Exhibit 10.6


 


EXCLUSIVE
LICENSE AGREEMENT





Johns
Hopkins University and BullFrog AI Holdings, Inc.


JHU
Agreement Number A40219


 


This
AGREEMENT is entered into by and between the Johns Hopkins University (“JHU”), a Maryland corporation having an address at
3400 N. Charles Street, Baltimore, Maryland, 21218- 2695, and BullFrog AI Holdings, Inc., (“LICENSEE”), a Nevada corporation
having an address at 325 Ellington Blvd., #317, Gaithersburg, MD 20878, and is effective on the 22nd day of February, 2022
(“EFFECTIVE DATE”).


 


RECITALS


 


WHEREAS,
JHU owns, by assignment or otherwise from members of its faculty and staff, certain valuable inventions, know-how, and data as specified
in Exhibit A-1, which JHU desires to have commercialized to make useful products and services available for the benefit of the
public, including members of undeveloped countries and poor populations, as soon as possible, in accordance with JHU’s mission
and purpose;


 


WHEREAS,
LICENSEE and JHU entered into a Non-Disclosure Evaluation, and Option Agreement dated October 15, 2021 (“OPTION AGREEMENT”);
and


 


WHEREAS,
LICENSEE exercised the license option from JHU on November 22, 2021, and in accordance with the terms of the OPTION AGREEMENT, the parties
now wish to enter into an exclusive license agreement; and


 


WHEREAS,
LICENSEE desires to obtain certain rights in accordance with this AGREEMENT so that it may develop, manufacture, use and/or distribute
certain products and services for public use and benefit as soon as possible.


 


NOW
THEREFORE, the parties agree, with the intent to be legally bound, as follows:


 


	1.	DEFINITIONS
                                            AND SCOPE



 


Capitalized
terms have the meanings provided by Exhibit B or as defined in the body of this AGREEMENT.


 


	2.	GRANT
                                            OF LICENSES



 


		2.1.	Grant
                                            of Exclusive Patent License. Subject to this AGREEMENT, JHU grants LICENSEE an exclusive
                                            license under the LICENSED PATENTS to make, have made, use, import, export, offer to sell
                                            and sell LICENSED PRODUCTS in the LICENSED TERRITORY and FIELD OF USE and to grant SUBLICENSES
                                            subject to the limitations provided by this AGREEMENT.
	 	 	 
		2.2.	Grant
                                            of Non-Exclusive Right to Use Data, and Know-How. JHU grants LICENSEE a non-exclusive
                                            right to use the LICENSED DATA, or LICENSED KNOW-HOW, existing as of the EFFECTIVE DATE of
                                            this AGREEMENT and as identified in and subject to restrictions identified in Exhibit
                                            A-1. This right to use is granted solely to LICENSEE to permit LICENSEE to make, have
                                            made, use, import, export, offer to sell, sell, develop, and commercialize LICENSED PRODUCTS
                                            in the LICENSED TERRITORY in the FIELD OF USE, provided that LICENSEE may grant SUBLICENSES
                                            to LICENSED DATA and LICENSED KNOW-HOW, solely in connection with SUBLICENSES of the LICENSED
                                            PATENTS and solely to the extent needed to practice the LICENSED PATENTS and subject to the
                                            limitations provided by this AGREEMENT.



 




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		2.3.	Affiliate
                                            Rights and Obligations. The LICENSED RIGHTS granted herein extend to AFFILIATES, except
                                            that AFFILIATES may not grant SUBLICENSES without JHU’s written consent. An AFFILIATE
                                            that exercises rights under this AGREEMENT shall automatically be bound by all terms and
                                            conditions of this AGREEMENT, including but not limited to indemnity and insurance provisions
                                            and the obligation to pay ROYALTIES. All acts or omissions by an AFFILIATE shall be considered
                                            acts or omissions of LICENSEE, which is, and shall remain, liable for them.
	 	 	 
		2.4.	Sublicense
                                            Notification. LICENSEE shall provide a complete and unredacted copy of each SUBLICENSE
                                            to JHU within thirty (30) days of execution. Each SUBLICENSE shall (i) expressly reference
                                            this AGREEMENT and declare void and unenforceable against JHU any terms contrary to this
                                            AGREEMENT; (ii) prohibit sublicensing by the SUBLICENSEE; (iii) expressly incorporate the
                                            Articles (inclusive of subsections) of this AGREEMENT numbered 4, 5, 6, 7, 8, 9, 10, 11,
                                            and 12 for the benefit of JHU; and (iv) acknowledge JHU as a third party beneficiary of the
                                            SUBLICENSE having the right to audit and enforce its terms and (v) expressly require SUBLICENSEE
                                            to provide LICENSEE diligence reports on an annual basis for the express purpose of providing
                                            those SUBLICENSEE diligence reports to JHU. In addition, each SUBLICENSE shall provide for
                                            its own immediate termination or expiration upon termination or expiration of this AGREEMENT,
                                            unless LICENSEE’s entire right and interest in such SUBLICENSE (including all rights
                                            to receive ROYALTIES and other payments) is assigned in writing to JHU with JHU’s consent,
                                            which shall not be unreasonably withheld or delayed. Failure to comply with the requirements
                                            of this Section 2.4 shall cause any purported SUBLICENSE to be void.
	 	 	 
		2.5.	Retained
                                            Research and Publication Rights. JHU retains the unrestricted right, on behalf of itself,
                                            its faculty and staff and non-profit academic or research institutions to whom JHU extends
                                            such rights, to practice and use any LICENSED RIGHTS described in Exhibit A-1 for
                                            any research or non-profit purpose, including sponsored research and collaborations with
                                            commercial entities and assessment and treatment of patients at Johns Hopkins Health System/JHU
                                            institutions. In addition, the right of JHU’s faculty and staff to publish all information
                                            concerning what is described in Exhibit A-1 shall not be restricted by this AGREEMENT.
	 	 	 
		2.6.	Government
                                            Rights. LICENSED PATENTS arising from research funded in whole or part by the United
                                            States government are subject to the Bayh Dole Act and its implementing regulations (35 U.S.C.
                                            §§ 200-204, 37 CFR Part 401) (collectively, “Bayh Dole Obligations”),
                                            including requirements to take effective steps in a reasonable time to achieve practical
                                            application of the LICENSED PATENTS in the FIELD OF USE and to assure LICENSED PRODUCTS sold
                                            or produced in the United States be “manufactured substantially in the United States.”
                                            LICENSEE shall comply with, and cooperate with, JHU in assuring compliance with the Bayh
                                            Dole Obligations. JHU’s obligations under Title 35 Sections 200-204 of the United States
                                            Code include the grant of an irrevocable, non-exclusive, nontransferable, royalty-free worldwide
                                            license to LICENSED PATENTS by JHU to the United States government, and a statement of United
                                            States government patent rights on all LICENSED PATENTS. All determinations of federal research
                                            funding involvement will be made solely by JHU, and JHU’s determination shall be honored
                                            by LICENSEE.



 




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	 	2.7.	Humanitarian
                                            Rights and Obligations.



 


		2.7.1.	The
                                            parties will cooperate such that essential medicines developed under this AGREEMENT can be
                                            made available in LEAST DEVELOPED COUNTRIES. JHU agrees to consider reasonable requests of
                                            LICENSEE for a commensurate reduction of payment obligations to JHU to facilitate the availability
                                            of LICENSED PRODUCTS in such countries.
	 	 	 
		2.7.2.	Provided
                                            JHU first consults with LICENSEE, pursuant to this Section 2.7.2, JHU retains the right to
                                            grant rights to manufacture, use, distribute, sell and import the LICENSED RIGHTS described
                                            in Exhibit A-1 to a QUALIFIED HUMANITARIAN ORGANIZATION for HUMANITARIAN PURPOSES,
                                            provided that any such grant shall expressly prohibit the manufacture, use, distribution,
                                            sale or importation of any LICENSED PRODUCT in a country other than a LEAST DEVELOPED COUNTRY.
                                            Prior to granting such rights, JHU will notify LICENSEE, and LICENSEE shall have the first
                                            right to grant such rights to such QUALIFIED HUMANITARIAN ORGANIZATION.



 


		2.8.	Commercial
                                            Development Sublicenses. In the event LICENSEE is unable or unwilling to develop a LICENSED
                                            PRODUCT for an unserved market, use, indication or territory, upon JHU’s written request
                                            and LICENSEE’S failure to provide JHU with a reasonable development plan for such unserved
                                            market, use, indication, or territory within ninety (90) days of such written request, LICENSEE
                                            shall negotiate with one or more potential sublicensees identified by JHU to authorize development
                                            of such product. LICENSEE shall not, however, be obligated to enter into a sublicense that
                                            poses a material risk to the successful development and commercialization of LICENSED PRODUCTS
                                            by LICENSEE.
	 	 	 
		2.9.	Exclusions.
                                            Nothing in this AGREEMENT imposes obligations on JHU or grants rights in any JHU technology,
                                            intellectual property or other assets except as expressly identified in this AGREEMENT. Except
                                            as specifically provided in this AGREEMENT, JHU does not have any obligation to provide to
                                            LICENSEE any know how, inventions, data, materials, or assistance.



 


	3.	DILIGENCE
                                            AND DILIGENCE REPORTS



 


		3.1.	Milestones.
                                            LICENSEE shall achieve the MILESTONES set forth in Exhibit A-3 and shall notify
                                            JHU of the achievement of each MILESTONE within thirty (30) days of achieving them.
	 	 	 
		3.2.	Extension
                                            of Diligence Milestone. LICENSEE may request, in writing, an extension of the period
                                            for achieving a diligence MILESTONE set forth in Exhibit A-3 (each a MILESTONE) by
                                            up to six months. JHU will grant the requested extension provided (i) LICENSEE has diligently
                                            pursued achievement of the MILESTONE; and (ii) LICENSEE remits the milestone payment amount
                                            within thirty (30) days of achievement of the delayed MILESTONE. The extension of a MILESTONE
                                            shall automatically extend the deadline for subsequent MILESTONES of Exhibit A-3 respecting
                                            the same subject matter by like amount. LICENSEE may seek extensions for MILESTONES no more
                                            than twice during the term of this AGREEMENT.



 




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		3.3.	Diligence
                                            Reports. Annually, on or before March 1 of each year, LICENSEE shall submit a Diligence
                                            Report for the prior calendar year to JHU substantially in the form attached as Exhibit
                                            D and in sufficient detail to facilitate JHU’s compliance with its Bayh Dole Obligations.



 


		4.	FEES,
                                            ROYALTIES, MILESTONES, AND EQUITY CONSIDERATION



 


		4.1.	Licensee’s
                                            Obligation to Pay Fees, Royalties and Other Payments. As partial consideration for the
                                            rights granted by JHU under this AGREEMENT, LICENSEE shall pay to JHU all ROYALTIES, fees,
                                            PAST PATENT COSTS, PATENT COSTS,SUBLICENSE
NON-ROYALTY CONSIDERATION, and other payments LICENSED PARTIES are required to pay JHU under this AGREEMENT. SALES, actions, or omissions
by any LICENSED PARTY are deemed to be SALES, actions, or omissions of LICENSEE.
	 	 	 
		4.2.	Upfront
                                            License Fee. LICENSEE shall pay to JHU a nonrefundable UPFRONT LICENSE FEE as specified
                                            in Exhibit A-2 within thirty (30) days of the EXECUTION DATE. The UPFRONT LICENSE
                                            FEE paid by LICENSEE to JHU shall
not be credited towards any other payments LICENSEE is required to pay JHU under this AGREEMENT.






 


		4.3.	Annual
                                            License Fee. LICENSEE shall pay to JHU annually on or before January 1 of each calendar
                                            year the ANNUAL LICENSE FEE as specified in Exhibit A-2.
	 	 	 
		4.4.	Patent
                                            Costs. LICENSEE shall reimburse JHU for all PAST PATENT COSTS specified in Exhibit
                                            A-2 according to the time schedule specified in Exhibit A-2. PATENT COSTS will be invoiced
                                            to LICENSEE on a rolling basis as processed by JHU or JHU’s patent counsel and are
                                            due and payable within thirty (30) days of receipt by LICENSEE.
	 	 	 
		4.5.	Minimum
                                            Annual Royalty. By January 1 of each calendar year, LICENSEE shall pay JHU the MINIMUM
                                            ANNUAL ROYALTY (“MAR”) specified in Exhibit A-2. MAR payments are non-refundable
                                            and will be credited against ROYALTIES incurred by LICENSEE for the calendar year in which
                                            the MAR was due. No MAR credits will be applied to ROYALTIES incurred in prior or subsequent
                                            calendar years.
	 	 	 
		4.6.	Royalties
                                            on Licensed Products and Reports. Within forty-five (45) days of the end of each calendar
                                            quarter following FIRST COMMERCIAL SALE, LICENSEE shall pay ROYALTIES in accordance with
                                            Exhibit A-2 and submit the electronic Excel Quarterly SALES & ROYALTY Report set
                                            forth in Exhibit C. ROYALTIES shall be paid on all SALES, use or manufacture of LICENSED
                                            PRODUCTS in the LICENSED TERRITORY by all LICENSED PARTIES.
	 	 	 
		4.7.	Milestone
                                            Payments. Within thirty (30) days of achieving a MILESTONE, LICENSEE shall pay the related
                                            milestone payment to JHU as specified in Exhibit A- 3.



 




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		4.8.	Private
                                            Offering Purchase Rights. As partial consideration in addition to license fees, in the
                                            event of any private offering of the LICENSEE’s equity securities for cash (or in satisfaction
                                            of debt issued for cash)(also outline on Exhibit A-5):



 


		4.8.1.	JHU
                                            and/or its Assignee (as defined below) may purchase for cash up to one percent (1%) of the
                                            securities or interests issued in such offering.



 


		4.8.1.1.	“Assignee”
                                            means: (a) any entity to which JHU’s participation rights under this Section 1 have
                                            been assigned either by JHU or another entity; or (b) any entity that is controlled by JHU.



 


		4.8.2.	In
                                            any private offering subject to this AGREEMENT (“Offering”), JHU and/or its Assignee’s
                                            purchase right shall be at the same price and on the same terms as the most favored other
                                            investors, except that JHU and/or its Assignee shall not have any board representation or
                                            board meeting attendance rights.
	 	 	 
		4.8.3.	LICENSEE
                                            shall give JHU at least thirty (30) days advance written notice of the terms of each Offering,
                                            including the names of the investors and the amounts to be invested by each, and JHU may
                                            elect to exercise its right of purchase, in whole or in part, by written notice given to
                                            the LICENSEE within fifteen (15) business days after receipt of LICENSEE’S notice.
                                            To exercise this right, JHU must provide the written notice of its election to invest per
                                            the prior sentence and must sign all purchase and shareholder agreements that are signed
                                            by the other investors. If JHU and/or its Assignee elects not to purchase or fails to give
                                            an election notice within such period, JHU’s purchase right will not apply to the Offering
                                            if (and only if and to the extent) it is consummated within ninety (90) days on the same
                                            or less favorable (to the investor) terms as stated in LICENSEE’s notice to JHU.



 


All
rights under this Section 1.4 will not apply to the issuance of stock to employees and other service providers pursuant to a plan approved
by LICENSEE’s board of directors, or to shares issued as additional consideration in lending or leasing transactions. In the event
of the closing of a firm commitment underwritten public offering, the rights granted in Section 1.4 will terminate (in addition to any
earlier termination pursuant to their terms) immediately before such closing.


 


		4.8.4.	JHU’s
                                            rights respecting equity of or securities in LICENSEE are cumulative. In the event of a conflict,
                                            the provision of this AGREEMENT granting greater interests or purchase rights to JHU will
                                            govern.
	 	 	 
		4.8.5.	This
                                            Section 1 shall survive the termination of this AGREEMENT.



 


		4.9.	Patent
                                            Expiration and Royalty Adjustments.



 


		4.9.1.	Expiration
                                            of Valid Claims. Upon expiration of all VALID CLAIMS, LICENSEE’s ROYALTY obligation
                                            shall be reduced by 50%.



 




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		4.9.2.	Royalty
                                            Stacking. In the event a LICENSEE pays royalties on one or more third party patents (“OTHER
                                            ROYALTIES”) as a requirement to make, use or sell a LICENSED PRODUCT, then the LICENSEE
                                            may deduct 50% of the amount paid for such OTHER ROYALTY from the ROYALTIES owed to JHU under
                                            this AGREEMENT. At no time, however, may the effective ROYALTY rate applicable to a LICENSED
                                            PRODUCT that requires OTHER ROYALTIES be less than 50% of the applicable ROYALTY rate as
                                            set forth in Exhibit A-2. No deduction under this Section 4.9.2 shall be made for
                                            OTHER ROYALTIES paid to an AFFILIATE, division, or corporation sharing a common business
                                            location or any corporate officer with LICENSEE or to any SUBLICENSEE.



 


		4.10.	Royalty
                                            Duration. LICENSEE’s obligation to pay ROYALTIES on SALES of each LICENSED PRODUCT
                                            shall remain in effect for the longer of (i) 10 years from date of FIRST COMMERCIAL SALE,
                                            or (ii) the expiration of all VALID CLAIMS, and thereafter LICENSEE shall no longer be obligated
                                            to pay ROYALTIES in connection with the SALES of each LICENSED PRODUCT.
	 	 	 
		4.10.1.	International
                                            Licensed Products. The duration of the LICENSEE’s obligation to pay ROYALTIES shall
                                            be determined on a country-by-country basis from the date of FIRST COMMERCIAL SALE to the
                                            date of expiration of all VALID CLAIMS.
	 	 	 
		4.11.	Sublicense
                                            Non-Royalty Consideration. LICENSEE shall pay to JHU the SUBLICENSE NON-ROYALTY CONSIDERATION
                                            as stated on Exhibit A-2 within sixty (60) days of receipt of SUBLICENSE NON-ROYALTY
                                            CONSIDERATION by LICENSEE.
	 	 	 
		4.12.	Assignment
                                            Fee. LICENSEE shall pay to JHU an assignment fee as provided for in Exhibit A-4
                                            within sixty (60) days of receipt of assignment consideration from its assignee.
	 	 	 
		4.13.	Currency.
                                            All payments by LICENSEE to JHU shall be made in U.S. Dollars. Computation of conversion
                                            to U.S. Dollars from foreign currency transactions shall be made on a quarterly basis using
                                            the exchange rate quoted by United States Federal Reserve Bank for the last business day
                                            of the calendar quarter for which payment is due.
	 	 	 
		4.14.	Non-U.S.
                                            Taxes. LICENSEE shall pay all non-U.S. taxes imposed on all amounts payable by LICENSEE
                                            under this AGREEMENT. Such tax payments are not deductible from any payments due to JHU.
	 	 	 
		4.15.	Invoicing
                                            by JHU. Payments shall be due in accordance with this AGREEMENT, and JHU shall invoice
                                            LICENSEE for each payment due. Should JHU send an invoice to LICENSEE, it may do so in electronic
                                            form via e-mail sent to the e-mail address supplied by LICENSEE from time to time, and will
                                            be deemed received by LICENSEE upon transmission.
	 	 	 
		4.16.	Purchase
                                            Orders. If at any time LICENSEE requires a Purchase Order to complete payment to JHU
                                            under this AGREEMENT or a new Purchase Order number is issued on an annual basis, LICENSEE
                                            shall provide Purchase Order No. with JHU Agreement AXXXXX to JHTVReports@JHU.edu
                                            or other email address provided by JHTV. Alternatively, LICENSEE may inform JHU of need for
                                            or change in Purchase Order number on the electronic Excel Quarterly Royalty and Sales Report



 




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		4.17.	Payment
                                            Methods. All payments to JHU shall be made either by check or wire transfer,
in accordance with the payment instructions set forth in Exhibit A-2 as may be updated from time to time.
	 	 	 
		4.18.	Interest.
                                            Payments not received when due shall bear interest at the rate of six percent (6%) per annum
                                            (compounded monthly) from the date due until paid in full.



 


	5.	ROYALTY
                                            REPORTS AND ACCOUNTING



 


		5.1.	Royalty
                                            Reports. Beginning with the FIRST COMMERCIAL SALE of a LICENSED PRODUCT, LICENSEE shall
                                            thereafter submit to JHU a Quarterly Sales and Royalty Report thirty (30) days after the
                                            end of each calendar quarter (even if there are no sales during that quarter), along with
                                            royalty payment under Section 4.6. LICENSEE agrees to submit an electronic Excel royalty
                                            report using the electronic royalty report template provided by JHU. This report will be
                                            in the form of Exhibit C and will state the number, description, and aggregate SALES
                                            of LICENSED PRODUCTS during the completed calendar quarter. All indicated columns shall be
                                            populated as they pertain to the completed calendar quarter with adjustments and unusual
                                            occurrences documented.
	 	 	 
		5.2.	Accounting
                                            and Audit Rights. Each LICENSED PARTY shall maintain complete and accurate books and
                                            records, for no less than seven years, relating to the rights and obligations under this
                                            AGREEMENT and any amounts payable to JHU. Such books and records shall include information
                                            sufficient to permit JHU to confirm the accuracy and completeness of any payments and reports
                                            delivered to JHU and compliance in all other respects with this AGREEMENT. Upon 14 days’
                                            notice, a LICENSED PARTY shall make such books and records available for inspection by JHU
                                            or its designee (provided that such designee has signed a confidentiality agreement with
                                            terms consistent with those in Article 6 of this Agreement) during normal business hours,
                                            to verify any reports, accuracy and completeness of payments and/or compliance with this
                                            AGREEMENT. In the event the inspections shows an underpayment to JHU of 5% or more for any
                                            quarter during the period examined, LICENSEE shall bear the full cost of the inspection,
                                            which shall be due and payable (along with past due ROYALTY, ROYALTY shortfall and other
                                            payment amounts plus interest per Section 4.18 from the date that such payments should have
                                            been made to JHU) within thirty (30) days of receiving notice from JHU of the inspection
                                            results. JHU may exercise this inspection right not more than annually, unless prior inspections
                                            show consistent underpayment of 10% or more (in which case JHU may conduct follow up inspections
                                            at its discretion).
	 	 	 
		5.3.	Statute
                                            of Limitations. Notwithstanding any applicable statute of limitation, LICENSEE agrees
                                            that it shall pay JHU for any underpayments revealed by an inspection for a period of seven
                                            (7) years prior to the inspection.
	 	 	 
		5.4.	Final
                                            Royalty Report and Payment. Within ninety (90) days of termination of this AGREEMENT,
                                            each LICENSED PARTY shall submit a final written Sales and Royalty Report and pay all outstanding
                                            amounts due under this AGREEMENT.



 




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	6.	CONFIDENTIAL
                                            INFORMATION



 


		6.1.	Term
                                            of Confidentiality. During the term of this AGREEMENT and for a period of three (3) years
                                            thereafter, the parties agree that all CONFIDENTIAL INFORMATION disclosed by a party shall
                                            be maintained in confidence by the receiving party and shall not be disclosed by the receiving
                                            party to any third party unless agreed to in writing by the disclosing party or compelled
                                            by a court of competent jurisdiction; nor shall any such CONFIDENTIAL INFORMATION be used
                                            by the receiving party for any purposes other than those contemplated by this AGREEMENT.
	 	 	 
		6.2.	Standard
                                            for Confidentiality. Each party shall maintain the security of CONFIDENTIAL INFORMATION
                                            it receives from the other party by employing reasonable safeguards that are no less secure
                                            than those used to protect its own confidential records.
	 	 	 
		6.3.	Permitted
                                            Disclosures. These obligations respecting CONFIDENTIAL INFORMATION do not preclude disclosures
                                            about this AGREEMENT and amounts paid by LICENSED PARTIES as part of routinely prepared summary
                                            documents or financial reports, nor do they impede or impair JHU’s exercise of retained
                                            research and publication rights pursuant to Section 2.5, provided that JHU not disclose LICENSEE’s
                                            CONFIDENTIAL INFORMATION in such publications.



 


		7.	DISCLAIMERS,
                                            LIABILITY LIMITATION



 


		7.1.	DISCLAIMER. JHU
                                            MAKES NO WARRANTIES UNDER THIS AGREEMENT. ALL TANGIBLE AND INTANGIBLE MATTER, INTELLECTUAL
                                            PROPERTY, TECHNOLOGY, RIGHTS, DATA, KNOW-HOW, AND MATERIALS (“DELIVERABLES”)
                                            LICENSED, GRANTED, OR PROVIDED BY JHU ARE “AS IS.” JHU MAKES NO REPRESENTATIONS
                                            WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, AS TO ANY MATTER INCLUDING WARRANTY
                                            OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, USEFULNESS, TITLE, NONINFRINGEMENT, VALIDITY,
                                            ENFORCEABILITY, USE, UTILITY, SCOPE, OR SUCCESFUL OPERATION OF DELIVERABLES.
	 	 	 
		7.2.	LIMITS
                                            OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL
                                            DAMAGES, SUCH AS LOSS OF PROFITS OR INABILITY TO USE DELIVERABLES, HOWEVER ARISING, EVEN
                                            IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Under no circumstances shall JHU be liable for damages in excess amounts received by JHU under this AGREEMENT during the 12 months prior
to the event giving rise to the claim for damages.



 


	8.	INDEMNITY
                                            AND INSURANCE



 


		8.1.	Indemnification.
                                            LICENSEE and each applicable LICENSED PARTY (each an “Indemnitor” and collectively
                                            “Indemnitors”) shall protect, defend, and indemnify the JHU INDEMNITEES from
                                            and against any claims, losses, or damages of third parties (i)
allegedly arising from or related in any way to any act or omission of an Indemnitor performing or exercising rights granted under this
AGREEMENT, or (ii) allegedly caused by or arising in any way from LICENSED PRODUCTS. Indemnitors shall pay to defend the JHU INDEMNITIES
against any claim subject to this Section 8.1 with counsel reasonably acceptable to JHU, and shall pay and/or hold the JHU INDEMNITEES
harmless as against any judgments, fees, expenses, or other costs arising from or incidental to any such lawsuit, claim, demand or other
action, whether or not any JHU INDEMNITEE is named as a party defendant in any such lawsuit and whether or not the JHU INDEMNITEES are
alleged to be negligent or otherwise responsible for any injuries to persons or property.






 




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		8.1.1.	Exclusions.
                                            The LICENSED PARTY Indemnification obligation as stated herein excludes: (i) claims arising
                                            solely from the practice by JHU of its retained rights under Section 2.5 of this AGREEMENT;
                                            and (ii) claims arising solely from the negligent use or administration by a JHU INDEMNITEE
                                            of a LICENSED PRODUCT (but any related claim of product liability or Indemnitor negligence
                                            shall remain subject to Indemnification).



 


		8.1.2.	Notice,
                                            Cooperation, and Participation. JHU or a JHU Indemnitee shall provide LICENSEE with prompt
                                            notice of any claims subject to indemnification, and will provide reasonable cooperation
                                            in the investigation and defense of such claims. JHU shall have the right to participate
                                            in the defense of any claim with counsel of its choice and at its own expense. JHU shall
                                            have the right to approve any settlement against JHU or that imposes any liability or obligation
                                            on JHU, such approval not to be unreasonably withheld. JHU shall not be entitled to indemnification
                                            if it concludes any settlement or compromise of a claim without the prior written consent
                                            of LICENSEE, which consent shall not be unreasonably withheld, delayed, or conditioned.



 


		8.2.	Insurance.
                                            LICENSEE shall, continuing throughout the term of this AGREEMENT and for a period of
                                            three years thereafter, obtain and maintain, in full force and effect and at LICENSEE’s
                                            sole cost and expense, the insurance coverage as set forth in Exhibit E. LICENSEE
                                            shall provide written proof of such insurance coverage to JHU within 30 days of EXECUTION
                                            DATE or initial coverage, whichever is later, and each renewal thereof. This AGREEMENT and
                                            the licenses granted herein shall immediately and automatically terminate in the event LICENSEE
                                            or a LICENSED PARTY (as applicable) fails to obtain the required insurance or if the insurance
                                            lapses or is cancelled.



 


		8.3.	Survival.
                                            The foregoing indemnification obligations shall survive termination or expiration of this
                                            AGREEMENT, and shall not be subject to any limitation of liability set forth in this AGREEMENT.



 


		9.	PATENTS



 


		9.1.	Title
                                            and Authority. JHU shall retain and hold title to all patents and patent applications
                                            included in the PATENT RIGHTS. JHU retains all decision-making authority with respect to
                                            patent filing and prosecution of the PATENT RIGHTS.



 




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		9.2.	Domestic
                                            Filing and Prosecution. JHU shall have sole control over the selection of counsel, filing,
                                            prosecution, maintenance and management of all issued patents and pending and future patent
                                            applications in the United States that are subject to this AGREEMENT. JHU, at LICENSEE’s
                                            expense, shall have the right to file, prosecute and maintain all patents and patent applications
                                            included in the PATENT RIGHTS. JHU shall request its patent counsel to timely copy LICENSEE
                                            on all official actions and written correspondence with any patent office and to afford LICENSEE
                                            an opportunity to comment on prosecution matters. LICENSEE may elect to abandon its participation
                                            in, and rights to, a patent application or issued patent filed in the United States, provided
                                            that LICENSEE notifies JHU in writing at least ninety (90) days before any due date for any
                                            pending Office Action or matter or any maintenance fee due date in the case of an issued
                                            patent. Such election shall not relieve LICENSEE of the obligation to reimburse JHU for PATENT
                                            COSTS and PAST PATENT COSTS associated with such application that were incurred before JHU
                                            received actual notice of LICENSEE’s abandonment. Thereafter, JHU may file, prosecute,
                                            and/or maintain such patent applications or patents at its own expense and for its own benefit
                                            and any PATENT RIGHTS granted on such applications or patents shall be excluded from the
                                            LICENSED PATENTS. Failure to provide such notification may be considered by JHU to be LICENSEE’s
                                            authorization to proceed at LICENSEE’s expense.



 


		9.3.	Foreign
                                            Filing and Prosecution. Upon LICENSEE’s written request and at LICENSEE’s
                                            expense, JHU will file and prosecute PATENT RIGHTS in one or more foreign jurisdiction. JHU
                                            or its designee shall have sole control over the selection of counsel, filing, prosecution,
                                            maintenance and management of all foreign issued patents and pending and future patent applications
                                            that are subject to this AGREEMENT. Upon written notification to JHU and its patent counsel
                                            at least ninety (90) days in advance of any filing, response, or fee deadline, LICENSEE may
                                            elect to abandon its participation in, and rights to, a patent application filed in a foreign
                                            jurisdiction. Such election shall not relieve LICENSEE of the obligation to reimburse JHU
                                            for PATENT COSTS and PAST PATENT COSTS associated with such application that were incurred
                                            before JHU received actual notice of LICENSEE’s abandonment. Thereafter, JHU may file,
                                            prosecute, and/or maintain such foreign patent applications or patents at its own expense
                                            and for its own benefit and any PATENT RIGHTS granted on such applications or patents shall
                                            be excluded from the LICENSED PATENTS.



 


		9.4.	Common
                                            Interest. All non-public information exchanged between JHU and the LICENSED PARTIES or
                                            their respective counsel regarding preparation, filing, prosecution, and maintenance of the
                                            PATENT RIGHTS shall be deemed CONFIDENTIAL INFORMATION. In addition, the parties acknowledge
                                            and agree that, with respect to such preparation, filing, prosecution and maintenance of
                                            the PATENT RIGHTS, the interests of the parties are to obtain the strongest patent protection
                                            possible, and as such, are aligned and are legal in nature. The parties agree and acknowledge
                                            that they have not waived, and nothing in this AGREEMENT constitutes a waiver of, any legal
                                            privilege concerning the PATENT RIGHTS or the CONFIDENTIAL INFORMATION, including privilege
                                            under the common interest doctrine and similar or related doctrines.



 


		9.5.	INFRINGEMENT.



 


		9.5.1.	Notification
                                            of Infringement by third party. Each party will promptly notify the other in writing
                                            in the event it discovers, receives notice of, or otherwise reasonably suspects infringement
                                            by a third party.



 




    	10



    	 



    

 


		9.5.2.	Suits
                                            for Infringement. LICENSEE shall have the first right, at its own expense, to initiate
                                            and prosecute an infringement action against one or more third parties to enforce the LICENSED
                                            PATENTS in the FIELD OF USE in the LICENSED TERRITORY, provided that LICENSEE: (i) notifies
                                            JHU at least ninety (90) days in advance of any such suit; (ii) does not file said action
                                            without the prior written consent of JHU; and (iii) carefully considers the views of JHU
                                            and the public interest in making its decision whether or not to file suit. LICENSEE: (i)
                                            shall not initiate an infringement action in the absence of a good faith belief in the infringement,
                                            validity and enforceability of the asserted claims after reasonable investigation, (ii) shall
                                            at all times keep JHU informed as to the status of the action and shall consult with JHU
                                            throughout the action; and (iii) shall at all times carefully consider the views of JHU with
                                            respect to any infringement action, including, for example, choice of litigation counsel,
                                            venue, and litigation strategy. LICENSEE shall pay to JHU 20% of any monetary award, settlement
                                            or recovery, net of all reasonable LICENSEE and JHU attorneys’ fees and out-of-pocket costs and expenses paid to third parties by LICENSEE and/or JHU in connection
with each suit or settlement.
	 	 	 
		9.5.3.	Party
                                            Communications. All communications concerning a suit or potential suit against a third
                                            party between JHU and LICENSEE shall be treated as CONFIDENTIAL INFORMATION and are agreed
                                            to be subject to all available privileges and protections including the joint defense privilege
                                            and common interest privilege. Settlement or other voluntary final disposition of the suit
                                            may not be concluded without the prior written consent of JHU. JHU shall reasonably cooperate
                                            in any such litigation at LICENSEE’s expense.
	 	 	 
		9.5.4.	JHU’s
                                            Secondary Right to Enforce. LICENSEE understands and agrees that JHU has no obligation
                                            to bring suit against third parties for infringement of the LICENSED PATENTS. In the event
                                            LICENSEE does not initiate an infringement action within ninety (90) days after its discovery
                                            of or receiving notification of alleged infringement, JHU may initiate and prosecute such
                                            infringement action in its sole discretion and on its own behalf. LICENSEE shall reasonably
                                            cooperate in such litigation at JHU’s request, including as a co-plaintiff, and agrees
                                            to provide any evidence, witnesses or other support of litigation as needed at its own expense.
                                            Upon initiation of an infringement action by JHU, JHU shall have the sole right to seek resolution
                                            of the alleged infringement through litigation, settlement agreement or otherwise. After
                                            the ninety day period of discovery/notice has elapsed, LICENSEE shall not be permitted to
                                            transfer its rights or sublicense the LICENSED PATENTS or otherwise reach an agreement with
                                            any suspected infringer that would impact JHU’s action in any way. Any recovery from
                                            JHU’s action shall be for JHU’s sole benefit and account. All communications
                                            concerning a suit or potential suit against a third party between JHU and LICENSEE shall
                                            be treated as CONFIDENTIAL INFORMATION and are agreed to be subject to all available privileges
                                            and protections including the joint defense privilege and common interest privilege.



 




    	11



    	 



    

 


		9.6.	Third
                                            Party Invalidity Actions. LICENSEE shall defend at LICENSEE’s expense any declaratory
                                            judgment or other action brought by a third party naming LICENSEE and/or JHU as a defendant
                                            and alleging invalidity of any of the PATENT RIGHTS unless such action is brought as a counterclaim
                                            to a suit against the third party initiated by JHU pursuant to JHU’s secondary right
                                            to enforce. JHU may, in its sole discretion and at its own expense, assume control of the
                                            defense of any third party action naming JHU as a defendant, in which case LICENSEE shall
                                            cooperate fully with JHU in such defense at its own expense.
	 	 	 
		9.7.	Waiver
                                            of Invalidity Claims. LICENSEE, on behalf of itself, AFFILIATEs, and SUBLICENSEEs, understands
                                            and agrees that transfer of LICENSED RIGHTS under this AGREEMENT will confer substantial
                                            benefits to them, even in the absence of one of more VALID CLAIMS. Such benefits include
                                            “early mover” advantage. In addition, LICENSEE on behalf of itself, AFFILIATEs,
                                            and SUBLICENSEEs understands and agrees that the consideration paid for LICENSED RIGHTS reflects
                                            the nature and risks of early-stage technology, and the consideration required for a license
                                            to later stage technology would be significantly higher. Accordingly, each LICENSED PARTY
                                            agrees that it shall not initiate any action or proceeding to invalidate PATENT RIGHTS and
                                            hereby waives any rights they may have to do so.



 


		9.8.	Patent
                                            Challenges. Notwithstanding the foregoing, if a LICENSED PARTY initiates an action or
                                            proceeding challenging the validity or scope of PATENT RIGHTS or that a LICENSED PRODUCT
                                            practices the PATENT RIGHTS, the following shall apply:



 


		(a)	JHU
                                            may terminate this AGREEMENT upon written notice to LICENSEE and/or the LICENSED PARTY.
	 	 	 
		(b)	No
                                            payments or reports required by this AGREEMENT shall be suspended or delayed during any challenge
                                            to PATENT RIGHTS and no such payments shall be subject to refund or recoupment for any reason.
	 	 	 
		(c)	Not
                                            less than ninety (90) days prior to initiating any challenge to a PATENT RIGHTS, the party
                                            challenging PATENT RIGHTS (the “Challenging Party”) shall provide written notice
                                            of the expected challenge to JHU which shall include a clear statement of the factual and
                                            legal basis for the challenge, and an identification of all prior art, documents, products
                                            or other matter the Challenging Party believes to provide a basis for such challenge.
	 	 	 
		(d)	If
                                            such action or proceeding determines that at least one claim of the PATENT RIGHTS is a VALID
                                            CLAIM or practiced by a LICENSED PRODUCT, LICENSEE and the Challenging Party shall, thereafter,
                                            pay to JHU three times all payment amounts which LICENSEE and Challenging Party would otherwise
                                            be required to be paid under this AGREEMENT, other than PATENT COSTS. LICENSEE shall not
                                            be obligated to pay increased charges if it is not a party to the challenge to PATENT RIGHTS,
                                            has not assisted or facilitated the challenge, and has fully cooperated with JHU in the defense
                                            of such challenge.



 


		9.9.	Marking.
                                            All LICENSED PRODUCTS shall be marked with the number of the applicable licensed patent(s)
                                            in accordance with each country’s patent laws.



 




    	12



    	 



    

 


		10.	DISPUTES



 


		10.1.	Governing
                                            Law, Jurisdiction and Venue. This AGREEMENT shall be construed, and
legal relations between the parties shall be determined, in accordance with the laws of the State of Maryland applicable to contracts
executed and wholly to be performed within the State of Maryland without giving effect to the principles of conflicts of laws. Any disputes
between the parties to the AGREEMENT shall be brought in the state or federal courts located in Baltimore, Maryland. Both parties hereby
waive their right to a jury trial and consent to jurisdiction in such courts with respect to any disputes between them.






 


		10.2.	Resolution.
                                            The parties shall attempt in good faith to resolve all disputes through means other than
                                            litigation, such as mediation, arbitration, or structured negotiations. Each party agrees
                                            that, prior to initiating litigation, it will confer with other party about alternatives
                                            to litigation that may enable them to resolve the dispute fairly and efficiently.



 


	11.	TERM
                                            AND TERMINATION



 


		11.1.	Term.
                                            The term of this AGREEMENT shall commence on the EFFECTIVE DATE and shall continue until
                                            the date of expiration of the last to expire patent included within PATENT RIGHTS, or if
                                            no patents issue, then for 20 years from the EFFECTIVE DATE. LICENSEE shall not make, use,
                                            sell, import, export or offer for sale any LICENSED PRODUCTS after termination (but not expiration)
                                            of this AGREEMENT
	 	 	 
		11.2.	Licensee
                                            Termination for Convenience. LICENSEE may terminate this AGREEMENT upon ninety (90) days’
                                            advance written notice.
	 	 	 
		11.3.	JHU
                                            Termination for Cause. JHU may terminate this AGREEMENT upon thirty (30)
days’ written notice to LICENSEE in the event of any material breach hereof, provided that LICENSEE does not cure such breach prior
to expiration of such thirty (30)
day period. JHU may terminate this AGREEMENT immediately upon written notice to LICENSEE in the event of a material breach that is incapable
of cure. A material breach may include:



 


		(a)	LICENSEE’s
                                            delinquency with respect to payment or reporting;
	 	 	 
		(b)	Failure
                                            to timely achieve a MILESTONE specified in Exhibit A-3 or otherwise failing to diligently
                                            develop, commercialize, and sell LICENSED PRODUCTS throughout the term of this AGREEMENT;
	 	 	 
		(c)	Non-compliance
                                            with record keeping or audit obligations as stated in Articles 3 and 5 of this AGREEMENT;
	 	 	 
		(d)	Voluntary
                                            bankruptcy or insolvency of LICENSEE.
	 	 	 
		(e)	Non-compliance
                                            with LICENSEE’S insurance obligations.



 


		11.4.	Licensee
                                            Obligations Upon Termination or Expiration. Upon expiration or termination of this AGREEMENT
                                            for any reason, LICENSEE shall remit payment to JHU for all amounts due or incurred prior
                                            to the effective date of termination, and any non-cancellable expenses (such as PATENT COSTS)
                                            undertaken prior to termination.
	 	 	 
		11.5.	Effect
                                            of Termination. Upon termination of this AGREEMENT pursuant to 11.2 or 11.3, all rights
                                            and licenses granted by JHU to LICENSEE under this AGREEMENT shall terminate and all rights
                                            in, to, and under the LICENSED RIGHTS will revert to JHU.



 




    	13



    	 



    

 


		12.	MISCELLANEOUS



 


		12.1.	Use
                                            of Name. LICENSEE may not use the name, trademarks, logos, or trade dress of The Johns
                                            Hopkins University, The Johns Hopkins Health System, and any of their constituent parts,
                                            such as JHU, Johns Hopkins, Hopkins, the Johns Hopkins Hospital, Johns Hopkins Medicine or
                                            any contraction thereof or the name of INNOVATORS in any advertising, promotional literature,
                                            Web sites, electronic media applications, sales literature, fundraising documents, or press
                                            releases and other print or electronic communications without prior written consent from
                                            an authorized representative of JHU. Any request to make use of such names shall be made
                                            at least thirty (30) business days’ in advance of any proposed use and may be made
                                            by written request through JHTV. JHU shall have the right to list LICENSEE and display the
                                            logotype or symbol of LICENSEE on JHU’s website and on JHU publications as a licensee
                                            of JHU technology.
	 	 	 
		12.2.	Independent
                                            Parties. Nothing in this AGREEMENT shall be construed to create any agency, employment,
                                            partnership, joint venture or similar relationship between the parties other than that of
                                            a licensor/licensee. Neither party shall have any right or authority whatsoever to incur
                                            any liability or obligation (express or implied) or otherwise act in any manner in the name
                                            or on the behalf of the other, or to make any promise, warranty or representation binding
                                            on the other.
	 	 	 
		12.3.	Notice
                                            of Claim. Each party shall give the other party or its representative prompt notice of
                                            any suit or action filed, or of any claim made against them arising out of the performance
                                            of this AGREEMENT.
	 	 	 
		12.4.	No
                                            Assignment. Neither party may assign this AGREEMENT, in whole or in part, without the
                                            prior written consent of the other party. Notwithstanding the foregoing, LICENSEE may assign
                                            this AGREEMENT in accordance with the terms and transfer fee requirements set forth in Exhibit
                                            A-4.
	 	 	 
		12.5.	Notices.
                                            Any notice under any of the provisions of this AGREEMENT shall be deemed given when deposited
                                            in the mail, postage prepaid, registered or certified first class mail or by nationally-recognized
                                            private mail carrier and addressed to the applicable party at the address stated below, or
                                            such other address as such party shall specify for itself by like notice to other party.
                                            Transmission of notice by electronic mail is insufficient to meet the requirements of this
                                            provision.



 


If
to JHU:


 


Executive
Director


Johns
Hopkins Technology Ventures


1812 Ashland Avenue, Suite 110


Baltimore,
Maryland 21205


 


If
to LICENSEE:


 


BullFrog
AI Holdings, Inc.


325 Ellington Blvd., #317,


Gaithersburg,
MD 20878


 




    	14



    	 



    

 


LICENSEE
contacts by agreement function:


 


	 	Legal: Vin Singh, MS, MBA
	 	 	vin@bullfrogai.com
	 	Patent: Alan Alfano, PhD
	 	 	alan.a@bullfrogai.com
	 	Licensing: Alan Alfano, PhD
	 	 	alan.a@bullfrogai.com
	 	Billing: Vin Singh, MS, MBA
	 	 	vin@bullfrogai.com
	 	Insurance: Vin Singh, MS, MBA
	 	 	vin@bullfrogai.com
	 	Reporting: Vin Singh, MS, MBA
	 	 	vin@bullfrogai.com


 


		12.6.	Export
                                            Control. Certain of the LICENSED RIGHTS may be subject to United States laws and regulations
                                            (including the Arms Export Control Act, as amended, and the Export Administration Act of
                                            1979) controlling the export of technical data, computer software, laboratory prototypes,
                                            and other commodities. The transfer of certain technical data and commodities may require
                                            a license from the cognizant agency of the United States Government and/or written assurances
                                            that such transfers shall not be made to certain foreign countries without prior approval
                                            of such agency. LICENSEE or the applicable LICENSED PARTY shall fully comply with such export
                                            control laws. JHU makes no representation respecting the requirements for such a license,
                                            or that, if required, that such a license will be issued.
	 	 	 
		12.7.	Successors
                                            and Assigns. This AGREEMENT shall bind and inure to the benefit of the successors and
                                            permitted assigns of the parties.
	 	 	 
		12.8.	No
                                            Waivers; Severability. No waiver of any breach of any provision of this AGREEMENT shall
                                            constitute a waiver of any other breach of the same or other provision of this AGREEMENT,
                                            and no waiver shall be effective unless made in writing and signed by the party waiving.
                                            Any provision of this AGREEMENT prohibited by or unenforceable under any applicable law of
                                            any jurisdiction shall as to such jurisdiction be deemed ineffective and deleted without
                                            affecting any other provision of this AGREEMENT, which shall be interpreted so as to most
                                            fully achieve the intentions of the parties.
	 	 	 
		12.9.	Entire
                                            Agreement. This AGREEMENT supersedes all previous agreements and understandings relating
                                            to its subject matter, whether oral or in a writing, and constitutes the entire agreement
                                            of the parties and shall not be amended or altered in any respect except in a writing executed
                                            by the parties.
	 	 	 
		12.10.	No
                                            Agency. LICENSEE agrees that no representation or statement by any JHU employee shall
                                            be deemed to be a statement or representation by JHU, and that LICENSEE was not induced to
                                            enter this AGREEMENT based upon any statement or representation of JHU, or any employee of
                                            JHU. JHU is not responsible for any publications, experiments or results reported by any
                                            JHU employee prior to, or after, the EFFECTIVE DATE, including those reported by any of the
                                            INNOVATORS.



 




    	15



    	 



    

 


		12.11.	Binding
                                            Agreement. Exchange of this AGREEMENT in draft or final form between the parties shall
                                            not be considered a binding offer, and this AGREEMENT shall not be deemed final or binding
                                            on either party until the final AGREEMENT has been signed by both parties.
	 	 	 
		12.12.	Delays
                                            or Omissions. Except as expressly provided by this AGREEMENT, no delay or omission to
                                            exercise any right, power or remedy accruing to any party, shall impair any such right, power
                                            or remedy to such party nor shall it be construed to be a waiver of any such breach or default,
                                            or an acquiescence therein, or in any similar breach or default be deemed a waiver of any
                                            other prior or subsequent breach or default. Any waiver, permit, consent or approval of any
                                            kind or character on the part of any party of any breach or default under this AGREEMENT,
                                            or any waiver on the part of any party of any provisions or conditions of this AGREEMENT,
                                            must be in writing and shall be effective only to the extent specifically set forth in such
                                            writing. All remedies either under this AGREEMENT or by law or otherwise afforded to any
                                            party, shall be cumulative and not alternative.
	 	 	 
		12.13.	Survival.
                                            All representations, warranties, covenants and agreements made in this AGREEMENT and
                                            which by their express terms or by implication are to be performed or continue to apply after
                                            the execution and/or termination of this AGREEMENT or are prospective in nature shall survive
                                            such expiration and/or termination. In addition and for avoidance of doubt, the following
                                            articles shall survive any termination or expiration: Articles 5, 6, 7, 8, 9, 10, and 11.
	 	 	 
		12.14.	No
                                            Third-Party Beneficiaries. Nothing in this AGREEMENT shall be construed as giving any
                                            person, firm, corporation or other entity, other than the parties and their successors and
                                            permitted assigns, any right, remedy or claim under or in respect of this AGREEMENT or any
                                            provision hereof.
	 	 	 
		12.15.	Headings.
                                            Article headings are for convenient reference and are not a part of this AGREEMENT. All
                                            referenced Exhibits are part of this AGREEMENT.
	 	 	 
		12.16.	Electronic
                                            Signature. Any signature, including any electronic symbol or process affirmatively attached
                                            to or associated with this AGREEMENT and adopted by JHU or LICENSEE to sign, authenticate,
                                            or accept such contract or record acceptance of the AGREEMENT, hereto shall have the same
                                            legal validity and enforceability as a manually executed signature or use of a paper-based
                                            recordkeeping system to the fullest extent permitted by applicable law, including the Federal
                                            Electronic Signatures in Global and National Commerce Act or any state law based on the Uniform
                                            Electronic Transactions Act, and the parties hereby waive any objection to the contrary.



 


[The
Balance of This Page Intentionally Left Blank - Signature Page Follows]


 




    	16



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this AGREEMENT to be executed in duplicate counterparts, each of which shall be deemed to
constitute an original, effective as of EFFECTIVE DATE. The undersigned verify that they have the authority to bind to this AGREEMENT
the party on behalf of which they are executing.


 


This
AGREEMENT includes the following Exhibits:


 


Exhibit
A: Financial Terms


Exhibit
A-1: LICENSED RIGHTS, FIELD OF USE, and LICENSED TERRITORY


Exhibit
A-2: PATENT COSTS, Fees, ROYALTIES, and Payment Terms


Exhibit
A-3: MILESTONES


Exhibit
A-4: Permitted Assignment


Exhibit
A-5: Equity Consideration – Private Offering Purchase Rights


Exhibit
A-6: Table of LICENSED PATENTS


Exhibit
A-7: Publication List for LICENSED DATA and LICENSED KNOW-HOW


Exhibit
B: Definition of Terms


Exhibit
C. Quarterly Sales & Royalty Report Form


Exhibit
D: Diligence and Annual Report Form


Exhibit
E: Insurance


 


	Johns Hopkins University





	BullFrog AI Holdings, Inc.









	 	 	 	 
	By:

    		By:

    	
	 	 	 	 
	Name: 	Steven L. Kousouris	 Name: 	Vin Singh, MS, MBA
	 	 	 	 
	Title:
    	Executive Director, JHTV	Title:	Founder & CEO
	 	 	 	 
	Date: 	February 22, 2022 | 2:22 PM EST	Date: 	February
    22, 2022 | 8:22 AM PST



 


			 			 






 




    	17



    	 



    

 


Exhibit
A (A-1, A-2, A-3, A-4, A-5, A-6, A-7)


 


Exhibit
A-1: LICENSED RIGHTS, FIELD OF USE, and LICENSED TERRITORY


 


	

    JHU
    TECH ID, CASE TITLE, and INVENTORS
	JHU
                                            TECH ID #C13270 – “An Improved Formulation of Mebendazole and Drug Combination
                                            for Improved Cancer Therapy”

     

    INVENTORS:

    Gregory
    Riggins, Avadhut Joshi, Renyuan Bai, Tara Williamson, Verena Staedtke

	 	 
	LICENSED
    PATENTS	

                                                                                SEE
                                            PATENT TABLE BELOW (EXHIBIT A-6)

                                                                                

	 	 
	LICENSED
KNOW-HOW
	SEE
REFERENCE LIST BELOW FOR BOTH KNOW-HOWAND
    DATA (EXHIBIT A-7)

	 	 
	LICENSED
    DATA	SEE
REFERENCE LIST BELOW FOR BOTH KNOW-HOW AND DATA (EXHIBIT A-7)
	 	 
	FIELD
    OF USE	Treatment
of any human cancer or neoplastic disease, including in clinical trials
	 	 
	LICENSED
    TERRITORY	WORLDWIDE


 




    	18



     


    

 


Exhibit
A-2


 


PATENT
COSTS, Fees, ROYALTIES, and Payment Terms


 


	UPFRONT
    LICENSE FEE	Two
    hundred fifty thousand US Dollars (USD $250,000), payable as listed below:
	 	 
	 	(a)	Fifty
    (50) thousand US Dollars (USD $50,000) upon execution of this AGREEMENT, in partial consideration (due within 30 days of the EFFECTIVE
    DATE); and
	 	(b)	Two
    hundred (200) thousand US Dollars (USD $200,000) upon the earlier of (i) completion of BullFrog AI IPO, (ii) $10 million USD financing,
    or (iii) within nine (9) months of the EFFECTIVE DATE.
	 	 	 
	PAST
    PATENT COSTS	$116,903.53
    payable as follows:
	 	 
	 	(a)	$41,561.53
    within thirty (30) days of invoice after the Effective Date
	 	(b)	$37,671.00
    within four (4) months of the Effective Date
	 	(c)	$37,671.00
    within ten (10) months of the Effective Date
	 	 	 
	MINIMUM
    ANNUAL ROYALTY (“MAR”)	Due
                                            by January 1 of each calendar year:


 



	 	1st
                                            year: USD $5,000 due 1/1/2023


2nd
year: USD $10,000 due 1/1/2024


3rd
year: USD $20,000 due 1/1/2025


4th
year: USD $30,000 due 1/1/2026


5th
year, etc.: USD $50,000 due 1/1/2027 (until FIRST COMMERCIAL SALE)


 


Upon
FIRST COMMERCIAL SALE of a LICENSED PRODUCT the MAR shall be: $250,000 due on January 1 in the year after the FIRST COMMERCIAL
SALE.



	 	 	 
	ROYALTY	3.5%
    on LICENSED PRODUCTS
	 	 	 
	SUBLICENSE
    NON-ROYALTY CONSIDERATION	The
                                                                                          percent of all consideration, as outlined below, received by LICENSEE from a SUBLICENSEE in exchange for grant of SUBLICENSE rights
                                                                                          under this AGREEMENT, but excluding (i) any consideration received by LICENSEE for ROYALTIES on SUBLICENSEE SALES (ROYALTIES
                                                                                          on SALES by SUBLICENSEES will be treated as if LICENSEE made the SALE), and (ii) any payment of PAST PATENT COSTS or PATENT COSTS
                                                                                          made by SUBLICENSEE to LICENSEE.






	 	 
	 	a)	20%
                                            - Prior to dosing of the first patient in the first Phase II Clinical Trial

    

	 	b)	15%
    - After dosing of the first patient in the first Phase II Clinical Trial, but prior to dosing of a first patient in a Phase III or
    REGISTRATIONAL CLINICAL TRIAL
	 	c)	10%
    after dosing of the first patient in a Phase III or REGISTRATIONAL CLINICAL TRIAL


 




    	19



     


    

 


Payment
Instructions


 


Checks
are to be made payable to the “Johns Hopkins University.”


All check payments from LICENSEE to JHU shall be sent to:


 


Executive
Director


Johns
Hopkins Technology Ventures The Johns Hopkins University


1812
Ashland Avenue, Suite 110


Baltimore,
MD 21205


Attention:
JHU AGREEMENT No. A40219


 


or
such other addresses which JHU may designate in writing from time to time. .


 


Wire
transfers may be made through:


 


DOMESTIC
ACH & WIRE


 


Johns
Hopkins University – JHTV M&T Bank


1
M&T Plaza


Buffalo,
NY 14203


ABA
#022000046


Account
number: 9864226981 Type of account: depository


CTX
format is preferred; CCD+ is also accepted


Attention:
JHU AGREEMENT A40219


 


INTERNATIONAL
FED WIRE


 


Johns
Hopkins University – JHTV M&T Bank


1
M&T Plaza


Buffalo,
NY 14203


ABA
#022000046


Account
number: 9864226981 Type of account: depository


CHIPS
ABA number: N/A IBAN number: N/A


Attention:
JHU AGREEMENT A40219_


 


LICENSEE
shall be responsible for any and all costs associated with wire transfers.


 




    	20



     


    

 


Exhibit
A-3


 


MILESTONES


 


All
milestone payment fees are denoted in United States dollars (USD), unless otherwise noted


 


	Date or Deadline	 	Description of MILESTONE	 	Milestone 

Payment Fee	 
	Within 6 months of EFFECTIVE DATE	 	Financing of $10M in LICENSEE	 	NO FEE	 
	None	 	Validation of EU jurisdictions for granted EPO patent	 	NO FEE	 
	Within 6 months of EFFECTIVE DATE	 	Submission of Development Plan to JHU/JHTV	 	NO FEE	 
	Within 36 months of the EFFECTIVE DATE	 	Enrollment of a first patient in a first Phase 2 clinical trial for the first LICENSED PRODUCT	 	 
NO FEE
	 
	None	 	COMPLETION of the first Phase 2 clinical trial for each LICENSED PRODUCT	 	$250,000	 
	Within 36 months from the COMPLETION of the first Phase 2 study for the first LICENSED PRODUCT	 	Enrollment of a first patient in the first REGISTRATIONAL CLINICAL TRIAL	 	
NO FEE
	 
	None	 	COMPLETION of REGISTRATIONAL CLINICAL TRIAL for each LICENSED PRODUCT	 	$500,000 (if Phase 3);
 $250,000 (if Phase 2b)
	 
	None	 	MARKET APPROVAL for each LICENSED PRODUCT – US (FDA)	 	$750,000	 
	None	 	MARKET APPROVAL for each LICENSED PRODUCT – outside of US	 	$500,000	 
	None	 	FIRST COMMERCIAL SALE for the first LICENSED PRODUCT	 	NO FEE	 
	None	 	First twenty (20) million dollars (USD $20,000,000) NET SALES REVENUE of a LICENSED PRODUCT in the United States	 	$1,000,000	 
	None	 	First year cumulative NET SALES REVENUE of a LICENSED PRODUCT exceeds $100M	 	$2,000,000	 
	None	 	First year cumulative NET SALES REVENUE of a LICENSED PRODUCT exceeds $500M	 	$10,000,000	 
	None	 	First year cumulative NET SALES REVENUE of a LICENSED PRODUCT exceeds $1000M (i.e., $1B)	 	$20,000,000	 
	None	 	COMPLETION of each first-in-human trial for any indication other than Glioblastoma	 	$250,000	 



 


	 	a)	Pursuant
    to Section 3.1 of the AGREEMENT, milestone payment fees set forth in the above table shall be payable within thirty (30) days of
    each LICENSED PRODUCT achieving such MILESTONE.
	 	 	 
	 	b)	In
    the event that a Phase I, II and/or Phase III clinical trial is conducted at JHU, LICENSEE is excused from making the accrued related
    milestone payments fees to JHU until the earlier of, a clinical trial milestone is met where such sites include at least two (2)
    sites other than JHU or the milestone for the receipt of regulatory approval from the FDA (or marketing approval from a foreign equivalent
    of the FDA) (“MARKET APPROVAL”) is met. Under such circumstance, LICENSEE agrees that it will pay the accrued Phase I,
    II and/or Phase III milestone payments fees upon completion and when it submits milestone payment fee to JHU for MARKET APPROVAL.
    Further, in the event that a Phase I and/or Phase II and/or Phase III clinical trial is not required for MARKET APPROVAL, LICENSEE
    agrees that it will pay the accrued Phase I and/or Phase II and/or Phase III milestone payment fees otherwise due under Phase I through
    Phase III milestones when it submits milestone payment fee to JHU for MARKET APPROVAL.
	 	 	 
	 	c)	The
    milestones described above shall be deemed achieved if the objectives are met by LICENSEE or any SUBLICENSEE. Any amounts payable
    by LICENSEE hereunder may be assigned to, and payable by, a SUBLICENSEE.


 




    	21



     


    

 


Exhibit
A-4


 


Permitted
Assignment


 


	1.	LICENSEE
                                            may assign this AGREEMENT as part of a sale or merger of substantially all of LICENSEE’s
                                            business or assets, regardless of whether such a sale occurs through an asset sale, stock
                                            sale, merger or other combination, provided:



 


	 	(a)	LICENSEE
    provides written notice to JHU at least thirty (30) days in advance of such assignment;
	 	 	 
	 	(b)	The
    assignee agrees, in a writing delivered to JHU, to be bound by all provisions of this AGREEMENT; and
	 	 	 
	 	(c)	LICENSEE
    remits an assignment fee to JHU equal to


 


	 	i.	the
    greater of twice the MAR applicable to the year when the assignment will be completed; OR
	 	ii.	one
    hundred thousand US dollars (USD $100,000)


 




    	22



     


    

 


Exhibit
A-5


 


Equity
Consideration – Private Offering Purchase Rights


 


Private
Offering Purchase Rights. In the event of any private offering of the LICENSEE’s equity securities for cash (or in satisfaction
of debt issued for cash):


	1.	JHU
                                            and/or its Assignee (as defined below) may purchase for cash up to 1% of the securities or
                                            interests issued in such offering.



 


	 	1.1.	“Assignee”
                                            means: (a) any entity to which JHU’s participation rights under this Section 1 have
                                            been assigned either by JHU or another entity; or (b) any entity that is controlled by JHU



 


	2.	In
                                            any private offering subject to this AGREEMENT (“Offering”), JHU and/or its Assignee’s
                                            purchase right shall be at the same price and on the same terms as the most favored other
                                            investors, except that JHU and/or its Assignee shall not have any board representation or
                                            board meeting attendance rights.



 


	3.	Licensee
                                            shall give JHU at least thirty (30) days advance notice of the terms of each Offering, including
                                            the names of the investors and the amounts to be invested by each, and JHU may elect to exercise
                                            its right of purchase, in whole or in part, by written notice given to LICENSEE within fifteen
                                            (15) business days after receipt of LICENSEE’s notice. To exercise this right, JHU
                                            must provide the written notice of its election to invest per the prior sentence and must
                                            sign all purchase and shareholder agreements that are signed by the other investors. If JHU
                                            and/or its Assignee elects not to purchase or fails to give an election notice within such
                                            period, JHU’s purchase right will not apply to the Offering if (and only if and to
                                            the extent) it is consummated within ninety (90) days on the same or less favorable (to the
                                            investor) terms as stated in LICENSEE’s notice to JHU.



 


All
rights under this Section 1.4 will not apply to the issuance of stock to employees and other service providers pursuant to a plan approved
by LICENSEE’s board of directors, or to shares issued as additional consideration in lending or leasing transactions. In the event
of the closing of a firm commitment underwritten public offering, the rights granted in Section 1.4 will terminate (in addition to any
earlier termination pursuant to their terms) immediately before such closing.


 


	4.	JHU’s
                                            rights respecting equity of or securities in LICENSEE are cumulative. In the event of a conflict,
                                            the provision of this AGREEMENT granting greater interests or purchase rights to JHU will
                                            govern.



 


This
Section 1 shall survive the termination of this AGREEMENT.


 




    	23



     


    

 


Exhibit
A-6


 


Table
of LICENSED PATENTS


 


	JHU
    ID	 	Title	 	Serial
    Number	 	File
    Date	 	Application
    Type	 	Country	 	Status	 	Patent
    Number	 	Expiration
    Date	 	Composition,
    MoU
	P13270-
    01	 	An
    Improved Formulation of Mebendazole and Drug Combination to Improve Anti- cancer Activity	 	 

    62/112,706
	 	 

    06
    Feb

    2015
	 	 

    Provisional
	 	 

    US
	 	 

    Expired
	 	 	 	 	 	 
	P13270-
    02	 	An
    Improved Formulation of Mebendazole and Drug Combination to Improve Anti- cancer Activity	 	PCT/US2016/016968	 	08
    Feb 2016	 	PCT	 	PCT
    - Parent	 	Expired	 	 	 	11
    Aug 2016	 	Both
	P13270-
    03	 	MEBENDAZOLE
    POLYMORPH FOR TREATEMENT AND PREVENTION OF TUMORS	 	 

    15/548,959
	 	04
                                            Aug

    2017
	 	 

    PCT
	 	 

    US
	 	 

    GRANTED
	 	 

    11,110,079
	 	08
                                            Feb

    2036
	 	 

    Both

	P13270-
    04	 	Mebendazole
    Polymorph For Treatment And Prevention Of Tumors	 	 

    16747414.7
	 	08
                                            Feb

    2016
	 	 

    PCT
	 	 

    EPO
	 	 

    GRANTED
	 	 

    Pending
	 	08
                                            Feb

    2036
	 	 

    Both

	P13270-
    05	 	MEBENDAZOLE
    POLYMORPH FOR TREATMENT AND PREVENTION OF TUMORS	 	 

    253854
	 	08
                                            Feb

    2016
	 	 

    PCT
	 	 

    Israel
	 	 

    GRANTED
	 	 

    253854
	 	08
                                            Feb

    2036
	 	 

    Both

	P13270-	 	An
    Improved Formulation of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	06	 	Mebendazole
                                            and Drug

    Combination
    to Improve Anti-
	 	2016800144274	 	08
                                            Feb

    2016
	 	PCT	 	China	 	GRANTED	 	1ZL20168-

    0014427.4
	 	08
                                            Feb

    2036
	 	Both
	 	 	cancer
    Activity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P13270-	 	An
    Improved Formulation of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	07	 	Mebendazole
                                            and Drug

    Combination
    to Improve Anti-
	 	201717028684	 	08
                                            Feb

    2016
	 	PCT	 	India	 	GRANTED	 	352734	 	08
                                            Feb

    2036
	 	Both
	 	 	cancer
    Activity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	P13270-
    08	 	Mebendazole
    Polymorph For Treatment And Prevention Of Tumors	 	 

    2017-541687
	 	08
                                            Feb

    2016
	 	 

    PCT
	 	 

    Japan
	 	 

    GRANTED
	 	 

    6796586
	 	08
                                            Feb

    2036
	 	 

    Both

	P13270-
    09	 	CONTINUATION:
    Mebendazole Polymorph For Treatment And Prevention Of Tumors	 	 

    17/402,131
	 	13
                                            Aug

    2021
	 	 

    CON
	 	United
    States	 	 

    PENDING
	 	 	 	 	 	 

    Both



 




    	24



     


    

 


Exhibit
A-7


 


Publication
List for LICENSED DATA and LICENSED KNOW-HOW


 


	1.	Gallia
    GL, Holdhoff M, et al. Mebendazole and temozolomide in patients with newly diagnosed high-grade gliomas: results of a phase 1 clinical
    trial. Neuro-Oncology Advances. 2021;3(1):1-8
	2.	Williamson
    T, Mendes TB, et al. Mebendazole inhibits tumor growth and prevents lung metastasis in models of advanced thyroid cancer. Endocrine-Related
    Cancer. 2020:27;123-136
	3.	Skibinski
    CG, Williamson T, Riggins GJ. Mebendazole and radiation in combination increase survival through anticancer mechanisms in an intracranial
    rodent model of malignant meningioma. J. Neuro-Oncology. 2018:140;529-538
	4.	Bai
    RY, Staedtke V, et al. Brain Penetration and Efficacy of Different Mebendazole Polymorphs in a Mouse Brain Tumor Model. Clin Cancer
    Res. 2015:21(15);3462-3470
	5.	Bai
    RY, Staedtke V, et al. Antiparasitic mebendazole shows survival benefit in 2 preclinical models of glioblastoma multiforme. Neuro-Oncology.
    2011:13(9);974-982
	6.	Bai
    RY, Staedtke V, et al. Effective treatment of diverse medulloblastoma models with mebendazole and its impact on tumor angiogenesis.
    Neuro-Oncology. 2014:0;1-10
	 	 
	7.	Williamson
    T, Bai RY, et al. Mebendazole and a non-steroidal anti-inflammatory combine to reduce tumor initiation in a colon cancer preclinical
    model. Oncotarget. 2016:7(42);68571- 68584


 




    	25



     


    

 


Exhibit
B


 


DEFINITIONS


 


“AFFILIATE”
means any corporation, licensee, partnership, joint venture or other entity, which controls, is controlled by or is under common control
with LICENSEE, as evidenced by the direct or indirect ownership of at least 50% of voting rights governing the entity or the contractual
power to control such rights.


 


“COMBINATION
PRODUCT” means a collection or group of products sold together (such as in a kit or package) that contains (i) a LICENSED PRODUCT
and (ii) one or more other functional products (“Other Products”) that has been sold separately for use without the LICENSED
PRODUCT and which is not essential to the use or practice of the LICENSED PRODUCT. For example, a diagnostic panel comprising a LICENSED
PRODUCT and an independent diagnostic biomarker.


 


“COMPLETION”
of a clinical trial milestone means first public release of TOP-LINE data.


 


“CONFIDENTIAL
INFORMATION” means information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving
Party”) in connection with performance of this AGREEMENT that (i) concern the LICENSED RIGHTS and has been maintained by the Disclosing
Party as nonpublic or proprietary information, and (ii) is marked Confidential or otherwise expressly designated as Confidential. To
be deemed CONFIDENTIAL INFORMATION, oral disclosures must (i) concern the LICENSED RIGHTS, have been maintained by the Disclosing Party
as nonpublic or proprietary information, and be described in writing as confidential by the Disclosing Party within fourteen (14) days
of disclosure to the Receiving Party. CONFIDENTIAL INFORMATION does not include information that (a) was already in the Receiving Party’s
possession before the disclosure by the Disclosing Party; (b) has been published or is later published, unless such publication is a
breach of this AGREEMENT; (c) is received by the Receiving Party from a third party not under an obligation of confidentiality; or (d)
is independently developed by the Receiving Party’s employees who did not have access to CONFIDENTIAL INFORMATION.


 


“DISCOVERED
PRODUCT” means a product, material, or service that is identified, selected or determined to have utility in whole or in part by
the use of a LICENSED PRODUCT, including the use of a screening method or assay covered by the LICENSED RIGHTS.


 


“EXECUTION
DATE” means the date that the last party to sign executes this AGREEMENT. “FIELD OF USE” is defined in Exhibit A-1.


 


“FIRST
COMMERCIAL SALE” means the first transfer by a LICENSEE to a third party for value of a LICENSED PRODUCT, with the exemption of
materials transferred for use in a clinical trial at a nominal cost to the recipient.


 




    	26



     


    

 


“HUMANITARIAN
PURPOSE” means practice of LICENSED RIGHTS in the prevention or treatment of disease in humans by or on behalf of any
QUALIFIED HUMANITARIAN ORGANIZATION (including, for clarity, practice of LICENSED RIGHTS by contractors, manufactures or
distributors acting for or on behalf of such QUALIFIED HUMANITARIAN ORGANIZATIONs on a fee-for-service, fee-for-product or
charitable basis): (i) to manufacture LICENSED PRODUCTS anywhere in the world for the sole and express purposes of distribution and
use of such LICENSED PRODUCTS in one or more LEAST DEVELOPED COUNTRIES, and (ii) to sell or otherwise distribute LICENSED PRODUCTS
for use solely in one or more LEAST DEVELOPED COUNTRIES; provided, however, that sales and distribution of LICENSED PRODUCTS shall
not be deemed made for humanitarian purposes unless products are distributed at locally-affordable prices.


 


“INNOVATORS”
means the individuals who invented, authored, or created the LICENSED RIGHTS as identified in in Exhibit A-1.


 


“JHU
INDEMNITEES” means JHU, The Johns Hopkins Hospital, The Johns Hopkins Health System Corporation, and their affiliated entities,
their present and former trustees, officers, INNOVATORS, agents, faculty, employees and students.


 


“LEAST
DEVELOPED COUNTRY” means those jurisdictions so defined by the United Nations Country Classification in the most recent United
Nations’ publication “Statistical Annex.”


 


“LICENSED
DATA” means the data specified in Exhibit A-1 that exists as of the EFFECTIVE DATE of this AGREEMENT.


 


“LICENSED
KNOW-HOW” means the know-how described in Exhibit A-1 that exists as of the EFFECTIVE DATE of this AGREEMENT.


 


“LICENSED
PARTIES” means LICENSEE, AFFILIATE, and/or SUBLICENSEE (as applicable).


 


“LICENSED
PATENTS” means the patents and patent applications listed on Exhibit A-1, and includes any foreign patent applications sharing
the same disclosure, and any divisional, continuation, or reexamination applications of the listed patents or applications, and every
patent that issues or reissues from such applications.


 


“LICENSED
PRODUCT” means any service, process, method, material, compositions, drug, or other product that (i) comprises, constitutes, or
embodies the LICENSED RIGHTS, (ii) requires use or practice of the LICENSED RIGHTS by LICENSED PARTIES or their customers, or (iii) is
a DISCOVERED PRODUCT.


 


“LICENSED
RIGHTS” means all rights respecting LICENSED PATENTS, LICENSED DATA, and LICENSED KNOW-HOW granted to LICENSEE in Article 2 of
this AGREEMENT.


 


“LICENSED
TERRITORY” means the territory specified in Exhibit A.-1. “MILESTONE” means a diligence milestone or event specified
in Exhibit A-3.


 


“NET
SALES REVENUE” means and includes the gross value of everything of value received by LICENSED PARTIES as consideration for the
SALE of LICENSED PRODUCTS or COMBINATION PRODUCTS, including the fair market value of equity, intangible rights, services and other things
of value directly provided in return for SALES except for SUBLICENSEE NON- ROYALTY CONSIDERATION, as that term is defined in Exhibit
A-2 of this AGREEMENT.


 


NET
SALES REVENUE generated from COMBINATION PRODUCTS shall be determined with the formula: COMBINATION PRODUCT NET SALES REVENUE = NET
SALES REVENUE*C/(C+D), where C is the total gross invoice price of the LICENSED PRODUCT when sold separately and D is the total
gross invoice price of the Other Product(s) when sold separately. In the event that no such separate sales are made of the LICENSED
PRODUCT or Other Product in such COMBINATION PRODUCT during the royalty paying period in question, NET SALES REVENUE, for the
purposes of determining ROYALTY payments shall be calculated using the above formula where C is the commercial value of the LICENSED
PRODUCT sold separately and D is the commercial value of the Other Product(s) active ingredients or components sold separately. Any
such estimates shall be determined using criteria to be mutually agreed upon by the parties. Such estimates shall be reported to JHU
with the reports to be provided pursuant to Section 5.1 hereof. The term “Other Products” does not include solvent,
diluents, excipients, buffers or the like used in formulating a product.





 




    	27



     


    

 


NET
SALES REVENUE excludes the following items, provided they are separately invoiced to and paid by a purchaser of LICENSED PRODUCTS and
thereafter paid or remitted by a LICENSED PARTY:


 


	 	●	import,
    export, excise and sales taxes, and custom duties;
	 	●	shipping
    charges and transportation from the place of manufacture to the customer’s premises or point of installation;
	 	●	cash,
    trade or quantity discounts actually granted to end users;
	 	●	patient
    assistance and co-pay programs;
	 	●	sales
    rebates actually paid or credited to end users including managed care rebates and chargebacks; and
	 	●	allowances
    or credits to end users because of rejections or returns.


 


For
clarity, NET SALES REVENUE shall not include SALES between LICENSED PARTY and its AFFILIATES or SUBLICENSES for the purpose of subsequent
resale to a third party, but shall include SALES by AFFILIATES or SUBLICENSEES to Third Parties. In the event that the LICENSED PRODUCT
is consumed, depleted or exhausted by the AFFILIATE or SUBLICENSEE, then such use shall be deemed a SALE.


 


“PATENT
COSTS” means all costs of prosecuting and maintaining any LICENSED PATENT, including reasonable attorneys’ fees and expenses,
and fees for patent filing(s), maintenance, annuities, translation, and defense against claims of infringement or invalidity, including
fees and costs incurred in administrative proceedings or disputes pursuant to the America Invents Act of 2011 (such as an Inter Partes
Review, Post Grant Review or Derivation Proceedings before the U.S. Patent Trial and Appeal Board), incurred by JHU. PATENT COSTS excludes
PAST PATENT COSTS.


 


“PAST
PATENT COSTS” means all PATENT COSTS that are incurred by JHU prior to the EXECUTION DATE of this AGREEMENT and are able to be
billed to LICENSEE on the EXECUTION DATE. For the avoidance of doubt, those PATENT COSTS incurred before the EXECUTION DATE but not available
for billing until after the EXECUTION DATE will be billed as PATENT COSTS.


 


“PATENT
RIGHTS” means the rights granted to LICENSEE in respect of the LICENSED PATENTS (and subject to the rights reserved or maintained
by JHU).


 




    	28



     


    

 


“QUALIFIED
HUMANITARIAN ORGANIZATION” means any governmental agency, non- governmental agency or other not-for-profit organization that
has as one of its bona fide missions to address the public health needs of underserved populations on a not-for-profit basis.
For clarity, QUALIFIED HUMANITARIAN ORGANIZATIONS do not include non-governmental agencies and not-for-profit organizations that are
formed or established for the benefit of any for-profit entity.


 


“REGISTRATIONAL
CLINICAL TRIAL” means, with respect to a given Product, either: (a) a Phase III Clinical Trial with such Product; or (b) a Phase
IIb Clinical Trial that, at the time of commencement, is expected to be the basis for initial Regulatory Approval of such Product.


 


“ROYALTIES”
means payments owed to JHU in consideration of the rights granted to LICENSED PARTIES under this AGREEMENT that are determined as a percentage
of NET SALES REVENUE as explicitly set forth in Exhibit A-2 of this AGREEMENT.


 


“SALE”
means a sale, license, lease, performance, transfer, delivery, contract to provide, or other disposition or conveyance for value of a
LICENSED PRODUCT.


 


“SUBLICENSE”
means an agreement in which LICENSEE (i) grants or otherwise transfers any of the LICENSED RIGHTS, (ii) agrees not to assert or seek
a legal remedy for the practice of LICENSED RIGHTS, or (iii) creates an obligation to grant, assign or transfer any LICENSED RIGHTS to
any other entity (other than an AFFILIATE).


 


“SUBLICENSEE”
means any person or entity to which LICENSEE has granted a SUBLICENSE under this AGREEMENT.


 


“SUBLICENSE
NON-ROYALTY CONSIDERATION” is defined in Exhibit A-2 of this AGREEMENT.


 


“TOP-LINE
DATA” means, with respect to a clinical study, a summary of patient demographic data, data for the primary endpoint, and safety
data derived from the unblinded, locked clinical trial database.


 


“VALID
CLAIM” means (i) any claim of an issued and unexpired patent within the LICENSED PATENTS that has not been (a) conclusively revoked
or held unenforceable, unpatentable or invalid by a competent court or tribunal and which is unappealable or unappealed in the time allowed
for appeal, and (b) irrevocably disclaimed, cancelled, withdrawn or abandoned or admitted to be invalid or unenforceable through reissue,
disclaimer or otherwise; or (ii) a pending claim of a pending patent application within the LICENSED PATENTS.


 




    	29



     


    

 


Exhibit
C


 


Quarterly
Sales and Royalty Report


 


 




    	30



     


    

 


Exhibit
D


 


Diligence
and Annual Report


 


LICENSEE
Name: _______________________________________________________________


 


JHU
Agreement Number: ___ A40219 __________________________________________________


 


JHU
Reference Number(s) C13270, _________ , __________ , __________ ,


 


Reporting
Period: From ______________         To  _______________


 


A
description of progress by LICENSED PARTIES toward commercialization of LICENSED PRODUCTS, including work completed, key scientific discoveries,
summary of work-in- progress, current schedule of anticipated events or MILESTONES, market plans (if any), significant corporate transactions
and documents sufficient to evidence each.


 


A
description and documentation of all FDA or other governmental filings and/or approvals regarding any LICENSED PRODUCT or LICENSED RIGHTS.


 


Certificate
of Insurance or other evidence of insurance


 


________is
attached


 


Identification
of all LICENSED PARTIES (AFFILIATE and SUBLICENSEE):


 


_________NONE


_________List
attached with description of rights exercised.


 


SUBLICENSE(s)
entered during the year:


 


_________NONE


(copy
of each SUBLICENSE attached)


 


A
description of any Material Event (e.g., change of control, name change or other significant change related to this AGREEMENT or LICENSEE:


 


_________NONE


 


Details:


 




    	31



     


    

 


SEND
DILIGENCE AND ANNUAL DILIGENCE REPORT TO:


 





	Via
    mail or private mail carrier:	Via
    email (Preferred):
	 	 
	Licensee
    Reporting Group	JHTVReports@JHU.EDU
	 	 
	Johns
    Hopkins Technology Ventures	Expect
    Auto-Reply
	 	 
	The
    Johns Hopkins University	No
    Auto-Reply?
	 	 
	1812
    Ashland Avenue, Suite 110	Contact:
	 	 
	Baltimore,
    MD 21205	Marlene
    Moore at
	 	 
	Telephone
    for overnight courier: 410-614-0300	mmoore26@jhmi.edu
    or 410-614-0300


 


Interested
in reporting via our Licensee Reporting Portal? Contact us at JHTVReports@JHU.edu to request details about this reporting option.


 




    	32



     


    

 


Exhibit
E


 


Required
Insurance Coverages


 


	1.	Assumption
                                            of Liability. LICENSEE hereby assumes full liability for any and all lawsuits, claims,
                                            demands, judgments, costs, fees (including attorney’s fees), expenses, injuries or
                                            losses arising from or relating to its use of the LICENSED PRODUCTS.



 





	2.	Insurance.
                                            LICENSEE will obtain and maintain Comprehensive General Liability Insurance with a reputable
                                            and financially secure insurance carrier acceptable to JHU. Prior to initial human testing
                                            or FIRST COMMERCIAL SALE of any LICENSED PRODUCT, LICENSEE will obtain and maintain in addition
                                            to the Comprehensive General Liability Insurance, Product Liability Insurance with a reputable
                                            and financially secure insurance carrier acceptable to JHU, to cover any liability arising
                                            from or relating to the LICENSED PRODUCTS. The insurance policy shall provide minimum coverage
                                            in the amounts and subject to the provisions below.



 





	3.	General.
                                            LICENSEE shall obtain and maintain, in full force and effect and at LICENSEE’s sole
                                            cost and expense insurance policies providing:



 





	 	a)	Commercial
    general liability insurance (including coverage and any necessary endorsements for products /completed operations as well as for
    clinical trials if any such trials are to be performed by or on behalf of LICENSEE) which provides, for each annual policy period,
    coverage of no less than the minimum limits specified below for injury, death and property damage resulting from each occurrence
    during the policy period; and
	 	 	 
	 	b)	If
    required by law, worker’s compensation insurance.



 

	4.	Initial
                                            Policy Limits. The commercial general liability and products liability coverages shall
                                            have the following minimum limits:



 


	 	a)	Commercial
    general liability: one million dollars ($1,000,000) each occurrence, two million dollars ($2,000,000) general aggregate. LICENSEE
    shall have thirty (30) days following the Effective Date to obtain such coverage.
	 	 	 
	 	b)	Products
    liability: From the date immediately prior to initial human testing or first Commercial SALE: $5,000,000 per claim and $10,000,000
    in the aggregate.
	 	 	 
	 	c)	JHU
    may periodically evaluate the adequacy of the minimum coverage of insurance and coverage limits specified in this AGREEMENT. JHU
    reserves the right to require LICENSEE to adjust the insurance coverage by modifying the types of required coverages, the limits
    and/or financial rating and/or the method of financial rating of LICENSEE’s insurers as such changes are required of JHU by
    its insurance carrier. JHU shall provide LICENSEE with reasonable notice, contingent on JHU receiving timely notice from its insurance
    carrier, of any proposed modification, and, if so requested by LICENSEE, discuss any proposed modifications in good faith.



 

	5.	Policy
                                            Requirements. Each policy of insurance required by this AGREEMENT shall:



 


	 	a)	be
    issued by reputable and financially secure insurance carriers having at least an A- rating (A- rating or above by A.M. Best) and
    an A.M. Best Class Size of at least VIII,
	 	 	 
	 	b)	list
    each of JHU, its trustees, officers, employees, faculty, staff, students, agents and their successors, heirs and assigns as additional
    insureds,


 




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	 	c)	be
    endorsed to provide that the insurer waives all subrogation rights it has or may have against any additional insured, and
	 	 	 
	 	d)	be
    primary in respect of all additional insureds.



 

	6.	Evidence
                                            of Insurance. LICENSEE shall provide JHU with a Certificate of Insurance from each such
                                            insurer which evidences compliance by LICENSEE with its obligations under this AGREEMENT.
                                            Upon the request of JHU, LICENSEE shall provide JHU with a copy of the policy, status of
                                            claims and claims history respecting any of the insurance required to be maintained by LICENSEE
                                            under this AGREEMENT. Further, LICENSEE will not cancel or fail to renew the identified insurance
                                            without giving JHU at least thirty (30) days’ prior written notice of such cancellation.



 


	7.	Primary
                                            Coverage. All insurance of LICENSEE will be primary coverage; other insurance of JHU
                                            and JHU Indemnities will be excess and noncontributory.



 


	8.	Clarifications.
                                            For the avoidance of doubt, the minimum insurance coverage and limits set forth in this AGREEMENT
                                            do not constitute a limitation on LICENSEE’s liability or obligations to indemnify
                                            or defend JHU and the JHU INDEMNITEES and any other additional insured under this AGREEMENT.



 




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