI	 	Granted	 	09/247,115	 	09-Feb-1999	 	6,177,411	 	23-Jan-2001


 


	Docket
    No.:	0063
	Title:	Formulations
    and Methods of Reducing the Toxicity of Antineoplastic Agents


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	Japan	 	A	 	DIV	 	Pending	 	2005-294264	 	16-Oct-1998	 	 	 	 


 


	Docket
    No.:	0035
	Title:	Mercaptans
    and Disulfides


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	European
    Patent Convention	 	 	 	PCT	 	Granted	 	99948083.3	 	30-Aug-1999	 	1109779	 	11-Mar-2009
	France	 	 	 	EPP	 	Granted	 	99948083.3	 	30-Aug-1999	 	1109779	 	11-Mar-2009
	United
    Kingdom	 	 	 	EPP	 	Granted	 	99948083.3	 	30-Aug-1999	 	1109779	 	11-Mar-2009
	United
    States of America	 	A	 	CIP	 	Granted	 	09/145,384	 	01-Sep-1998	 	6,160,167	 	12-Dec-2000


  



    28


     


    

 


CONFIDENTIAL


 


	Docket
    No.:	0028
	Title:	Process
    for Synthesizing Pharmaceutically Active Disulfide Salts


 


	Country	 	Sub


    Case	 	Case


    Type	 	Status	 	Application


    Number	 	Filing


    Date	 	Patent


    Number	 	Issue


    Date
	Australia	 	 	 	PCT	 	Granted	 	2003231169	 	29-Apr-2003	 	2003231169	 	18-Dec-2008
	Austria	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Belgium	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Canada	 	 	 	PCT	 	Granted	 	2,483,775	 	29-Apr-2003	 	2483775	 	08-Feb-2011
	Denmark	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	European
    Patent Convention	 	 	 	PCT	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Finland	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	France	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Germany	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	60346952.3	 	05-Nov-2014
	Hungary	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	E024088	 	05-Nov-2014
	Ireland	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Italy	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Japan	 	 	 	PCT	 	Granted	 	2004-501366	 	28-Oct-2004	 	4478561	 	19-Mar-2010
	Mexico	 	 	 	PCT	 	Granted	 	PA/a/2004/010859	 	29-Apr-2003	 	265732	 	06-Apr-2009
	Netherlands	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Portugal	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Spain	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Sweden	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	Switzerland	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	United
    Kingdom	 	 	 	EPP	 	Granted	 	03724301.1	 	29-Apr-2003	 	1499587	 	05-Nov-2014
	United
    States of America	 	 	 	PRI	 	Granted	 	10/135,756	 	30-Apr-2002	 	6,504,049	 	07-Jan-2003


  



    29


     


    

 


CONFIDENTIAL


 


Exhibit
(2)


 


Registration
information for the Trademark Rights as of the Effective Date is stated as follows:


 


	 	 	 	 	 	 	 	 	Registration	 	 
	Name	 	Type	 	Country	 	Filing
    Date	 	Number	 	Issue
    Date
	Tavocept	 	Trademark	 	U.S.	 	16-Feb-2010	 	4,264,896	 	25-Dec-2012
	Tavocept	 	Trademark	 	Australia	 	27-Nov-2002	 	935844	 	23-Apr-2003
	Tavocept	 	Trademark	 	Brazil	 	26-Nov-2002	 	825
    049 644	 	26-Feb-2008
	Tavocept	 	Trademark	 	China	 	28-Nov-2002	 	3386005	 	21-Jul-2004
	Tavocept	 	Trademark	 	European
    Community	 	25-Nov-2002	 	00
    2945921	 	06-Sep-2004
	Tavocept	 	Trademark	 	India	 	27-Nov-2002	 	1153675	 	01-Jul-2005
	Tavocept	 	Trademark	 	Israel	 	27-Nov-2002	 	160833	 	05-May-2004
	Tavocept	 	Trademark	 	Japan	 	27-Nov-2002	 	4683146	 	20-Jun-2003
	Tavocept	 	Trademark	 	Russia	 	27-Nov-2002	 	260723	 	25-Dec-2003
	Tavocept	 	Trademark	 	South
    Africa	 	26-Nov-2002	 	2002/18645	 	25-Oct-2006
	Tavocept	 	Trademark	 	Turkey	 	28-Nov-2002	 	2002/030716	 	08-Nov-2004


 


 


 30