Exhibit 10.1


 


[****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.


 


LICENSE AGREEMENT


 


“DOTA-PRIT
(Pre-Targeted Radioimmunotherapy)”


 


between


 


MEMORIAL SLOAN KETTERING
CANCER CENTER


 


and


 


Y-MABS THERAPEUTICS, INC.


 


 


Dated: April 15,
2020


 



     


     


    

 


TABLE OF CONTENTS


 





	 	Page
	 	 
	ARTICLE 1 - DEFINITIONS	2
	ARTICLE 2 - GRANT OF LICENSE AND OPTION	10
	ARTICLE 3 - SUBLICENSES	12
	ARTICLE 4 - DILIGENCE	13
	ARTICLE 5 - PAYMENTS	15
	ARTICLE 6 - REPORTS AND RECORDS	23
	ARTICLE 7 - PATENT PROSECUTION	25
	ARTICLE 8 - INFRINGEMENT	26
	ARTICLE 9 - CONFIDENTIALITY	29
	ARTICLE 10 - INDEMNIFICATION, PRODUCT LIABILITY	30
	ARTICLE 11 - REPRESENTATIONS, WARRANTIES AND DISCLAIMERS	33
	ARTICLE 12 - EXPORT CONTROLS	35
	ARTICLE 13 - NON-USE OF NAMES	35
	ARTICLE 14 - PUBLICATION	36
	ARTICLE 15 - ASSIGNMENT	36
	ARTICLE 16 - TERMINATION	37
	ARTICLE 17 - NOTICES AND OTHER COMMUNICATIONS	40
	ARTICLE 18 - MISCELLANEOUS PROVISIONS	41



 


	Exhibit A	 	PATENT RIGHTS AND KNOW-HOW
	Exhibit B	 	TANGIBLE MATERIAL EXCLUSIVELY LICENSED
	Exhibit C	 	DEVELOPMENT PLAN
	Exhibit D	 	SPONSORED RESEARCH AGREEMENT
	Exhibit E	 	LIST OF CERTAIN ANTIBODY PATENT RIGHTS




 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    i


     


    

 


LICENSE AGREEMENT


 


This Agreement (the “Agreement”) is effective on
the date of the last signature below (“Effective Date”), and is by and between Memorial Sloan Kettering Cancer Center
(“MSK”), a New York not-for-profit corporation with its principal office at 1275 York Avenue, New York, NY, and Y-mAbs
Therapeutics, Inc., a Delaware corporation with its principal office at 750 3rd Avenue, New York, N.Y. 10017 (“LICENSEE”).
MSK and LICENSEE are sometimes referred to singly as “Party” and collectively as “Parties”.


 


WITNESSETH


 


WHEREAS, MSK is the owner or co-owner of certain patent rights
and has the right to grant licenses to its rights under said patent rights; and


 


WHEREAS, the Massachusetts Institute of Technology (“MIT”)
is the owner of certain patent rights and MIT and MSK have entered into an agreement granting MSK the right to license said patent
rights; and


 


WHEREAS, MIT and MSK jointly own certain patent rights and
have entered into an agreement granting MSK the right to license said patent rights; and


 


WHEREAS, MSK and MIT desire to have the Licensed Rights utilized
in the public interest and MSK is willing to grant a license to its interest thereunder; and


 


WHERAS, the Parties desire to further develop antibodies included
in or based upon the Licensed Rights; and


 


WHEREAS, LICENSEE desires to obtain certain licenses on the
terms set forth herein under the Licensed Rights to develop and commercialize Licensed Products and perform Licensed Services
(both as defined herein) through a thorough, vigorous and diligent program of exploiting the Licensed Rights whereby public utilization
shall result therefrom;


 


NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto agree as follows:


 


ARTICLE 1 - DEFINITIONS


 


For the purpose of this Agreement, the following words and
phrases shall have the following meanings:


 


		1.1	“Affiliate” as used herein in either singular or plural
                                         means, with respect to a party, any corporation, company, partnership, joint venture
                                         or other entity, which directly or indirectly: (a) Controls, is Controlled by or
                                         is under common Control with the specified entity; or (b) both (i) owns, is
                                         owned by, or is under common ownership with the specified entity, in whole or in part,
                                         and (ii) conducts business under a trade identifier of the specified entity, with
                                         the authorization of the specified entity. For purposes of this definition, “Control”
                                         of an entity means the direct or indirect ownership or control of at least fifty percent
                                         (50%) of the right to direct or cause the direction of the policies and management of
                                         such person or entity, whether by the ownership of equity, by contract or otherwise.
                                         In any jurisdiction where 50% control is not permitted by applicable law, the “greater
                                         than 50%” threshold shall be deemed satisfied by the possession of substantially
                                         the maximum percentage allowable in such jurisdiction. With regard to MSK, “Affiliate”
                                         shall include, without limitation, the Sloan-Kettering Institute for Cancer Research
                                         and the Memorial Hospital for Cancer and Allied Diseases.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    2


     


    

 


		1.2	“Antibody Patent Rights” means MSK’s and MIT’s
                                         rights, as applicable, in:



 


(a)          The
United States and foreign patents and patent applications listed in Exhibit A-1;


 


(b)          any
other patent or patent application that claims priority to, or common priority with, or is a divisional, continuation, reissue,
renewal, reexamination, substitution or extension of any patent or patent application identified on Exhibit A-1;


 


(c)          any
patents subsequently issuing on any patent application identified in (a) or (b) above, including any reissues, renewals,
reexaminations, substitutions or extensions thereof;


 


(d)          any
claim of a continuation-in-part application or patent (including any reissues, renewals, reexaminations, substitutions or extensions
thereof) that is entitled to the priority date of at least one of the patents or patent applications identified in (a), (b) or
(c) above;


 


(e)          any
foreign counterpart (including PCTs) of any patent or patent application identified in (a), (b), (c) or (d) above; and


 


(f)           to
the extent legally possible and available for MSK and/or MIT to provide, any supplementary protection certificates, pediatric
exclusivity periods, any other patent term extensions and exclusivity periods and the like of any patents and patent applications
identified in (a) through (e) above.


 


		1.3	“[****]” means [****].



 


		1.4	Intentionally Omitted.



 


		1.5	Intentionally Omitted.



 


		1.6	“Commercially Reasonable Efforts” means, with respect
                                         to particular obligations or tasks, such level of efforts applied to carry out such obligations
                                         or tasks consistent with the efforts used in the biopharmaceutical industry by a company
                                         of comparable size in connection with the development or commercialization of biopharmaceutical
                                         products that are of similar status, to accomplish such obligations or tasks, at the
                                         same stage of development or commercialization, as applicable, for internally developed
                                         products in a similar area with similar market potential, at a similar stage of their
                                         product life taking into account the existence of third parties’ (but not LICENSEE’s,
                                         Sublicensee’s, or their respective Affiliates’ own) competitive products,
                                         the proprietary position of the product, the regulatory structure involved, and the anticipated
                                         profitability of the product.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    3


     


    

 


		1.7	“Confidential Information” means all confidential or
                                         proprietary information disclosed by one Party to the other Party relating to and in
                                         the performance of this Agreement, including any uses, processes, methods, formulations,
                                         clinical data, test results, research and development plans, pricing policies, business
                                         plans, sales, information relating to customer identities, characteristics and agreements,
                                         financial information and projections, trade secrets, work in progress, future development,
                                         marketing, and investors whether in oral, graphic, electronic or any other media or form.



 


		1.8	“Contract Half-Year” means the six month periods ending
                                         on June 30 and December 31 of each year.



 


		1.9	“Control” or “Controlled” means, with respect
                                         to Intellectual Property Rights, ownership together with the ability to grant a license
                                         without (a) violating the terms of any written agreement with a third party, and/or
                                         (b) incurring any payment obligation to a third party.



 


		1.10	“Diagnostic Licensed Service” means a Licensed Service
                                         that is intended for the determination, diagnosis, or identification of a disease, condition,
                                         characteristic, or trait.



 


		1.11	“Diagnostic Licensed Product” means a Licensed Product
                                         that is intended for the determination, diagnosis, or identification of a disease, condition,
                                         characteristic, or trait.



 


		1.12	“Field of Use” means the use of the Licensed Rights
                                         in the field of Radioimmunotherapy for the diagnosis and treatment of cancer. Field of
                                         Use excludes cell-based or cell-related therapeutics and diagnostics, including but not
                                         limited to the use of [****] constructs, and products incorporating [****].



 


		1.13	“Intellectual Property Rights” means any or all of
                                         the following, and any and all rights anywhere in the world in, arising out of or associated
                                         therewith: (a) patent applications or patents; (b) copyrights and other rights
                                         in works of authorship; (c) trade secrets; (d) rights in data or Know-How (including
                                         both intellectual property rights and personal property rights in tangible personal property),
                                         and (e) all other intellectual property rights similar to the foregoing (but in
                                         no event including trademarks, trade names, service marks, service names, trade dress
                                         rights or other similar rights); in each case, whether or not any of the foregoing is
                                         registered, and including, without limitation, rights to apply for, applications for
                                         registration of, and any registrations or issuances of, any of the foregoing.



 


		1.14	“Know-How” means tangible and intangible technical
                                         information, materials, inventions, processes, protocols, procedures, formulations, compounds,
                                         compositions, devices, methods, formulae, protocols, techniques, algorithms, software,
                                         works of authorship, designs, drawings, results, findings, ideas, concepts, creations,
                                         discoveries, developments, techniques, processes, know-how, drawings, designs, specifications,
                                         data, content, information, formulas, formulations, algorithms, software, and other technologies
                                         or subject matter of any kind, in each case, that are (i) provided to Licensee;
                                         (ii) not generally publicly known, (iii) Controlled by MSK or MIT, and (iv) used
                                         to make or use Licensed Products or perform Licensed Services.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    4


     


    

 


		1.15	Intentionally omitted.



 


		1.16	“Licensed Products” means on a country-by-country
                                         basis, any antibody construct comprising a binding domain that is specific to all or
                                         part of a DOTA-associated sequence for pre-targeted Radioimmunotherapy that (i) is
                                         covered by (in whole or in part), or is made, uses or is used by a Licensed Service,
                                         or that the making, use, sale, offer to sell, or import of which infringes or would infringe
                                         one or more Valid Claims, but for the license granted herein and not taking into account
                                         the availability of a legal exemption such as experimental use or drug discovery/development
                                         such as that provided by 35 U.S.C. § 271(e)(1) and similar provisions in the
                                         laws of other jurisdictions, and/or (ii) embodies, contains, incorporates, uses,
                                         is used or made through the use of, or was in whole or in part derived from the Know-How.
                                         For the avoidance of doubt, (a) Licensed Products excludes [****] constructs, and
                                         products incorporating [****]; and (b) all Licensed Products shall be either Therapeutic
                                         Licensed Products or Diagnostic Licensed Products.



 


		1.17	“Licensed Rights” means (i) the Know-How, (ii) the
                                         Patent Rights, and (iii) all Intellectual Property Rights owned in, to or covering
                                         the Know-How.



 


		1.18	“Licensed Service” means (a) on a country-by-country
                                         basis, any service or process making or using an antibody construct comprising a binding
                                         domain that is specific to all or part of a DOTA-associated sequence for pre-targeted
                                         Radioimmunotherapy the performance of which in the country in question would, absent
                                         the license granted under this Agreement, and not taking into account the availability
                                         of a legal exemption such as experimental use or drug discovery/development such as that
                                         provided by 35 U.S.C. § 271(e)(1) and similar provisions in the laws of other
                                         jurisdictions, (i) infringe or otherwise be within the scope of at least one Valid
                                         Claim in that country, and/or (ii) embodies, contains, incorporates, uses, is used
                                         or made through the use of, or was in whole or in part derived from the Know-How; or
                                         (b) performance of a service using a Licensed Product or the foregoing process.
                                         For the avoidance of doubt, (a) Licensed Services excludes providing or generating
                                         [****] constructs, and products incorporating [****]; and (b) all Licensed Services
                                         shall be either Therapeutic Licensed Services or Diagnostic Licensed Services.



 


		1.19	Intentionally Omitted.



 


		1.20	“LICENSEE” means Y-mAbs Therapeutics, Inc.



 


		1.21	Intentionally Omitted.



 


		1.22	Intentionally Omitted.



 


		1.23	Intentionally Omitted.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    5


     


    

 


		1.24	“MIT Patent Rights” means MIT’s rights in:



 


(a)          The
United States and foreign patents listed in Exhibit A-2; and


 


(b)          any
other patent that is a reissue, renewal, reexamination, substitution or extension of any patent identified on Exhibit A-2.


 


		1.25	“Net Sales” means the gross amount billed by LICENSEE,
                                         its Sublicensees, or their respective Affiliates for Licensed Products or for Licensed
                                         Services, less the following:



 


(a)          customary
trade, quantity, or cash discounts to the extent actually allowed and taken;


 


(b)          amounts
repaid or credited by reason of rejection or return;


 


(c)          to
the extent separately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental charges
levied on the production, sale, transportation, delivery, or use of a Licensed Product or performance of a Licensed Service, which
is paid by or on behalf of LICENSEE, Sublicensee, or their respective Affiliates; and


 


(d)          to
the extent separately stated on purchase orders, invoices, or other documents of sale, outbound transportation costs prepaid or
allowed and costs of insurance in transit.


 


Each of (a) through (d) above being a “Deductible
Expense.” In no event shall the sum of Deductible Expense exceed [****].


 


No deductions shall be made for commissions paid
to individuals or firms whether they be with independent sales agencies or regularly employed by LICENSEE and on its payroll,
or for cost of collections. Net Sales shall occur on the earlier of the date of billing or invoice for a Licensed Product or Licensed
Service.


 


Customary distribution of samples of Licensed Product
or related performance of Licensed Services by LICENSEE or Affiliates shall not be included in any calculation of Net Sales.


 


In the case of discounts on “bundles”
of products or services which include Licensed Products and/or Licensed Services, LICENSEE may, with notice to MSK, discount (or
permit the discounting by an Affiliate or Sublicensee of LICENSEE) the bona fide list price of any Licensed Product and/or Licensed
Service in such “bundle” by the average percentage discount of all products and services in a particular “bundle,”
calculated as follows: average percentage discount on a particular “bundle” = [1 - (A/B)] x 100; where A equals the
total discounted price of a particular “bundle” of products and/or services, and B equals the sum of the undiscounted
bona fide list prices of each unit of every product and/or services in such “bundle” (including without limitation,
the Licensed Products and Licensed Services). With each quarterly royalty report submitted pursuant to Section 6.2 below,
LICENSEE shall provide MSK reasonable documentation establishing such average discount with respect to each “bundle.”
If LICENSEE cannot so establish the average discount of a “bundle,” Net Sales shall be based on the undiscounted list
price of the Licensed Product or Licensed Service, as the case may be, in the “bundle.” If a Licensed Product or Licensed
Service in a “bundle” is not sold separately, and no bona fide list price exists for such Licensed Product or Licensed
Service, the Parties shall mutually agree (such agreement not to be unreasonably withheld by either Party) to an imputed list
price for such Licensed Product or Licensed Service and Net Sales with respect thereto shall be based on such imputed list price.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    6


     


    

 


Except as provided in the preceding paragraph, no
deductions, credits, rebates, or allowances shall be taken or permitted in calculating Net Sales that depend or are based in whole
or in part on the sale or purchase of any product or service that is not a Licensed Product or Licensed Service, including without
limitation for the practice commonly known as “bundling.”


 


If a Licensed Product is sold, or a Licensed Service
performed, for the purpose of creating a finished product for sale, for example a finished therapeutic product for administration
to patients, Net Sales shall be calculated on the first arms’ length sale of such finished product, and the sale of the
Licensed Product or Licensed Service for the purpose of creating the finished product for sale shall be excluded.


 


If a product or service is sold or provided for the
purpose of creation or use by a third party of a Licensed Product or Licensed Service (an “Intermediate”), the Intermediate
shall be deemed to be a Licensed Product or Licensed Service for purposes hereof, and shall be included in Net Sales.


 


Net Sales shall be determined in accordance with
GAAP, but not in any way that reduces the calculations of Net Sales provided herein.


 


Use, transfers or dispositions of Licensed Products
or Licensed Services without charge or consideration (except to reimburse actual out-of-pocket costs for transport or other such
logistics) and in line with normal industry practice, (i) for charitable purposes; (ii) for preclinical, clinical trial,
or non-commercial manufacturing purposes; or (iii) for regulatory or governmental purposes shall not in each case be included
for the purposes of calculating Net Sales.


 


Additionally, if LICENSEE or a Sublicensee uses a
Licensed Product or a Licensed Service for its own internal purposes, or otherwise in a situation that is not for the sale of
Licensed Products or Licensed Services, in each case except for development of same, then Net Sales shall also include an amount
equal to the customary sale price charged to a third party for the same Licensed Product or Process. If there is no customary
sale price, then the Net Sales shall be an amount equal to the fair market value.


 


For clarity, “cumulative” refers to the
lifetime of the Royalty Term, and includes without distinction sales made by LICENSEE, its Sublicensees, and their respective
Affiliates.


 


		1.26	“Patent Rights” means the Antibody Patent Rights and
                                         the MIT Patent Rights.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    7


     


    

 


		1.27	“Phase I Trial” means the first phase of a clinical
                                         study involving the initial introduction of an investigational new drug into humans (generally,
                                         but not always, in the range of 20 to 30 subjects). Phase I studies are typically closely
                                         monitored and may be conducted in patients or normal volunteer subjects. These studies
                                         are designed to determine the metabolism and pharmacologic actions of the drug in humans,
                                         the side effects associated with increasing doses, and, if possible, to gain early evidence
                                         on effectiveness that provides data capable of meeting statutory standards for marketing
                                         approval. During Phase I, sufficient information about the drug’s pharmacokinetics
                                         and pharmacological effects should be obtained to permit the design of well-controlled,
                                         scientifically valid, Phase II Trials. For example, “Phase I Trial” includes
                                         a human clinical study that satisfies the requirements of 21 C.F.R. § 312.21(a) in
                                         the United States, or an equivalent or counterpart of the foregoing in any other country
                                         or jurisdiction. For clarity, “Phase I Trial” includes both Phase Ia and
                                         Phase Ib trials.



 


		1.28	“Phase II Trial” means the second phase of a clinical
                                         study, the principal purpose of which is to evaluate the effectiveness of the drug for
                                         a particular indication and to determine the common short term side effects and risks
                                         associated with the drug in patients with the disease target being studied, that provides
                                         data capable of meeting statutory standards for marketing approval. Phase II Trials usually
                                         involve no more than several hundred subjects. For example, “Phase II Trial”
                                         includes a human clinical study that satisfies the requirements of 21 C.F.R. § 312.21(b) in
                                         the United States, or an equivalent or counterpart of the foregoing in any other country
                                         or jurisdiction. For clarity, “Phase II Trial” includes both Phase IIa and
                                         Phase IIb trials.



 


		1.29	“Phase III Trial” means the third phase of a clinical
                                         study involving expanded controlled and uncontrolled trials. They are performed after
                                         preliminary evidence suggesting effectiveness of the drug has been obtained, and are
                                         intended to gather the additional information about effectiveness and safety that is
                                         needed to evaluate the overall benefit-risk relationship of the drug and to provide an
                                         adequate basis for physician labeling, to support registration for a product or compound
                                         with the FDA and any FDA counterpart, and that provides data capable of meeting statutory
                                         standards for marketing approval. Phase III Trials usually include several hundred to
                                         several thousand subjects. For example, in the United States, “Phase III Trial”
                                         includes a human clinical study that satisfies the requirements of 21 C.F.R. § 312.21(c) in
                                         the United States, or an equivalent or counterpart of the foregoing in any other country
                                         or jurisdiction. For clarity, “Phase III Trial” includes both Phase IIIa
                                         and Phase IIIb trials.



 


		1.30	“Radioimmunotherapy” means a direct or indirect conjugate
                                         of (i) an antibody, antibody fragment, or other composition of matter comprising
                                         a peptide binding domain, and (ii) a radioactive isotope.



 


		1.31	“Regulatory Approval” means, with respect to a nation
                                         or, where applicable, a multinational jurisdiction, such approvals, licenses, registrations
                                         or authorizations that are required to be obtained from a Regulatory Authority prior
                                         to the marketing and sale of a Licensed Product for use in the Field of Use in such country
                                         or multinational jurisdiction (including, where applicable, pricing approvals necessary
                                         to obtain reimbursement).



 








 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    8


     


    

 


		1.32	“Regulatory Authority” means, with respect to any
                                         particular country or, where applicable, a multinational jurisdiction, the governmental
                                         authority, body, commission, agency or other instrumentality of such country or multinational
                                         jurisdiction (e.g., the EMA with respect to the European Union), with the primary responsibility
                                         for the approval of pharmaceutical products before a Licensed Product can be tested,
                                         marketed, promoted, distributed or sold in such country or multinational jurisdiction,
                                         including such governmental bodies, if any, that have jurisdiction over the pricing of
                                         such pharmaceutical product. The term “Regulatory Authority” includes, without
                                         limitation, the USFDA, the European Medicines Agency, and the Japanese MHW.


 


		1.33	“Royalty Term” means, on a Licensed Product-by-Licensed
                                         Product or Licensed Service-by-Licensed Service basis and country-by-country basis, the
                                         period from the first commercial sale of such Licensed Product or provision of Licensed
                                         Service in such country until the later of: (a) expiration of the last Patent Rights
                                         covering such Licensed Product or provision of Licensed Service in such country; (b) expiration
                                         of any market exclusivity period granted by a Regulatory Authority with respect to such
                                         Licensed Product or provision of Licensed Service in such country; or (c) [****]
                                         from the first commercial sale in such country.



 


		1.34	“Royalty Year” means each twelve (12) month period
                                         commencing January 1 and ending December 31 during the term of this Agreement;
                                         provided however, that: (a) the first Royalty Year shall be the period of time commencing
                                         with the Effective Date and ending on December 31, 2019; and (b) the last Royalty
                                         Year shall be the period of time commencing on January 1 of the year in which this
                                         Agreement expires or is terminated, and ending on the date of expiration or termination
                                         of this Agreement.



 


		1.35	Intentionally Omitted.



 


		1.36	“Sponsored Research Agreement” means the agreement
                                         between LICENSEE and MSK containing the terms and conditions under which the sponsored
                                         research at MSK will be performed.



 


		1.37	“Sublicensee” means any business entity to which an
                                         express sublicense has been granted under the Licensed Rights as further described under
                                         Article 3, or with respect to the Licensed Products pursuant to this Agreement.
                                         If a third-party wholesaler or distributor does not pay any consideration to LICENSEE
                                         for its wholesale or distributor rights, it shall not be considered a Sublicensee; and
                                         the resale by such wholesaler or distributor of such Licensed Products or Licensed Services
                                         shall not count towards Net Sales by a Sublicensee provided that a royalty is being paid
                                         by LICENSEE on the Net Sales of the amount of initial transfer to the wholesaler or distributor
                                         pursuant to Article 5.



 


		1.38	“Term” means the term of this Agreement which will
                                         commence on the Effective Date and expire upon the expiration of the last Royalty Term
                                         for any Licensed Product or Licensed Service, unless earlier terminated pursuant to the
                                         Article 16 of this Agreement.



 


		1.39	“Territory” means worldwide.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    9


     


    

 


		1.40	“Therapeutic Licensed Service” means a Licensed Service
                                         that is intended for the treatment, palliation, prevention, or prophylaxis of a disease
                                         or condition.



 


		1.41	“Therapeutic Licensed Product” means a Licensed Product
                                         that is intended for the treatment, palliation, prevention, or prophylaxis of a disease
                                         or condition.



 


		1.42	“Valid Claim” means a claim of (i) an issued
                                         and unexpired patent included within the Patent Rights unless the claim has been held
                                         unenforceable or invalid by the final, un-reversed, and un-appealable decision of a court
                                         or other government body of competent jurisdiction, has been irretrievably abandoned
                                         or disclaimed, or has otherwise been finally admitted or determined to be invalid, unpatentable
                                         or unenforceable, whether through reissue, reexamination, disclaimer or otherwise, or
                                         (ii) a pending patent application included within the Patent Rights to the extent
                                         the claim continues to be prosecuted in good faith for a time period not to exceed [****]
                                         from its earliest asserted priority filing date.



 


ARTICLE 2 -
GRANT OF LICENSE, OPTION AND TRANSFER OF KNOW-HOW


 


		2.1	License Grant.



 


(a)          In
consideration of LICENSEE’s satisfaction of all of its obligations hereunder, and subject to the terms and conditions of
this Agreement, MSK hereby grants to LICENSEE a worldwide license, in the Field of Use, during the Term of this Agreement, including
the right to sublicense (subject to Article 3 hereof), to MSK and MIT’s rights under the Licensed Rights (A) to
make, have made, use, offer to sell, sell and import Licensed Products, and (B) to perform Licensed Services.


 


Except for the reserved rights in Section 2.1(b),
the foregoing license is exclusive with respect to:


 


·             the
Antibody Patent Rights except for [****];


 


·             those
portions of the Know-How identified on Exhibit B that are tangible biological materials, including MSK’s Intellectual
Property Rights in such tangible materials;


 


·             the
MIT Patent Rights.


 


As to the balance of the Licensed Rights, the foregoing
license is nonexclusive.


 


(b)          The
grants in Section 2.1(a) above are non-exclusive with respect to the following rights:


 


(i)           the
use of Licensed Rights by MSK, MIT and their Affiliates and all other non-profit research institutions for patient care; academic
or nonprofit research (including sponsored research); and teaching and other educationally related purposes;


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




 






    10


     


    

 


(ii)          the
use of Licensed Rights by the inventors thereof (and their laboratories and collaborators) for patient care; academic or nonprofit
research (including sponsored research); and teaching and other educationally related purposes; and


 


(iii)         any
rights reserved to the United States of America under 35 U.S.C. §§ 200-212 or any other applicable governmental law
or regulation.


 


For the avoidance of doubt, MSK and MIT may transfer
any tangible materials within the rights licensed to LICENSEE hereunder to any nonprofit educational or research institutions
for their internal, nonprofit research activities only but in all cases not involving patient care or dosing of humans. Any such
transfer will be made under a material transfer agreement, which may include an express or implied license to use such materials.
MSK or MIT, as the case may be, will provide a copy of the material transfer agreement to LICENSEE prior to transferring the tangible
material, and LICENSEE may provide comments or input on the form of material transfer agreement and proposed transfer, and will
have the right to compel changes and to veto the transfer. Material transfer agreements may not be subject to further sub-licensing.


 


(c)          MSK
and MIT reserve all rights not expressly granted in this Agreement. The licenses granted hereunder shall not be construed to confer
any rights upon LICENSEE by implication, estoppel or otherwise as to any intellectual property or technology of MSK or MIT not
included in the Licensed Rights. For the avoidance of doubt, LICENSEE acknowledges that the practice of the rights licensed hereunder,
and rights within the [****] or the [****] (both defined below), may be restricted by Intellectual Property Rights that are now,
or that may in the future be, owned or controlled by MSK or MIT, including Intellectual Property Rights licensed to third parties.


 


		2.2	[****]



 


		2.3	[****]



 


		2.4	[****]



 


		2.5	[****]



 


		2.6	U.S. Manufacturing. LICENSEE agrees to comply with the applicable
                                         requirements of 35 U.S.C. § 204 “Preference for United States Industry”,
                                         as amended, or any successor statutes or regulations.



 


		2.7	MSK shall (or as the case shall be shall arrange for MIT to) from
                                         time to time transfer to LICENSEE, at LICENSEE’s sole cost and expense, such items
                                         of Know-How as may be mutually agreed, provided however that any transfer of Know-How
                                         from MIT is subject to MIT’s prior written consent, which consent it may withhold
                                         in its sole discretion..



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    11


     


    

 


ARTICLE 3 - SUBLICENSES


 


		3.1	LICENSEE shall have the unrestricted right to grant sublicenses
                                         of its rights granted under Section 2.1; provided that each sublicense is in writing
                                         and:



 


		(a)	within [****] of granting any such sublicense LICENSEE shall
                                         notify MSK of such grant and the name and address of each such Sublicensee and furnish
                                         a complete copy of all agreements between it and the Sublicensee;



 


		(b)	the sublicense is at royalty rates [****] required to be paid
                                         to MSK under this Agreement pursuant to Section 5.1(c);



 


		(c)	the sublicense agreement shall not contain any provision which
                                         would permit it to extend beyond the term of this Agreement with regard to the Patent
                                         Rights licensed hereunder;



 


		(d)	the sublicense agreement shall disclaim all representations,
                                         warranties, indemnities and liability on the part of MSK and MIT;



 


		(e)	the sublicense agreement shall not grant any rights to the Patent
                                         Rights and Know-How which are inconsistent with the rights granted to, and the obligations
                                         of, LICENSEE hereunder;



 


		(f)	LICENSEE further agrees that any sublicenses granted by it shall
                                         provide that the obligations to MSK and MIT, as applicable, of [****] of this Agreement
                                         shall be binding upon the Sublicensee as if it were a party to this Agreement.



 


		(g)	Any act or omission of any Sublicensee which would constitute
                                         a material breach of said clauses if performed by LICENSEE shall be deemed to be a breach
                                         by LICENSEE of this Agreement, and MSK shall have the right to terminate the Agreement
                                         pursuant to Section 16.2 unless the breach is cured, or the sublicense to the offending
                                         Sublicensee is terminated, within the [****] notice period set forth in Section 16.2.
                                         LICENSEE shall provide MSK, within [****] of occurrence, copies of any agreement modifying
                                         or terminating a sublicense, or any other agreements with a Sublicensee.



 


		3.2	Any subcontractor engaged by LICENSEE to perform for LICENSEE any
                                         of its rights and obligations under this Agreement (a “Third Party Subcontractor”)
                                         shall be party to a written agreement consistent with the terms and conditions of this
                                         Agreement, including without limitation, and as applicable, those provisions pertaining
                                         to confidentiality, intellectual property rights, and regulatory/safety matters. In all
                                         cases, LICENSEE remains fully responsible (i) for the performance of its obligations
                                         hereunder regardless of whether such performance has been delegated to a Third Party
                                         Subcontractor, and (ii) for the actions and conduct of the Third Party Subcontractor
                                         in performance of LICENSEE’s obligations.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    12


     


    

 


		3.3	LICENSEE may grant a Sublicensee the right to grant further sublicenses
                                         provided that the requirements and conditions applicable to the grant of a sublicense
                                         shall apply to such grant. Such sub-sublicense agreements shall be treated as sublicense
                                         agreements and such sub-Sublicensees shall be treated as Sublicensees for the purpose
                                         of this Agreement.



 


ARTICLE 4 - DILIGENCE


 


		4.1	LICENSEE and its Sublicensees shall use Commercially Reasonable
                                         Efforts to bring Licensed Products and/or Licensed Services to market and to continue
                                         Commercially Reasonable Efforts to market one or more Licensed Products and/or Licensed
                                         Services throughout the Term. Furthermore, in the event LICENSEE terminates the Sponsored
                                         Research Agreement (other than termination for breach by MSK) and fails to prove to MSK
                                         that LICENSEE is diligently pursuing development of Licensed Products and/or Licensed
                                         Services, MSK shall have the right to terminate this Agreement for breach. LICENSEE shall
                                         use Commercially Reasonable Efforts to develop Licensed Products and Licensed Services
                                         for use in all applications defined in the Field of Use, including, but not limited to,
                                         pediatric indications, and to form strategic partnerships through sublicenses to exploit
                                         such clinical markets. In the event that within [****] of the Effective Date, LICENSEE
                                         has failed to sublicense Patent Rights to a bona fide strategic partner for a particular
                                         clinical field or additional application claimed in Patent Rights (including but not
                                         limited to [****]) or has failed to prove to MSK that LICENSEE is diligently pursuing
                                         development of such additional field(s) and FDA approval for such clinical fields
                                         or additional applications, including development of the Licensed Products and Licensed
                                         Services for pediatric indications, as shown by written records, such clinical field
                                         or additional application shall automatically be excluded from the Field of Use, and
                                         MSK shall be free to grant licenses to others for Licensed Products and/or Licensed Services
                                         within such excluded field. Without limiting the foregoing: LICENSEE shall meet the following
                                         Milestone Activities on or prior to the Expected Completion Date listed below:



 


	Milestone
    Activity	 	Expected

    Completion Date
	Dosing
    of first subject with first Licensed Product directed at the [****] target	 	within
    [****] of Effective Date
	Dosing
    of first subject with first Licensed product directed at the [****] target	 	within
    [****] of Effective Date
	Dosing
    of first subject with first Licensed Product directed at the [****] target	 	within
    [****] of Effective Date
	PhII
    1st dose with first Licensed Product directed at the [****] target	 	within
    [****] of Effective Date
	PhII
    1st dose with first Licensed product directed at the [****] target	 	within
    [****] of Effective Date
	PhII
    1st dose with first Licensed Product directed at the [****] target 	 	within
    [****] of Effective Date
	PhIII
    1st dose with first Licensed Product directed at the [****] target	 	within
    [****] of Effective Date
	PhIII
    1st dose with first Licensed product directed at the [****] target	 	within
    [****] of Effective Date
	PhIII
    1st dose with first Licensed product directed at the [****] target 	 	within
    [****] of Effective Date
	FDA
    approval:	 	 
	First
    Orphan indication	First
    Licensed Product directed at the [****] target	within
    [****] of Effective Date
	 	First
    Licensed product directed at the [****] target	within
    [****] of Effective Date
	 	First
    Licensed Product directed at the [****] target	within
    [****] of Effective Date
	First
    Non-orphan indication	First
    Licensed Product directed at the [****] target	within
    [****] of Effective Date
	 	First
    Licensed product directed at the [****] target	within
    [****] of Effective Date
	 	First
    Licensed Product directed at the [****] target	within
    [****] of Effective Date


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    13


     


    

 


Milestone Activities may be modified and Expected
Completion Dates extended with MSK’s prior written approval.


 


In the event LICENSEE fails to achieve any Milestone
Activities on or prior to the Expected Completion Date above, the license granted hereunder shall automatically exclude the target
for a Milestone Activity that was not completed on or prior to the Expected Completion Date. If LICENSEE’s failure to meet
its diligence obligations under this Agreement is due to circumstances that, in MSK’s institutionally reasonable judgment,
LICENSEE could not reasonably have avoided and LICENSEE can demonstrate that it has made Commercially Reasonable Efforts to achieve
such Milestone Activity on or prior to the allotted Expected Completion Date, then such Milestone Activity Expected Completion
Date shall be extended for a commercially reasonable period of time not to exceed [****]. Such circumstances may include technical
difficulties or delays in preclinical or clinical studies or regulatory processes, as well as other conditions beyond the control
of LICENSEE, including the occurrence of any Force Majeure Event (as defined herein), but shall not include inability of LICENSEE
to obtain funding.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    14


     


    

 


(a)          LICENSEE
agrees to give MSK written notice and evidence within [****] of the achievement of each of the above specific diligence obligations.


 


(b)          LICENSEE
will have delivered to MSK prior to the execution of this Agreement, its detailed business plan for the development of the Licensed
Rights (attached as Exhibit C to this Agreement), including, for example, relevant schedules of capital investments needed
to implement the plan, financial, equipment, facility plans, number and kind of personnel and time planned for each phase of development
of the Licensed Rights for a [****] period, to the extent formed by LICENSEE. LICENSEE shall provide similar reports to MSK annually
to relay update and status information on LICENSEE's business, research and development progress, including projections of activity
anticipated for the next reporting year.


 


(c)          LICENSEE
will be solely responsible, at LICENSEE’s sole cost and expense, for securing all Regulatory Approval necessary for commercial
sale of Licensed Products or provision of Licensed Services. MSK will provide reasonable cooperation through providing LICENSEE,
upon LICENSEE’s reasonable written request and in a timely fashion, with copies of such documentation and information Controlled
by MSK that are reasonably necessary to secure such Regulatory Approval, provided that LICENSEE shall reimburse MSK for the reasonable
expenses of providing such documentation and information. LICENSEE shall advise MSK, through annual reports described in Section 4.1(b) above,
of its program of development for obtaining said approvals.


 


		4.2	If LICENSEE is the subject of an inquiry or inspection by a Regulatory
                                         Authority or other governmental authority or certification agency in relation to any
                                         Licensed Product, LICENSEE will notify MSK as soon as reasonably possible and keep MSK
                                         reasonably apprised of the results of such inquiry or inspection.



 


ARTICLE 5 - PAYMENTS


 


		5.1	For the rights, privileges and licenses granted hereunder, LICENSEE
                                         shall pay to MSK, in the manner hereinafter provided, until the end of the Term:



 


(a)          LICENSEE
shall pay to MSK a license issue fee of [****] due within [****] after the Effective Date. Such fee shall be nonrefundable and
non-creditable against any other obligations hereunder.


 


(b)          Equity:


 


(i)           Within
[****] of the Effective Date, LICENSEE shall issue to MSK and MIT, to be divided between them as directed by MSK, shares of common
stock equal to [****].


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    15


     


    

 


(ii)          Within
[****] of the date which is [****] after the Effective Date, LICENSEE shall issue to MSK and MIT, to be divided between them as
directed by MSK, shares of common stock equal to [****].


 


(iii)         Within
[****] of the date which is [****] after the Effective Date, LICENSEE shall issue to MSK and MIT, to be divided between them as
directed by MSK, shares of common stock equal to [****].


 


(iv)         LICENSEE’s
stock shall be valued at the average closing price on the NASDAQ Global Select Market over the [****] period that ends [****]
before the deadline for issuance.


 


(v)          LICENSEE
may discharge its obligations under each of 5.1(b)(i), 5.1(b)(ii), or 5.1(b)(iii), with [****] advance notice to MSK, by paying
MSK in each case [****] instead of issuing shares of common stock.


 


For clarity, LICENSEE’s obligations under this
Section 5.1 shall survive termination of this Agreement unless it is terminated by LICENSEE for material breach by MSK. Details
concerning equity are provided in the separate equity agreement entered into contemporaneously herewith.


 


(c)          Royalties:


 


(i)           Royalties
on Therapeutic Licensed Products and Therapeutic Licensed Services: Except as provided in paragraphs (iii) and (iv) below,
LICENSEE shall, subject to possible reductions, pay MSK a [****] royalty on cumulative Net Sales of Therapeutic Licensed Products
or Therapeutic Licensed Services up to [****], [****] royalty on cumulative Net Sales of Therapeutic Licensed Products or Therapeutic
Licensed Services in excess of [****] up to [****], and [****] royalty on cumulative Net Sales of Therapeutic Licensed Products
or Therapeutic Licensed Services of over [****] – all the foregoing to be paid and to be calculated on a Therapeutic Licensed
Product-by-Therapeutic Licensed Product or Therapeutic Licensed Service-by-Therapeutic Licensed Service basis. If LICENSEE is
entitled to a reduction of the royalty rates pursuant to paragraphs (vi) or (viii) below, such reductions shall not
reduce the above royalty rates to less than [****], respectively. [****]


 


(ii)          Royalties
on Diagnostic Licensed Products and Diagnostic Licensed Services: LICENSEE shall pay, subject to possible reductions, MSK a [****]
royalty on cumulative Net Sales of Diagnostic Licensed Products or Diagnostic Licensed Services up to [****], [****] royalty on
cumulative Net Sales of Diagnostic Licensed Products or Diagnostic Licensed Services in excess of [****] up to [****], and [****]
royalty on cumulative Net Sales of Diagnostic Licensed Products or Diagnostic Licensed Services of over [****] – all of
the foregoing to be paid and to be calculated on a Diagnostic Licensed Product-by-Diagnostic Licensed Product or Diagnostic Licensed
Service-by-Diagnostic Licensed Service basis. Royalties on Diagnostic Licensed Products and Diagnostic Licensed Services are not
subject to reductions under 5.1(c)(viii). If a Licensed Product is both a Therapeutic Licensed Product and a Diagnostic Licensed
Product, or if a Licensed Service is both a Therapeutic Licensed Service and a Diagnostic Licensed Service, it shall be regarded
as a Therapeutic License Product or Therapeutic Licensed Service, as the case may be, for the calculation of royalties.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    16


     


    

 


(iii)         Royalties
on Therapeutic Licensed Products directed to a target developed solely by a Sublicensee: For Net Sales of Therapeutic Licensed
Products directed to a target developed solely by a Sublicensee and for which the Net Sales are made by such Sublicensee or its
Affiliate, LICENSEE shall pay MSK [****]. For clarity, this royalty rate is not entitled to a reduction of the royalty rates pursuant
to paragraphs (vi) or (viii) below. If Net Sales of Therapeutic Licensed Products directed to a target developed solely
by a Sublicensee are made by an entity other than such Sublicensee or its Affiliate, LICENSEE shall pay MSK royalties according
to paragraph (iv) below.


 


(iv)         Royalties
on Therapeutic Licensed Products using a targeting antibody construct moiety solely developed by LICENSEE: For Net Sales of Therapeutic
Licensed Products and Therapeutic Licensed Services directed to a target developed solely by LICENSEE, LICENSEE shall pay MSK
a [****] royalty on cumulative Net Sales of Therapeutic Licensed Products or Therapeutic Licensed Services up to [****], [****]
royalty on cumulative Net Sales of Therapeutic Licensed Products or Therapeutic Licensed Services in excess of [****] up to [****],
and [****] royalty on cumulative Net Sales of Therapeutic Licensed Products or Therapeutic Licensed Services of over [****] –
all the foregoing to be paid and to be calculated on a Therapeutic Licensed Product-by-Therapeutic Licensed Product or Therapeutic
Licensed Service-by-Therapeutic Licensed Service basis. If LICENSEE is entitled to a reduction of the royalty rates pursuant to
paragraphs (vi) or (viii) below, such reductions shall not reduce the above royalty rates to less than [****], respectively.
For clarity, “cumulative” refers to the lifetime of the Royalty Term.


 


(v)          Intentionally
omitted.


 


(vi)         On
a country-by-country and Licensed Product-by-Licensed Product or Licensed Service-by-Licensed Service basis, if the Patent Rights
expire prior to the end of the Royalty Term such that the Licensed Product or Licensed Service is no longer covered by a Valid
Claim in such country, the royalty rates above due to MSK after expiration of the Patent Rights shall be reduced by [****].


 


(vii)        If
the Licensed Products or Licensed Services are not and were never covered by a Valid Claim, the royalty rates above due for such
Licensed Products or Licensed Services shall be [****]. This royalty rate shall not be subject to further reductions under (viii) immediately
below.


 


(viii)       In
the event that LICENSEE or Sublicensees are legally required to obtain any additional licenses from one or more third parties
in order to make, have made, use, lease, offer to sell, sell and/or import Therapeutic Licensed Products or provide Therapeutic
Licensed Services, and such license(s) require LICENSEE to make reasonable payments to one or more third parties, LICENSEE
may offset a total of [****] of such third-party payments against any royalty payments that are due to MSK in the same Contract
Half-Year.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    17


     


    

 


(ix)         Annual
minimum royalty payments, due at each anniversary of the Effective Date, starting [****] after the Effective Date, in the amount
of [****] per Royalty Year, and [****] once a patent within the Licensed Rights has issued. The minimum royalty payments shall
be nonrefundable but fully creditable against the earned royalty payments required in Section 5.1(c) and may be carried
forward until such credit is fully applied.


 


(x)           No
multiple royalties shall be payable because any Licensed Product or Licensed Service, its manufacture, use, lease, sale or provision
is or shall be covered by more than one of the Licensed Rights granted under this Agreement.


 


Royalties shall be payable twice each year, once
for each Contract Half-Year.


 


(d)          Development
Milestones: Milestones are due for each Licensed Product where development was initiated by LICENSEE and/or where the target is
covered by a Valid Claim. For clarity, if a Sublicensee provides its own antibody for targeting and the resulting Therapeutic
Licensed Product is not covered by a Valid Claim, no additional milestone payments are due. Milestone payments are as follows:


 


	Milestone
    Event	Therapeutic
    Licensed

    Product	Milestone

    Payment	Milestone
    Payment due

    at the earlier of 

    completion of Milestone

    Activity or date indicated

    below
	Dosing
    of first subject with first Therapeutic Licensed Product	1st
    Therapeutic Licensed Product	[****]
    	within
    [****] of Effective Date
	Dosing
    of first subject with second Therapeutic Licensed Product	2nd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	Dosing
    of first subject with third Therapeutic Licensed Product	3rd
    Therapeutic Licensed Product	[****]	within  [****]
    of Effective Date
	PhII
    1st dose with first Therapeutic Licensed Product	1st
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	PhII
    1st dose with second Therapeutic Licensed Product	2nd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	PhII
    1st dose with third Licensed Product	3rd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	PhIII
    1st dose with first Therapeutic Licensed Product	1st
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	PhIII
    1st dose with second Therapeutic Licensed Product	2nd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	PhIII
    1st dose with third Therapeutic Licensed Product	3rd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	FDA
    approval:	 	 	 
	First
    Orphan indication	1st
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	 	2nd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	 	3rd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	 	 	 	 
	First
    Non-orphan indication	1st
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	 	2nd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date
	 	3rd
    Therapeutic Licensed Product	[****]	within
    [****] of Effective Date


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    18


     


    

 


	Milestone
    Event	Diagnostic
    Licensed

    Product	Milestone

    Payment	Milestone
    Payment due

    at the earlier of 

    completion of Milestone

    Activity or date indicated

    below
	PhII
    1st dose with first Diagnostic Licensed Product	1st
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	PhII
    1st dose with second Diagnostic Licensed Product	2nd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	PhII
    1st dose with third Diagnostic Licensed Product	3rd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	PhIII
    1st dose with first Diagnostic Licensed Product	1st
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	PhIII
    1st dose with second product	2nd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	PhIII
    1st dose with third Diagnostic Licensed Product	3rd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	FDA
    approval:	 	 	 
	First
    Orphan indication	1st
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	 	2nd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	 	3rd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	 	 	 	 
	First
    Non-orphan indication	1st
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	 	2nd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date
	 	3rd
    Diagnostic Licensed Product	[****]	within
    [****] of Effective Date


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    19


     


    

 


In the event that a specified clinical trial Phase
is skipped (e.g., proceeding directly to Phase III from Phase I, or filing an application for Regulatory Approval after a Phase
II trial), or two Phases are combined (e.g., a Phase II/III trial), the milestone shall be achieved and due for both events (the
Phase that was skipped or the sum of the milestones for the combined trials) such that the total milestone payments are not reduced.


 


For the avoidanceof doubt, the Parties recognize
that the milestone events for Diagnostic Licensed Products may not correspond to the regulatory approval pathway for such products,
and in part for that reason have provided the time-based dates for such products.


 


(e)          Sales
Milestones: The following milestones are payable once upon reaching the indicated cumulative Net Sales amounts:


 


	Sales
    Milestone	Licensed
    Product	Cumulative
    Net Sales
	Upon  Net
    Sales of Therapeutic Licensed Products  of [****]	All
    Therapeutic Licensed Products	[****]
	Upon  Net
    Sales of Therapeutics Licensed Products of [****]	1st
    Therapeutic Licensed Product	[****]
	 	Second
    Therapeutic Licensed Product	[****]
	 	Third
    Therapeutic Licensed Product	[****]
	Upon
    Net Sales of Diagnostic Licensed Products of [****]	All
    Diagnostic Licensed Products	[****]
	Upon  Net
    Sales of Diagnostic Licensed Products of [****]	1st
    Diagnostic Licensed Product	[****]
	 	Second
    Diagnostic Licensed Product	[****]
    
	 	Third
    Diagnostic Licensed Product	[****]


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    20


     


    

 


(f)           Sublicensing
Income in addition to royalties on Net Sales:


 


If revenue is generated through the sublicense of
Licensed Rights involving antibody targets provided with the Licensed Rights, the following shall apply: LICENSEE shall pay MSK
a sublicense fee of [****] on any revenue generated in a transaction or series of related transactions including a sublicense
of Licensed Rights to a third party prior to dosing a patient in a clinical trial, [****] on any revenue generated through sublicense
of Licensed Rights to a third party after entering into a Phase I Trial, [****] on any revenue generated through sublicense of
Licensed Rights to a third party after entering into a Phase II Trial, [****] on any revenue generated through sublicense of Licensed
Rights to a third party after entering into a Phase III Trial, [****] on any revenue generated through sublicense of Licensed
Rights to a third party after submission of a marketing application, and [****] on any revenue generated through sublicense of
Licensed Rights to a third party after commencing commercialization of said Licensed Product or Licensed Service, excluding amounts
paid by Sublicensee to LICENSEE for Net Sales of Licensed Products or Licensed Services and patent cost reimbursement. Determination
of which percent sharing applies shall be made on a product-by-product or process-by-process basis if a bona fide allocation between
or among a plurality of Licensed Products or Licensed Services has been made in such transaction with the portions allocated to
each equaling the entire revenue generated in the transaction or series of related transactions, and; otherwise, the highest applicable
percent shall apply. For clarity, this provision shall apply for both Therapeutic and Diagnostic Licensed Products.


 


If revenue is generated through the sublicense of
Licensed Rights involving antibody targets generated by LICENSEE, the following shall apply: LICENSEE shall pay MSK a sublicense
fee of [****] on any revenue generated in a transaction or series of related transactions including a sublicense of Licensed Rights
to a third party prior to dosing a patient in a clinical trial, [****] on any revenue generated through sublicense of Licensed
Rights to a third party after entering into a Phase I Trial, [****] on any revenue generated through sublicense of Licensed Rights
to a third party after entering into a Phase II Trial, [****] on any revenue generated through sublicense of Licensed Rights to
a third party after entering into a Phase III Trial, [****] on any revenue generated through sublicense of Licensed Rights to
a third party after submission of a marketing application, and [****] on any revenue generated through sublicense of Licensed
Rights to a third party after commencing commercialization of said Licensed Product or Licensed Service, excluding amounts paid
by Sublicensee to LICENSEE for Net Sales of Licensed Products or Licensed Services and patent cost reimbursement. Determination
of which percent sharing applies shall be made on a product-by-product or process-by-process basis if a bona fide allocation between
or among a plurality of Licensed Products or Licensed Services has been made in such transaction with the portions allocated to
each equaling the entire revenue generated in the transaction or series of related transactions, and; otherwise, the highest applicable
percent shall apply. For clarity, this provision shall apply for both Therapeutic and Diagnostic Licensed Products.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    21


     


    

 


For clarity, the breakpoints for different percentage
sharing of sublicense revenue above that refer to stages of development apply to the point at which the sublicense occurs, not
the point(s) at which the consideration is received.


 


If LICENSEE receives any consideration from or on
behalf of a Sublicensee in any transaction or series of transactions that include the grant of a sublicense hereunder or otherwise
constitutes the counterparty as a Sublicensee (“Sublicensing Income”), and the sublicense includes Licensed Rights
without any target binding domains generated by LICENSEE or antibody targets included in the Licensed Rights, LICENSEE shall share
[****] of such payments with MSK. The value of debt or equity investments by Sublicensee to LICENSEE as part of such transactions
may be excluded, but only if such investments are at fair market value (and in the case of loans, not forgiven) and if the transaction
is not structured such that said exclusions reduce any payment otherwise due to MSK. If consideration to LICENSEE that is subject
to sharing with MSK under this section is in a form other than cash, the fair market value of such noncash consideration shall
be used in calculating the amount due MSK, unless MSK agrees in writing to a different method.


 


For the avoidance of doubt, the payments under this
section are in addition to, and not in lieu of, royalties on Net Sales and milestone payments.


 


(g)          Research
Funding: LICENSEE shall provide research funding to [****] lab at MSK (or a successor lab reasonably acceptable to the LICENSEE
at MSK if [****] lab at MSK is no longer operating) equaling up to a total of [****] including overhead over [****] years immediately
following the Effective Date of this Agreement in accordance with the budget generated by MSK to be incorporated into the Sponsored
Research Agreement.


 


(h)          Scope
and use of such research shall be agreed upon and defined in a separate Sponsored Research Agreement that will be attached to
this Agreement as Exhibit D.


 


For clarity, although separate agreements between
the Parties provide the specific terms for paragraphs (g) – (h) above, part of the consideration from LICENSEE
to MSK for this Agreement are those agreements, and a material breach by LICENSEE of its obligations under those agreements shall
be deemed to be a breach of this Agreement as well.


 


(i)           Priority
Review Voucher: LICENSEE will use Commercially Reasonable Efforts to assess the possibility of obtaining a priority review vouchers
(“PRVs”) under Section 908 of the FDA Safety and Innovation Act and will diligently pursue such PRVs for each
product developed.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    22


     


    

 


Should LICENSEE be awarded such a PRV for a Licensed
Product, LICENSEE shall distribute to MSK [****] of income generated from the sale of any such PRV or the sale of other comparable
incentive provided by any non-US jurisdiction.


 


The Parties agree that the LICENSEE shall diligently
seek to sell any PRV or other comparable incentive provided by any non-US jurisdiction unless the Parties agree otherwise in writing.


 


		5.2	Payment Terms: Payments shall be payable [****] after they are
                                         due, paid in United States dollars in New York, NY, or at such other place as MSK may
                                         reasonably designate consistent with the laws and regulations controlling in any foreign
                                         country, but not in any other currency. If any currency conversion shall be required
                                         in connection with the payment of royalties hereunder, such conversion shall be made
                                         by using the exchange rate prevailing at the JP Morgan Chase Bank on the last business
                                         day of the Contract Half-Year reporting period to which such royalty payments relate.
                                         The License Fee due under Section 5.1 (a) above and the past patent costs due
                                         under Section 7.1 below shall be due within [****] after the Effective Date, and
                                         if such payments are not timely received, this Agreement shall be null, void and without
                                         effect.



 


		5.3	Interest: LICENSEE shall pay to MSK interest on any amounts not
                                         paid when due. Such interest will accrue from the [****] after the payment was due, at
                                         a rate of [****] per month or the highest rate permitted by law (whichever is less),
                                         and shall be compounded monthly. The interest payment will be due and payable on the
                                         first day of each month after interest begins to accrue, until full payment of all amounts
                                         due MSK is made. MSK rights to receive such interest payments shall be in addition to
                                         any other rights and remedies available to MSK.



 


		5.4	LICENSEE agrees that it shall not reduce any payments due under
                                         the Agreement as the result of co-ownership interests by LICENSEE or any other third
                                         party in the Patent Rights.



 


ARTICLE 6 - REPORTS AND RECORDS


 


		6.1	LICENSEE shall keep, and shall require its Affiliates and Sublicensees
                                         to keep, full, true and accurate books of account containing all particulars that may
                                         be necessary for the purpose of showing the amounts payable to MSK hereunder. Said books
                                         and records shall be maintained for a period of no less than [****] years following the
                                         period to which they pertain. For the term of this Agreement, upon reasonable written
                                         notice, LICENSEE shall allow MSK or its agents to inspect such books and records for
                                         the purpose of verifying LICENSEE's royalty statement or compliance in other respects
                                         with this Agreement. Such inspections shall be during normal working hours of LICENSEE.
                                         Should such inspection lead to the discovery of a discrepancy greater than [****] and
                                         [****], in reporting to MSK’s detriment, for any twelve (12) month period, LICENSEE
                                         agrees to pay the full cost of such inspection plus interest as stipulated in Article 5.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    23


     


    

 


		6.2	Commercialization Reports:


 


LICENSEE, within [****] of the end of each Contract
Half-Year, shall deliver to MSK true and accurate reports, giving such particulars of the business conducted by LICENSEE and its
Sublicensees during the preceding six-month period under this Agreement.


 


The reports shall include at least the following
information, to be itemized per Licensed Product and/ or Licensed Service:


 


		(a)	volumes, and unique identifiers (e.g., SKU or otherwise), of
                                         Licensed Products sold or otherwise distributed;



 


		(b)	total revenue received on account of (i) Licensed Products
                                         sold or otherwise distributed, and (ii) other revenue bearing activities subject
                                         to payment hereunder;



 


		(c)	Deductible
                                         Expenses (as provided in the definition of “Net Sales”);



 


		(d)	Net
                                         Sales;



 


		(e)	the
                                         portion of Net Sales that was received from Sublicensees;



 


		(f)	total
                                         royalties due;



 


		(g)	country
                                         of sale;



 


		(h)	foreign
                                         currency conversion rate; and



 


		(i)	any
                                         other consideration received in the prior quarter.



 


		6.3	With each such report submitted, LICENSEE shall pay to MSK the
                                         royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE
                                         shall so report.



 


In addition, LICENSEE shall also submit semi-annually
a detailed report summarizing LICENSEE's research, development, commercialization and other business progress during the prior
six (6) months, and its projections of activity anticipated for the next six months (6). Once Regulatory Approval is obtained
for a Licensed Product or Licensed Service in the United States, such reports shall be submitted annually instead of semi-annually.


 


		6.4	Within [****] of the occurrence of any of the milestones set forth
                                         in Section 5.1(d) by or on behalf of LICENSEE, an Affiliate, or Sublicensee,
                                         LICENSEE shall notify MSK of the achievement of such milestone. Milestone payments shall
                                         be paid when due against a duly issued invoices from MSK to LICENSEE.



 


		6.5	LICENSEE shall promptly provide MSK with copies of any royalty
                                         or commercialization reports received by LICENSEE from its Sublicensees.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    24


     


    

 


ARTICLE 7 - PATENT PROSECUTION


 


		7.1	Patent Cost Reimbursement. LICENSEE shall pay during the term of
                                         the Agreement reasonable out-of-pocket expenses borne by MSK for filing, prosecuting
                                         and maintaining Antibody Patent Rights through patent counsel of MSK’s choice,
                                         reasonably acceptable to LICENSEE. MSK may choose, at its sole discretion, to have said
                                         patent counsel invoice LICENSEE directly for costs incurred in the filing, prosecuting
                                         and maintaining of Antibody Patent Rights. LICENSEE shall reimburse MSK for all historic
                                         patent costs related to the Antibody Patent Rights within [****] upon receiving itemized
                                         historic patent costs.



 


Payment of all fees and costs, including attorneys’
fees, relating to the filing, prosecution and maintenance of the MIT Patent Rights (including without limitation interferences,
reexaminations and reissues and defense costs, such as those related to defending the Patent Rights during an inter partes review
by the Patent Trial and Appeal Board) shall be the responsibility of LICENSEE, whether such amounts were incurred before or after
the Effective Date. As of the Effective Date, MIT has incurred approximately [****] for such patent related fees and costs. LICENSEE
shall reimburse all amounts due pursuant to this Section 7.1 within [****] of receipt of an invoice from MIT.


 


All payments due to MIT under
this Agreement shall be made payable to “Massachusetts Institute of Technology” and sent to the address identified
on the invoice received. Each payment should reference this Agreement and identify the obligation under this Agreement that the
payment satisfies. Unless otherwise stated on the invoice, payments sent by wire transfer shall be paid to:


 


[****]


 


All payments due to MIT under this Agreement shall
be drawn on a United States bank and shall be payable in United States dollars. Any payments due to MIT that are not paid on or
before the date such payments are due under this Agreement shall bear interest from the date due, to the extent permitted by law,
at [****] on the last business day of the calendar quarter to which such payment relates.


 


		7.2	MSK shall diligently prosecute and maintain the Antibody Patent
                                         Rights in the United States and in such countries as are determined by MSK and agreed
                                         to by LICENSEE, using counsel of MSK’s choice reasonably acceptable to LICENSEE.
                                         If LICENSEE does not agree to bear the expense of filing or maintaining any patent applications
                                         in any foreign countries in which MSK wishes to obtain patent protection, then MSK may
                                         file and prosecute such applications at its own expense and any license granted hereunder
                                         shall exclude such countries.



 


MIT shall maintain all of the MIT Patent Rights,
and shall give LICENSEE reasonable opportunity to advise MIT on the maintenance of the MIT Patent Rights.


 


		7.3	MSK shall provide LICENSEE with copies of all relevant patent prosecution
                                         documentation so that LICENSEE may be informed and to give LICENSEE reasonable opportunity
                                         to advise MSK on the continuing prosecution, and LICENSEE agrees to keep this documentation
                                         confidential.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    25


     


    

 


		7.4	Patent counsel remains counsel to MSK with an appropriate contract
                                         (and shall not jointly represent LICENSEE unless mutually agreed to in writing by the
                                         Parties).



 


		7.5	The Parties agree that they share a common legal interest in obtaining
                                         valid, enforceable patents and that LICENSEE will maintain confidential all information
                                         received pursuant to this Article 7.



 


		7.6	At any time, LICENSEE shall notify MSK if LICENSEE wishes to terminate
                                         its license to any of the patent applications or patents within the Antibody Patent Rights.
                                         LICENSEE shall identify such patent applications and patents to MSK in writing, in which
                                         event, [****] after receipt of such written notice by MSK, LICENSEE shall have no further
                                         obligation to pay any costs and expenses incurred by MSK for the prosecution and maintenance
                                         of such identified patents and patent applications. For the avoidance of doubt, MSK may
                                         independently, and at its own expense, maintain any such patent applications and patents
                                         after such a termination by LICENSEE, and any license granted hereunder shall exclude
                                         any such patents and patent applications.



 


		7.7	LICENSEE (and its Sublicensees) shall have the right, on a Licensed
                                         Product-by-Licensed Product basis, to select a patent within the Antibody Patent Rights
                                         to seek a term extension for or supplementary protection certificate under in accordance
                                         with the applicable laws of any country. Each Party agrees to execute any documents and
                                         to take any additional actions as the other party may reasonably request in connection
                                         therewith. LICENSEE shall provide MSK with at least[****] prior written notice before
                                         applying for a patent term extension or supplementary protection certificate for any
                                         Licensed Product.



 


ARTICLE 8 - INFRINGEMENT


 


		8.1	Monitoring. LICENSEE shall use Commercially Reasonable Efforts
                                         to monitor third party infringement of the Patent Rights in the Field of Use (an “Infringement”).
                                         LICENSEE shall keep MSK and MIT timely informed of any activities by LICENSEE in regard
                                         hereto. When the term “MSK/MIT” is used in this Article 8, it refers
                                         to both institutions unless only one institution is concerned, i.e., if all patent(s) at
                                         issue are solely owned by one of the institutions, in which case that term refers only
                                         to the concerned instiution.



  





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    26


     


    

 


		8.2	This Section sets forth the rights of enforcement and defense
                                         in relation to the Patent Rights.


 


		(a)	First Right. LICENSEE shall have the first right, but not the
                                         obligation, to take action to enforce the Patent Rights against any Infringement. Prior
                                         to commencing any enforcement action with respect to any Infringement, LICENSEE (i) shall
                                         advise MSK/MIT in writing of LICENSEE’s proposed course of action, (ii) at
                                         MSK/MIT’s request shall meet with MSK/MIT to discuss such proposed course of action,
                                         and (iii) shall consider in good faith the views of MSK/MIT and the potential effects
                                         of enforcement activities on MSK/MIT and the public interest. Should LICENSEE elect to
                                         take action to enforce the Patent Rights against any Infringement, LICENSEE shall first
                                         obtain MSK/MIT’s approval of LICENSEE’s selected counsel to represent LICENSEE
                                         and MSK/MIT, which approval shall not be unreasonably withheld. Once counsel is selected
                                         and approved, LICENSEE shall keep MSK/MIT reasonably informed of the progress of the
                                         enforcement action and shall give MSK/MIT a reasonable opportunity to offer its views
                                         about major decisions affecting the enforcement action or the validity or enforceability
                                         of the Patent Rights. LICENSEE agrees to consider those views in good faith, but shall
                                         have the right to control the action; provided, however, that if LICENSEE fails to defend
                                         in good faith the validity and/or enforceability of the Patent Rights in the action or,
                                         if LICENSEE’s exclusive license to a Valid Claim in the action terminates, MSK/MIT
                                         has the right to take control of the action pursuant to Section 8.2(b). LICENSEE
                                         must obtain MSK/MIT’s written consent before offering or accepting any compromise
                                         or settlement, which consent shall not be unreasonably withheld or delayed. In the event
                                         LICENSEE exercises its right to commence an enforcement action pursuant to this Section 8.2(a),
                                         out of any sums recovered in such suit or in settlement thereof, LICENSEE shall first
                                         reimburse MSK/MIT for any unreimbursed Litigation Expenses (as defined in Section 8.4)
                                         and then may reimburse itself for all litigation costs and expenses, including reasonable
                                         attorneys’ fees, necessarily incurred by LICENSEE in the prosecution of any such
                                         suit. If, after such reimbursement, any funds shall remain from said recovery, then MSK/MIT
                                         shall receive an amount equal to [****] of such funds and the remaining [****] of such
                                         funds shall be retained by LICENSEE.



 


		(b)	Secondary Right. If LICENSEE does not take action to enforce
                                         the Patent Rights against Infringement pursuant to Section 8.2(a), and has not commenced
                                         negotiations with the infringer for the discontinuance of said Infringement, then, within
                                         [****] after notification of the existence of an Infringement has been given to MSK/MIT
                                         pursuant to Section 8.1, MSK/MIT may elect to enforce the Patent Rights against
                                         such Infringement. Upon written request from MSK/MIT, LICENSEE agrees to join as a co-plaintiff
                                         in the action. Should MSK/MIT elect to bring suit against an infringer and LICENSEE is
                                         joined as party plaintiff in any such suit, LICENSEE shall have the right to approve
                                         the counsel selected by MSK/MIT to represent MSK/MIT and LICENSEE, such approval not
                                         to be unreasonably withheld. Any and all expenses, including reasonable attorneys’
                                         fees, incurred by LICENSEE with respect to the prosecution, adjudication and/or settlement
                                         of such suit, including any related appeals, shall be paid for entirely by MSK/MIT and
                                         MSK/MIT shall hold LICENSEE free, clear and harmless from and against any and all such
                                         expenses. MSK/MIT shall not compromise or settle such litigation without the prior written
                                         consent of LICENSEE, which consent shall not be unreasonably withheld or delayed. In
                                         the event MSK/MIT exercises its right to sue pursuant to this Section 8.2(b), it
                                         shall first reimburse itself out of any sums recovered in such suit or in settlement
                                         thereof for all Litigation Expenses . If, after such reimbursement, any funds shall remain
                                         from said recovery, then LICENSEE shall receive an amount equal to [****] of such funds
                                         and the remaining [****] of such funds shall be retained by MSK/MIT.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    27


     


    

 


		(c)	Joinder. If MSK/MIT is a necessary party under applicable law
                                         to establish standing for the initiation or maintenance of an enforcement action by LICENSEE
                                         under Section 8.2(a), MSK/MIT agrees to join as a co-plaintiff or declaratory judgment
                                         co-defendant in the action, provided that MSK/MIT shall not be the first named plaintiff
                                         or defendant party in such action. In addition, MSK/MIT has the right to elect to participate
                                         as a co-plaintiff in an enforcement action by LICENSEE with respect to any Infringement.
                                         If MSK/MIT elects prior to the initiating pleading to participate as a co-plaintiff,
                                         LICENSEE shall obtain MSK/MIT’s approval of LICENSEE’s selection of jurisdiction
                                         and venue, which approval shall not be unreasonably withheld. If MSK/MIT joins the action
                                         as a party at any time, LICENSEE shall make reasonable efforts to minimize any disruption
                                         to MSK/MIT’s operations resulting from such joinder and participation in the action.



 


		(d)	Own Counsel. Each Party, and MIT as applicable, shall always
                                         have the right to be represented by counsel of its own selection and at its own expense
                                         in any suit for Infringement instituted under this Article 8 by the other Party.



 


		(e)	Declaratory Judgments. If a declaratory judgment action is
                                         brought naming LICENSEE and/or any of its Affiliates or Sublicensees as a defendant and
                                         alleging invalidity or unenforceability of any claims within the Patent Rights, LICENSEE
                                         shall promptly notify MSK/MIT in writing and MSK/MIT may elect, upon written notice to
                                         LICENSEE to take over the sole defense of the invalidity and/or unenforceability aspect
                                         of the action at its own expense.



 


		8.3	Cooperation. Each Party, and MIT as applicable, agrees to cooperate
                                         fully in any action under this Article 8 that is controlled by the other Party,
                                         provided that the controlling Party reimburses the cooperating Party (and MIT, as applicable)
                                         promptly for any costs and expenses incurred by the cooperating Party (and MIT, as applicable)
                                         in connection with providing such assistance.



 


		8.4	Costs, Expenses and Fees. The costs and expenses of any action
                                         the LICENSEE elects to bring to enforce the Patent Rights shall be paid for entirely
                                         by LICENSEE. LICENSEE shall indemnify MSK/MIT and hold MSK/MIT free, clear and harmless
                                         from and against any and all costs, expenses, damages and liability in connection with
                                         any such action, including, without limitation, any and all attorneys’ fees and
                                         other costs, expenses, damages and liability that are incurred by MSK/MIT with respect
                                         to discovery or any other aspect of the prosecution, adjudication, defense, management
                                         and/or settlement of, or joinder to, any such action, including any appeals, remands
                                         or other related proceedings (including related proceedings seeking to challenge the
                                         validity or enforceability of the Patent Rights), or that are awarded against MSK/MIT
                                         as a party to such action (collectively, “Litigation Expenses”). LICENSEE
                                         shall pay for all Litigation Expenses directly; if, however, any Litigation Expenses
                                         are incurred by MSK/MIT, LICENSEE shall reimburse MSK/MIT for all Litigation Expenses
                                         within [****] after receiving an invoice from MSK/MIT for same.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    28


     


    

 


		8.5	Third Party Patents. In the event LICENSEE is sued for patent infringement
                                         or threatened with such suit, it shall promptly notify MSK. If LICENSEE is permanently
                                         enjoined from exercising its license rights granted hereunder LICENSEE may terminate
                                         this Agreement upon [****] prior written notice to MSK. In any such action, LICENSEE
                                         shall be fully responsible for all its costs, including expenses, judgments and settlements.



 


		8.6	Patent Challenges by LICENSEE. LICENSEE will provide written notice
                                         to MSK and MIT, as applicable, at least [****] prior to LICENSEE or any of its Affiliates
                                         bringing any legal proceeding to challenge the validity or enforceability any claim included
                                         in the Patent Rights (a “Patent Challenge”), including: (a) stating
                                         the basis for such Patent Challenge; and (b) providing a copy of all relevant prior
                                         art or other materials used as the basis for such Patent Challenge. In the event that
                                         LICENSEE brings a Patent Challenge: (i) MSK may at any time thereafter terminate
                                         this Agreement upon written notice to LICENSEE; (ii) during pendency of the Patent
                                         Challenge, all payments due under this Agreement will be doubled; and (iii) in the
                                         event of an unsuccessful Patent Challenge by LICENSEE, (A) LICENSEE shall reimburse
                                         MSK and MIT for all reasonable costs and attorney fees that MSK or MIT incurs in connection
                                         with such Patent Challenge, and (B) starting on the date (if at all) that the Patent
                                         Challenge is determined to be Unsuccessful, all license fees, milestone payments and
                                         royalty rates due as per this Agreement will be trebled. As used herein, “Unsuccessful”
                                         means that, upon the conclusion of the action before the court or other governmental
                                         authority in which the Patent Challenge was brought, LICENSEE failed to obtain a judgment
                                         that all of the patent claims within the Patent Challenge were invalid or unenforceable.
                                         In the event that such a Patent Challenge is successful, LICENSEE will have no right
                                         to recoup any payments made during the Patent Challenge



 


ARTICLE 9 - CONFIDENTIALITY


 


Each Party agrees that Confidential Information of
the other Party disclosed to it or to its employees under this Agreement shall for five (5) years after disclosure:


 


(a)          be
used only in connection with the legitimate purposes of this Agreement;


 


(b)          be
disclosed only to those who have a need to know it in connection with the Agreement, which in the case of Confidential Information
received by MSK includes sharing such Confidential Information with MIT under an obligation of confidentiality between MIT and
MSK; and


 


(c)          be
safeguarded with the same care normally afforded confidential information in the possession, custody or control of the party holding
the Confidential Information but no less than reasonable.


 


(d)          not
be disclosed, divulged or otherwise communicated except with the express written consent of the disclosing party.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    29


     


    

 


The foregoing shall not apply (i) when, after
and to the extent the Confidential Information is required to be disclosed for minimal compliance with court orders, statutes
or regulations or MSK or LICENSEE audits for compliance with such regulatory requirements, provided that prior to any such disclosure
to the extent reasonably practicable and legally permeable, the Party from whom disclosure is sought shall promptly notify the
other Party and shall afford such other Party the opportunity to challenge or otherwise lawfully seek limits upon such disclosure
of Confidential Information or (ii) to any Confidential Information which the receiving Party can demonstrate by competent
written proof: (a) is now, or hereafter comes, through no act or failure to act on the part of the receiving Party, into
the public domain; (b) is known or controlled by the receiving Party at the time of receiving such information; (c) is
independently developed or discovered by or for the receiving Party by its employees or contractors who did not have access to
the Confidential Information; or (d) is hereafter furnished to the receiving Party by a third party legally entitled to do
so without restriction on disclosure.


 


ARTICLE 10 - INDEMNIFICATION, PRODUCT
LIABILITY


 


		10.1	LICENSEE will indemnify, defend and hold harmless (and cause its
                                         Sublicensees to so indemnify, defend and hold harmless) MSK, MIT, and their respective
                                         trustees, directors, officers, medical and professional staff, faculty, employees, students,
                                         affiliates and agents and their respective successors, heirs, and assigns (each an “Indemnitee”),
                                         against all Third Party Claims (as defined herein) and expenses (including legal expenses
                                         and reasonable attorney’s fees) arising out of the death of or injury to any person
                                         or persons, or out of any damage to property, against any infringement or misappropriation
                                         of intellectual property and against any other claim, proceeding, demand, expense and
                                         liability of any kind whatsoever arising out of or in connection with this Agreement,
                                         or resulting from the production, manufacture, sale, use, lease, consumption, or advertisement
                                         of Licensed Products or Licensed Services hereunder or from a breach by LICENSEE of any
                                         of its representations, warranties or obligations under this Agreement, provided however,
                                         that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee
                                         against any claim, proceeding, demand, expense, or liability to the extent it arises
                                         out of, results from, or is increased by (a) fraud, the material breach of this
                                         Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The
                                         Indemnitees agree to provide LICENSEE with prompt written notice of any claim, suit,
                                         action, demand, or judgment for which indemnification is sought under this Agreement.
                                         LICENSEE agrees, at its own expense, to provide attorneys reasonably acceptable to MSK
                                         and MIT to defend against any such claim. The Indemnitees shall reasonably cooperate
                                         with LICENSEE in such defense and will permit LICENSEE to conduct and control such defense
                                         and the disposition of such claim, suit, or action (including all decisions relative
                                         to litigation, appeal, and settlement); provided, however, that any Indemnitee shall
                                         have the right to retain its own counsel, at the expense of LICENSEE, if representation
                                         of such Indemnitee by the counsel retained by LICENSEE would be inappropriate because
                                         of actual or potential differences in the interests of such Indemnitee and any other
                                         party represented by such counsel. LICENSEE agrees to keep MSK and MIT informed of the
                                         progress in the defense and disposition of such claim and to consult with MSK and MIT
                                         with regard to any proposed settlement. LICENSEE shall not enter into any settlement,
                                         consent judgment, or other voluntary final disposition of any claim on behalf of any
                                         Indemnitee(s) without the prior written consent of MSK and MIT.



 








 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    30


     


    

 


		10.2	For the Term of this Agreement, LICENSEE shall obtain and carry
                                         in full force and effect general liability insurance and, as applicable to LICENSEE’s
                                         performance with respect to the Patent Rights, professional liability insurance, that
                                         shall protect LICENSEE, MSK, and MIT in regard to events covered by Section 10.1
                                         above. Such insurance shall be written by a reputable insurance company, shall list MSK
                                         and MIT as additional named insureds thereunder, shall be include products/completed
                                         operations coverage or LICENSEE shall obtain and maintain product liability coverage
                                         under a separate policy, and shall require [****] written notice to be given to MSK and
                                         MIT prior to any cancellation or material change thereof. The limits of such insurance
                                         shall not be less than [****] per occurrence with an annual aggregate of [****] all such
                                         coverage. Any insurance required hereunder that is underwritten on a per-claims basis
                                         must be maintained for at least [****] following the termination of this Agreement. LICENSEE
                                         shall provide MSK with Certificates of Insurance evidencing the same and provide MSK
                                         with prior written notice of any material change in or cancellation of such insurance.
                                         Notwithstanding the foregoing, products/completed operations coverage and errors and
                                         omissions coverage, as described above, shall be in place at least [****] prior
                                         to: (a) the use, operation, demonstration, or testing of any Licensed Product or
                                         Licensed Service by LICENSEE or a third party at the premises of any third party that
                                         is not subject to a contractual indemnity extending protection to MSK and MIT or (b) the
                                         first distribution, sale, lease, or transfer of a Licensed Product or first performance
                                         of a Licensed Service for a third party.



 


		10.3	This Agreement and the licenses granted herein shall immediately
                                         and automatically terminate without notice in the event LICENSEE or its Sublicensees
                                         or any other party acting under authority of LICENSEE, fails to obtain the insurance
                                         required under Section 10.2, or if the insurance lapses or is cancelled. A termination
                                         occurring under this paragraph shall occur and become effective at the time such insurance
                                         coverage ends or becomes required and is not obtained, and LICENSEE or its Sublicensees
                                         shall then have no right to complete production and sale of Licensed Products or perform
                                         Licensed Services. Nothing herein shall be construed to release either party from any
                                         obligation that matured prior to the effective date of such termination. Notwithstanding
                                         the foregoing, in the [****] period subsequent to the date of such an automatic termination
                                         of this Agreement by operation of this paragraph, to the extent that such rights are
                                         still available for licensing, LICENSEE shall have the right to reinstate the effectiveness
                                         of this Agreement by obtaining the required insurance, whereupon this Agreement shall
                                         automatically become effective as of the date of reinstatement of said insurance, and
                                         shall remain in full force and effect without any further action of the parties.



 


		10.4	MSK shall at all times during the term of this Agreement and thereafter,
                                         indemnify LICENSEE and its Affiliates, and its/their respective directors, managers,
                                         officers, employees, representatives and agents (the “LICENSEE Indemnitees”),
                                         against any and all damages and judgments (including settlements) on claims brought by
                                         third parties (a “Third Party Claim”) on account of the (i) the development,
                                         manufacture, sale, promotion, marketing or use of Licensed Products or MSK products,
                                         in or outside the Territory, by MSK or its Affiliates or sublicensees (other than LICENSEE
                                         or its Affiliates or Sublicensees) or their respective customers (including products
                                         liability claims), or (ii) the exercise of rights retained by or on behalf of MSK
                                         under this Agreement, including, without limitation, any infringement or third party
                                         personal injury or damage to tangible personal property. The foregoing obligations of
                                         MSK shall not apply to the extent of any losses for which LICENSEE has an obligation
                                         to indemnify MSK pursuant to Section 10.1 For any such losses as to which each Party
                                         has an indemnification obligation pursuant to Sections 10.1 and 10.4, each Party shall
                                         indemnify the other to the extent of the indemnifying Party’s respective fault
                                         (a Party’s fault being defined by those categories for which it must indemnify
                                         the other Party pursuant to Section 10.1 or 10.4) for the losses.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    31


     


    

 


Notwithstanding anything in this Agreement to the
contrary, (i) the maximum exposure and liability of MSK under this Section 10.4 is [****] by LICENSEE to MSK hereunder,
and (ii) any liability of MSK to pay LICENSEE or LICENSEE Indemnitees under this Section 10.4 shall be [****].


 


		10.5	In the case of a Third Party Claim made by any Person who is not
                                         MIT or a Party to this Agreement (or an Affiliate thereof) as to which a Party (the “Indemnitor”)
                                         may be obligated to provide indemnification pursuant to this Agreement, such Indemnitee
                                         or LICENSEE Indemnitee will notify the Indemnitor in writing of the Third Party Claim
                                         (and specifying in reasonable detail the factual basis for the Third Party Claim and,
                                         to the extent known, the amount of the Third Party Claim) reasonably promptly after becoming
                                         aware of such Third Party Claim; provided, however, that failure to give such notification
                                         will not affect the indemnification provided hereunder except to the extent the Indemnitor
                                         shall have been actually prejudiced as a result of such failure.



 


If a Third Party Claim is made against an Indemnitee
or LICENSEE Indemnitee and the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee or LICENSEE Indemnitee
therefore, the Indemnitor will be entitled, within [****] after receipt of written notice from the Indemnitee or LICENSEE Indemnitee
of the commencement or assertion of any such Third Party Claim, to assume the defense thereof (at the expense of the Indemnitor)
with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee or LICENSEE Indemnitee, for so long as the
Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party
Claim, the Indemnitor will not be liable to the Indemnitee or LICENSEE Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with the defense thereof; provided, that if under applicable standards of professional
conduct a conflict of interest exists between the Indemnitor and the Indemnitee or LICENSEE Indemnitee in respect of such claim,
such Indemnitee or LICENSEE Indemnitee shall have the right to employ separate counsel (which shall be reasonably satisfactory
to the Indemnitor) to represent such Indemnitee or LICENSEE Indemnitee with respect to the matters as to which a conflict of interest
exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided,
further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee
or LICENSEE Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee or LICENSEE Indemnitee
shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel
employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply
to the Indemnitee or LICENSEE Indemnitee copies of all correspondence and documents relating to or in connection with such Third
Party Claim and keep the Indemnitee or LICENSEE Indemnitee informed of developments relating to or in connection with such Third
Party Claim, as may be reasonably requested by the Indemnitee or LICENSEE Indemnitee (including, without limitation, providing
to the Indemnitee or LICENSEE Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor
chooses to defend a Third Party Claim, all Indemnitees or LICENSEE Indemnitees shall reasonably cooperate with the Indemnitor
in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor).
If the Indemnitor does not elect to assume control of the defense of any Third Party Claim within the [****] period set forth
above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee or
LICENSEE Indemnitee shall have the right, at the expense of the Indemnitor, after [****] notice to the Indemnitor of its intent
to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee
or LICENSEE Indemnitee, as the case may be), and to compromise or settle such Third Party Claim, exercising reasonable business
judgment.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    32


     


    

 


If the Indemnitor acknowledges in writing its obligation
to indemnify the Indemnitee or LICENSEE Indemnitee for a Third Party Claim, the Indemnitee or LICENSEE Indemnitee will agree to
any settlement, compromise or discharge of such Third Party Claim that the Indemnitor may recommend that by its terms obligates
the Indemnitor to pay the full amount of Losses (whether through settlement or otherwise) in connection with such Third Party
Claim and unconditionally and irrevocably releases the Indemnitee or LICENSEE Indemnitee completely from all liability in connection
with such Third Party Claim; provided, however, that, without the Indemnitee or LICENSEE Indemnitee’s prior written consent,
the Indemnitor shall not consent to any settlement, compromise or discharge (including the consent to entry of any judgment),
and the Indemnitee or LICENSEE Indemnitee may refuse in good faith to agree to any such settlement, compromise or discharge, that
provides for injunctive or other non-monetary relief affecting the Indemnitee or LICENSEE Indemnitee. If the Indemnitor acknowledges
in writing its obligation to indemnify the Indemnitee or LICENSEE Indemnitee for a Third Party Claim, the Indemnitee or LICENSEE
Indemnitee shall not (unless required by law) admit any liability with respect to, or settle, compromise or discharge, such Third
Party Claim without the Indemnitor’s prior written consent (which consent shall not be unreasonably withheld).


 


ARTICLE 11 - REPRESENTATIONS, WARRANTIES
AND DISCLAIMERS


 


		11.1	Representations and Warranties of LICENSEE. LICENSEE hereby represents
                                         and warrants to MSK that



 


(a)          LICENSEE
is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to execute and deliver this Agreement;


 








 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    33


     


    

 


(b)          The
execution, delivery and performance of this Agreement by LICENSEE have been duly authorized by all corporate action on the part
of LICENSEE and that LICENSEE has the right to enter into and bind itself to this Agreement;


 


(c)          As
of the Effective Date, the execution and performance of Licensee’s obligations under this Agreement does not conflict with,
cause a default under, or violate any existing contractual obligation that may be owed by Licensee to any third party; and


 


(d)          All
Licensed Products produced under the licenses granted herein will be manufactured in all material respects in accordance with
applicable federal, state and local laws, rules and regulations, including, without limitation, in all material respects
in accordance with all applicable rules and regulations of the USFDA and other Regulatory Authorities.


 


		11.2	Representations and Warranties of MSK. MSK hereby represents and
                                         warrants to LICENSEE that:



 


(a)          MSK
is a not-for-profit corporation duly organized, validly existing and in good standing under the laws of the State of New York
and has all required corporate power and authority to execute and deliver this Agreement;


 


(b)          the
execution, delivery and performance of this Agreement by MSK have been duly authorized by all necessary corporate action on the
part of MSK, and MSK has the right to enter into and bind itself to this Agreement;


 


(c)          as
of the Effective Date, to the best of knowledge of the signatory of this Agreement for MSK and such person’s direct reports,the
execution and performance of MSK’s obligations under this Agreement do not conflict with, cause a default under, or violate
any existing contractual obligation that may be owed by MSK to any third party;


 


(d)          as
of the Effective Date, there is no pending, or to the knowledge of the signatory of this Agreement for MSK and such person’s
direct reports, threatened infringement claim related to any of the Patent Rights granted hereunder.


 


(e)          to
the knowledge of the signatory of this Agreement for MSK and such person’s direct reports, other than [****], which is owned
by MIT, and [****], which is co-owned by MSK and MIT, MSK is the sole and exclusive legal owner of the entire right, title, and
interest in and to all patent applications and issued patents that are part of the Patent Rights, except for the license to and
rights of the United States under 35 U.S.C. § 200 et seq. and related regulations;


 


(f)           to
the knowledge of the signatory of this Agreement for MSK and such person’s direct reports, MSK has, and throughout the Term
will not itself compromise, the right, power and authority to grant the licenses granted hereunder; and


 


(g)          there
are no actions, suits, claims, investigations or proceedings involving MSK pending, or to the best of MSK’s knowledge threatened,
relating to any of the Licensed Rights.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    34


     


    

 


		11.3	Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
                                         NEITHER MSK NOR MIT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND HEREBY DISCLAIM
                                         ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
                                         WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL
                                         PROPERTY RIGHTS OF CO-OWNERS OR THIRD PARTIES, VALIDITY, ENFORCEABILITY AND SCOPE OF
                                         PATENT RIGHTS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS,
                                         WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL EITHER PARTY OR MIT BE LIABLE FOR LOST
                                         PROFITS OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES
                                         ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ITS PERFORMANCE OR NONPERFORMANCE
                                         OF ITS OBLIGATIONS UNDER THIS AGREEMENT.



 


ARTICLE 12 - EXPORT CONTROLS


 


It is understood that MSK is subject to United States laws
and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (including
the Arms Export Control Act, as amended and the Export Administration Act of 1979), and that its obligations hereunder are contingent
on compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities
may require a license from the cognizant agency of the United States Government and/or written assurances by LICENSEE that LICENSEE
shall not export data or commodities to certain foreign countries without prior approval of such agency. MSK neither represents
that a license shall not be required nor that, if required, it shall be issued.


 


ARTICLE 13 - NON-USE OF NAMES


 


Neither Party shall use the name of the other Party or MIT,
nor of any of their respective employees, nor any adaptation thereof, in any press release, advertising, promotional or sales
literature without prior written consent obtained from the other Party or MIT, as applicable, in each case. During and after the
term of this Agreement, neither Party shall utilize or register any trademark, service mark, tradename, or other trade identifier
of the other Party or MIT, or that contains (in whole or in part) or is confusingly similar to the foregoing, or is a translation
of any of the foregoing, without the prior express written consent of the other Party or MIT, as applicable. Notwithstanding the
foregoing, with respect to complying with the disclosure requirements of any governmental authority or securities exchange in
connection with any required filing of this Agreement, the Parties shall consult with one another concerning which terms of this
Agreement shall be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall seek
reasonable confidential treatment for any public disclosure by any such governmental authority or securities exchange. Each Party
shall have the right to issue press releases in regards to this Agreement with the prior written agreement of the other Party
or as required to comply with any law or by the rules of any stock exchange or automated quotation system (in the case of
such required disclosure, by providing [****] notice to the other Party and reasonably considering comments provided by such other
Party within [****] after such notice, or such shorter notice and comment time periods as the disclosing Party may reasonably
require). Notwithstanding the above, each Party may freely disclose in the ordinary course of business (but not in a press release,
except with prior approval) that it has entered into this Agreement, and MIT and MSK may freely use the name of LICENSEE in any
conflict of interest disclosure, including as part of a press release, without prior approval. In addition, as it concerns MIT,
during the term of this Agreement, LICENSEE may make certain factual statements that it has entered into this Agreement with MSK
to license the MIT Patent Rights. Such statements may be made in connection with general company information (e.g., statements
regarding company history or technology background) or in annual shareholder reports or investor presentations; however, no such
statement may be used in advertising or other promotional material or activities or in any manner to suggest or imply MIT’s
endorsement of LICENSEE, its products or its services. Except as specifically permitted herein, LICENSEE shall not otherwise use
or allow the use of the name of “Massachusetts Institute of Technology,” “[****] Laboratory” or any variation,
adaptation, or abbreviation thereof, or of any of its trustees, officers, faculty, students, employees, or agents, or any trademark
owned by MIT, or any terms of this Agreement in any other public announcement or disclosure without the prior written consent
of MIT (via tlo-uon@mit.edu), which consent MIT may withhold in its sole discretion.  In the case of the use of name or likeness
of an individual trustee, officer, faculty, student, employee or agent of MIT, such consent must also come in writing from the
individual.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    35


     


    

 


ARTICLE 14 - PUBLICATION


 


LICENSEE recognizes and accepts that under MSK’s mission
as an academic medical center, MSK and its investigators must have a meaningful right to publish without LICENSEE’s approval
or editorial control. MSK reserves the right to publish the scientific findings from research related to Licensed Rights and clinical
use of Licensed Products and Licensed Services. If any proposed publication (e.g., manuscript, abstract or other public disclosure),
contains Confidential Information of LICENSEE or its Affiliates or Sublicensees or new data that has not be made public before,
MSK will submit the abstract or manuscript to LICENSEE at least [****] before public disclosure thereof, and LICENSEE shall have
the right to review and comment upon the proposed public disclosure in order to protect such Confidential Information and the
patentability of any inventions disclosed therein. Upon LICENSEE's request, public disclosure shall be delayed up to [****] additional
calendar days to enable LICENSEE to secure adequate intellectual property protection of any patentable subject matter contained
therein that would otherwise be affected by the publication.


 


ARTICLE 15 - ASSIGNMENT


 


No Party may assign or delegate any or all of its rights or
obligations under this Agreement, or transfer this Agreement, without the prior written consent of the other Party, except that
(a) either Party shall have the right to assign any of its rights, delegate any of its obligations, or transfer this Agreement
without such consent (i) to an Affiliate or (ii) as part of a merger or acquisition or other transfer of all or substantially
all of the assets of its business to which this Agreement pertains, in each case provided that the assignor remains responsible
for performance and the assignee accepts all terms and obligations of this Agreement, and (b) MSK may without consent of
LICENSEE freely assign all or any portion of the cash payments due under this Agreement to a Third Party. Additionally, LICENSEE
shall, on prior consent of MSK (such consent not to be unreasonably withheld or delayed), be permitted to assign this Agreement
in connection with the sale or transfer of a limited portion of its business to which this Agreement pertains. Except as set forth
herein, any assignment, delegation or transfer by any Party without the consent of the other Party shall be void and of no effect.
For the avoidance of doubt, LICENSEE’s right to assign is conditioned on its assignee’s acceptance of all obligations
of this Agreement, including but not limited to those of Article 18 concerning choice of law and forum.


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    36


     


    

 


ARTICLE 16 - TERMINATION


 


		16.1	Term. This Agreement commences on the Effective Date and shall
                                         remain in effect, until the end of the Term, as provided in Section 1.38, unless
                                         sooner terminated in accordance with the provisions herein.



 


		16.2	Bankruptcy or Cessation/Enjoinder of Business. MSK may terminate
                                         this Agreement upon written notice to LICENSEE if: (a) LICENSEE becomes insolvent;
                                         (b) a petition in bankruptcy is filed against LICENSEE and is consented to, acquiesced
                                         in or remains undismissed for [****]; (c) LICENSEE or makes a general assignment
                                         for the benefit of creditors, or a receiver is appointed for LICENSEE, and LICENSEE does
                                         not return to solvency before the expiration of a [****] period; (d) LICENSEE ceases
                                         to do business; or (e) if the enactment of any law, decree, or regulation, or the
                                         issuance of any order (including, but not limited to, an injunction), by any governmental
                                         authority renders it impracticable or impossible for LICENSEE to perform any of its obligations
                                         hereunder.



 


		16.3	Nonpayment. If LICENSEE fails to pay MSK fees, royalties, ongoing
                                         patent expenses or other amounts payable hereunder, and such payments remain past due
                                         for more than [****], MSK shall have the right to terminate this Agreement on [****]
                                         prior written notice to LICENSEE, unless LICENSEE pays to MSK within the [****] notice
                                         period, all fees, royalties and patent expenses, together with any interest then due
                                         and payable thereon. If LICENSEE after such written notice makes such payment to avoid
                                         termination, and if LICENSEE’s obligation to make such payment was or becomes the
                                         subject of a good faith dispute between the Parties, such payment shall be returned to
                                         LICENSEE by MSK if a final, unappealable judgment in an action commenced within six months
                                         of LICENSEE's making of said payment determines in favor of LICENSEE what such payment
                                         was not owed.



 


		16.4	Criminal Activity. MSK may terminate this Agreement upon [****]
                                         written notice to LICENSEE if LICENSEE is convicted in a final judgment of a felony relating
                                         to the manufacture, use, or sale of Licensed Products in any jurisdiction where LICENSEE
                                         manufactures, uses or sells Licensed Products; provided, no such termination may be made
                                         until any appeal(s) of such conviction are exhausted and only then if such conviction
                                         is not reversed.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    37


     


    

 


		16.5	Breach. In addition to any other termination right specified in
                                         this Agreement, MSK may terminate this Agreement upon [****] prior written notice to
                                         LICENSEE, if LICENSEE materially breaches a provision of this Agreement, unless:



 


(a)          LICENSEE
cures any such breach prior to the expiration of the [****] period; or


 


(b)          LICENSEE
has taken reasonable steps to cure such breach prior to the expiration of the [****] cure period and has demonstrated to MSK’s
reasonable satisfaction that such breach is likely to be cured within a reasonable time thereafter not to exceed [****]; or


 


(c)          before
the end of the [****] cure period, LICENSEE notifies MSK that it has failed to achieve any of the Milestone Activities described
herein within the timeframes specified due to causes that are beyond the reasonable control of LICENSEE (e.g., regulatory action
or delay, low patient enrollment, Force Majeure Event, and/or delays caused by MSK), notwithstanding LICENSEE’s reasonable,
good faith efforts to achieve those Milestone Activities, then LICENSEE will not be deemed in default or breach of this Agreement
and the timeframe for achieving those milestones will be deemed automatically extended by the time of the delay reasonably attributable
to the causes that were beyond LICENSEE’s control as long as LICENSEE diligently and continuously pursues the achievement
of such milestones, but in no event shall such extension be longer than [****].


 


		16.6	Termination by LICENSEE. LICENSEE may terminate this Agreement
                                         in its entirety without cause on [****] notice to MSK; provided, however, once the performance
                                         of marketing, manufacture, sales, distribution and support activities of a Licensed Product
                                         and/ or Licensed Service (“Commercialization”) have commenced, LICENSEE may
                                         terminate this Agreement with such notice only if all Commercialization activities of
                                         LICENSEE, Sublicencees, and their Affiliates have been permanently discontinued.



 


		16.7	Product Sell Off. In the event of expiration or termination of
                                         this Agreement (unless for breach by LICENSEE), LICENSEE and its Sublicensees shall have
                                         the right for [****] thereafter to dispose of all Licensed Products then in its inventory,
                                         contingent upon LICENSEE: (a) providing to MSK an inventory identifying the volumes
                                         of Licensed Products on hand that were manufactured prior to the termination date, certified
                                         and signed by an officer of the LICENSEE; and (b) continuing to submit all reports
                                         and make all payments (including, without limitation, royalties) that would have been
                                         required in accordance with this Agreement, if this Agreement had not terminated.



 


		16.8	Dispute Resolution. The Parties shall negotiate all matters of
                                         joint concern in good faith, with the intention of resolving issues between them in a
                                         mutually satisfactory manner, including, without limitation, the achievement of any Milestone
                                         Activities on or prior to any Expected Completion Date, under Article 4 of this
                                         Agreement. If a disagreement between the Parties cannot be resolved through informal
                                         discussions, it shall be deemed a “Dispute” upon one party (the “Declaring
                                         Party”) declaring, by the delivery of a written notice (the “Notice”)
                                         to the other party, that a Dispute exists. The Notice shall specify the nature and cause
                                         of the Dispute and the action that the Declaring Party deems necessary to resolve the
                                         Dispute. Following receipt of the Notice, the Parties shall use good faith efforts to
                                         resolve the Dispute within [****] of the date of such Notice, including making personnel
                                         with appropriate decision-making authority available to the other Party to discuss resolution
                                         of the Dispute. In the event Dispute cannot be resolved by mutual agreement within such
                                         [****] period, the Parties may, by the election of either Party, submit the Dispute to
                                         non-binding dispute resolution before a mediator expert in the field, selected by mutual
                                         agreement within [****] of a written request for mediation submitted by either Party.
                                         Said mediation shall be held in the County of New York, State of New York, at such place
                                         as shall be mutually agreed upon by the Parties.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    38


     


    

 


		16.9	Effect on Sublicensees. All sublicenses, and rights of Affiliates
                                         and Sublicensees, will terminate as of the effective date of termination of this Agreement,
                                         provided, however, that if at the effective date of termination any Sublicensee is in
                                         good standing with regard to its obligations under its sublicense and agrees to assume
                                         the applicable obligations of LICENSEE hereunder, then, at the request of the Sublicensee,
                                         such sublicense shall survive such termination or expiration of this Agreement and be
                                         assigned to MSK with respect to the Licensed Product, Licensed Services, and Licensed
                                         Rights; provided, in such case the obligations of MSK to Sublicensee shall not exceed
                                         the obligations of MSK to LICENSEE under the Agreement.



 


		16.10	Survival. Upon any expiration or termination of this Agreement,
                                         the following shall survive:



 


(a)          any
provision expressly indicated to survive;


 


(b)          any
liability which any Party has already incurred to another Party prior to expiration or termination;


 


(c)          LICENSEE’s
reporting and payment obligations for activities occurring prior to expiration or termination (or pursuant to 16.4 (entitled Product
Sell Off)); and


 


(d)          ARTICLE 1
(entitled Definitions), ARTICLE 9 (entitled Confidentiality, ARTICLE 10 (entitled Indemnification, Product Liability),
ARTICLE 11 (entitled Representations, Warranties and Disclaimers), ARTICLE 13 (entitled Non-Use of Names), ARTICLE 17
(entitled Notices and Other Communications), ARTICLE 18 (entitled Miscellaneous Provisions), Section 5.1(b), Section 16.9
(entitled Effect on Sublicensees), and 16.10 (entitled Survival).


 








 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.






 






    39


     


    

 


ARTICLE 17 - NOTICES AND OTHER COMMUNICATIONS


 


Except for payments, each notice or other communication pursuant
to this Agreement shall be sufficiently made or given when delivered by courier or other means providing proof of delivery to
such Party at its address below or as it shall designate by written notice given to the other Party:


 


In the case of MSK:


 


Memorial Sloan-Kettering Cancer Center


Office of Technology Development



 


	 	If by mail:	1275 York Ave., Box 524
	 	 	New York, NY 10065
	 	 	 
	 	If by courier:	600 Third Avenue, 16th floor
	 	 	New York, NY 10016




 


Attn: Senior Vice President, Research and
Technology Development


Tel: 1-212-639-6181 (not for notice)


Fax: 1-212-888-1120 (not for notice)


 


With copies to:


 


Memorial Sloan-Kettering Cancer Center


Office of General Counsel


 


	 	If by mail:	1275 York Ave.
	 	 	New York, NY 10065
	 	 	 
	 	If by courier:	1275 York Ave.
	 	 	New York, NY 10065




 


[****]


 


In the case of LICENSEE:


 


Y-mAbs Therapeutics, Inc.


 


	 	If by mail:	230 Park Avenue,
	 	 	Suite 3350
	 	 	New York, NY 10169
	 	 	 
	 	If by courier:	230 Park Avenue,
	 	 	Suite 3350
	 	 	New York,
	 	 	NY 10169




 


With copies to


 


Duane Morris LLP


230 Park Avenue, Suite 1130


New York, NY 10169


 


Attn: Dwight A. Kinsey


Tel: 1-212-818-9200


Fax: 1-212-818-9606 (not for notice)


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    40


     


    

 


In the case of MIT:


 


Massachusetts Institute of Technology


Technology Licensing Office, Room NE18-501


255 Main Street, Kendall Square


Cambridge, MA 02142-1601


Attention: Director


Tel:        617-253-6966


Fax:        617-258-6790
(not for notice)


 


ARTICLE 18 - MISCELLANEOUS PROVISIONS


 


		18.1	Choice of Law; Choice of Forum. This Agreement shall be construed,
                                         governed, interpreted and applied in accordance with the laws of the State of New York,
                                         without giving effect to any choice/conflict of law principles, except that questions
                                         affecting the construction and effect of any patent shall be determined by the law of
                                         the country in which the patent was filed or granted. The state and federal courts located
                                         in New York County, New York, shall have exclusive jurisdiction of any claims or actions
                                         between or among the parties arising out of or relating to this Agreement, and each Party
                                         consents to venue and personal jurisdiction of those courts for the purpose of resolving
                                         any such disputes.



 


		18.2	Severability. Except to the extent a provision is stated to be
                                         essential, or otherwise to the contrary, the provisions of this Agreement are severable,
                                         and in the event that any provisions of this Agreement shall be determined to be invalid
                                         or unenforceable under any controlling body of the law, such invalidity or unenforceability
                                         shall not in any way affect the validity or enforceability of the remaining provisions
                                         hereof.



 


		18.3	Marking. LICENSEE agrees to legibly mark the Licensed Products
                                         (and packaging, marketing materials, package inserts, patient information leaflets, and
                                         other documentation therefore) sold in the United States with all applicable United States
                                         patent numbers, and other notices relating to MSK’s Patent Rights, such markings
                                         and notices to be in accordance with any written guidelines that may be provided by MSK
                                         from time to time. All Licensed Products shipped to or sold in other countries shall
                                         be marked in such a manner as to conform to the patent laws and practice of the country
                                         of manufacture or sale. In connection with such patent marking, LICENSEE shall also include
                                         a statement that the Licensed Product is made under license from MSK.



 


		18.4	Waiver. The failure of either party to assert a right hereunder
                                         or to insist upon compliance with any term or condition of this Agreement shall not constitute
                                         a waiver of that right or excuse a similar subsequent failure to perform any such term
                                         or condition by the other party.



 


		18.5	Counterparts. This Agreement may be executed in any number of
                                         counterparts and each of such counterparts shall for all purposes be an original and
                                         all such counterparts shall together constitute but one and the same agreement.



 








 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    41


     


    

 


		18.6	Force Majeure Event. Neither Party shall lose any rights hereunder
                                         or be liable to the other Party for damages or losses (except for payment obligations)
                                         on account of failure of performance by the defaulting party to the extent such the failure
                                         is occasioned by war, strike, fire, Act of God, earthquake, flood, lockout, embargo,
                                         governmental acts or orders or restrictions (except if imposed due to or resulting from
                                         the Party’s violation of law or regulations), failure of suppliers, or any other
                                         reason where failure to perform is beyond the reasonable control and not caused by the
                                         negligence, intentional conduct or misconduct of the nonperforming party and the nonperforming
                                         Party has exerted all reasonable efforts to avoid or remedy such force majeure (each
                                         a “Force Majeure Event”); provided, however, that in no event shall (a) a
                                         Party be required to settle any labor dispute or disturbance, or (b) a force majeure
                                         excuse performance for a period of more than [****]. For clarity, a failure to obtain
                                         funding shall not constitute a force majeure event.



 


		18.7	Further Assurances. At any time or from time to time on and after
                                         the date of this Agreement, MSK shall at the written request of LICENSEE and at LICENSEE's
                                         expense, execute, and deliver or cause to be delivered, all such consents, documents
                                         or further instruments required by law to register or confirm the licenses granted in
                                         this Agreement.



 


		18.8	The Parties agree that if any data transfer, material transfer
                                         required, or any know-how transfer or training beyond a reasonable amount, LICENSEE shall
                                         reimburse MSK for time and effort spent.



 


		18.9	Entire Agreement. This Agreement, including its attachments and
                                         exhibits (which attachments and exhibits are incorporated herein by reference), constitutes
                                         the entire understanding among and between the parties with respect to the subject matter
                                         hereof, and supersedes all prior agreements and communications, whether written, oral
                                         or otherwise. This Agreement may only be modified or supplemented in a writing expressly
                                         stated for such purpose and signed by the parties to this Agreement.



 


		18.10	Relationship between the Parties. The relationship between the
                                         parties under this Agreement is that of independent contractors. Nothing contained in
                                         this Agreement shall be construed to create a partnership, joint venture or agency relationship
                                         between any of the Parties. No Party is a legal representative of any other party, and
                                         no Party can assume or create any obligation, liability, representation, warranty or
                                         guarantee, express or implied, on behalf of another Party for any purpose whatsoever.



 


		18.11	Construction and Interpretation. Words (including defined terms)
                                         denoting the singular shall include the plural and vice versa. The words “hereof”,
                                         “herein”, “hereunder” and words of the like import when used
                                         in this Agreement shall refer to this Agreement as a whole, and not to any particular
                                         provision of this Agreement. The term “include” (and any variant thereof),
                                         and the giving of examples, shall not be construed as terms of limitation unless expressly
                                         indicated by the context in which they is used. The headings in this Agreement shall
                                         not affect its interpretation. Except as expressly provided herein, the rights and remedies
                                         herein provided shall be cumulative and not exclusive of any other rights or remedies
                                         provided by law or otherwise. Each of the Parties has had an opportunity to consult with
                                         counsel of its choice. Each provision of this Agreement shall be construed without regard
                                         to the principle of contra proferentum. If any provision of this Agreement is held to
                                         be invalid or unenforceable the validity of the remaining provisions shall not be affected.
                                         The parties shall replace the invalid or unenforceable provision by a valid and enforceable
                                         provision closest to the intention of the parties when signing this Agreement. This Agreement
                                         was negotiated, and shall be construed and interpreted, exclusively in the English language.



 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    42


     


    

 


		18.11	Method of Payment. Payments may be made by check or wire transfer.
                                         Checks shall be: (a) made payable to Sloan-Kettering Institute for Cancer Research
                                         (Tax I.D. No. [****]); (b) attached to the corresponding invoice (if any);
                                         (c) accompanied with an note (on the check stub or on its transmittal letter) that
                                         the payment relates to Agreement [****] and (d) sent to MSK’s lock-box:



 


Memorial Sloan-Kettering Cancer
Center


P. O. Box 29035


New York, NY 10087-9035


Wire transfers shall be made
as follows:


Bank Name: [****].


Name on Account: [****]


Account Type: [****]


 


[signature page follows]


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    43


     


    

 


IN WITNESS WHEREOF, authorized representatives of the Parties
have signed and dated this Agreement below.


 


 


	 	 	Y-MABS THERAPEUTICS, INC.
	 	 	 
	 	 	 
	 	 	By:	/s/ Thomas Gad
	 	 	Name: Thomas Gad
	 	 	Title: Founder, Chairman and President
	 	 	 
	 	 	Date: April 15, 2020
	 	 	 
	 	 	 
	 	 	MEMORIAL SLOAN KETTERING CANCER CENTER
	 	 	 
	 	 	 
	 	 	By:	/s/ Eric Cottington
	 	 	Name:	Eric Cottington, PhD
	 	 	Title:	Senior Vice President
	 	 	Research and Technology Development
	 	 	 
	 	 	Date: April 10, 2020



 


	 	 	 
	MASSACHUSETTS INSTITUTE OF TECHNOLOGY (solely
    with respect to Sections [****] of this Agreement)	 	 
	 	 	 
	 	 	 
	By:	/s/ Lesley Millar- Nicolson	 	 
	Name: Lesley Millar- Nicholson	 	 
	Title: Director, TLO	 	 
	 	 	 
	Date: April 9, 2020	 	 




 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    44


     


    

 


Exhibit A


PATENT RIGHTS


 


[****]


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    45


     


    

 


Exhibit B


 


Tangible Materials exclusively licensed
hereunder:


 


[****]


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    46


     


    

 


Exhibit C


DEVELOPMENT PLAN


 


[****]


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    47


     


    

 


Exhibit D


SPONSORED RESEARCH AGREEMENT


 


[****]


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 



 






    48


     


    

 


Exhibit E


LIST OF CERTAIN ANTIBODY PATENT RIGHTS


 


[****]


 





 






[****] Certain information in this document has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



 






    49