***OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION


CONFIDENTIAL TREATMENT REQUESTED


 


PATENT
& Technology LICENSE AGREEMENT


AGT. No.
A2014-0165


 


This Patent & Technology License Agreement is between the
Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).


 


No binding agreement between the Parties will exist until
this Patent & Technology License Agreement has been signed by both Parties.  Unsigned drafts of this Patent & Technology
License Agreement shall not be considered offers.


Background


 


Licensor owns, controls and/or has the right to sublicense
the Licensed Subject Matter (defined in Exhibit A). Licensee desires to secure the right and license to use, develop, manufacture,
market, and commercialize the Licensed Subject Matter. Licensor desires to have the Licensed Subject Matter developed and used
for the benefit of Licensee, the inventors, Licensor, and the public.


 


NOW, THEREFORE, in consideration of the mutual covenants and
premises herein contained, the Parties hereby agree as follows:


 


The Terms and Conditions of Patent & Technology License
attached hereto as Exhibit A are incorporated herein by reference in their entirety (the “Terms and Conditions”).
The Commercialization Plan attached hereto as Exhibit B is incorporated herein by reference in its entirety (the “Commercialization
Plan”). In the event of a conflict between provisions of this Patent & Technology License Agreement and the Terms and
Conditions, the provisions in this Patent & Technology License Agreement shall govern. Unless defined in this Patent &
Technology License Agreement, capitalized terms used in this Patent & Technology License Agreement shall have the meanings
given to them in the Terms and Conditions.


 


The section numbers used in the left hand column in the table
below correspond to the section numbers in the Terms and Conditions.


 


	 	1.   Definitions





	 	Effective
    Date	September
    6, 2013 
	Licensor	Ohio
    State Innovation Foundation, with an address at 1524 North High Street, Columbus, OH 43201.
	Licensee

         

        

        
	MicroLin
    Bio, Inc., a corporation, with its principle place of business at 302A West 12th Suite 114, New York, NY 10014
	Contract
    Year and Contract Quarters	 

        x
        Contract Year is 12-month period ending on December 31
        and Contract Quarters are 3-month periods ending on March 31, June 30, Sept. 30, Dec. 31 

         

         

         

	Territory
    	Worldwide


 




    	 	 	 



    	 



    

 


	 	Field
of Use 

         

         

         

         

         
	Exclusive
    Field of Use for the diagnosis, prognosis and therapy/treatment of colon cancer. 
	Patent Rights/Technology Rights

        

        [See Exhibit C for individual patent application
and patent information] 






	 	 

                                                                                                                                                                                        

                                                                                                                                                                                       App.
                                         No./ 

        Date of Filing

        
	Title	Inventor(s)	Jointly
    Owned? (Y/N; if Y, with whom?)	 

                                                                                                                                                                                    Countries
	Prosecution
    Counsel
	PCT/US2007/000159 

        03/03/2007 

        [2006-138]

         
	MicroRNA-Based
    Methods and Compositions for the Diagnosis, Prognosis and Treatment of Solid Cancers	C.
Croce 

        S. Volinia 

        G. Calin

         
	x
    No	US 

        CA 

        AU 

        CN 

        JP 

        HK 

        EP 
	MacMillan,
    Sobanski, and Todd LLC
	PCT/US2006/035100 

        09/11/2006 

        [2006-009] 
	Compositions
    and Methods for the Diagnosis and Therapy of BCL2-Associated Cancers	C.
Croce 

        G. Calin
	x
    No	US 

        CA 

        JP 

        AU 

        CN 

        EP 
	MacMillan,
    Sobanski, and Todd LLC
	 	PCT/US2007/15892 

        07/12/2007 

        [2007-019] 
	MicroRNA
    Based Methods and Compositions for the Diagnosis and Treatment of Colon Related Diseases	C.
Croce 

        C. Harris 

        A. Schetter
	x
        Yes, w/ The National Institutes of Health

          

         

        [See section 20.1] 
	US 

        CA 

        JP 

        AU 

        CN 

        EP
	MacMillan,
    Sobanski, and Todd LLC
	 	PCT/US2008/072081
08/04/2008 

        [2007-028]
	Ultraconserved
    Regions Encoding ncRNAs 	C.
Croce

         
	x
    No	US 

        CA 

        JP 

        AU 

        CN 

        EP 
	MacMillan,
    Sobanski, and Todd LLC
	 	PCT/US2008/081294
10/27/2008 

        [2007-030]
	Methods
    for Identifying Fragile Histidine Triad (Fhit) Interaction and Uses Thereof	C.
Croce 

        F. Trapasso 
	x
    No	US 

        CA 

        JP 

        AU 

        CN 

        EP 
	MacMillan,
    Sobanski, and Todd LLC


 




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	 	PCT/US2011/029348
03/22/2011 

        [2010-126] 
	Materials
    and Methods Related to Modulation of Mismatch Repair and Genomic Stability by miR-155	C.
Croce 

        N. Valeri
	x
    No	US 

        CA 

        JP 

        AU 

        CN 

        EP 
	MacMillan,
    Sobanski, and Todd LLC
	 	PCT/US2011/060349
11/11/2011 

        [2011-085]
	Materials
    and Methods Related to MicroRNA-21. Mismatch Repair, And Colorectal Cancer	C.
Croce 

        N. Valeri 
	x
    No	US 

        CA 

        JP 

        AU 

        CN 

        EP 
	MacMillan,
    Sobanski, and Todd LLC
	PCT/US2012/028016 

        03/07/2012 

        [2011-137]
	Mutator
    activity induced by microRNA-155 (miR-155) Links Inflammation and Cancer	C.
Croce 
	x
    No	US 

        PCT
	MacMillan,
    Sobanski, and Todd LLC
	PCT/US2012/069484 

        12/13/2012 

        [2012-066]
	Methods
    and Compositions Related to miR-21 & miR-29a and Cancer Metastasis	C.
Croce 

        M. Fabbri 
	x
    No	PCT	MacMillan,
    Sobanski, and Todd LLC
	PCT/US2012/067651 

        12/03/2012 

        [2012-104]
	Mechanism
    of NSAID Chemoprevention in Colorectal Cancer	R.
Fishel 

        C. Croce 

        L. Kopelovich 

        B. Aronow
	x
    No	PCT	MacMillan,
    Sobanski, and Todd LLC
	 	USPTO Entity Status as of Effective Date

          
	Check one box:

        

        x
Small

	 	 	 	 	 	 	 	 





	 	2.4.  Diligence
    Milestones





	 

         

         
	Milestones
    and deadlines	Milestone
    Events	Deadlines
	1.  Completion
    of Commercialization Plan for use of Licensed Product or Licensed Service for early diagnosis of colon cancer.	***
	2.
    Hiring of experienced executive management, sales, and research team for the commercialization of Licensed Product or Licensed
    Service.  	***
	3.  External
    funding or equity financing of greater than or equal to $500,000 received by Licensee for the purpose of advancing Licensed
    Products and/or Licensed Service.	***
	4.  CLIA
    validation of first Licensed Product or Licensed Service for the diagnosis and/or prognosis of colon cancer. Milestone extension
    option and fees referenced in Section 20.3 may be applied to this Milestone.	***


 




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	 	 	5.
    Execute a Sublicense Agreement for the development and/or establishment of a research development program for colon cancer
    therapeutics. Milestone extension option and fees referenced in Section 20.3 may be applied to this Milestone.	***
	 	 	6.
    Complete financing in which Licensee receives $10,000,000 or greater for the purpose of advancing Licensed Product and/or
    Licensed Service. Milestone extension option and fees referenced in Section 20.3 may be applied to this Milestone.	***
	 	 	7.  Establishment
    of clinical insurance reimbursement for the diagnosis and/or prognosis of colon cancer. Milestone extension option and fees
    referenced in Section 20.3 may be applied to this Milestone.	***
	 	 	8.  First
    Sale in the United States of America of the first Licensed Product or Licensed Service for the diagnosis  and/or
    prognosis  of colon cancer. Milestone extension option and fees referenced in Section 20.3 may be applied to this
    Milestone.	***
	 	 	9.
    First Sale in any country outside of the United States of America of a Licensed Product or Licensed Service for the diagnosis  and/or
    prognosis of colon cancer. Milestone extension option and fees referenced in Section 20.3 may be applied to this Milestone.	***





	 	3.  Compensation





	3.1(a)	Patent
                                         expenses due upon Effective Date

         

         

         

        (See Section 20.1)

         
	 	Amount	based
    on invoices received as of:
	Tech
    ID 2006-138	$66,014.47	09/06/13
	Tech
    ID 2006-009	Costs
    already accounted for in an Agreement having an Effective Date of September 6, 2013 between the parties.	09/06/13
	Tech
    ID 2007-019	$377,022.70	09/06/13
	Tech
    ID 2007-028	Costs
    already accounted for in an Agreement having an Effective Date of September 6, 2013  between the parties.	09/06/13
	Tech
    ID 2007-030	$72,345.30	09/06/13


 




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	 	 	Tech
    ID 2010-126	Costs
    already accounted for in an Agreement having an Effective Date of September 6, 2013 between the parties.	09/06/13
	Tech
    ID 2011-085	$50,991.53	09/06/13
	Tech
    ID 2011-137	$16,866.45	09/06/13
	Tech
    ID 2012-066	$26,326.50	09/06/13
	Tech
    ID 2012-104	$12,986.50	09/06/13
	Total	$622,553.45	09/06/13
	3.1(b)	Milestone
                                         fees

         

         
	Milestone
    Events	Milestone
    Fees
	1.  Completion
    of Commercialization Plan for use of Licensed Product or Licensed Service for early diagnosis of colon cancer.	***
	2.
    Hiring of experienced executive management, sales, and research team for the commercialization of Licensed Product or Licensed
    Service.  	***
	3.  External
    funding or equity financing of greater than or equal to $500,000 received by Licensee for the purpose of advancing Licensed
    Products and/or Licensed Service.	***
	4.  CLIA
    validation of first Licensed Product or Licensed Service for the diagnosis and/or prognosis of colon cancer.	***
	5.
    Execute a Sublicense Agreement for the development and/or establishment of a research development program for colon cancer
    therapeutics.	*** 

         

        (Associated fees referenced in Sections 3.1e and 20.4) 

	6.   Complete
    financing in which Licensee receives $10,000,000 or greater for the for the purpose of advancing Licensed Product and/or Licensed
    Service.	***
	7.  Establishment
    of clinical insurance reimbursement for the diagnosis and/or prognosis of colon cancer.	***
	8.  First
    Sale in the United States of America of the first Licensed Product or Licensed Service for the diagnosis  and/or
    prognosis  of colon cancer. 	***
	9.
    First Sale in any country outside of the United States of America of a Licensed Product or Licensed Service for the diagnosis  and/or
    prognosis of colon cancer.	***
	3.1(c)	Upfront
    Fee	$5,000
due on Effective Date 

        $95,000 due on or before May 31, 2014 

	3.1(d)	License
                                         Maintenance Fees 
	$25,000
due on May 31, 2015

	3.1(e)	Sublicense
    Fees 	***
of Non-Royalty Sublicensing Consideration for diagnostics and prognostics. 

        *** of Non-Royalty Sublicensing Consideration for therapeutics. 



 




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	3.1(f)	Assignment
    fee	For
the Contract Year ending ***, the greater of *** (USD) or *** of Gross Consideration of the total transaction value received by
Licensee for any transaction that includes the assignment or transfer of any portion of this Agreement. 

         

        For any Contract Year thereafter,
the greater of *** (USD) or *** of Gross Consideration of the total transaction value received by Licensee for any transaction
that includes the assignment or transfer of any portion of this Agreement. Assignments shall include assignments or transfers
of the Agreement as part of a corporate reorganization, consolidation, merger or sale of substantially all of the assets or any
other change of control 






	3.2	Running
    royalty rate (applies to Sales by Licensee, Affiliates and Sublicensees)	(a)  Licensed
    Products and Licensed Services Covered By any claim or claims included within the Patent Rights 	***
	(b)
Licensed Products and Licensed Services not Covered By any claim or claims included within the Patent Rights

         
	***
	3.3	Minimum
    royalty 	***
for Contract Year ending *** 

        *** for Contract Year ending *** 

        *** per each subsequent Contract Year thereafter 






	18.   Contact
    Information
	 	Licensee
    Contacts	Licensor
    Contacts
	Contact for Notice:

        Attn: Joseph Hernandez 

        302A West 12th Suite 114 

        New York, NY 10014 

        Phone: 646-707-2937 

        Email: hernandez_joe@yahoo.com 

         

        Accounting contact: 

        Attn: Joseph Hernandez 

        302A West 12th Suite 114 

        New York, NY 10014 

        Phone: 646-707-2937 

        Email: hernandez_joe@yahoo.com

         
	Contact for Notice:

        Attn: President 

        1524 North High Street

        Columbus, Ohio 43201

        Fax: 614-292-8907

        Phone: 614-292-1315

        E-mail: techlicensing@osu.edu

         

        Payment and reporting contact:

        Checks payable to “Ohio State Innovation Foundation”

        Attn: Accounting/Compliance

        1524 North High Street

        Columbus, Ohio 43201

        Fax: 614-292-8907

        Phone: 614-292-1315

        Email: OSIFCompliance@osu.edu

         



 




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	 	Patent prosecution contact:

        Attn: Joseph Hernandez

        302A West 12th Suite 114

        New York, NY 10014

        Phone: 646-707-2937

        Email: hernandez_joe@yahoo.com

         
	 

        Patent prosecution contact:

        Attn: Catherine Martineau

        MacMillan, Sobanski , & Todd, LLC ; Patent,
        Trademark, Copyright and Intellectual Property Law

        One Maritime Plaza, Fifth Floor

        720 Water Street

        Toledo, Ohio 43604-1853

        419-255-5900 (voice)

        419-255-9639 (fax)

        E-mail: martineau@mstfirm.com

        Internet: http//www.mstfirm.com

         






	 	For
    Licensor Administrative Purposes Only
	Changes
    to Standard Form Terms and Conditions	There have not been any revisions to Licensor’s
        standard form Terms and Conditions , except for revisions to the following sections: 7

         

	 	 	 


 


20. Special Provision. The Parties hereby agree
to the following special provisions set forth in this Section 20 with respect to this Patent & Technology License Agreement.


 


Section
20.1 Inter-Institutional Agreement. Pursuant to an Inter-Institutional Agreement (NIH reference number L-003-2009)
having an effective date of October 23, 2008 between Licensor and National Institutes of Health
(NIH), NIH has granted Licensor the ability to grant license rights in the patent indicated in Section 1 as jointly owned by Licensor
and NIH.


 


Section 20.2 Payment Schedule for
Past Patent Expenses. Licensee will repay the past patent expenses referenced in Section 3.1(a) above upon the earlier
of: (1) the payment due dates on the following schedule (shown below); or (2) Licensee has cumulative external funding (any combination
of government grant, government contract, or private equity) of at least $10,000,000. In the event that $10,000,000 of external
funding is obtained by Licensee, all unpaid amounts of past patent expenses shall become immediately due and payable to Licensor.
The payments below include interest at the rate of 3.50% per annum. Should this Agreement be terminated, all patent expenses are
immediately due and payable by Licensee to Licensor.


 




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	Pmt.
 No.	 	Payment
 Date	 	Beginning
 Balance	 	 	Scheduled
 Payment	 	 	Principal	 	 	Interest	 	 	Ending Balance	 
	1	 	10/31/2013	 	$	622,553.45	 	 	$	25,000	 	 	$	14,105.31	 	 	$	10,894.69	 	 	$	608,448.14	 
	2	 	12/31/2013	 	$	608,448.14	 	 	$	25,000	 	 	$	14,352.16	 	 	$	10,647.84	 	 	$	594,095.98	 
	3	 	7/31/2014	 	$	594,095.98	 	 	$	25,000	 	 	$	14,603.32	 	 	$	10,396.68	 	 	$	579,492.66	 
	4	 	12/31/2014	 	$	579,492.66	 	 	$	25,000	 	 	$	14,858.88	 	 	$	10,141.12	 	 	$	564,633.78	 
	5	 	6/30/2015	 	$	564,633.78	 	 	$	73,386.52	 	 	$	68,445.98	 	 	$	4,940.55	 	 	$	496,187.80	 
	6	 	9/30/2015	 	$	496,187.80	 	 	$	73,386.52	 	 	$	69,044.88	 	 	$	4,341.64	 	 	$	427,142.92	 
	7	 	12/31/2015	 	$	427,142.92	 	 	$	73,386.52	 	 	$	69,649.02	 	 	$	3,737.50	 	 	$	357,493.90	 
	8	 	3/31/2016	 	$	357,493.90	 	 	$	73,386.52	 	 	$	70,258.45	 	 	$	3,128.07	 	 	$	287,235.45	 
	9	 	6/30/2016	 	$	287,235.45	 	 	$	73,386.52	 	 	$	70,873.21	 	 	$	2,513.31	 	 	$	216,362.24	 
	10	 	9/30/2016	 	$	216,362.24	 	 	$	73,386.52	 	 	$	71,493.35	 	 	$	1,893.17	 	 	$	144,868.88	 
	11	 	12/31/2016	 	$	144,868.88	 	 	$	73,386.52	 	 	$	72,118.92	 	 	$	1,267.60	 	 	$	72,749.96	 
	12	 	3/31/2017	 	$	72,749.96	 	 	$	72,749.96	 	 	$	72,113.40	 	 	$	636.56	 	 	$	0.00	 



 


Each of the Licensed Patents listed in a separate row in Section
1 shall constitute a single patent family.  The past patent expenses set forth in Section 3.1(a) are separated out and each
entry corresponds to a particular single patent family identified in Section 1.  Certain of the past patent expenses for
a single patent family may also be covered by one or more separate agreements between Licensor and Licensee (a “Multi-Covered
Patent Expense”).  Licensor does not intend for Licensee to pay double for Multi-Covered Patent Expense.


 


Section 20.3 Milestone Extension
Option. Licensee shall have the one-time option to extend the deadlines for those Milestone Events specified in said Section
2.4 by three (3) months by paying a milestone extension fee of *** for each such extension. This option may only be exercised
at a time when Licensee is in compliance with all of its obligations under the Agreement, including having met all milestones
with deadlines prior to the date such notice is given (without giving effect to the extension resulting from the exercise of such
option). In order to exercise this option, Licensee must provide Licensor written notice of its exercise of this option accompanied
by payment of the milestone extension fee. Such notice must contain an affirmation from the Licensee that it is in compliance
with all of its obligations under the Agreement, that it has and is currently using commercially reasonable efforts to implement
the Commercialization Plan and Actively Commercialize Licensed Products or Licensed Services and that it reasonably expects to
meet the milestone deadlines as extended by the exercise of such option.


 


Section 20.4 Therapeutic Research
and Development. Licensee shall launch a research and development program for the licensed therapeutic rights pursuant
to the therapeutic milestone events and fees outlined below, unless Licensee executes a Sublicense Agreement as set forth in Milestone
5 in section 2.4 above. Should Licensee not execute a Sublicense Agreement as set forth in Milestone 5, Licensee shall pay a fee
of *** to the Licensor and provide a detailed Commercialization Plan for the licensed therapeutic rights to Licensor within forty-five
days of the Deadline for Diligence Milestone 5 above.


 


	Therapeutic
    Milestone Events	Deadlines	Therapeutic
    Milestone Fees
	1.   In-license
    acquisition and/or development of therapeutic delivery platform.	***	***
	2.   Regulatory
    Approval of IND filing by Regulatory Authority.	***	***


 




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	3.   Dosing
    of first patient by a Regulatory Authority approved Phase I Clinical Trial of Licensed Product.	***	***
	4.   Dosing
    of first patient by a Regulatory Authority approved Phase II Clinical Trial of Licensed Product.	***	***
	5.   Dosing
    of first patient by a Regulatory Authority approved Phase III Clinical Trial of Licensed Product.	***	***
	6.   Regulatory
    Approval of Licensed Product in a major licensed country (e.g. US, EU country, or JP).	***	***
	7.   Launch
    of Licensed Product in a major licensed country (e.g. US, EU country, or JP).	***	***
	8.   Regulatory
    Approval of Licensed Product in a non-major licensed country. (e.g. CA, CN, or AU)	***	***
	9.   Launch
    of Licensed Product in a non-major licensed country. (e.g. CA, CN, or AU)	***	***


 


 


Section 20.5 Therapeutic Research and Development Sublicense.
Should Licensee sublicense the licensed therapeutic and/or treatment rights, Licensee shall require milestones and fees at
least as stringent as those outlined in section 20.4 above.


 


Section 20.6 Additional CLIA Product Launch.
For each subsequent CLIA validation of Licensed Product or Licensed Service for diagnosis and/or prognosis of colon cancer, launched
after ***, Licensee shall pay Licensor *** dollars.


 




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Section 20.7 First Sale of Additional
Products in United States of America. For each subsequent first Sale of any new Licensed Product or Licensed Service
for the diagnosis and/or prognosis of colon cancer, Sold or launched after *** in any country outside of the United States,
Licensee shall pay Licensor a fee of *** dollars.


 


Section 20.8  First Sale of Additional Products
in any Non-U.S.A. Country. For each subsequent first Sale of any new Licensed Product or Licensed Service for the diagnosis
and/or prognosis of colon cancer, which are Sold or launched after *** in the United States, Licensee shall pay Licensor a fee
of *** dollars.


 


Section 20.9 Identification of Sublicense Partners.
For each Sublicensee brought to Licensee by Licensor that results in a successful negotiation of a Sublicense Agreement, Licensee
shall pay to Licensor *** within thirty (30) days of the execution of said Sublicense Agreement.


 


Section 20.10 Termination Penalty. Should Licensee
terminate this Agreement within two years of the Effective Date, Licensee shall pay Licensor two million five hundred thousand
($2,500,000) dollars in addition to the requirements of section 7 below.


 


Section 20.11 Diagnostic & Prognostic
Sublicense.  Licensee agrees to sublicense, nonexclusively and under reasonable terms, the diagnostic and/or prognostic
field of use covered only by the Patent Rights/Technology Rights identified in Section 1 as jointly owned with the NIH and as
referenced in section 20.1 above, to non-profit and commercial entities requesting such a sublicense or referred by Licensor or
NIH to Licensee.


 


21. No Other Promises and Agreements; Representation
by Counsel. Licensee expressly represents and warrants and does hereby state and represent that no promise or agreement
which is not herein expressed has been made to Licensee in executing this Patent & Technology License Agreement except those
explicitly set forth herein and in the Terms and Conditions, and that Licensee is not relying upon any statement or representation
of Licensor or its representatives. Licensee is relying on Licensee’s own judgment and has had the opportunity to be represented
by legal counsel. Licensee hereby represents and warrants that Licensee understands and agrees to all terms and conditions set
forth in this Patent & Technology License Agreement and said Terms and Conditions.


 


22. Deadline for Execution by Licensee. If this
Patent & Technology License Agreement is executed first by the Licensor and is not executed by the Licensee and received by
the Licensor at the address and in the manner set forth in Section 18 of the Terms and Conditions within thirty (30) days of the
date of signature set forth under the Licensor’s signature below, then this Patent & Technology License Agreement shall
be null and void and of no further effect.


 


IN WITNESS WHEREOF, the Parties hereto have caused their duly
authorized representatives to execute this Patent & Technology License Agreement.


 


	LICENSOR: Ohio State INNOVATION FOUNDATION	 	LICENSEE: MICROLIN BIO, INC.
	 	 	 	 	 
	By	/s/ Timothy R. Wright	 	By	/s/ Joseph Hernandez
	Timothy R. Wright	 	Joseph Hernandez
	Interim President	 	Chairman


 


	Date 	9/10/13	 	Date 	9/10/13


  




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EXHIBIT
A


Terms and
Conditions of Patent & Technology License


 


These Terms and Conditions of Patent & Technology License
(“Terms and Conditions”) are incorporated by reference into the Patent & Technology License Agreement to which
they are attached. All Section references in these Terms and Conditions shall be references to provisions in these Terms and Conditions
unless explicitly stated otherwise.


 


		1.	Definitions



 


“Actively Commercialize”
means having a commercially effective, reasonably funded (as compared to other similarly situated companies), ongoing and
active research, development, manufacturing, marketing and/or sales program directed toward obtaining regulatory approval, production
and/or Sales of Licensed Product(s) in a Field of Use in the Licensed Territory.


 


“Affiliate” means any business
entity more than 50% owned by Licensee, any business entity which owns more than 50% of Licensee, or any business entity that
is more than 50% owned by a business entity that owns more than 50% of Licensee.


 


“Agreement” means collectively
(i) these Terms and Conditions, and (ii) the Patent & Technology License Agreement.


 


“CLIA” means Clinical Laboratory
Improvement Amendments


 


“Commercialization
Plan” means the written commercialization plan attached as Appendix B of the Patent & Technology License Agreement.


 


“Contract Quarter” means the three-month
periods indicated as the Contract Quarter in Section 1 of the Patent & Technology License Agreement, or any stub period thereof
at the commencement of the Agreement or the expiration or termination of the Agreement.


 


“Contract Year” means the 12-month
periods indicated as the Contract Year in Section 1 of the Patent & Technology License Agreement, or any stub period
thereof at the commencement of the Agreement or the expiration or termination of the Agreement.


 


“...Covered By...”
means a claim or claims within any pending or issued patent included in the Patent Rights claiming all, a portion, or a component
or step of a Licensed Process, Licensed Product, or Licensed Service.


 


“Effective Date” means the date
indicated as the Effective Date in Section 1 of the Patent & Technology License Agreement.


 


“Fair Market Value” means the
cash consideration an unaffiliated, unrelated buyer would pay in an arm’s length sale of a substantially identical item
sold in the same quantity, under the same terms, and at the same time and place.


 


“FDA” means United States Food
and Drug Administration.


 


“Field of Use” means the field
indicated as the Field of Use identified in Section 1 of the Patent & Technology License Agreement.


 




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“Government” means any agency,
department or other unit of the United States of America or the State of Ohio.


 


“Gross Consideration” means all
cash and non-cash consideration (e.g., securities).


 


“IND” means investigational new
drug application, clinical study application, clinical trial exemption, or similar application or submission for approval to conduct
human clinical investigations filed with or submitted to a Regulatory Authority in conformance with the requirements of such Regulatory
Authority.


 


“Inventors” (or singly, “Inventor”)
means the inventors identified in the definition of Patent Rights/Technology Rights in Section 1 of the Patent & Technology
License Agreement.


 


“Licensed Process” means a method,
procedure, process, or other subject matter whose practice or use is Covered By any claim or claims included within the Patent
Rights or uses Technology Rights.


 


“Licensed Product” means any product,
apparatus, kit, test having a panel of either a single nucleotide or two or more nucleotides in combination or component thereof
(i) whose manufacture, use, sale, offer for sale or import is Covered By any claim or claims included within the Patent Rights
or incorporates any Technology Rights, or (ii) which is made using a Licensed Process or another Licensed Product.


 


“Licensed Service” means performance
of a service for any consideration using a Licensed Product, or the practice of a Licensed Process. For clarity, research and
development of Licensed Products by Licensee, its Affiliates, or a Sublicensee does not constitute a Licensed Service.


 


“Licensed Subject Matter” means
Patent Rights and/or Technology Rights


 


“Licensee” means the Party identified
as the Licensee in Section 1 of the Patent & Technology License Agreement.


 


“Licensor” means the Party identified
as the Licensor in Section 1 of the Patent & Technology License Agreement.


 


“Milestone Fees” means all fees
identified as Milestone Fees in Section 3.1(b) of the Patent & Technology License Agreement.


 


“Net Sales” means the Gross Consideration
from the Sale of Licensed Products, Licensed Processes, or Licensed Services less the following items directly attributable to
the Sale of such Licensed Products that are specifically identified on the invoice for such Sale and borne by the Licensee, Affiliates,
or Sublicensees as the seller: (a) discounts and rebates actually granted; (b) sales, value added, use and other taxes and government
charges actually paid, excluding income taxes; (c) import and export duties actually paid; (d) freight, transport, packing and
transit insurance charges actually paid or allowed; and (e) other amounts actually refunded, allowed or credited due to rejections
or returns, but not exceeding the original invoiced amount.


 


“Non-Royalty Sublicensing Consideration"
means the Gross Consideration received by the Licensee or its Affiliate from a Sublicensee in consideration of the grant of
a sublicense under the Licensed Subject Matter (including, without limitation, license or option or distribution fees, fees to
maintain license rights, and bonus/milestone payments), but excluding amounts received as running royalties, a profit share, or
other revenue sharing based on Net Sales for which Licensor receives a running royalty under Section 3.2. For the avoidance of
doubt, Non-Royalty Sublicensing Consideration shall not include bona fide: (a) running royalties received by Licensee or an Affiliate
based on Net Sales that are royalty-bearing to Licensor under Section 3.2, (b) purchase price for Licensee’s stock or other
securities not in excess of Fair Market Value, and (iii) amounts paid and used exclusively for research and development of Licensed
Products or Licensed Services by Licensee.


 




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“Patent & Technology License Agreement”
means the particular Patent & Technology License Agreement to which these Terms and Conditions are attached and incorporated
into by reference.


 


“Patent Rights” means the Licensor’s
rights in: (a) the patents and patent applications listed in Section 1 of the
Patent & Technology License Agreement; (b) all non-provisional patent applications that claim priority to any of
the provisional applications listed in Section 1 of the Patent &
Technology License Agreement to the extent the claims of such non-provisional applications are entitled to claim priority to such
provisional applications; (c) all divisionals, continuations and continuations-in-part
(excluding new matter and claims containing new matter) of the non-provisional
patent applications identified in (a) and (b), above to the extent that claims of such continuations-in-part are entitled
to claim priority to at least one of the patent applications
identified in (a) or (b), above; (d) all reissues, reexaminations, extensions, and foreign counterparts
of any of the patents or patent applications identified in (a), (b) or (c), above; and (e) any patents that issue with
respect to any of the patent applications
listed in (a), (b) , (c) or (d), above.  From time to time during the term of the Agreement, upon written agreement
by both Parties, Licensee and Licensor shall update the list of all patent applications and patents within the Patent Rights.


 


"Phase I Clinical Trial"
means a controlled human clinical study that would satisfy the requirements of 21 CFR 312.21(a), designed to provide evidence
of safety and tolerability, metabolism, and pharmacological activity, the adverse experiences associated with increasing doses,
and, possibly, early evidence of efficacy of a Compound. Any clinical study in healthy volunteers is a Phase I Clinical
Study.


 


"Phase II Clinical Trial"
means a controlled human clinical study that would satisfy the requirements of 21 CFR 312.21(b), conducted to study the effectiveness
and establish the dose range of a Product for a particular Indication in patients with the disease or condition under study, including
a Phase IIA Clinical Study or Phase IIB Clinical Study.


 


"Phase IIA Clinical
Trial" means a relatively small Phase II Clinical Study designed to study the effectiveness of a particular Product against
placebo or other positive controls for a particular indication in patients with the disease or condition under study, including
narrowing the optimal dose, the potential utility, and common short-term side effects of the Product.


 


"Phase IIB Clinical
Trial" means a relatively longer and larger Phase II Clinical Study designed to study the effectiveness of different
doses of a particular Product against placebo or other positive controls for a particular Indication in patients with the disease
or condition under study, which is determined by the PDC to be a Phase IIB Clinical Study.


 


"Phase III Clinical
Trial" means a large, controlled or uncontrolled Clinical Study that would satisfy the requirements of 21 CFR 312.21(c),
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.


 


“Prosecution Counsel” means the
law firm or attorney who is handling the prosecution of the Patent Rights. Prosecution Counsel as of the Effective Date is identified
in Section 1 of the Patent & Technology License Agreement.


 


“Quarterly Payment Deadline” means
the day that is thirty (30) days after the last day of any particular Contract Quarter.


 


“Regulatory Approval” means the
approval needed by the Regulatory Authority for a particular national jurisdiction to market, Sell and use a Licensed Product
or Licensed Service in that national jurisdiction.


 




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“Regulatory Authority” means the
governmental authority responsible for granting any necessary licenses or approvals for the marketing, Sale and use of a Licensed
Product or Licensed Service in a particular national jurisdiction, including without limitation FDA, European Medicines Agency
or Koseisho (i.e., the Japanese Ministry of Health and Welfare).


 


“Sell, Sale or Sold” means
any transfer or other disposition of Licensed Products or Licensed Services for which consideration is received by Licensee, its
Affiliates or Sublicensees. A Sale of Licensed Products or Licensed Services will be deemed completed at the time Licensee or
its Affiliate or its Sublicensee receives such consideration.


 


“Sublicense Agreement” means any
agreement or arrangement pursuant to which Licensee (or an Affiliate or Sublicensee) grants to any third party any of the license
rights granted to the Licensee under the Agreement.


 


“Sublicense Fee” means the fee
specified in Section 3.1(e) of the Patent & Technology License Agreement.


 


“Sublicensee” means any entity
to which an express sublicense has been granted under the Patent Rights and/or Technology Rights. For clarity, a third party wholesaler
or distributor who has no significant responsibility for marketing and promotion of the Licensed Product or Licensed Services
within its distribution territory or field (i.e., the third party simply functions as a reseller), and who does not pay any consideration
to Licensee or an Affiliate for such wholesale or distributor rights, shall not be deemed a Sublicensee; and the resale by such
a wholesaler or distributor shall not be treated as royalty bearing Net Sales by a Sublicensee provided that a royalty is being
paid by Licensee for the initial transfer to the wholesaler or distributor pursuant to Section 3.2. This definition does not limit
Licensee’s rights to grant or authorize sublicenses under the Agreement.


 


“Technology Rights” means Licensor’s
rights in technical information, know-how, processes, procedures, compositions, devices, methods, formulas, protocols, techniques,
designs, drawings or data created before the Effective Date by Inventors while employed at The Ohio State University (“OSU”)
and within the Field of Use which are not Covered By any claim or claims included within the Patent Rights, but which are either
(1) directly related to the Tech ID listed in Section 1 of the Patent & Technology License Agreement or (2) necessary for
practicing inventions claimed in patents and/or patent applications listed in the definition of Patent Rights whether outstanding,
expired or abandoned.


 


“Territory” means the territory
so indicated as the Territory in Section 1 of the Patent & Technology License Agreement.


 


		2.	License Grant and Commercialization



 


		2.1	Grant

                                         




		(a)	Licensor grants to Licensee a royalty-bearing exclusive license
                                         under Patent Rights to manufacture, have manufactured, distribute, have distributed,
                                         use, offer for Sale, Sell, lease, loan and/or import Licensed Products in the Field of
                                         Use in the Territory and to perform Licensed Services in the Field of Use in the Territory.



 


		(b)	Licensor grants to Licensee a royalty-bearing non- exclusive
                                         sublicense under Technology Rights to manufacture, have manufactured, distribute, have
                                         distributed, use, offer for Sale, Sell, lease, loan and/or import Licensed Products in
                                         the Field of Use in the Territory and to perform Licensed Services in the Field of Use
                                         in the Territory.



 




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		(c)	This grant is subject to (i) the payment by Licensee to
                                         Licensor of all consideration required under the Agreement, (ii) any rights of, or obligations
                                         to, the Government as set forth in Section 11.2 (Government Rights), and (iii) rights
                                         retained by Licensor to:



 


		(1)	Publish the scientific findings from research related to the
                                         Patent Rights; and



 


		(2)	Use the Licensed Subject Matter for teaching, research, patient
                                         care, education, and other educationally-related purposes; and



 


		(3)	Grant rights to,
                                         and transfer material embodiments of, the Licensed Subject Matter to other academic institutions
                                         or non-profit research institutions for the purposes identified in clauses (1) and (2)
                                         above.



 


(d)
        Licensor reserves all rights not expressly granted in the Agreement including, but not limited to, any other licenses,
implied or otherwise, to any patents or other rights of Licensor, regardless of whether such patents or other rights are
dominant or subordinate to any rights expressly granted in the Agreement, or are required to exploit any rights expressly
granted in the Agreement.


 


		2.2	Affiliates



Licensee may extend the license granted herein to any
Affiliate provided that the Affiliate agrees in writing to be bound by the Agreement to the same extent as Licensee.  For
the sake of clarity, any specific reference to “Licensee” herein shall include such Affiliate regardless of whether
a specific reference to an “Affiliate” is made in such provision. Licensee agrees to deliver such written agreement
to Licensor within thirty (30) calendar days following execution.


 


		2.3	Sublicensing



Licensee has the right to grant Sublicense Agreements
under the Licensed Subject Matter consistent with the terms of the Agreement, subject to the following:


 


		(a)	A Sublicense Agreement shall not exceed the scope and rights
                                         granted to Licensee hereunder. Sublicensee must agree in writing to be bound by the applicable
                                         terms and conditions of the Agreement and shall indicate that Licensor is a third party
                                         beneficiary of the Sublicense Agreement. In the event of termination of this Agreement,
                                         continued sublicense rights shall be governed by Section 7.5(a) (Effect of Termination).
                                         Licensee has no right to grant a Sublicensee the right to grant further sub-Sublicense
                                         Agreements.



 


		(b)	Licensee shall deliver to Licensor a true, complete, and correct
                                         copy of each Sublicense Agreement granted by Licensee, Affiliate or Sublicensee, and
                                         any modification or termination thereof, within thirty (30) days following the applicable
                                         execution, modification, or termination of such Sublicense Agreement. All Sublicense
                                         Agreements will be in English.



 


		(c)	Notwithstanding any such Sublicense Agreement, Licensee will
                                         remain primarily liable to Licensor for all of the Licensee’s duties and obligations
                                         contained in the Agreement, including without limitation the payment of running royalties
                                         due under Section 3.2 whether or not paid to Licensee by a Sublicensee. Any act or omission
                                         of a Sublicensee that would be a breach of the Agreement if performed by Licensee will
                                         be deemed to be a breach by Licensee. Each Sublicense Agreement will contain a right
                                         of termination by Licensee in the event that the Sublicensee breaches the payment or
                                         reporting obligations affecting Licensor or any other terms and conditions of the Sublicense
                                         Agreement that would constitute a breach of the Agreement if such acts were performed
                                         by Licensee.



 




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		2.4	Diligent Commercialization



Licensee by itself or through its Affiliates and Sublicensees
will use diligent and commercially reasonable efforts to implement the Commercialization Plan and to Actively Commercialize Licensed
Products and/or Licensed Services (as applicable) in the Field of Use within the Territory. Without limiting the foregoing, Licensee
will


 


		(a)	maintain a bona fide, funded, ongoing and active research, development,
                                         manufacturing, regulatory, marketing or sales program (all as commercially reasonable)
                                         to make License Products and/or Licensed Services commercially available to the public
                                         as soon as commercially practicable, and



 


		(b)	fulfill the milestone events specified in Section 2.4 of the
                                         Patent & Technology License Agreement by the deadlines indicated therein.



 


If the obligations under this Section 2.4 are not fulfilled,
Licensor may treat such failure as a breach in accordance with Section 7.3(b).


 


		3.	Compensation



 


In consideration of rights granted to Licensee, Licensee
will pay Licensor the following fees and royalties. All fees and royalties are not refundable and are not creditable against other
fees and royalties. Each payment will reference the Patent & Technology License Agreement number and will be sent to Licensor’s
payment and accounting contact in Section 18 (Notices) of the Patent & Technology License Agreement.


 


		3.1	Non-Royalty Payments due from Licensee



 


		(a)	Patent Expenses. Licensee will reimburse Licensor for
                                         the past patent expenses stated in Section 3.1(a) and Section 20.1 of the Patent &
                                         Technology License Agreement within fifteen (15) days after the Effective Date. The stated
                                         amount is the current estimate for past patent expenses based on invoices received by
                                         the Licensor through the stated date. Licensee’s obligations to pay all past and
                                         future patent expenses pursuant to Section 6 (Patent Expenses and Prosecution) will not
                                         be limited by such amount.



 


		(b)	Milestone Fees. Licensee will pay Milestone Fees indicated
                                         in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment
                                         Deadline for the Contract Quarter in which the milestone events set forth in Section
                                         3.1(b) of the Patent & Technology License Agreement are achieved.



 


		(c)	Upfront Fee. Licensee will pay the amount of the Upfront
                                         Fee set forth in Section 3.1(c) of the Patent & Technology License Agreement on the
                                         Effective Date.



 


		(d)	License Maintenance Fees. Licensee will pay license fees
                                         in the amounts set forth in Sections 3.1(d) of the Patent & Technology License Agreement
                                         in accordance with the stated schedule.



 


		(e)	Sublicense Fees. Licensee will pay Sublicense Fees indicated
                                         in Section 3.1(e) of the Patent & Technology License Agreement on or before the Quarterly
                                         Payment Deadline for the Contract Quarter.



 


 


 




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		(f)	Assignment Fee. Licensee will pay the assignment fee set
                                         forth in Section 3.1(f) of the Patent & Technology License Agreement within fifteen
                                         (15) days of the assignment of the Agreement.



 


		3.2	Royalties



Licensee will pay running royalties
on Net Sales in each Contract Quarter on or before the Quarterly Payment Deadline for such Contract Quarter, as
follows: (a) at the rate set forth in Section 3.2(a) of the Patent & Technology License Agreement on Net Sales in each Contract
Quarter for Licensed Products and Licensed Services Covered By any claim or claims included within the Patent Rights;
and (b) at the rate set forth in Section 3.2(b) of the Patent & Technology License Agreement on Net Sales in each Contract
Quarter for Licensed Products and Licensed Services not Covered By any claim or claims included within the Patent Rights.
No royalty shall be payable under this Section 3.2 with respect to (i) Sales to an Affiliate or Sublicensee of a particular
unit of Licensed Product that is used by such Affiliate or Sublicensee to perform a Licensed Service if Licensor is paid a royalty
on the Sale of such Licensed Service, (ii) the Sale of Licensed Products between or among Licensee, its Affiliates, and Sublicensees
for re-sale purposes, provided Licensor is paid a royalty with respect to the re-sale, or (iii) payments that constitute Non-Royalty
Sublicensing Consideration.


 


		3.3	Minimum Royalties



If royalties paid to Licensor do not reach the minimum
royalty amounts stated in Section 3.3 of the Patent & Technology License Agreement for the specified periods, Licensee will
pay Licensor on or before the Quarterly Payment Deadline for the last Contract Quarter in the stated period an additional amount
equal to the difference between the stated minimum royalty amount and the actual royalties paid to Licensor.


 


		3.4	Non-cash Consideration



 


If Licensee receives or anticipates receipt of non-cash
consideration from Sales or Sublicenses, the manner in which Licensor will receive its compensation under the Agreement with respect
to such non-cash consideration will be negotiated in good faith and timely agreed to by the Parties.


 


		4.	Reports and Plans



 


The reports specified in this Section 4 will be sent
to Licensor’s payment and reporting contact identified in Section 18 (Notices) of the Patent & Technology License Agreement.
If Licensor requests to have information submitted in a particular format, Licensee will use reasonable efforts to comply with
such request.


 


		4.1	Quarterly Payment and Milestone Reports



On or before each Quarterly Payment Deadline, Licensee
will deliver to Licensor a true and accurate report, certified by an officer of Licensee, giving such particulars of the business
conducted by Licensee, its Affiliates and its Sublicensees (including copies of reports provided by Sublicensees and Affiliates
to Licensee) during the preceding Contract Quarter under the Agreement as necessary for Licensor to account for Licensee’s
payments, including royalties, hereunder, even if no payments are due. The reports shall continue to be delivered after the termination
or expiration of the Agreement until such time as all Licensed Products permitted to be Sold after termination or expiration have
been Sold or destroyed. The report shall include:


 


		(a)	The name of the Licensee, the Patent & Technology License
                                         Agreement number, and the period covered by the report;



  




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		(b)	The name of any Affiliates and Sublicensees whose activities
                                         are also covered by the report;




 


		(c)	Identification of each Licensed Product and Licensed Service
                                         for which any royalty payments have become payable;




 


		(d)	Net Sales segregated on a product-by-product basis, and a
                                         country-by-country basis, or an affirmative statement that no Sales were made. The report
                                         shall also itemize the permitted deductions from the Gross Consideration used to arrive
                                         at the resulting Net Sales, on a product-by-product and country-by-country basis;




 


		(e)	The applicable royalty rate;




 


		(f)	An affirmative statement of whether any milestones with deadlines
                                         in that Contract Quarter under Section 2.4 and any milestones under Section 3.1(b) were
                                         met or not, and the resulting Milestone Fee payable;




 


		(g)	Non-Royalty Sublicensing Consideration received by Licensee
                                         segregated on a Sublicense-by-Sublicense basis, or an affirmative statement that none
                                         was received;




 


		(h)	If any consideration was received in currencies other than
                                         U.S. dollars, the report shall describe the currency exchange calculations; and




 


		(i)	Any changes in accounting methodologies used to account for
                                         and calculate the items included in the report since the previous report.



 


		4.2	Annual Written Progress Report and Commercialization
Plan



Within forty five (45) days following the end of each
Contract Year, Licensee will deliver to Licensor a true and accurate signed written progress report, that summarizes (i) Licensee’s
efforts and accomplishments during the Contract Year to diligently commercialize Licensed Products and Licensed Services, and
(ii) Licensee’s development and commercialization plans with respect to Licensed Products and Licensed Services for the
next Contract Year. The report shall also cover such activities by Affiliates and Sublicensees. The report shall contain the following
information to the extent relevant to the activities under the Agreement:


 


		(a)	The name of the Licensee, the Patent & Technology License
                                         Agreement number, the names of any Affiliates and Sublicensees, and the products and
                                         services being developed and/or commercialized;




 


		(b)	The progress toward completing and the plans for completing
                                         the applicable milestone events pursuant to Sections 2.4 and 3.1(b); and



  


		(c)	The research and development activities, including status
                                         and plans for obtaining any necessary Regulatory Approvals, performed during the past
                                         year, and the plans for research and development activities for the next year.



 


		4.3	Government and Economic Development Reporting



If Licensor requests, Licensee will provide information
for Licensor’s Government and economic development reporting purposes, including the following:


 


		(a)	Number and geographic location of new full-time employees
                                         created during the past Contract Year; total number and geographic location of full-time
                                         employees of Licensee at the end of such Contract Year;



  




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		(b)	Dollar amount of new equity financing received by Licensee
                                         during the past Contract Year, and current capitalization, including number and class
                                         of outstanding securities;




 


		(c)	Location and square footage of facilities; and




 


		(d)	Other information required under Federal and state law.



  


This information shall be treated as Licensee’s
Confidential Information; provided that Licensor is entitled to combine such information with similar information from other Licensor
licensees and publicly report such combined aggregate information, without identifying Licensee’s separate specific applicable
numbers. If and when Licensee has more than two hundred (200) full-time employees, then no further economic development reports
will be required from Licensee.


 


		5.	Payment, Records, and Audits



 


		5.1	Payments



All amounts referred to in the
Patent & Technology License Agreement are expressed in U.S. dollars without deductions for taxes, assessments, fees, or charges
of any kind. Each payment will reference the agreement number set forth at the beginning of the Patent & Technology License
Agreement. All payments to Licensor will be made in U.S. dollars by check or wire transfer (Licensee to pay all wire transfer
fees) payable to the payee identified in Section 18 of the Patent & Technology License Agreement and sent to the payment and
reporting contact in Section 18 (Notices) of the Patent & Technology License Agreement.


 


		5.2	Sales Outside the U.S.



If any currency conversion shall be required in connection
with the calculation of payments hereunder, such conversion shall be made using the rate used by Licensee for its financial reporting
purposes in accordance with Generally Accepted Accounting Principles (or foreign equivalent) or, in the absence of such rate,
using the average of the buying and selling exchange rate for conversion between the foreign currency and U.S. Dollars, for current
transactions as reported in The Wall Street Journal on the last business day of the Contract Quarter to which such payment
pertains. Licensee may not make any tax withholdings from payments to Licensor, but Licensor agrees to supply to Licensee, upon
written request, appropriate evidence from appropriate U.S. governmental agencies showing that Licensor is a resident of
the United States of America for purposes of the U.S. income tax laws and is tax-exempt under such income tax laws.  


 


		5.3	Late Payments



Amounts that are not paid when due will accrue a late
charge from the due date until paid, at a rate equal to 1.0% per month (or the maximum allowed by law, if less).


 


		5.4	Records



For a period of six (6) years after the Contract Quarter
to which the records pertain, Licensee agrees that it and its Affiliates and Sublicensees will each keep complete and accurate
records of their Sales, Net Sales, Milestone Fees, and Non-Royalty Sublicensing Consideration in sufficient detail to enable such
payments to be determined and audited.


 




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		5.5	Auditing



Licensee and its Affiliates will permit Licensor or
its representatives, at Licensor’s expense, to periodically examine books, ledgers, and records during regular business
hours, at Licensee’s or its Affiliate’s place of business, on at least thirty (30) days advance notice, to the extent
necessary to verify any payment or report required under the Agreement. For each Sublicensee, Licensee shall obtain such audit
rights for Licensor or itself. If Licensee obtains such audit rights for itself, it will promptly conduct an audit of the Sublicensee’s
records upon Licensor’s request, and Licensee will furnish to Licensor a copy of the findings from such audit. No more than
one audit of Licensee, each Affiliate, and each Sublicensee shall be conducted under this Section 5.5 in any calendar year.
If any amounts due Licensor have been underpaid, then Licensee shall immediately pay Licensor the amount of such underpayment
plus accrued interest due in accordance with Section 5.3. If the amount of underpayment is equal to or greater than 5% of
the total amount due for the records so examined, Licensee will pay the cost of such audit. Such audits may, at Licensor’s
sole discretion, consist of a self-audit conducted by Licensee at Licensee’s expense and certified in writing by an authorized
officer of Licensee. All information examined pursuant to this Section 5.5 shall be deemed to be the Confidential Information
of the Licensee.


 


		6.	Patent Expenses and Prosecution



 


		6.1	Patent Expenses



Licensee shall pay for all past documented, out-of-pocket
expenses incurred by Licensor for filing, prosecuting, defending and maintaining Patent Rights and related patent searches through
the Effective Date of the Agreement, including those identified in Section 3.1(a) of the Patent & Technology License Agreement,
and all such future expenses incurred by Licensor, for so long as, and in such countries as the Agreement remains in effect. Licensee
will pay all patent expenses (except for the payment called for under Section 3.1(a)), including past expenses that have not been
invoiced as of the date indicated in Section 3.1(a) of the Patent & Technology License Agreement and future expenses, within
thirty (30) days after Licensee’s receipt of an invoice. At the election of Licensor, Licensee will either pay Prosecution
Counsel directly for patent expenses or will reimburse Licensor for such patent expenses. Patent expense payment delinquencies
(whether owed directly to Prosecution Counselor to Licensor) will be considered a payment default under Section 7.3(a).


 


		6.2	Direction of Prosecution



Licensor will confer with Licensee to develop a strategy
for the prosecution and maintenance of Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution
Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, to the extent
practicable under the circumstances. At its discretion, Licensor may allow Licensee to instruct Prosecution Counsel directly,
provided, that (a) Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent
Rights, (b) Licensor may revoke this authorization to instruct Prosecution Counsel directly at any time, and (c) the Prosecution
Counsel remains counsel to the Licensor with an appropriate contract (and shall not jointly represent Licensee unless requested
by Licensee and approved by Licensor, and an appropriate engagement letter and conflict waiver are in effect). If Licensee wishes
to instruct Prosecution Counsel directly or change Prosecution Counsel, Licensee may request to do so by following the Licensor’s
procedures for such. Licensor reserves in its sole discretion the ability to change Prosecution Counsel and to approve or disapprove
any requested changes by Licensee. The Parties agree that they share a common legal interest to get valid enforceable patents
and that Licensee will maintain as privileged all information received pursuant to this Section.


 


		6.3	Ownership



All patent applications and patents will be in the
name of Licensor (and any co-owner identified in Section 1 of the Patent & Technology License Agreement) and owned by Licensor
(and such co-owner, if any). No payments due under the Agreement will be reduced as the result of co-ownership interests in the
Patent Rights by Licensee or any other party.


 




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		6.4	Foreign Filings



In addition to the U.S., the Patent Rights shall, subject
to applicable bar dates, be pursued in such foreign countries as Licensee so designates in writing to Licensor in sufficient time
to reasonably enable the preparation of such additional filings, and in those foreign countries in which Licensor has filed applications
prior to the Effective Date. If Licensee does not choose to pursue patent rights in a particular foreign country and Licensor
chooses to do so, Licensee shall so notify Licensor and thereafter said patent application or patent shall no longer be included
in the Patent Rights and Licensee shall have no further rights thereto. Licensor shall have the right to make alternative arrangements
with Licensee for upfront payment of foreign patent expenses.


 


		6.5	Withdrawal from Paying Patent Costs



If at any time Licensee wishes to cease paying for
any costs for a particular Patent Right or for patent prosecution in a particular jurisdiction, Licensee must give Licensor at
least ninety (90) days prior written notice and Licensee will continue to be obligated to pay for the patent costs which reasonably
accrue during said notice period. Thereafter, said patent application or patent shall no longer be included in the Patent Rights
and Licensee shall have no further rights thereto.


 


		6.6	U.S. Patent and Trademark Office Entity Size Status



Licensee represents that as of the Effective Date the
entity size status of Licensee in accordance with the regulations of the U.S. Patent and Trademark Office is as set forth in Section
1 of the Patent & Technology License Agreement. Licensee will inform Licensor in writing on a timely basis of any change in
its U.S. Patent and Trademark Office entity size status.


 


		7.	Term and Termination



 


		7.1	Term



Unless earlier terminated as provided herein, the term
of the Agreement will commence on the Effective Date and continue until the last date of expiration or termination of the Patent
Rights, or if Technology Rights are licensed and no Patent Rights are applicable, for a term of 20 years.


 


		7.2	Termination by Licensee



Licensee,
at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination
effective will be ninety (90) days following receipt of such notice by Licensor.


 


		7.3	Termination by Licensor



Licensor,
at its option, may immediately terminate the Agreement, or any part of Licensed Subject Matter, or any part of Field of Use, or
any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s
decision to terminate, if any of the following occur:


 


		(a)	Licensee becomes in arrears in any payments due under the Agreement,
                                         and Licensee fails to make the required payment within thirty (30) days after delivery
                                         of written notice from Licensor; or



 


		(b)	Licensee is in breach of any non-payment provision of the Agreement,
                                         and does not cure such breach within ninety (90) days after delivery of written notice
                                         from Licensor;



 


		(c)	Licensor delivers notice to Licensee of three or more actual
                                         breaches of the Agreement in any 12-month period, even in the event that Licensee cures
                                         such breaches in the allowed period; or



 




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		(d)	Licensee or its Affiliate or Sublicensee initiates any proceeding
                                         or action to challenge the validity, enforceability, or scope of one or more of the Patent
                                         Rights, or assist a third party in pursuing such a proceeding or action.



 


		7.4	Other Conditions of Termination



The Agreement will terminate:


 


		(a)	Immediately without the necessity of any action being taken
                                         by Licensor or Licensee, (i) if Licensee files a bankruptcy action or becomes bankrupt
                                         or insolvent, or (ii) Licensee’s Board of Directors elects to liquidate its assets
                                         or dissolve its business, or (iii) Licensee ceases its business operations, or (iv) Licensee
                                         makes an assignment for the benefit of creditors, or (v) if the business or assets of
                                         Licensee are otherwise placed in the hands of a receiver, assignee or trustee, whether
                                         by voluntary act of Licensee or otherwise; or



 


(b)At any time by mutual
written agreement between Licensee and Licensor.


 


		7.5	Effect of Termination



If the Agreement is terminated
for any reason:


 


		(a)	All rights and licenses of Sublicensees shall terminate upon
                                         termination of the Agreement; provided however, if the Sublicense Agreement is for all
                                         of the Field of Use for all of the Territory, and the Sublicensee is in good standing
                                         and agrees in writing to assume all of the obligations of Licensee and provides Licensor
                                         with written notice thereof within thirty (30) days after termination of the Agreement,
                                         then such Sublicense Agreement shall survive; and



 


		(b)	Licensee shall cease making,
                                         having made, distributing, having distributed, using, selling, offering to sell, leasing,
                                         loaning and importing any Licensed Products and performing Licensed Services by the effective
                                         date of termination; and



 


		(c)	Licensee shall tender payment
                                         of all accrued royalties and other payments due to Licensor as of the effective date
                                         of termination; and



 


		(d)	Nothing in the Agreement will be construed to release either
                                         Party from any obligation that matured prior to the effective date of termination; and



 


		(e)	The provisions of Sections 8 (Confidentiality), 9 (Infringement
                                         and Litigation), 11 (Representations and Disclaimers), 12 (Limit of Liability), 13 (Indemnification),
                                         14 (Insurance), 17 (Use of Name), 18 (Notices), and 19 (General Provisions) will survive
                                         any termination or expiration of the Agreement. In addition, the provisions of Sections
                                         3 (Compensation), 4.1 (Quarterly Payment and Milestone Reports), 5 (Payment, Records
                                         and Audits), and 6.1 (Patent Expenses), and 20.2 (Payment Schedule for Past Patent Expenses)
                                         shall survive with respect to all activities and payment obligations accruing prior to
                                         the termination or expiration of the Agreement.



 


		8.	Confidentiality



 


		8.1	Definition



“Confidential Information” means
all information that is of a confidential and proprietary nature to Licensor or Licensee and provided by one Party to the other
Party under the Agreement.


 




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		8.2	Protection and Marking



Licensor and Licensee each agree that all Confidential
Information disclosed in tangible form, and marked “confidential” and forwarded to one by the other, or if disclosed
orally, is designated as confidential at the time of disclosure: (i) is to be held in strict confidence by the receiving Party,
(ii) is to be used by and under authority of the receiving Party only as authorized in the Agreement, and (iii) shall not be disclosed
by the receiving Party, its agents or employees without the prior written consent of the disclosing Party or as authorized in
the Agreement. Licensee has the right to use and disclose Confidential Information of Licensor reasonably in connection with the
exercise of its rights under the Agreement, including without limitation disclosing to Affiliates, Sublicensees, potential investors,
acquirers, and others on a need to know basis, if such Confidential Information is provided under conditions which reasonably
protect the confidentiality thereof. Each Party’s obligation of confidence hereunder includes, without limitation, using
at least the same degree of care with the disclosing Party’s Confidential Information as it uses to protect its own Confidential
Information, but always at least a reasonable degree of care.


 


		8.3	Confidentiality of Terms of Agreement



Each Party agrees not to disclose to any third party
the terms of the Agreement without the prior written consent of the other Party hereto, except each Party may disclose the terms
of the Agreement: (a) to advisors, actual or potential Sublicensees, acquirers or investors, and others on a need to know basis,
in each case, under appropriate confidentiality obligations substantially similar to those of this Section 8; and (b) to the extent
necessary to comply with applicable laws and court orders (including, without limitation, Ohio Public Records laws, as may be
amended from time to time, other open records laws, decisions and rulings, and securities laws, regulations and guidance). If
the Agreement is not for all fields of use, then Licensor may disclose the Field of Use to other potential third party licensees.
Notwithstanding the foregoing, the existence of the Agreement shall not be considered Confidential Information.


 


		8.4	Disclosure Required by Court Order or Law



If the receiving Party is required to disclose Confidential
Information of another Party hereto, or any terms of the Agreement, pursuant to the order or requirement of a court, administrative
agency, or other governmental body or applicable law, the receiving Party may disclose such Confidential Information or terms
to the extent required, provided that the receiving Party shall use reasonable efforts to provide the disclosing Party with reasonable
advance notice thereof to enable the disclosing Party to seek a protective order and otherwise seek to prevent such disclosure.
To the extent that Confidential Information so disclosed does not become part of the public domain by virtue of such disclosure,
it shall remain Confidential Information protected pursuant to Section 8.


 


		8.5	Copies



Each Party agrees not to copy or record any of the
Confidential Information of the other Party, except as reasonably necessary to exercise its rights or perform its obligations
under the Agreement, and for archival and legal purposes.


 


		8.6	Continuing Obligations



Subject to the exclusions listed in Section 8.7, the
Parties’ confidentiality obligations under the Agreement will survive termination of the Agreement and will continue for
a period of three (3) years thereafter.


 


		8.6	Exclusions



Information shall not be considered Confidential Information
of a disclosing Party under the Agreement to the extent that the receiving Party can establish by competent written proof that
such information:


 




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



 


		(b)	Later became part of the public domain
                                         through no act or omission of the recipient Party, its employees, agents, successors
                                         or assigns in breach of the Agreement; or



 


		(c)	Was lawfully disclosed to the recipient
                                         Party by a third party having the right to disclose it not under an obligation of confidentiality;
                                         or



 


		(d)	Was already known by the recipient Party at the time
of disclosure; or



 


		(e)	Was independently developed by the recipient Party without use
                                         of the disclosing Party’s Confidential Information.



 


		8.8	Copyright Notice



The placement of a copyright notice on any Confidential
Information will not be construed to mean that such information has been published and will not release the other Party from its
obligation of confidentiality hereunder.


 


		9.	Infringement and Litigation



 


		9.1	Notification



If either Licensor’s designated office for technology
commercialization or Licensee becomes aware of any infringement or potential infringement of Patent Rights, each Party shall promptly
notify the other of such in writing.


 


		9.2	Licensee’s Enforcement Rights



Licensee shall enforce the Patent Rights against any
infringement by a third party in the Field in the Territory.  Licensee shall be responsible for payment of all fees and expenses associated
with such enforcement incurred by Licensee and incurred by Licensor in providing cooperation or joining as a party as provided
in Section 9.4.  Any monetary recovery for actual damages or punitive damages, in excess of Licensee’s documented,
third-party expenses in enforcing the Patent Rights and amounts actually reimbursed by Licensee to Licensor under this Section
9.2 shall be shared by Licensee with Licensor in the same manner as Non-Royalty Sublicensing Consideration.


 


		9.3	Licensor’s Enforcement Rights



If Licensee does not file suit within six (6) months
after a written request by Licensor to initiate an infringement action, then Licensor shall have the right, at its sole discretion,
to bring suit to enforce any Patent Right licensed hereunder against the infringing activities, with Licensor retaining all recoveries
from such enforcement. If Licensor pursues such infringement action, Licensor may, as part of the resolution of such efforts,
grant non-exclusive license rights to the alleged infringer notwithstanding Licensee’s exclusive license rights.


 


		9.4	Cooperation between Licensor and Licensee



In any infringement suit or dispute, the Parties agree
to cooperate fully with each other. At the request of the Party bringing suit, the other Party will permit reasonable access after
reasonable advance notice to all relevant personnel, records, papers, information, samples, specimens, etc., during regular business
hours.


 


If it is necessary to name Licensor as a party in such
action, then Licensee must first obtain Licensor’s and the Ohio Attorney General’s prior written permission, which
permission shall not be unreasonably withheld, provided that Licensor shall have reasonable prior input on choice of counsel on
any matter where such counsel represents Licensor, and Licensee and such counsel agree to follow all required procedures of the
Ohio Attorney General regarding retention of outside counsel for state entities.


 




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		9.5	Contest of Validity



 


(a)          In the
event Licensee or its Sublicensee(s) (or a third party on its behalf) files any action contesting the validity or enforceability
of any Patent Rights and the provision in Section 7.3(d) is unenforceable, the Licensee (or its Sublicensee(s), if such Sublicensee
filed the action) shall pay a royalty rate of one and a half (1.5) times the royalty rate specified in Section 3.2 for all Net
Sales. Moreover, should the outcome of such contest determine that any claim of the Patent Rights challenged is both valid and
would be infringed by a Licensed Product, Licensed Process, or Licensed Service sold by Licensee (or its Sublicensee(s) if such
Sublicensee filed the action), if not for the license granted by this Agreement, Licensee (or its Sublicensee(s), if such Sublicensee
filed the action) shall thereafter, and for the remaining term of this Agreement, pay a royalty rate of two (2) times the royalty
rate specified in Section 3.2 for all Net Sales.


 


(b)         In the
event that Licensee or its Sublicensee(s) contests the validity or enforceability of any Patent Rights during the term of this
Agreement, Licensee agrees (and shall require its Sublicensee(s) to agree) to pay to Licensor all royalties due under the Agreement
during the period of challenge. For the sake of clarity, such amounts shall not be paid into any escrow or other account, but
directly to Licensor, and shall not be refunded.


 


(c)         In the
event that a validity or non-infringement challenge of any Patent Rights brought by Licensee is successful, Licensee shall have
no right to recoup any royalties paid before or during the period challenge.


  


		10.	Export Compliance



 


10.1       Licensee shall observe all applicable United
States and foreign laws and regulations with respect to the research, development, manufacture, marketing and transfer of Licensed
Products and related technical data, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the
Export Administration Regulation (collectively, the “Export Laws”). To this end, Licensee shall take all actions necessary
to comply with the Export Laws. Licensee hereby represents and covenants that Licensee:


 


		(i)	Is neither a national of nor controlled by a national of any
                                         country to which the United States prohibits the export or re-export of goods, services,
                                         or technology;



 


		(ii)	Is not a person specifically designated as ineligible to export
                                         from the United States or deal in U.S.-origin goods, services, or technologies;



 


		(iii)	Shall not export or re-export, directly or indirectly, any
                                         goods, services, or technology, to any country or person (including juridical persons)
                                         to which the United States prohibits the export of goods, technology or services; and



 


		(iv)	In the event that a United States government license or authorization
                                         is required for an export or re-export of goods, services, or technology (including technical
                                         information acquired from Licensor under this Agreement and/or any products created by
                                         using such technical information or any part thereof), the Licensee shall obtain any
                                         necessary United States government license or other authorization prior to undertaking
                                         the export or re-export.



 




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Licensee shall include a provision in its agreements,
substantially similar to this Section 10, with its Sublicensees, third party wholesalers and distributors, and physicians, hospitals
or other healthcare providers who purchase a Licensed Product, requiring that these parties comply with all then-current applicable
export laws and regulations and other applicable laws and regulations.


 


		11.	Representations and Disclaimers



 


		11.1	Licensor Representations



Except for the rights, if any, of the Government as
set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s designated office
for technology commercialization (i) Licensor is the owner or agent of the entire right, title, and interest in and to Patent
Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent & Technology License
Agreement), (ii) Licensor has the right to grant the license and sublicense hereunder, and (iii) Licensor has not knowingly granted
and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions
in the Agreement.


 


		11.2	Government Rights



Licensee understands that Licensed Subject Matter may
have been developed under a funding agreement with Government and, if so, that Government may have certain rights relative thereto.
The Agreement is made subject to the Government’s rights under any such agreement (NIH reference number L-003-2009) and
under any applicable Government law or regulation. To the extent that there is a conflict between any such agreement, such applicable
law or regulation and the Agreement, the terms of such Government agreement, and applicable law or regulation, shall prevail.
Licensee agrees that, to the extent required by U.S. laws and regulations, Licensed Products used or Sold in the U.S. will be
manufactured substantially in the U.S., unless a written waiver is obtained in advance from the U.S. Government.


 


		11.3	Licensor Disclaimers



EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11.1, LICENSEE
UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, AS TO THE LICENSED PRODUCTS OR LICENSED SERVICES, OR AS TO THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE,
MERCHANTABILITY, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF DEVELOPMENT, PATENTABILITY, NONINFRINGEMENT,
AND/OR BREADTH OF PATENT RIGHTS. LICENSOR MAKES NO REPRESENTATION AS TO WHETHER ANY CLAIM OR PATENT WITHIN PATENT RIGHTS IS VALID,
OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY LICENSOR THAT MIGHT BE REQUIRED FOR USE
OF PATENT RIGHTS IN FIELD OF USE. NOTHING IN THE AGREEMENT WILL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE
ANY LICENSE OR RIGHTS TO ANY PATENTS OR TECHNOLOGY OF LICENSOR OTHER THAN THE PATENT RIGHTS, WHETHER SUCH PATENTS ARE DOMINANT
OR SUBORDINATE TO THE PATENT RIGHTS, OR THE TECHNOLOGY RIGHTS SPECIFICALLY DESCRIBED HEREIN.


 


		11.4	Licensee Representation



By execution of the Agreement, Licensee represents,
acknowledges, covenants and agrees (a) that Licensee has not been induced in any way by Licensor or its employees to enter into
the Agreement, and (b) that Licensee has been given an opportunity to conduct sufficient due diligence with respect to all items
and issues pertaining to this Section 11 (Representations and Disclaimers) and all other matters pertaining to the Agreement;
and (c) that Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately
conduct the due diligence, and (c) that Licensee accepts all risks inherent herein. Licensee represents that it is a duly organized,
validly existing entity of the form indicated in Section 1 of the Patent & Technology License Agreement, and is in good standing
under the laws of its jurisdiction of organization as indicated in Section 1 of the Patent & Technology License Agreement,
and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder.


 




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		12.	Limit of Liability



 


IN NO EVENT SHALL LICENSOR, OSU, OR THEIR INVENTORS,
OFFICERS, EMPLOYEES, STUDENTS, TRUSTEES, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT
OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS OR SHOULD KNOW OF THE
POSSIBILITY OF SUCH DAMAGES. OTHER THAN FOR CLAIMS AGAINST LICENSEE FOR INDEMNIFICATION (SECTION 13) OR FOR MISUSE OR MISAPPROPRIATION
OR INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, LICENSEE WILL NOT BE LIABLE TO LICENSOR FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR IN
CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER LICENSEE KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY
OF SUCH DAMAGES.


 


		13.	Indemnification



 


		13.1	Indemnification Obligation



Licensee agrees to hold harmless, defend and indemnify
Licensor, OSU, and their officers, employees, students, inventors, trustees, agents, and consultants (“Indemnified Parties”)
from and against any liabilities, damages, causes of action, suits, judgments, liens, penalties, fines, losses, costs and expenses
(including, without limitation, reasonable attorneys’ fees and other expenses of litigation) (collectively “Liabilities”)
resulting from claims or demands brought by third parties against an Indemnified Party on account of any injury or death of persons,
damage to property, or any other damage or loss arising out of or in connection with the Agreement or the exercise or practice
by or under authority of Licensee, its Affiliates or their Sublicensees, or third party wholesalers or distributors, or physicians,
hospitals or other healthcare providers who purchase a Licensed Product, of the rights granted hereunder. Licensee shall have
no responsibility or obligation under the section for any Liabilities to the extent caused by the gross negligence or willful
misconduct by Licensor.


 


		14.	Insurance



 


		14.1	Insurance Requirements



Prior to any Licensed Product being used or Sold (including
for the purpose of obtaining Regulatory Approval), and prior to any Licensed Service being performed by Licensee, an Affiliate,
or by a Sublicensee, and for a period of five years after the Agreement expires or is terminated, Licensee shall, at its sole
cost and expense, procure and maintain commercial general liability insurance in commercially reasonable and appropriate amounts
for the Licensed Product being used or Sold or the Licensed Service being performed. Licensee shall use commercially reasonable
efforts to have Licensor, its officers, and employees named as additional insureds. Such commercial general liability insurance
shall provide, without limitation: (i) product liability coverage; (ii) broad form contractual liability coverage for
Licensee’s indemnification under the Agreement; and (iii) coverage for litigation costs.


 




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		14.2	Evidence of Insurance and Notice of Changes



Upon request by Licensor, Licensee shall provide Licensor
with written evidence of such insurance. Additionally, Licensee shall provide Licensor with written notice of at least sixty (60)
days prior to Licensee cancelling, not renewing, or materially changing such insurance.


 


		15.	Assignment



 


The Agreement may not be assigned by Licensee without
the prior written consent of Licensor, which consent will not be unreasonably withheld. For any permitted assignment to be effective,
(a) Licensee must be in good standing under this Agreement, (b) the Licensee must pay Licensor the assignment fee pursuant to
Section 3.1(f), and (c) the assignee must assume in writing (a copy of which shall be promptly provided to Licensor) all of Licensee’s
interests, rights, duties and obligations under the Agreement and agree to comply with all terms and conditions of the Agreement
as if assignee were an original Party to the Agreement.


 


		16.	Governmental Markings



 


		16.1	Patent Markings



Licensee agrees that all Licensed Products Sold by
Licensee, Affiliates, and Sublicensees will be marked in accordance with each country’s patent marking laws, including Title 35,
U.S. Code, in the United States.


 


		16.2	Governmental Approvals and Marketing of Licensed Products
and or Licensed Services



Licensee will be responsible for obtaining all necessary
governmental approvals for the development, production, distribution, Sale, and use of any Licensed Product or performance of
any Licensed Service, at Licensee’s expense, including, without limitation, any safety studies. Licensee will have sole
responsibility for any warning labels, packaging and instructions as to the use and the quality control for any Licensed Product
or Licensed Service.


 


		16.3	Foreign Registration and Laws



Licensee agrees to register the Agreement with any
foreign governmental agency that requires such registration; and Licensee will pay all costs and legal fees in connection with
such registration. Licensee is responsible for compliance with all foreign laws affecting the Agreement or the Sale of Licensed
Products and Licensed Services to the extent there is no conflict with United States law, in which case United States law will
control.


 


		17.	Use of Name



 


Licensee will not use the name, trademarks or other
marks of Licensor or OSU without the advance written consent of Licensor or OSU. Licensor and OSU may use Licensee’s
name and logo for annual reports, brochures, website and internal reports without prior consent.


 


		18.	Notices



 


Any notice or other communication of the Parties
required or permitted to be given or made under the Agreement will be in writing and will be deemed effective when sent in a manner
that provides confirmation or acknowledgement of delivery and received at the address set forth in Section 18 of the Patent &
Technology License Agreement (or as changed by written notice pursuant to this Section 18).
Notices required under the Agreement may be delivered via E-mail provided such notice is confirmed in writing as indicated.


 


Notices shall be provided to each Party as specified
in the “Contact for Notice” address set forth in Section 18 of the Patent & Technology License Agreement. Each
Party shall update the other Party in writing with any changes in such contact information.


 




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		19.	General Provisions



 


		19.1	Binding Effect



The Agreement is binding upon and inures to the benefit
of the Parties hereto, their respective executors, administrators, heirs, permitted assigns, and permitted successors in interest.


 


		19.2	Construction of Agreement



Headings are included for convenience only and will
not be used to construe the Agreement. The Parties acknowledge and agree that both Parties substantially participated in negotiating
the provisions of the Agreement; therefore, both Parties agree that any ambiguity in the Agreement shall not be construed more
favorably toward one Party than the other Party, regardless of which Party primarily drafted the Agreement.


 


		19.3	Counterparts and Signatures



The Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A Party
may evidence its execution and delivery of the Agreement by transmission of a signed copy of the Agreement via facsimile or email.
In such event, the Party shall promptly provide the original signature page(s) to the other Party.


 


		19.4	Compliance with Laws



Licensee will comply with all applicable federal, state
and local laws and regulations, including, without limitation, all export laws and regulations.


 


		19.5	Governing Law



The Agreement will be construed and enforced in accordance
with laws of the State of Ohio, without regard to choice of law and conflicts of law principles.


 


		19.6	Modification



Any modification of the Agreement will be effective
only if it is in writing and signed by duly authorized representatives of both Parties. No modification will be made by email
communications.


 


		19.7	Severability



If any provision hereof is held to be invalid, illegal
or unenforceable in any jurisdiction, the Parties hereto shall negotiate in good faith a valid, legal and enforceable substitute
provision that most nearly reflects the original intent of the Parties, and all other provisions hereof shall remain in full force
and effect in such jurisdiction and shall be construed in order to carry out the intentions of the Parties hereto as nearly as
may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of
such other provisions in any other jurisdiction, so long as the essential essence of the Agreement remains enforceable.


 


		19.8	Third Party Beneficiaries



Nothing in the Agreement, express or implied, is intended
to confer any benefits, rights or remedies on any entity, other than the Parties, OSU and their permitted successors and assigns.
However, if there is a joint owner of any Patent Rights identified in Section 1 of the Patent & Technology License Agreement
(other than Licensee), then Licensee hereby agrees that the following provisions of these Terms and Conditions extend to the benefit
of the co-owner identified therein (excluding the Licensee to the extent it is a co-owner) as if such co-owner was identified
in each reference to the Licensor: the retained rights under clause (b) of Section 2.1; Section 11.3 (Licensor Disclaimers); Section
12 (Limitation of Liability); Section 13 (Indemnification); Section 14.1 (Insurance Requirements); Section 17 (Use of Name); and
Section 19.10 (Sovereign Immunity, if applicable).


 




    	{00182041-1}Licensee: MicroLin Bio
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL
EXHIBIT A	Exclusive License (Life Sciences)
Page 29 of 37



    	 



    

 


		19.9	Waiver



Neither Party will be deemed to have waived any of
its rights under the Agreement unless the waiver is in writing and signed by such Party. No delay or omission of a Party in exercising
or enforcing a right or remedy under the Agreement shall operate as a waiver thereof.


 


		19.10	Sovereign Immunity



Nothing in the Agreement shall be deemed or treated
as any waiver of OSU’s sovereign immunity.


 


		19.11	Entire Agreement



The Agreement constitutes the entire Agreement between
the Parties regarding the subject matter hereof, and supersedes all prior written or verbal agreements, representations and understandings
relative to such matters.


 


		19.12	Claims Against Licensor for Breach of Agreement



Licensee acknowledges that any claim for breach of
the Agreement asserted by Licensee against Licensor shall be brought in a court of competent jurisdiction in Ohio and this is
Licensee’s sole and exclusive process for seeking a remedy for any and all alleged breaches of the Agreement by Licensor.


 


		19.13	Grant of Security Interest



Licensee hereby grants to Licensor a security interest
in and to Licensee's rights under the Patent & Technology License Agreement, as collateral security for the payment by Licensee
of any and all sums which may be owed from time to time by Licensee to Licensor. Licensor shall have all rights of a secured party
as specified in the Uniform Commercial Code relative to this security interest and the enforcement thereof. Licensee hereby authorizes
Licensor to file with the appropriate governmental agencies appropriate UCC-1 financing statements to evidence this security interest.


 


— END OF EXHIBIT A —


 




    	{00182041-1}Licensee: MicroLin Bio
 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL
EXHIBIT A	Exclusive License (Life Sciences)
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EXHIBIT
B


COMMERCIALIZATION
PLAN 


 


EXHIBIT C


PATENT APPLICATIONS 





 


	Tech ID	App. Title	Terr.	Patent or App.

No.	Filing Date
	2006-138	MicroRNA-Based Methods and Compositions for the Diagnosis, Prognosis and Treatment of Solid Cancers	Au	2007205163	07/03/08
	2006-138-1	 	Ca	
        2633754

        (Allowed
        claims)
	01/03/07
	2006-138-58	 	Ca	wAITING ON APPLICATION NUMBER	03/29/13
	2006-138	 	CN	2007-80005821.2	07/03/08
	2006-138-2	 	Ep	12154246.8	03/05/12
	2006-138-4	 	Ep	12154300.3	01/03/07
	2006-138-5	 	ep	12154301.1	01/03/07
	2006-138-6	 	ep	12154304.5	01/03/07
	2006-138-7	 	ep	12154307.8	01/03/07
	2006-138-8	 	ep	12154315.1	01/03/07
	2006-138-9	 	ep	12154321.9	01/03/07


 




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	2006-138-11	 	ep	12154326.8	03/05/12
	2006-138-13	 	ep	12154329.2	03/05/12
	2006-138-14	 	ep	12154332.6	03/05/12
	2006-138-15	 	ep	12154334.2	03/05/12
	2006-138-18	 	ep	12154341.7	03/05/12
	2006-138-19	 	ep	12154342.5	01/03/07
	2006-138-20	 	EP	12154343.3	01/03/07
	2006-138-23	 	ep	12154346.6	03/01/12
	2006-138-27	 	ep	12154350.8	03/01/12
	2006-138	 	hk	09108431.1	01/03/07
	2006-138	 	JP	2008-549555	01/03/07
	2006-138	 	jp	2012-183280	09/08/12
	2006-138-1	 	us	8,148,069	07/03/08
	2006-138-2	 	US	13/405,517	02/27/12
	2006-138-4	 	us	13/405,543	02/27/12
	2006-138-8	 	US	13/406,615	02/28/12
	2006-138-14	 	us	13/407,890	02/29/12


 




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	2006-009	Compositions and Methods for the Diagnosis and Therapy of BCL-2 Associated Cancers	au	
        2006291165

        ALLOWED
	09/11/06
	2006-009	 	ca	2,621,441	09/11/06
	2006-009	 	cn	
        ZL200680039776.8

        ISSUED
	09/11/06
	2006-009	 	cn	2012-10380806.9	10/10/12
	2006-009	 	ep	06814375.9	09/11/06
	2006-009	 	jp	2008-531200	09/11/06
	2006-009	 	jp	2013-081761	09/11/06
	2006-009	 	us	
        11/991,773

        allowed
	05/14/08
	
        2007-019

        Joint
        with NIh
	microRNA Based Methods and Compositions for the Diagnosis and Treatment of Colon Related Diseases	AU	2007272947	07/12/07
	
        2007-019

        Joint
        with NIh
	 	CA	2,657,030	07/12/07
	
        2007-019

        Joint
        with NIh
	 	CN	2007-8033066.9	07/12/07
	
        2007-019

        Joint
        with NIh
	 	EP	11170608.1	07/12/07
	
        2007-019-2

        Joint
        with NIh
	 	EP	11196190.0	07/12/07


 




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        2007-019-3

        Joint
        with NIh
	 	EP	11196250.2	07/12/07
	
        2007-019-4

        Joint
        with NIh
	 	EP	11196253.6	07/12/07
	
        2007-019-5

        Joint
        with NIh
	 	EP	
        11196254.4

        allowed
	07/12/07
	
        2007-019-6

        Joint
        with NIh
	 	EP	
        11196256.9

        allowed
	07/12/07
	
        2007-019-7

        Joint
        with NIh
	 	EP	
        11196261.9

        allowed
	07/12/07
	
        2007-019-8

        Joint
        with NIh
	 	EP	
        11196262.7

        allowed
	07/12/07
	
        2007-019-9

        Joint
        with NIh
	 	EP	11170608.1	07/12/07
	
        2007-019-10

        Joint
        with NIh
	 	EP	11196265.0	07/12/07
	
        2007-019

        Joint
        with NIh
	 	JP	
        5230619

        issued
	07/12/07
	
        2007-019

        Joint
        with NIh
	 	JP	2013-056596	04/09/13


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL
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        2007-019-1

        Joint
        with NIh
	 	US	
        8,084,199

        ISSUED
	01/12/09
	
        2007-019-2

        Joint
        with NIh
	 	US	
        8,338,102

        ISSUED
	11/14/11
	
        2007-019-3

        Joint
        with NIh
	 	US	
        8,349,568

        ISSUED
	11/14/11
	
        2007-019-4

        Joint
        with NIh
	 	US	
        13/295,440

        ALLOWED
	11/14/11
	
        2007-019-5

        Joint
        with NIh
	 	US	
        8,338,103

        ISSUED
	11/14/11
	
        2007-019-6

        Joint
        with NIh
	 	US	
        8,338,104

        ISSUED
	11/15/11
	
        2007-019-7

        Joint
        with NIh
	 	US	
        8,338,105

        ISSUED
	11/15/11
	
        2007-019-8

        Joint
        with NIh
	 	US	
        8,338,106

        ISSUED
	11/15/11
	
        2007-019-9

        Joint
        with NIh
	 	US	
        8,343,725

        ISSUED
	11/15/11
	
        2007-019-10

        Joint
        with NIh
	 	US	13/296,545	11/15/11
	2007-028	Ultraconserved Regions Encoding ncRNAs	AU	2008283997	02/11/10


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL
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	2007-028	 	CA	2,695,514	02/03/10
	2007-028	 	CN	2008-80108689.2	08/04/08
	2007-028	 	EP	08782609.5	02/04/10
	2007-028	 	JP	2010-519269	01/28/10
	2007-028	 	US	
        12/672,014

        ALLOWED
	02/03/10
	2007-030	
        Methods for Identifying Fragile Histidine
        Triad (Fhit) Interaction and Uses Thereof

        (this application has broad claims that
        could be amended to include lung and colon)
	AU	2008316577	04/27/10
	2007-030	 	CA	2,703,707	04/23/10
	2007-030	 	CN	200880119206.9	10/27/08
	2007-030	 	EP	08841700.1	04/26/10
	2007-030	 	JP	2010-531311	04/26/10
	2007-030	 	US	12/739,541	02/25/11
	2010-126	Materials and Methods Related to Modulation of Mismatch Repair and Genomic Stability by miR-155	au	2011232669	09/24/12
	2010-126	 	CA	2,794,142	09/24/12


 




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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL
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	2010-126	 	CN	2011-80022637.5	09/24/12
	2010-126	 	EP	11760035.3	09/24/12
	2010-126	 	JP	2013-502642	09/26/12
	2010-126	 	US	13/637,490	11/15/12
	2011-085	Materials and Methods Related to microRNA-21 Mismatch Repair and Colorectal Cancer	PCT	PCT/US2011/060349	11/11/11
	2011-085	 	US	13/884,668	05/10/13
	2011-137	Mutator activity induced by microRNA-155 links inflammation and cancer	PCT	PCT/US2012/028016	03/07/12
	2011-137	 	US	13/414,084	03/07/12
	2012-066	Methods and Compositions Related to miR-21 & miR-29a and Cancer Metastasis	PCT	PCT/US2012/069484	12/13/12
	2012-104	
        Mechanism of NSAID Chemoprevention in Colorectal
        Cancer

        (Croce is not the lead on this)
	pct	pct/us2012/067651	12/3/12
	 	 	Provisional	61/732,906	12/3/12


 



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 Licensor: Ohio State Innovation Foundation	CONFIDENTIAL
EXHIBIT A	Exclusive License (Life Sciences)
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