**Exhibit 10.1**

**REDACTED COPY****—CONFIDENTIAL TREATMENT REQUESTED**Redacted portions have been marked with brackets containing asterisks([***]).  The redacted portions are subject to a request for confidentialtreatment and have been filed separately with the Securities and ExchangeCommission.

**COLLABORATIONAND LICENSE AGREEMENT**

THIS Collaboration andLicense Agreement (“**Agreement**”) ismade effective as of February 9, 2007 (the “**EffectiveDate**”) by and among SELECT Vaccines Limited, ABN 25 062 063 692, acompany incorporated under the laws of Victoria, Australia having its principalplace of business at Suite 15, 545 St Kilda Road, Melbourne, Victoria 3004,Australia (“**SVL**”), and HepgenicsPty Ltd, ABN 44 104 360 714, a wholly owned subsidiary of SELECT VACCINES, acompany incorporated under the laws of Victoria, Australia having its principalplace of business at Suite 15, 545 St Kilda Road, Melbourne, Victoria 3004,Australia (together with SELECT VACCINES, “**SELECT**”),and AVANT Immunotherapeutics, Inc., a Delaware corporation having a principalplace of business located at 119 Fourth Avenue, Needham, Massachusetts02494-2725 USA (“**AVANT**”).  SELECT and AVANT are each hereafter referredto individually as a “Party” and together as “Parties”.

A. SELECT and AVANT desire to collaborate in thediscovery and development of vaccines against certain disease targets, wherebySELECT will use its virus-like particle technologies to generate andcharacterize such vaccines and AVANT will use its expertise with respect to vaccines.

B. AVANT wishes to obtain from SELECT a license to theLicensed Subject Matter (hereinafter defined) and resulting discoveries on theterms set forth herein.

C. SELECT and AVANT desire to initiate the performanceof the above-described activities by SELECT and AVANT and therefore agree toundertake the foregoing, all under the terms and conditions set forth in thisAgreement.

NOW, THEREFORE, in consideration of the mutualcovenants and premises contained below, the parties agree as follows:

# **1 - DEFINITIONS**

As used in this Agreement, the following terms havethe meanings indicated:

## 1.1   “*Affiliate*” means any business controlled by a Party, anybusiness entity that controls a Party, or any business entity that iscontrolled by a business entity that is controlled by a Party. For the purposesof this Section 1.1, “control” means (i) the direct or indirect ownership offifty percent (50%) or more of the voting stock or other voting interests orinterest in the profits of the Party, or (ii) the ability to otherwise controlor direct the decisions of board of directors or equivalent governing bodythereof.

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## 1.2      “*Antigen*” means at least one protein (including any glyco- orlipo-protein), carbohydrate, compound or other composition, and any fragment,peptide or epitope thereof, or combinations thereof that is capable ofeliciting an immune response in humans.

## 1.3      “*AVANT Collaboration Invention*” means aCollaboration Invention created or conceived solely by AVANT Employees.

## 1.4      “*Business Day*” means a day other than aSaturday or Sunday on which banking institutions both in Melbourne, Australiaand Boston, Massachusetts are open for business.

## 1.5      “*Candidate Antigen*” means an Antigen that the JRC reasonablybelieves shows, or is likely to show, scientific and commercial promise for thedevelopment of a Vaccine Product.

## 1.6      “*Collaboration Invention*” shall mean any discovery,invention, Know-How, Patent or trade secret, including an Improvement in theLicensed Subject Matter, first conceived or made in the performance of theResearch Program.

## 1.7      “*Collaboration Patent*” means a Patent that discloses orclaims a Collaboration Invention.

## 1.8       “*Combination Product*” means a LicensedProduct that includes at least one additional active ingredient other than aVLP.  Drug delivery vehicles, adjuvants,and excipients shall not be deemed to be “active ingredients”, except in thecase where such delivery vehicle, adjuvant, or excipient is recognized as anactive ingredient in accordance with 21 C.F.R. 210.3(b)(7).

## 1.9      “*Control*” means possession of the ability to grant a licenseor sublicense as provided for herein without violating the terms of anyagreement or other arrangements with any Third Party.

## 1.10    “*Dollars*” or “*$*” means U.S.dollars.

## 1.11    “*Employee*” means (i) an employee or agent of a Party orAffiliate, and (ii) with respect to SELECT, an employee of the Burnet Instituteas long as a service agreement exists between SELECT and the Burnet Institutethat contains standard confidentiality and intellectual property assignment obligationsrequiring the Burnet Institute to cause that employee to agree to observe andcomply with the confidentiality and intellectual property assignmentobligations within that agreement.

## 1.12    “*Excluded Antigen*” means an Antigen associated with [***].

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## 1.13    “*FDA*”**means theUnited States Food and Drug Administration or its equivalent governmental,regulatory or health authorities in any jurisdiction.

## 1.14    “*First Commercial Sale*” means the firstcommercial sale of a Licensed Product by AVANT or any of its Sublicensees underthis Agreement.

## 1.15    “*First Licensed Product*” means a Licensed Product containinga Target Antigen related to influenza virus, as specified in Appendix B.

## 1.16    “*FTE*” means an Employee scientist working full-time on theResearch Program, or, an equivalent amount of work on the Research Programperformed by more than one such Employee scientists.  For purposes of this Section 1.15, “full-time”means not less than one thousand eight hundred and forty (1,840) hours peryear.

## 1.17    “*Generic Equivalent*” means a Vaccine Product sold by a ThirdParty without the consent or approval of AVANT and SELECT that addresses thesame Target Disease as a particular Licensed Product and (i) the manufacture,use, or sale of such Vaccine Product would be covered or claimed by one or moreclaims within the SELECT Patents or Collaboration Patents but for the factthat: (a) all such claim(s) are contained within patent applications, filed ingood faith, that have not yet issued, but have been pending for less than seven(7) years and have not been withdrawn, cancelled or abandoned, or (b) all suchclaims are within patents that have expired or been revoked or determined to beinvalid or unenforceable; or (ii) is sold in a country in which no SELECTPatents or Collaboration Patents covering the manufacture, use or sale of suchLicensed Product have been filed.

## 1.18    “*Improvement*” means all improvements, enhancements, additionsand adaptations to the Licensed Subject Matter conceived or created by eitherParty or any of their respective Affiliates that are sufficiently different tobe separately patentable.

## 1.19    “*IND*” means an investigational new drug application filedwith the FDA as more fully defined in 21 C.F.R. § 312.3 or itsequivalent in any jurisdiction.

## 1.20    “*Joint Collaboration Invention*” means aCollaboration Invention created or conceived jointly by AVANT and SELECT.

## 1.21    “*Know-How”* means all information and data, technicalinformation, trade secrets, specifications, instructions, processes, formulae,expertise and information relating to Licensed Products including, withoutlimitation: (i) biological, chemical, pharmacological, biochemical,toxicological, pharmaceutical, physical and analytical, safety, qualitycontrol, manufacturing, 

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## preclinical and clinical data, instructions, processes, formulae,expertise and information including Technology Rights that are relevant to themanufacture, use or sale or and /or which may be useful in studying, testing,developing, producing, formulating or using the Licensed Products; and(ii) copies of any IND or NDA or other health registration documents andamendments or supplements thereto filed with the FDA or other governmental,Regulatory Authority or health authority in the Licensed Territory and allcorrespondence to  and from such agencyrelevant to the Licensed Products which is known to and/or possessed and /oracquired by a Party or its Affiliates.

## 1.22    “*Licensed Field*” means the development and commercializationof Vaccine Products for human therapeutic and prophylactic use.

## 1.23    “*Licensed Product*” means a Vaccine Product that (i) iscovered by or made using Licensed Subject Matter and (ii) contains a TargetAntigen related to a Target Disease.

## 1.24    “*Licensed Subject Matter*” means the (i) SELECT Know-How,(ii) SELECT Patents, and (iii) SELECT’s interest in any JointCollaboration Inventions.

## 1.25    “*Licensed Territory*” means worldwide.

## 1.26    “*NDA*” means a New Drug Application and all supplements filedpursuant to the requirements of the FDA, including all documents, data andother information which are necessary for, or included in, FDA approval tomarket a Licensed Product as more fully defined in 21 C.F.R. § 314.50et. seq, or its equivalent in any jurisdiction..

## 1.27    “*Net Sales*” means, with respect to anyLicensed Product, the gross revenues received from the sale of LicensedProducts by AVANT and its Affiliates for *bonafide* sales of such Licensed Product to a Third Party (other thanSublicensees and AVANT’s Affiliates but including distributors for resale),less discounts (including cash, quantity and patient program discounts),retroactive price reductions, charge-back payments and rebates granted tomanaged health care organizations or to federal, state and local governments,their agencies, and purchasers and reimbursers or to trade customers; creditsor allowances actually granted upon claims, damaged goods or rejections of suchLicensed Product, freight out, postage, shipping and insurance charges fordelivery of such Licensed Product; and sales and/or use taxes actually paid,including value-added taxes, or other governmental charges otherwise imposedupon the billed amount, as adjusted for rebates and refunds, to the extent notpaid by the Third Party, import and/or export duties actually paid, outboundtransportation prepaid or allowed, and amounts allowed or credited due toreturns, including such Licensed Product returned in connection with recalls orwithdrawals (not to exceed the original 

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## billing or invoice amount).  NetSales shall not include any payments among AVANT, its Affiliates andSublicensees.

## 1.28    “*Patent*” means any patent or patent application, whetherdomestic or foreign, and all divisions, provisional applications,continuations, continuations-in-part, reissues, reexaminations or extensions ofany of the foregoing, and any letters patent that issue on any of theforegoing.

## 1.29    “*Phase II*” means that portion of the FDA submission andapproval process which provides for the initial trials of a Licensed Product ona limited number of patients for the purposes of determining dose andevaluating safety and immunogenicity in the proposed therapeutic indication asmore fully defined as 21 C.F.R. §213.21(b).

## 1.30    “*Product Royalty Term”* means with respect to each LicensedProduct in a country, thelonger of (i) ten (10) years after the First Commercial Sale of such LicensedProduct in the relevant country,or (ii) the life of Patents that claim the manufacture, use or sale of suchLicensed Product in the relevant country.

## 1.31    “*Regulatory Approval*” means, with respectto a country, any and all approvals, licenses, registrations or authorizationsof any Regulatory Authority necessary to commercially distribute, sell ormarket a product in such country, including, where applicable and as required,(i) pricing or reimbursement approval in such country, (ii) pre- andpost-approval marketing authorizations (including any prerequisitemanufacturing approval or authorization related thereto), (iii) labelingapproval, and (iv) technical, medical and scientific licenses.

## 1.32    “*Regulatory Authority*” means anysupra-national, federal, national, regional, state, provincial or localgovernmental regulatory agencies, departments, bureaus, commissions, councilsor other government entities regulating or otherwise exercising authority withrespect to the development, manufacture or commercialization of biological drugproducts, including the FDA, EMEA and Koseisho.

## 1.33     “*Second Licensed Product*” means a second Licensed Product(i.e., a Licensed Product that contains a different Target Antigen that isrelated to a different Target Disease than the Target Antigen and TargetDisease relating to the First Licensed Product) chosen by AVANT pursuant toSection 3.5a of this Agreement and to be specified in Appendix B hereto.

## 1.34    “*SELECT Collaboration Invention*” means aCollaboration Invention created or conceived solely by SELECT Employees.

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## 1.35    “*SELECT Know-How*” means Know-How that isControlled by SELECT as of the Effective Date or during the term of thisAgreement.

## 1.36    “*SELECT Patents”* means all Patents that areControlled by SELECT as of the Effective Date or during the term of thisAgreement, which claim technology that is reasonably necessary or useful forthe testing, developing, producing, formulating, using or exploiting of theLicensed Product in the Licensed Field, including those Patents that claimVLPs, Vaccine Products or the development or commercialization thereof.

## 1.37    “*Sublicensee”* means any Third Party (other than an Affiliate)licensed by AVANT or its Affiliates to make, sell, import, export, advertise,promote and otherwise commercialize any Licensed Product.

## 1.38    “*Sublicense Fees*” means all compensation received by AVANTfrom a Sublicensee that relate specifically to the grant of a sublicense byAVANT of the rights licensed hereunder by SELECT to AVANT, including(i) up-front cash payments made to AVANT in consideration of thesublicense; (ii) the fair market value of all non-cash consideration receivedby AVANT from a Sublicensee, including, without limitation, equity in othercompanies, the value of which is to be calculated as the average closing pricefor a share of stock from the class of stock involved for 5 consecutive dayspreceding the execution of the sublicense agreement; (iii) any premium overfair market value paid by a Sublicensee for an equity investment in AVANT;(iv) milestone payments paid by a Sublicensee; and (v) royaltypayments on sales of Licensed Products received by AVANT from anySublicensee.  Sublicensee Fees shall notinclude any of the following: (a) sponsored research payments;(b) payments for past research expenditures relating to development ofLicensed Products; (c) payments made for an equity investment in AVANT bya Sublicensee to the extent that such payments do not exceed the fair marketvalue of such equity; (d) payments made in consideration of themanufacture or supply of Licensed Products by AVANT to the extent that suchpayments do not exceed the costs of such manufacture and supply; and (e) loansmade to AVANT.

## 1.39    “*Target Antigen*” means an Antigen specified in Appendix B.

## 1.40    “*Target Disease*” means a disease specified in Appendix B.

## 1.41    “*Technology Rights*” means a Party’s rights in technicalinformation, processes, procedures, compositions, devices, methods, formulas,protocols, techniques, software, designs, drawings or data created before theEffective Date relating to a Party’s technology that are not covered by Patentsbut that are necessary for practicing any invention covered by Patents.

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## 1.42    “*Third Licensed Product*” means a third Licensed Product(i.e., a Licensed Product that contains a different Target Antigen that isrelated to a different Target Disease than the Target Antigens and TargetDiseases relating to the First Licensed Product and the Second Licensed Product)chosen by AVANT pursuant to Section 3.5b of this Agreement and to bespecified in Appendix B hereto.

## 1.43    “*Third Party*” means any entity other than SELECT or AVANT,excepting Affiliates of either.

## 1.44    “*VLP*” means a virus-like particle.

## 1.45    “*Vaccine Product*” means a vaccine (i) containing a VLP, or(ii) made using a VLP.

## 1.46    Termsdefined elsewhere in this Agreement.** **The following terms are defined inthe applicable Sections of this Agreement:

|   | a.     | *“Agreement”*                    | Preamble          |
|--------|--------|--------------------------------------------|-------------------|
|   |   | * *                                   |              |
|   | b.     | *“Confidential Information”*     | Section 10.1      |
|   |   | * *                                   |              |
|   | c.     | *“Disclosing Party”*             | Section 10.1      |
|   |   | * *                                   |              |
|   | d.     | *“Effective Date”*               | Preamble          |
|   |   | * *                                   |              |
|   | e.     | *“First Milestone”*              | Section 4.2  |
|   |   | * *                                   |              |
|   | f.     | *“Indemnifying Party”*           | Section 8.1       |
|   |   | * *                                   |              |
|   | g.     | *“Indemnitees”*                  | Section 8.1       |
|   |   | * *                                   |              |
|   | h.     | *“JRC”*                          | Section 2.2a |
|   |   | * *                                   |              |
|   | i.     | *“Notice Period”*                | Section 7.2       |
|   |   | * *                                   |              |
|   | j.     | *“Party”*or*“Parties”* | Preamble          |
|   |   | * *                                   |              |
|   | k.     | *“Receiving Party”*              | Section 10.1      |
|   |   | * *                                   |              |
|   | l.     | *“Research Program”*             | Section 2.1       |
|   |   | * *                                   |              |
|   | m.     | *“Research Plan”*                | Section 2.1  |
|   |   | * *                                   |              |
|   | n.     | *“Research Term”*                | Section 2.3a |
|   |   | * *                                   |              |
|   | o.     | *“Shares”*                       | Section 4.1a |

 

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|        | p.     | *“Third Party Claim”*    | Section 11.4     |
|--------|--------|------------------------------------|------------------|
|   |   | * *                           |             |
|   | q.     | *“Third Party Licenses”* | Section 3.4 |

 

# **2 - RESEARCHCOLLABORATION**

## 2.1      SELECT and AVANT agree tojointly research and develop Candidate Antigens and Licensed Products under aresearch program (the “**ResearchProgram**”) in accordance with the initial research plan set forth inAppendix A (the “**Research Plan**”). Each Party shalluse diligent efforts to perform its respective responsibilities under and forthe Research Plan, and shall cooperate with and provide reasonable support tothe other Party in such other Party’s performance of its responsibilitiesthereunder.

## 2.2      Joint ResearchCommittee.

### a.     Promptlyafter the Effective Date, SELECT and AVANT shall establish a joint researchcommittee (“**JRC**”) to (i)oversee the Research Program, (ii) establish, plan and coordinate theactivities under the Research Plan, and (iii) facilitate the exchange ofinformation regarding the Research Program. The JRC will set specific research goals of the Research Program,evaluate the results of the Research Program, discuss information relating tothe Research Program and will ensure that there is appropriate scientificdirection for the Research Program.

### b.     Withinthirty (30) days following the Effective Date, the JRC will evaluate theResearch Plan and modify it if necessary. The JRC shall thereafter periodically modify the Research Plan as itdeems necessary.

### c.     TheJRC shall be comprised of two (2) representatives from each Party.  The chairperson of the JRC shall bedesignated by AVANT.

### d.     Ifthe JRC fails to reach unanimous agreement on any matter before it forconsideration, representatives of AVANT shall have sole authority to decide thematter.

### e.     Meetingsof the JRC shall be held at such times as agreed to by the Parties (but no lessthan once each calendar quarter). Such meetings may be in-person, viavideoconference, or via teleconference, provided that at least onemeeting per calendar year shall be held in person. The location of in-personJRC meetings will alternate between Needham, Massachusetts, and Melbourne,Australia, or in such other manner or location as the Parties mutuallyagree.  SELECT and AVANT shall each bearall expenses of their respective JRC representatives related to theirparticipation on the JRC and attendance at JRC meetings. SELECT will 

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### provide AVANT with a proposed agenda for each JRC meeting at least five(5) Business Days prior to the scheduled meeting date. AVANT shall record alldecisions made, and otherwise take minutes as appropriate.  JRC meeting minutes will be sent to eachmember of the JRC for review within five (5) Business Days after a meeting;such minutes shall be deemed approved by both of the Parties unless a Partyobjects to the accuracy of such minutes by providing written notice to theother Party within ten (10) Business Days of receipt of such minutes by suchParty’s primary JRC contact.  A Partymay, with the prior consent of the other Party (such consent not to beunreasonably withheld or delayed), invite a reasonable number of Employees,consultants or scientific advisors to attend a meeting of the JRC, provided,however, that such attendees shall participate only as observers and advisorsand shall not have a decision-making role. Those invitees must be bound by appropriate confidentiality obligations.

## 2.3      Collaboration Term.

### a.     TheResearch Program begins on the Effective Date and shall expire two (2)years after the Effective Date, unless extended as provided below, or unlessthis Agreement is earlier terminated by either Party pursuant to the provisionsof Section 7 (the “**ResearchTerm**”). In no event, however, will the Research Term extend beyondthree years after the date of the First Milestone.  Upon the end of the Research Term, SELECTwill not have any obligation to perform any activities with respect to thedevelopment or optimization of Candidate Targets or Licensed Products.

### b.     TheResearch Program and the Research Term may be extended at the option of AVANTfor two additional one (1) year periods by providing written notice to SELECTwithin thirty (30) days of the then-current expiration date of the ResearchTerm and, thereafter, by mutual agreement of the Parties.

## 2.4      SELECT ResearchEfforts.  During the Research Term,SELECT shall support the research and other activities to be undertaken bySELECT under the Research Plan and as part of the Research Program with anannual resource commitment to provide [***] FTEs.  SELECT may not subcontract or outsource anywork or any activities under the Research Plan, except that SELECT may fulfillits commitment to provide FTEs to the Research Program by having work performedby Third Party individual contractors or consultants upon AVANT’s prior writtenapproval (each, a “**Third Party FTE**”).  As a condition to obtaining AVANT’S approvalwith respect to a Third Party FTE, that individual must: (i) have appropriateexperience and qualifications, (ii) be under SELECT’s direct supervision andcontrol, (iii) be obligated to observe the limitations and 

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## restrictions respecting SELECT’s Confidential Information and Know-Howwith the same degree and care as required under this Agreement, (iv) beobligated to assign to SELECT of all the right, title and interest in and toany intellectual property (and intellectual property rights) created ordiscovered by such Third Party FTE. SELECT is responsible for compliance by such Third Party FTEs with theterms and conditions of this Agreement. In no event, shall SELECT be obligated to incur costs in performingactivities under the Research Program in excess of the amounts provided underSection 2.5.

## 2.5      Research ProgramFunding.

### a.     AVANTagrees to fund the Research Program at the following rates:

#### (1)   Duringthe first year of the Research Program, such funding shall be [***], whichshall be paid in cash to SELECT in advance in equal installments on a quarterlybasis.

#### (2)   Duringthe second year of the Research Program, such funding shall be [***], whichshall be paid in cash to SELECT in advance in equal installments on a quarterlybasis.

#### (3)   IfAVANT elects to extend the Research Program and Research Term in accordancewith Section 2.3b, the amount of funding shall be mutually decided by theParties, taking into account the current FTE rates and shall be paid in cash toSELECT in advance in equal installments on a quarterly basis.

### b.     Inaddition to AVANT’s Research Program funding set forth in Section 2.5a, SELECTshall support the research and other activities to be undertaken by the FTEsunder the Research Plan and as part of the Research Program with a first-yearresource commitment of [***].

## 2.6      Limited Use ofResearch Program Funding.  AVANT’sResearch Program funding set forth in Section 2.5a shall be used by SELECT onlyin connection with the research and other activities to be undertaken by theFTEs under the Research Plan and as part of the Research Program.

## 2.7      Records.

### a.     SELECTwill maintain complete and accurate records which are relevant to (i) workperformed by FTEs, and (ii) its expenditure of Research Program fundingunder this Agreement.  Such records shallbe available for inspection during reasonable business hours for a period oftwo (2) years from creation of individual records for examination at 

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### AVANT’s expense and not more often than once each year by AVANT for thesole purpose of verifying SELECT’s compliance with Section 2.6.

### b.     TheParties shall prepare and maintain records of the activities performedhereunder in sufficient detail and generally in a manner sufficient for purposesof establishing intellectual property rights in any inventions conceived of orreduced to practice in connection with the Research Program.

## 2.8      Within thirty (30) daysafter the end of each calendar quarter in which activities are performed under theResearch Plan, SELECT shall provide to the JRC a written progress report, whichreport shall (i) describe the activities SELECT has performed or caused to beperformed under the Research Plan during such calendar quarter, (ii) evaluatethe work performed in relation to the goals of the Research Plan, and (iii)provide such other information as may be required by the Research Plan orreasonably requested by the JRC with respect to SELECT’s activities under theResearch Plan.

# **3 - LICENSES**

## 3.1   Licenses for Research Program

### a.     SELECT grants AVANT a nonexclusive,royalty-free, fully paid-up worldwide license, with no right to grantsublicenses (except as set forth in Section 3.3c, under the Licensed SubjectMatter solely to carry out AVANT’s obligations under the Research Plan duringthe Research Term.

### b.     AVANTgrants SELECT a nonexclusive, royalty-free, fully paid-up worldwide license,with no right to grant sublicenses, under the AVANT Collaboration Inventionsand AVANT’s interest in the Joint Collaboration Inventions solely for SELECT tocarry out its obligations under the Research Plan during the Research Term.

## 3.2      Licenses forCollaboration Patents

### a.     SELECTgrants to AVANT a nonexclusive, fully paid-up worldwide license, with the rightto sublicense, under any Collaboration Patents that are owned solely by SELECT.

## 3.3      License to AVANT forLicensed Products

### a.     SELECThereby grants to AVANT a royalty-bearing, exclusive (even with respect toSELECT) license under the Licensed Subject Matter to develop, make, have made,use, offer to sell, sell, have sold and import Licensed Products within theLicensed Territory for use within the 

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### Licensed Field. This license is subject to (i) the continuedeffectiveness of this Agreement and (ii) the rights retained by SELECT toperform its obligations under the Research Program.  As of the Effective Date, the First LicensedProduct is the only Licensed Product.

### b.     AVANTmay extend the license granted in this Agreement to any of its Affiliates ifthat Affiliate consents to be bound by this Agreement to the same extent asAVANT, and SELECT approves such Affiliate. Any approval granted by SELECT under this Section 3.3b must be inwriting and must be granted before the extension.

### c.     AVANTmay grant sublicenses (through multiple tiers) consistent with the scope of therights and licenses granted to AVANT pursuant to Sections 3.1a or3.3.  AVANT will be responsible for theoperations of its Sublicensees relevant to this Agreement as if carried out byAVANT. AVANT must deliver to SELECT a true and correct copy of each sublicensegranted by AVANT, and any modification or termination of the foregoing, within30 Business Days after executing, modifying or terminating a sublicense. Whenthis Agreement is terminated, all existing sublicenses shall survive; providedthat such Sublicensees promptly agree in writing to be bound by the terms ofthis Agreement.

## 3.4   Third Party Licenses.  SELECT represents and warrants to AVANT thatthe licenses granted under this Agreement do not include any sublicensesrelated to the Licensed Products that have been licensed by SELECT from a ThirdParty and that SELECT is not party to any license or similar agreement whichSELECT reasonably believes would relate to the Licensed Products.

## 3.5   Option to AVANT forAdditional Vaccine Products.

### a.     SecondLicensed Product

#### (1)   AVANTwill have the right to add a Second Licensed Product by choosing a secondAntigen and related disease, other than an Excluded Antigen.

#### (2)   AVANTmust select the second Antigen for the Second Licensed Product, if at all, nolater than two (2) years after the date of the First Milestone.

#### (3)   Ifselected, the Second Licensed Product, along with the second Target Antigen andrelated Target Disease, will be added to Appendix B.

### b.     ThirdLicensed Product

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#### (1)   AVANTwill have the right to add a Third Licensed Product by choosing a third Antigenand related disease, other than an Excluded Antigen.

#### (2)   AVANTmust select the third Antigen for the Third Licensed Product, if at all, nolater than three (3) years after the date of the First Milestone.

#### (3)   Ifselected, the Third Licensed Product, along with the third Target Antigen andrelated Target Disease, will be added to Appendix B.

# **4 -PAYMENTS AND REPORTS**

In consideration of rights granted by SELECT to AVANTunder this Agreement, AVANT will pay SELECT as follows:

## 4.1   Upfront License Fees.  AVANT will pay SELECT the specified amountsas follows:

### a.     Anonrefundable license fee of Seven Hundred Thirty-Five Thousand Dollars($735,000) to be paid by the purchase of Twenty-Nine Million Five HundredEighteen Thousand Seventy-Two ordinary fully paid shares in the capital ofSELECT (ASX Code: SLT) which are freely-tradable, duly-authorized and issued,and which are free from any and all liens and encumbrances (the “Shares”) withsaid purchase being made no later than fifteen (15) days after SELECT deliverswritten notice of the availability of the Shares for purchase by AVANT (the “Notice”),provided that SELECT shall provide the Notice to AVANT no later than ninety(90) days after the Effective Date;

### b.     Anonrefundable license fee of [***], due and payable no later than fifteen (15)days after electing the Second Licensed Product pursuant to Section 3.5a;and

### c.     Anonrefundable license fee of [***], due and payable no later than fifteen (15)days after electing the Third Licensed Product pursuant to Section 3.5b.

### With respectto the purchase and sale of the Shares as described in Section 4.1(a), if suchtransaction cannot be closed within one hundred (100) days following theEffective Date because the Shares are not available for sale by SELECT on theterms set forth in Section 4.1(a) (for example, the Shares are notfreely-tradable by AVANT upon issuance), within such period, then either Partyshall be permitted to void the obligation to enter into such purchase and saleof Shares and this Agreement shall otherwise continue in full force and effect.

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## 4.2   First Milestone.  AVANT will pay SELECT [***] no later thanthirty (30) days after obtaining [***] (the “**First Milestone**”).

## 4.3   Additional Milestone Payments.  For each Licensed Product, AVANT will paySELECT the specified amounts no later than 30 days after the followingspecified, relevant milestones are reached. For clarity, only one set of milestone payments is payableunder this Agreement with respect to each Licensed Product, no matter how manytimes each of the milestone events is achieved:

### a.     [***].

### b.     [***].

### c.     [***].

### d.     United States.

#### (1)   [***];  and

#### (2)   [***].

### e.     European Union.

#### (1)   [***]; and

#### (2)   [***].

### f.      Japan.

#### (1)   [***]; and

#### (2)   [***].

## 4.4   Earned Royalties.  During the Product Royalty Term and subjectto Sections 4.6 and 4.7 below, AVANT will pay to SELECT a running royalty on a country-by-country and LicensedProduct-by-Licensed Product basis equal to the following percentages ofannual Net Sales for each Licensed Product sold by AVANT and its Affiliates,which royalties will be payable every six months pursuant to Section 4.9 below:

### a.     Royalty Schedule

#### (1)   [***],

#### (2)   [***],

#### (3)   [***], and

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#### (4)   [***].

### b.     Determination and Calculation of Net Sales

### Net Salesshall be determined in accordance with generally accepted accountingprinciples, consistently applied.  NetSales for any Combination Product shall be calculated on a country-by-countrybasis by multiplying actual Net Sales of such Combination Product by thefraction A/B, where A is the weighted average price paid for the LicensedProduct contained in such Combination Product if such License Product is soldseparately in finished form in such country, and B is the weighted averageinvoice price paid for such Combination Product in such country.  If such Licensed Product is not sold separatelyin finished form in such country, the parties shall determine Net Sales forsuch Licensed Product by mutual agreement based on the relative contribution ofsuch Licensed Product and each such other active ingredients in suchCombination Product in accordance with the above formula, and shall take intoaccount in good faith any applicable allocations and calculations that may havebeen made for the same period in other countries.

### c.     Notwithstanding the foregoing, uponexpiration of the Product Royalty Term for a Licensed Product, AVANT’s licensewith respect to that particular Licensed Product will automatically become afully paid, perpetual, irrevocable, royalty-free, exclusive license.

## 4.5   Sublicense Fees.

### a.     For amounts received pursuant to sublicensesgranted by AVANT before the first human study performed under an IND, anamount equal [***] of all Sublicense Fees from such sublicenses.

### b.     For amounts received pursuant tosublicenses granted by AVANT after the first human study performed underan IND, an amount equal to [***] of all Sublicense Fees from such sublicenses.

## 4.6   GenericCompetition.  Royalty payments duefor a Licensed Product under Sections 4.4 and 4.5 shall be reduced on aproduct-by-product and country-by-country basis by [***] following the firstbona fide arms-length commercial sale of a Generic Equivalent, with all suchreductions calculated on calendar quarterly basis.

## 4.7   Additional Third Party Licenses.  Royalties due SELECT under Section 4.4 ofthis Agreement shall be reduced by [***] of the amount of royalties, if any,paid to a Third Party by AVANT for a license that AVANT determines in goodfaith, after consultation with SELECT, is necessary to 

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## research,develop, manufacture or commercialize a Licensed Product; provided that theroyalties due to SELECT are not below [***] of the royalty otherwise payablefor such Licensed Product. 

## 4.8   Records.  During the Term of this Agreement and forthree (3) years after the Agreement expires or is terminated, AVANT agrees tokeep complete and accurate records of its, its Affiliates and its Sublicensees’sales and Net Sales of Licensed Products under the license granted in thisAgreement, as well as all Sublicense Fees received by AVANT, in sufficientdetail to enable the royalties payable under this Agreement to be determined.AVANT will provide to SELECT on a semi-annual basis written reports that detailactivity relevant to the license granted under this Agreement as described inSection 4.9.  AVANT will permit an independent certified accountant selectedby SELECT and which isreasonably acceptable to AVANT to periodically examine all books,ledgers, and records during regular business hours for the purpose of and tothe extent necessary to verify any report required under this Agreement. In no event shall such inspections beconducted hereunder more frequently than once every six (6) months.  Such accountant must have executed anddelivered to AVANT a confidentiality agreement as reasonably requested byAVANT, which shall include provisions limiting such accountant’s disclosure toSELECT to only the results and basis for such results of such inspection. Ifthe amounts due to SELECT are determined to have been underpaid by more thanfive percent (5%) or $50,000, whichever is less, AVANT will pay the cost of theexamination and accrued interest at a rate equal to the lesser of (a) theprime rate, as published in the Wall Street Journal, Eastern UnitedStates Edition, plus one and one-half percent (1.5%), on the last Business Daypreceding the date of payment, or (b) the highest rate permitted byapplicable law, calculated on the number of days such payment is delinquent.

## 4.9   Reports.  Within six (6) months after the EffectiveDate, and for every subsequent 6 month period, AVANT represents and warrantsthat it will deliver to SELECT a true and accurate written report, even if nopayments are due SELECT, giving the following information:

### a.     The quantities of Licensed Product thathave been produced;

### b.     The total Net Sales for each LicensedProduct;

### c.     All Sublicense Fees received by AVANT;

### d.     The calculation of royalties thereon;

### e.     The total royalties computed and dueSELECT; and

### f.      The occurrence of any milestones underSection 4.3.

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## Simultaneouslywith the delivery of each report, AVANT must pay to SELECT all monies, if any,due for the period of each report.

## 4.10 On or before each anniversary of the EffectiveDate, irrespective of having a First Commercial Sale or offer for sale, AVANTmust deliver to SELECT a written progress report as to AVANT’s, its Affiliatesand any Sublicensee’s efforts and accomplishments during the preceding year indiligently commercializing Licensed Products in the Licensed Territory andAVANT’s, its Affiliates and, if applicable, Sublicensee’s commercializationplans for the upcoming year.

## 4.11 All amounts payable by AVANT shall be paid bywire transfer to an account specified by SELECT without deductions for taxes,assessments, fees, or charges of any kind. The payment of royalties to SELECT shall be made using a rate ofexchange of the currency of the country from which the royalties are payable aspublished in the Wall Street Journal on the last day of the month forwhich such payment was due.

# **5 - PRODUCTDEVELOPMENT AND COMMERCIALIZATION**

## 5.1   Subject to Section 5.2, all businessdecisions, including, (i) the research and development of LicensedProducts, except for the specific manner in which SELECT conducts itsobligations under the Research Program; (ii) the manufacture of a LicensedProducts either by itself or through Third Parties; and (iii) the design,sale, price, promotion and all other commercialization activities regardingLicensed Products, shall be within the sole discretion of AVANT.

## 5.2   Diligence Obligations. In developing,commercializing and marketing Licensed Products, AVANT shall expend reasonable,diligent, good faith efforts to accomplish such objective as AVANT would usewith respect to a product owned or controlled by AVANT, or to which AVANT hassimilar rights, which product is of similar market potential and is at asimilar stage in its development or life as is such Licensed Product, takinginto account issues of safety, efficacy, product profile, the competitivenessof the marketplace, the proprietary position of the Licensed Product, the regulatorystructure involved, profitability of the Licensed Product and other relevantcommercial factors.

## 5.3   Technology Transfer.  SELECT shall disclose to AVANT in writing anyand all Licensed Subject Matter developed or prepared or otherwise Controlledby SELECT or any of its Affiliates, promptly after the development orpreparation or acquisition thereof, in each case as reasonably necessary oruseful for AVANT to exercise the license granted to it pursuant to Sections3.1.a and 3.2.a.  SELECT shall providereasonable assistance to AVANT to effect the timely and orderly transfer ofSELECT’s Know-How to AVANT for AVANT’s 

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## use under theResearch Program and for use in AVANT’s research, development, manufacturingactivities and commercialization of Licensed Products.

# **6 -DISCLAIMER OF WARRANTY**

## 6.1   EXCEPT FOR THE EXPRESS WARRANTIES SET FORTHIN SECTION 9, NEITHER SELECT NOR AVANT MAKES ANY WARRANTIES, EXPRESS ORIMPLIED AND EXPRESSLY DISCLAIMANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

# **7 - TERMAND TERMINATION**

## 7.1   Term.  This Agreement shallcommence as of the Effective Date and, unless sooner terminated as providedherein, shall continue in effect on a Licensed Product-by-Licensed Productbasis, and country-by-country basis until the date on which SELECT is no longerentitled to receive a royalty on such Licensed Product in such country. Uponthere being no more such payments hereunder for any such Licensed Products insuch country, the license grants contained in Section 3.1a and 3.2 shallbecome fully paid up with respect to such Licensed Products in such country.

## 7.2   Termination for Breach. Either Party may terminate this Agreement in the event the other Partyshall have materially breached or defaulted in the performance of any of itsmaterial obligations hereunder, and such default shall have continued for sixty(60) days after written notice thereof was provided to the breaching party bythe non-breaching party (the “**Notice Period**”),*provided, however,* that the Notice Periodshall be six (6) months in the case of a material breach by AVANT of itsdiligence obligations set forth in Section 5.2, subject to the condition thatAVANT shall commence action to cure such breach within thirty (30) daysafter receipt of such notice and shall diligently continue such actionsthereafter.  Any termination shall becomeeffective at the end of such Notice Period unless the breaching party has curedany such breach or default prior to the expiration of the Notice Period.  The Parties acknowledge and agree that thefailure by AVANT to comply with its diligence obligations set forth in Section5.2 for a period of more than three (3) months shall constitute a materialbreach of this Agreement.  Termination of this Agreement by SELECT underthis Section 7.2 shall be on a country-by-country and LicensedProduct-by-Licensed Product basis (andnot for this Agreement as a whole) if the material breach giving rise totermination is specific to one or more countries or one or more LicensedProducts (*e.g.*, a royalty disputefor one Licensed Product in one or more countries).

## 7.3   Termination by AVANT. AVANT may terminate this Agreement on a Licensed Product-by-LicensedProduct or country-by-country basis or in its entirety or as to any particularSELECT Patent at any time by giving at least sixty 

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## (60) dayswritten notice of such termination to SELECT. From and after the effective date of a termination with respect to aSELECT Patent, such SELECT Patent in the particular country shall cease to be within theLicensed Subject Matter for all purposes of this Agreement.

## 7.4   Termination for Bankruptcy. AVANT shall have the right to terminate this Agreement forthwith bywritten notice to SELECT if SELECT is declared insolvent or bankrupt by a courtof competent jurisdiction, if a voluntary or involuntary petition inbankruptcy if filed in any court of competent jurisdiction against SELECT andsuch petition is not dismissed within ninety (90) days after filing, or ifSELECT shall make or execute an assignment of substantially all of its assetsfor the benefit of creditors.

## 7.5   Effect of Termination. Upon a termination of thisAgreement under Section 7.2 by SELECT, or under Section 7.3 by AVANT, allrights and obligations of SELECT and AVANT shall terminate, except as providedin Section 7.6, *provided*that that in the case that such termination shall relate to one or morecountries or one or more Licensed Products rather than this Agreement in itsentirety, the rights andobligations of SELECT and AVANT shall terminate with respect to such terminated countries and terminated LicensedProducts only.

## 7.6   Surviving Rights.  Subject to and without limiting anythingcontained in Section 7.5, Sections 1,4, 7.5, 7.7, 7.8, 8, 10, 11.5, 12 and13shall survive the expiration and any termination of this Agreement for anyreason.  Except as provided in Section7.5 and this Section 7.6, all other provisions of this Agreement shallterminate upon the expiration or termination of this Agreement.

## 7.7   Accrued Rights, Surviving Obligations.  Termination, relinquishment or expiration ofthe Agreement for any reason shall be without prejudice to any obligationswhich shall have accrued prior to such termination, relinquishment orexpiration, including, without limitation, the payment obligations underSections 2.5 and 4 hereof and any and all damages arising from any breachhereunder.  Such termination,relinquishment or expiration shall not relieve either Party from obligationsthat are expressly indicated to survive termination or expiration of theAgreement.

## 7.8   Termination Not Sole Remedy.  Termination is not the sole remedy under thisAgreement and, whether or not termination is effected, all other remedies willremain available except as agreed to otherwise herein.

## 7.9   Sale of Remaining Licensed Products.  Ifthis Agreement is terminated for any cause, AVANT may sell all LicensedProducts it has on hand at the date of termination if it pays earned royaltieson those Licensed Products according to the terms of Section 4..

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# **8- INDEMNIFICATIONAND INSURANCE**

## 8.1   Each Party (the “**Indemnifying Party**”) herebyagrees to defend, hold harmless and indemnify the other Party and itssublicensees, and their respective officers, directors, Employees, agentsconsultants, successors, heirs, legal representatives and assigns (“**Indemnitees**”) from and against any claims, demands, lossesand expenses (including reasonable attorney fees) arising from Third Partyclaims to the extent relating directly to a breach by the Indemnifying Party of any ofits obligations, covenants, representations or warranties set forth in thisAgreement.  In addition, AVANT agrees todefend, hold harmless and indemnify SELECT, and its officers, directors,Employees, agents consultants, successors, heirs, legal representatives andassigns (“**Indemnitees**”) from and against anyclaims, demands, losses and expenses (including reasonable attorney fees) tothe extent arising from Third Party claims relating directly to personalinjuries suffered in connection with the use of a Licensed Product.  Notwithstanding the foregoing, neither Partyshall have any obligation to provide indemnification under this Section 8.1 forclaims, demands, losses or expenses (including reasonableattorney fees) to the extent arising from the gross negligence, recklessnessor willful misconduct of any Indemnitees.

## 8.2   In no event will either Party be liable forany incidental, indirect, special, consequential or punitive damages(including, without limitation, damages for loss of profits or expected savingsor other economic losses, or for injury to persons or property) arising out ofor in connection with this Agreement or its subject matter, regardless ofwhether such Party knows or should know of the possibility of such damages.Each Party agrees to give the other Party prompt written notice of any claimsmade for which the other party might be liable under Section 8.1.  The indemnifying Party shall have theopportunity to defend, negotiate, and settle such claims; provided, however,that the indemnified Party shall be entitled to participate in the defense ofsuch matter and to employ at its expense counsel to assist therein.  The Party seeking indemnification shallprovide the indemnifying Party with such information and assistance as theindemnifying Party may reasonably request, at the expense of the indemnifyingParty.

## 8.3   Insurance

### a.     Beginning on the Effective Date, each Partyshall, at its sole cost and expense, procure and maintain commercial generalliability insurance in appropriate amounts, as determined by the board of suchParty, and such Party shall have the other Party, its directors, officers,Employees and agents named as additional insured parties. This commercialgeneral liability insurance shall provide (i) product liability coverage; (ii)broad form contractual liability coverage for such Party’s indemnificationunder this Agreement; and (iii) coverage for litigation costs. The minimumamounts of insurance coverage required shall not be 

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### construed tocreate a limit of such Party’s liability with respect to its indemnificationunder this Agreement.

### b.     Each Party shall provide the other Partywith written evidence of such insurance upon such other Party’s request. EachParty shall provide the other Party with written notice of at least thirty (30)days in advance before the cancellation, non-renewal or material change in suchinsurance.

### c.     Each Party shall maintain such commercialgeneral liability insurance beyond the expiration or termination of thisAgreement during (i) the period that any Licensed Product developed pursuant tothis Agreement is being commercially distributed or sold by AVANT or by aSublicensee or agent of AVANT; and (ii) the five (5) year period immediatelyafter such period.

# **9- REPRESENTATIONSAND WARRANTIES**

## 9.1   Each of the Parties hereby represents andwarrants and covenants as follows:

### a.     This Agreement is a legal and validobligation binding upon such Party and enforceable in accordance with itsterms.  The execution, delivery andperformance of the Agreement by such Party does not conflict with anyagreement, instrument or understanding, oral or written, to which it is a Partyor by which it is bound, nor violate any law or regulation of any court,governmental body or administrative or other agency having jurisdiction overit.

### b.     Each Party has not, and during the term ofthe Agreement will not, grant any right to any Third Party relating to itsrespective technology in the Field which would conflict with the rights grantedto the other Party hereunder.

### c.     Each party owns or otherwise Controls allof the rights, title and interest in and to its Patents and Know-How.

## 9.2    SELECT represents, warrants and covenantsthat as of the Effective Date, the SELECT Patents are set forth on Appendix C,and there are no other Patents owned or Controlled by SELECT or any of itsAffiliates as of the Effective Date concerning the research, development,manufacture, use or sale of Licensed Product or otherwise relating to thesubject matter of this Agreement.

## 9.3   Patents and Know-How Warranties.  To the best of its knowledge as of theEffective Date, each Party represents and warrants that (i) Know-How and any 

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## Patent orother intellectual property right relating to the Field owned or controlled bysuch Party are not currently being infringed by any Third Party, and (ii) thatthe practice of such rights does not infringe any property right of any ThirdParty.

## 9.4   Exclusivity/Non-Competition.

### a.     SELECT shall not conduct, have conducted orfund any research, development, regulatory, manufacturing or commercializationactivity directed to the discovery, development or commercialization of aVaccine Product containing an Antigen while AVANT has the right to select aSecond Licensed Product or Third License Product, except as is permitted for(i) a Candidate Antigen as provided by Section 9.4b and (ii) anExcluded Antigen.

### b.     Other than with respect to the FirstLicensed Product, AVANT shall have no rights under this Agreement with respectto a Vaccine Product containing a Candidate Antigen unless AVANT elects tochoose such Candidate Antigen for a Second Licensed Product or Third LicensedProduct as set forth in Section 3.5. Except as otherwise set forth herein,during the six (6) month period following the Effective Date and other thanwith respect to an Excluded Antigen, SELECT shall be precluded from conductingany research, development, regulatory, manufacturing or commercializationactivity directed to the discovery, development or commercialization of aVaccine Product containing an Antigen, either by itself or with a Third Party.After the six (6) month period following the Effective Date, SELECT may enterinto an agreement with a Third Party (but not an Affiliate) to conductresearch, development, regulatory, manufacturing or commercialization activity directedto the discovery, development or commercialization of a Vaccine Productcontaining an Antigen, provided that while AVANT has the right to select aSecond Licensed Product or Third License Product, SELECT shall notify AVANT inwriting prior to entering into any such agreement with a Third Party, and AVANTshall have a one hundred twenty (120) day period to select such Antigen as aTarget Antigen for the Second Licensed Product or Third Licensed Product, asthe case may be.

### If (i) AVANTprovides notice to SELECT in writing that it does not intend to select suchAntigen as a Second Licensed Product or Third Licensed Product, or (ii) afterthe termination of such one hundred twenty (120) day period AVANT has notselected such Antigen as a Target Antigen for the Second Licensed Product orThird Licensed Product, then SELECT may enter into an agreement with a ThirdParty regarding such Antigen, *provided* thatif SELECT does not enter into such agreement with a Third Party during the onehundred twenty (120) day period following the earlier of (i) or (ii) above,then such Antigen shall again be subject to

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### AVANT’s rightto select such Antigen for a Licensed Product as set forth above.

### c.     Duringthe period during which AVANT has the right to select a Second Licensed Productor Third License Product, SELECT may provide the notice to AVANT set forth inSection 9.4b regarding proposed agreements with Third Parties no more thanthree (3) times per year.

## 9.5      Collaboration withThird Parties.  During the term ofthis Agreement, SELECT and its Affiliates will not directly develop or assist aThird Party in developing a Vaccine Product that targets a Target Disease of aLicensed Product where such Vaccine Product would be directly competitive withthe Licensed Product.

# **10 - CONFIDENTIALINFORMATION AND PUBLICATION**

## 10.1    SELECT and AVANT eachagree that each Party (the “**Receiving****Party**”) shall keep confidential allinformation of the other party (the “**Disclosing****Party**”), including without limitation information regardingthe Research Program, or a Disclosing Party’s business plans, strategies,technologies, manufacturing, research and development, and products (“**Confidential****Information**”)furnished to it by, or otherwise made available by, the Disclosing Partypursuant to this Agreement; provided that a Receiving Party may disclose theConfidential Information of a Disclosing Party to its Employees and consultantswho are required to have access to the Confidential Information in connectionwith the exercise of the Receiving Party’s rights and performance ofobligations under this Agreement. The Receiving Party agrees that theConfidential Information of the Disclosing Party will be (i) be used only forthe purposes of this Agreement, and (iii) not be disclosed by the ReceivingParty without the prior written consent of the other party, except to theextent that the recipient party can establish competent written proof that suchinformation:

### a.     Wasin the public domain at the time of disclosure;

### b.     Laterbecame part of the public domain through no act or omission of the ReceivingParty, its Employees, agents, successors or assigns;

### c.     Waslawfully disclosed to the Receiving Party by a third party having the right todisclose it;

### d.     Wasalready known by the Receiving Party at the time of disclosure;

### e.     Wasindependently developed by the Receiving Party; or

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### f.      Isrequired by law or regulation to be disclosed.

## 10.2    Each party’s obligation ofconfidence under this Agreement shall be fulfilled by using at least the samedegree of care with the other party’s confidential information as it uses toprotect its own confidential information, but in no event less than reasonablecare. This obligation shall exist while this Agreement is in force and for aperiod of ten (10) years after the Agreement expires or terminates.

## 10.3     Before either Party makesany publication or other public disclosure of any technology developed inconnection with the Research Program, the Party proposing such disclosure willsend the other Party a copy of the information to be disclosed, and will allowthe other Party sixty (60) days from receiving it to determine whether theinformation to be disclosed contains subject matter for which patent protectionshould be sought before disclosure, or otherwise contains ConfidentialInformation of the reviewing Party.  TheParty proposing disclosure will be free to proceed with the disclosure unlessbefore the expiration of such 60 day period, the reviewing Party notifies theParty proposing disclosure that the disclosure contains subject matter forwhich patent protection should be sought or confidential information of thereviewing Party, and the Party proposing publication will then delay publicdisclosure of the information of an additional period to be mutually agreedupon to permit the preparation and filing of a patent application on thesubject matter to be disclosed or for the parties to determine a mutuallyacceptable modification to the publication to protect adequately theConfidential Information of the reviewing Party.  The Party proposing disclosure willafterwards be free to publish or disclose the information.  The determination of authorship for any paperwill be in accordance with accepted scientific practice.

# **11 –OWNERSHIP OF INTELLECTUAL PROPERTY AND PATENT RIGHTS**

## 11.1    CollaborativeInventions.  Collaborative Inventionsshall be either jointly owned or solely owned by the party for whom ownershipcan be established under the provisions of U.S. patent law and licensed asprovided herein.

## 11.2    Disclosure ofCollaborative Inventions.  Each Partyshall promptly disclose in writing to the other Party all CollaborationInventions made during the Research Term.

## 11.3    Patent Filings.

### a.     AVANTCollaborative Inventions.  AVANTshall have the first right to prepare, file, prosecute, obtain and maintainPatent 

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### applications and Patents on AVANT Collaboration Inventions with theexpenses for any such preparation, filing, prosecution and maintenance to beborne by AVANT.

### b.     SELECTCollaborative Inventions.  SELECT shall have the first right to prepare,file, prosecute, obtain and maintain (i) Select Patents that claim themanufacture, use, sale or importation of a Licensed Product, and (ii) Patentapplications and Patents disclosing SELECT Collaboration Inventions, with theexpenses for any such preparation, filing, prosecution and maintenanceto be borne by SELECT.

### c.     Inthe event that either Party elects not to exercise its first right to prepare,file, prosecute, obtain or maintain Patent applications and Patents asdescribed in Sections 11.3a or 11.3b, such Party shall so notify the otherParty promptly in writing and in good time to enable such other Party to meetany deadlines by which an action must be taken to establish or preserve anysuch rights in Patent rights.  Followingthe receipt of such notice, the other Party shall have the right, but not theobligation, at its sole expense to prepare, file, prosecute, obtain andmaintain the Patent applications and Patents identified in the notice all forits own benefit, and such Patent applications and Patents shall be removed fromthe operation of this Agreement.

## 11.4    Enforcement Rights.

### a.     Defenseand Settlement of Third Party Claims. If a Third Party asserts that a Patent or other right owned by it isinfringed by the manufacture, use or sale of any Licensed Product (a “ThirdParty Claim”), AVANT shall have the right to be solely responsible fordefending against any such assertions at its cost and expense. If AVANT electsto exercise such right, SELECT shall cooperate with AVANT at AVANT’s requestand shall have the right to be represented by counsel selected and paid for bySELECT.  If AVANT elects not to exercisesuch right as to such Third Party Claim, SELECT shall have the right but notthe obligation to manage solely the defense of the Parties against the ThirdParty Claim and AVANT shall cooperate with SELECT at SELECT’s request and shallhave the right to be represented by counsel selected and paid for by AVANT. TheParty that manages solely the defense of the Parties against the Third-PartyClaim shall also have the right to settle such Third-Party Claim on termsdeemed appropriate by such Party provided, however, that (A) neither Partyshall settle any Third-Party Claim in a manner that is prejudicial to theLicense Products, (B) such Party shall consult with the other Party concerningthe terms of any settlement agreement before entering into such an agreement,and (C) neither Party shall settle any such Third-Party Claim without the priorwritten consent of the other Party.

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### b.     Infringementby Third Parties Of Licensed Subject Matter. If any Patent licensed hereunderis infringed by a Third Party in any country in connection with themanufacture, use and sale of a Licensed Product in such country, the Party tothis Agreement first having knowledge of such infringement shall promptlynotify the other in writing.  The noticeshall set forth the known facts of that infringement in reasonable detail.  AVANT shall have the primary right, but notthe obligation, to institute, prosecute, and control any action or proceedingwith respect to such infringement of the Patent, by counsel of its own choice,and SELECT shall have the right, at its own expense, to be represented in thataction by counsel of its own choice.  IfAVANT fails to bring an action or proceeding within a period of one hundredeighty (180) days after a request by SELECT to do so, SELECT shall have theright to bring and control any such action by counsel of its own choice, andAVANT shall have the right to be represented in any such action by counsel ofits own choice at its own expense.  Ifone Party brings any such action or proceeding, the second Party agrees to bejoined as a party plaintiff and to give the first Party reasonable assistanceand authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this subsectionand any damages or other monetary awards recovered shall be retained by theParty bringing suit.  A settlement orconsent judgment or other voluntary final disposition of a suit under thissubsection may be entered into without the consent of the Party not bringingthe suit; provided that such settlement, consent judgment or other dispositiondoes not admit the invalidity or unenforceability of any Patent licensedhereunder; and provided further, that any rights to continue the infringingactivity in such settlement, consent judgment or other disposition shall belimited to the Licensed Product or activity that was the subject of the suit.

### c.     General.  With respect to infringement of the Patentslicensed hereunder, the Parties shall consult with each other regarding theinstitution, prosecution and control of any action or proceeding of any of thePatents.

## 11.5    Patent Marking.  AVANT shall permanently and legibly mark allproducts and documentation manufactured or sold by it under this Agreement witha patent notice as may be permitted or required under Title 35, United StatesCode.

# **12– ALTERNATEDISPUTE RESOLUTION**

Any dispute orcontroversy arising out of or relating to this Agreement, its construction orits actual or alleged breach will be decided by mediation. If the mediationdoes not result in a resolution of such dispute or controversy, it will befinally decided by 

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an appropriatemethod of alternate dispute resolution, including without limitation,arbitration, conducted in Los Angeles, California, in accordance with theCommercial Dispute Resolution Procedures of the American ArbitrationAssociation. The arbitration panel will include members knowledgeable in theevaluation of Vaccine Products. Judgment upon the award rendered may be enteredin the highest court or forum having jurisdiction, state or federal. Theprovisions of this Section 12 will not apply to decisions on the validity ofpatent claims or to any dispute or controversy as to which any treaty or lawprohibits such arbitration. The decision of the arbitration must be sanctionedby a court of law having jurisdiction to be binding upon and enforceable by theparties.

# **13 - GENERAL**

## 13.1    Assignment.  This Agreement may not be assigned by AVANT,regardless of whether such assignment is by contract or operation of law,without the prior written consent of SELECT, which will not be unreasonablywithheld. Notwithstanding the foregoing, either Party may assign or transferits rights and obligations under this Agreement without consent of the otherParty to a party that succeeds to all or substantially all of that Party’sbusiness or assets whether by sale, merger, operation of law or otherwise.  This Agreement shall be binding upon andinure to the benefit of and be enforceable by the Parties hereto and theirrespective successors and permitted assignees. Any assignment in violation ofthis Section 13.1 will be null and void.

## 13.2    This Agreement constitutesthe entire and only agreement between the parties with respect to the LicensedSubject Matter and Licensed Products and all other prior negotiations;representations, agreements, and understandings are superseded. No agreementsaltering or supplementing the terms of this Agreement may be made except by awritten document signed by both parties.

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## 13.3         Any notice requiredby this Agreement must be given by prepaid, first class, certified mail, returnreceipt requested and addressed to:

In the case of SELECT,to:

 

Select Vaccines Limited

Suite 15, 545 St. KildaRoad

Melbourne 3004 Victoria

Australia

Attention: Martin SoustPhD, Managing Director

Fax: +613 9529 2622

Phone: +613 9529 8788

With a copy to:

Polsinelli ShaltonFlanigan Suelthaus PC

180 N. Stetson Avenue

Suite 4525

Chicago, IL 60601

Attn:  Teddy Scott, Ph.D., Esq.

Fax: (312) 819-1910

Or in the case of AVANT to:

Avant Immunotherapeutics,Inc.119 Fourth Avenue

Needham, MA 02494-2725,U.S.A.

Attn: Timothy Cooke,Ph.D., Chief Operating Officer

Fax: (781)433-0262

with a copy to:

Goodwin | Procter LLP

Exchange Place

Boston, MA 02109

Attn:  Stuart M. Cable, Esq.

Fax: 1-617-523-1231

## Or other addresses as may be given from time to time under the terms ofthis notice provision.

## 13.4    Each Party must complywith all applicable federal, state and local laws and regulations in connectionwith its activities pursuant to this Agreement.

## 13.5    Each Party agrees to do and perform allsuch further acts and things and shall execute and deliver such otheragreements, certificates, instruments and documents necessary or that the otherParty reasonably may 

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## deem advisable to carry out the intent andaccomplish the purposes of this Agreement and to evidence, perfect or otherwiseconfirm its rights hereunder.

## 13.6    Each Party is an independent contractorunder this Agreement.  Nothing containedherein is intended or is to be construed so as to constitute AVANT and SELECTas partners, agents or joint venturers. Neither Party shall have any express or implied right or authority toassume or create any obligations on behalf of or in the name of the other Partyor to bind the other Party to any contract, agreement or undertaking with anyThird Party.

## 13.7    This Agreement will beconstrued and enforced in accordance with the laws of the United States ofAmerica and of the State of New York.

## 13.8    Failure of either Party toenforce a right under this Agreement will not act as a waiver of that right orthe ability to later assert that right relative to the particular situationinvolved.

## 13.9    Headings are included inthis Agreement for convenience only and shall not be used to construe thisAgreement.

## 13.10  If any part of thisAgreement is for any reason found to be unenforceable, all other partsnevertheless remain enforceable.

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## IN WITNESS of the above, the parties have caused their duly authorizedrepresentatives to execute this Agreement as of the date set forth below.

|            | **SELECT  VACCINES LIMITED** | **AVANT IMMUNOTHERAPEUTICS, INC.** |
|------------|------------------------------|------------------------------------|
| ** ** | ** **                   | ** **                         |
| ** ** | ** **                   | ** **                         |
|       | By :               | /S/ Martin Soust                   |   | By : | /S/ Una S. Ryan , |   |
|       |                         |                               |
|       | Name :                  | Martin Soust                       |   | Name : | Una S. RyanPh. D. |   |
|       |                         |                               |
|       | Title :                 | Managing Director                  |   | Title : | President and CEO |   |
|       |                         |                               |
|       | Date :                  | 10 February 2007                   |   | Date : | 9 February 2007 |   |
|       |                         |                               |
| ** ** | ** **                   | ** **                         |
| ** ** | **HEPGENICS  PTY LTD**       |                               |
| ** ** | ** **                   |                               |
| ** ** | ** **                   |                               |
|       |  By :         | /S/ Martin Soust                   |   |   |
|       |                         |                               |
|       | Name :                  | Martin Soust                       |   |   |
|       |                         |                               |
|       | Title :                 | Director                           |   |   |
|       |                         |                               |
|       | Date :                  | 10 February 2007                   |   |   |
|            |                              |                                    |  |  |  |  |  |  |  |  |  |  |

 

30

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**APPENDIXA**

# [***]

31

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**APPENDIXB**

Target Disease andTarget Antigen

| Licensed Product     | ** ** | **Target Disease** | ** ** | **Target Antigen** |
|----------------------|------------|--------------------|------------|--------------------|
| **First**            | ** ** | **Influenza**      | ** ** | **TBD**            |
| Second (if  elected) |       |               |       |               |
| Third (if  elected)  |       |               |       |               |

 

32

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**APPENDIXC**

**SELECTPATENTS**

[***]

33

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