OPTION AGREEMENT


 





This
Agreement, effective as of November __, 2013 (the “Effective Date”), is between the University of Miami (“University”
or “Licensor”), and Amarantus BioScience Holdings, Inc., a Nevada company (“Company” or Licensee”).


 


RECITALS


 


Whereas,
University owns intellectual property rights which relate to the use of MANF and CDNF as treatment for retinal diseases, as described
in University’s Patent Application number PCT/US2012/041701, “Methods of treatment for retinal diseases”;


 


Whereas,
Company is in the business of developing and commercializing products that can use or incorporate University’s intellectual
property rights; and


 


Whereas,
Company desires to obtain an option to negotiate an exclusive license to University’s intellectual property rights; and


 


Whereas,
University is willing to grant such option to Company under the following terms and conditions so that its intellectual property
rights may be developed to their fullest and the benefits enjoyed by the general public;


 


Now,
Therefore, University and Company hereby agree as follows:


 


		1.	Exclusive License Option.



 


		1.1.	Definitions.



 


(a)       “Field” means all
fields.


 


(b)       “Patent Rights”
means the United States and foreign patents and patent applications set forth on Exhibit A, including any invention disclosures,
divisional, continuation, and continuation-in-part applications, and foreign equivalents thereof, as well as any patents issued
thereon, claiming priority thereto, or reissues, reexaminations, or extensions thereof.


 


1.2.         Grant
of Option Right. University grants Company a first option to obtain a worldwide, royalty-bearing, exclusive license (with
a right to sublicense) under its commercial rights in the Patent Rights in the Field (the “Option Right”). Company
may exercise the Option Right upon written notice to University which is received by University within twelve (12) months following
the Effective Date (the “Option Period”).


 


(a)        If
Company elects not to exercise the Option Right, or fails to exercise the Option Right during the Option Period, University may
license its commercial rights under the Patent Rights to any third party. For the avoidance of doubt, University will not grant
additional options or license its commercial rights unless and until Company elects not to exercise the Option Right or until the
Option Period expires.


 




    	 



    	 



    

 


(b)        If
Company does elect to exercise the Option Right, University and Company shall negotiate in good faith a license agreement containing
commercially reasonable terms and conditions, including University’s retained rights to use the Patent Rights for bona fide
non-commercial academic research and teaching purposes. If University and Company are unable to reach agreement within three (3)
months after Company exercises the Option Right, University may offer its rights in the Patent Right to any third party.


 


1.3.          Extension
of Option Period. In the event that Company seeks to extend the Option Period, Company may elect, in its sole discretion, to
extend the Option Period for an additional three (3) months following the end of the Option Period. For the purposes of this Agreement,
any such extension shall be included in the definition of Option Period.


 


1.4.           Warranty
Disclaimer. University represents and warrants to Company that (i) University is and shall be the owner of the entire right,
title, and interest in and to the Patent Rights; (ii) University’s employees have assigned or agree to assign to University
their entire right, title, and interest in the Patent Rights and that it has authority to grant the Option Right set forth in
this Agreement; and (iii) University has not previously granted and will not grant any rights to the Patent Rights to any third
party during the Option Period that are inconsistent with the rights granted to Company set forth in this Agreement. UNIVERSITY
MAKES NO OTHER WARRANTIES CONCERNING THE PATENT RIGHTS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. Specifically, University makes no warranty or representation (a) regarding the validity or
scope of the Patent Rights; (b) that exploitation of the Patent Rights will not infringe any patents or other intellectual property
rights of a third party; or (c) that any third party is not currently infringing or will not infringe the Patent Rights.


 


2.           Obligations
of Company. The parties may not execute any license agreement pursuant to negotiations undertaken as a result of this Agreement
unless Company has performed the following obligations prior to the termination of the Option Period:


 


2.1.          Option
Fee. In partial consideration of the rights granted Company under this Agreement, Company shall pay to University a nonrefundable
option fee of Five Thousand Dollars ($5,000 USD) within thirty (30) days following the Effective Date. If Company chooses to extend
the Option Period pursuant to Section 1.3 hereof, Company shall pay an additional nonrefundable fee of Five Thousand Dollars ($5,000
USD).


 


2.2           Sponsored
Research Collaboration. Within sixty (60) days of the Effective Date, Company and University will have entered into negotiations
for a Sponsored Research Agreement under a separate agreement for an amount no less than sixty four thousand five hundred dollars
($64,500) annually, for a total of two years.


 




    	 



    	 



    

 


2.3           Payment
of Patent Expenses. Company will reimburse University all patent expenses incurred under Company’s guidance during option
period. Note nationalization phase deadline in Dec 2013.


 


2.4.          Business
Plan Summary. Upon exercising the option, Company shall provide University with a non-binding commercialization summary of
potential markets and opportunities for a product incorporating the Patent Rights.


 


2.5.          Compliance
with University Policies. Company and its employees, independent contractors, consultants, affiliates and agents shall, at
the direction of University, take all actions reasonably necessary to comply with the terms of the University’s Intellectual
Property Policy and Policy on Faculty Consulting and Outside Activities.


 


2.6           General
License Terms. The broad terms of the exercised license shall include,


		·	$10,000 up front within 10 days of execution of license agreement



		·	3% Royalty Net of sales



		·	Minimum royalty



1st - anniversary: $ 10K


2nd -3rd anniversary: $ 15K


4th -7th anniversaries: $ 25K


8th through 10th
anniversaries: $ 50K


11th anniversary through
expiration of the License Agreement: $ 75K


 


		·	Sublicense fee not to exceed 15% of all non-royalty related sublicense revenue



		·	Royalty Stacking



Running Royalty reducible by $0.50 per
$1.00 in royalties LICENSEE is obligated to pay to third parties to commercialize a License Product; provided however, Running
Royalty shall not be less than 2%.


 


		·	Milestones



Upon First Use of Licensed Product(s)
in a Human 


		§	LICENSEE will pay LICENSOR: $25,000



Upon First Use of Licensed Product(s)
in a Human in a Phase II Clinical Trial


		§	LICENSEE will pay LICENSOR: $50,000



Upon First Use of Licensed Product(s)
in a Human in a Phase III Clinical Trial


		§	LICENSEE will pay LICENSOR: $75,000



Upon first FDA Approval for any
medical condition of Licensed Product(s)


		§	LICENSEE will pay LICENSOR: $100,000



 


3.           Maintenance
of Patent Rights. University is responsible for preparation, filing, prosecution, and maintenance of the Patent Rights. University
shall consult with Company as to the preparation, filing, prosecution, and maintenance of all Patent Rights reasonably prior to
any deadline or action with the United States Patent & Trademark Office or any foreign patent office and shall furnish Company
with copies of all relevant documents reasonably in advance of such consultation.


 




    	 



    	 



    

 


4.           Term
and Termination.


 


4.1.           Term.
Unless earlier terminated in accordance with the provisions herein, this Agreement begins on the Effective Date and remains in
effect for twelve (12) months, unless the Option Period is extended by Company pursuant to Section 1.3, in which case the
Agreement shall remain in effect for an additional three (3) months.


 


4.2.           Failure
to Exercise Option Right. If Company fails to exercise the Option Right during the Option Period, then the Agreement shall
terminate upon the expiration of the Option Period. If Company notifies University in writing prior to the expiration of the Option
Period that it chooses not to elect to exercise the Option Right, then the Agreement shall terminate upon the date of University’s
receipt of Company’s notification.


 


4.3.           Termination
for Default. If either party commits a material breach of its obligations under this Agreement and fails to cure that breach
within thirty (30) days after receiving written notice, the other party may terminate this Agreement immediately upon written notice
to the party in breach. For the avoidance of doubt, non-payment of the amounts due under this Agreement from Company to University
shall be a material breach.


 


4.4.           Effect
of Termination. The following provisions survive the expiration or termination of this Agreement: Articles 4 and 5; Sections
2.5 (grant of license only), 6.1 and 6.6.


 


5.           Dispute
Resolution.


 


5.1.           Procedures
Mandatory. The parties shall resolve any dispute arising out of or relating to this Agreement solely by means of the procedures
set forth in this Article. These procedures constitute legally binding obligations that are essential provisions of this Agreement.
However, all procedures and deadlines specified in this Article may be modified by written agreement of the parties. If either
party fails to observe the procedures of this Article, the other party may bring an action for specific performance in any court
of competent jurisdiction.


 


5.2.           Dispute
Resolution Procedures.


 


(a)         Negotiation.
If there is a dispute arising out of or relating to this Agreement, the affected party shall notify the other party, and the parties
shall attempt in good faith to resolve the matter within ten (10) days after the date notice is received by the other party (the
“Notice Date”). The parties shall refer any disputes that are not resolved by good faith discussions to senior executives
of each party, who shall meet at a mutually acceptable time and location as soon as possible within thirty (30) days after the
Notice Date and attempt to negotiate a settlement.


 




    	 



    	 



    

 


(b)         Mediation.
If the matter remains unresolved within sixty (60) days after the Notice Date, or if the senior executives fail to meet within
thirty (30) days after the Notice Date, either party may initiate mediation upon written notice to the other party, whereupon both
parties shall engage in a mediation proceeding under the then current CPR Institute for Dispute Resolution (“CPR”)
Model Procedure for Mediation of Business Disputes, except that specific provisions of this Section override inconsistent provisions
of the CPR Model Procedure. The mediator will be selected from the CPR Panels of Neutrals. If the parties cannot agree upon the
selection of a mediator within ninety (90) days after the Notice Date, then upon the request of either party, the CPR shall appoint
the mediator. The parties shall attempt to resolve the dispute through mediation until one of the following occurs: (i) the parties
reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties
agree in writing that they have reached an impasse; or (iv) the parties have not reached a settlement within one hundred twenty
(120) days after the Notice Date.


 


(c)         Trial
Without Jury. If the parties fail to resolve the dispute through mediation, or if neither party elects to initiate mediation,
each party may pursue any other remedies legally available to resolve the dispute. However, the parties expressly waive the right
to a jury trial in the legal proceeding under this Section.


 


5.3.         Preservation
of Rights Pending Resolution.


 


(a)         Performance
to Continue. Each party shall continue to perform its obligations under this Agreement pending final resolution of any dispute
arising out of or relating to this Agreement. However, a party may suspend performance of its obligations during any period in
which the other party fails or refuses to perform its obligations.


 


(b)         Provisional
Remedies. Although the procedures specified in this Article are the exclusive procedures for resolution of disputes arising
out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief, if,
in its reasonable judgment, that action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement.


 


(c)         Statute
of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (such as estoppel and
laches) are tolled while the procedures set forth in Subsections 6.2(a) and 6.2(b) are pending. The parties shall take any actions
necessary to effectuate this result.


 


6.           Miscellaneous.


 


6.1.        Publicity
Restrictions. Neither party may use the name of the other party or any of its trustees, officers, faculty, students, employees,
or agents, or any adaptation of their names, or any terms of this Agreement in any promotional material or other public announcement
or disclosure without the prior written consent of other party. The foregoing notwithstanding, Company may disclose that information
without the consent of University in any prospectus, offering memorandum, or other document or filing required by applicable securities
laws or other applicable law or regulation, provided that Company gives University at least ten (10) days prior written notice
of the proposed text so the University may comment on the text.


 




    	 



    	 



    

 


6.2.         Research
Funded by Grants.


 


(a)         Federal
Government. To the extent that any invention claimed in the Patent Rights has been funded by the federal government, this Agreement
and the grant of any rights in that invention is subject to and governed by federal law as set forth in 35 U.S.C. 201-211, and
the regulations promulgated thereunder, as amended, or any successor statutes or regulations. If any term of this Agreement fails
to conform to those laws and regulations, the relevant term is invalid, and the parties shall modify the Agreement pursuant to
Section 7.8.


 


(b)         Other
Organizations. To the extent that any invention claimed in the Patent Rights has been partially funded by a non-profit organization
or state or local agency, this Agreement and the grant of any rights in that invention is subject to and governed by the terms
and conditions of the applicable research grant. If any term of this Agreement fails to conform to those terms and conditions,
the relevant term is invalid and the parties shall modify the term pursuant to Section 7.8.


 


6.3.           Tax-Exempt
Status. Company acknowledges that University, as a public institution of the State of Florida, holds the status of an exempt
organization under the Internal Revenue Code of 1986, as amended. Company also acknowledges that certain facilities in which the
Patent Rights were developed may have been financed through offerings of tax-exempt bonds. If the Internal Revenue Service determines,
or if counsel to University reasonably determines, that any term of this Agreement jeopardizes the tax-exempt status of University
or the bonds used to finance University facilities, the relevant term is invalid and the parties shall modify the term in accordance
with Section 7.8.


 


6.4.           Assignment.
This Agreement may not be assigned by Company without the prior written consent of University, except to a party that succeeds
to all or substantially all of Company's business or assets relating to this Agreement whether by sale, merger, operation of law
or otherwise; provided that such assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement.


 


6.5.           Amendment
and Waiver. This Agreement may be amended, supplemented, or otherwise modified only by means of a written instrument signed
by both parties. Any waiver of any rights or failure to act in a specific instance relates only to that instance and may not be
construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.


 


6.6.           Governing
Law. This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts
of laws principles. .


 


6.7.           Notice.
Any notices required or permitted under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall
be sent by recognized national overnight courier, or registered or certified mail, postage prepaid, return receipt requested, to
the following addresses:


 




    	 



    	 



    

 


If to University:


 


Office of Technology Transfer


University of Miami


Life Sciences Technology Park, Suite 110


1951 NW 7th Ave


Miami FL 33136


ATTN: James O’Connell, Director


 


Cc:


 


University of Miami


Office of the General Counsel


1320 S. Dixie Highway, Suite 1250


Coral Gables, Florida 33134


ATTN: Maria A. Gralia, Esq.


 


If to Company:


 


Gerald Commissiong


Amarantus Bioscience Holdings, Inc.


953 Indiana Street


c/o Janssen Labs


San Francisco CA 94107


 


Cc:


Vern Norviel


Wilson Sonsini Goodrich and Rosati


650 Page Mill Road


Palo Alto CA 94304


 


All notices under this Agreement are effective upon receipt.
A party may change its contact information immediately upon written notice to the other party in the manner provided in this Section.


 


6.8.           Severability.
If any provision of this Agreement is held invalid or unenforceable for any reason, the invalidity or unenforceability does not
affect any other provision of this Agreement, and the parties shall negotiate in good faith to modify the Agreement to preserve
(to the extent possible) their original intent. If the parties fail to reach a modified agreement within sixty (60) days after
the relevant provision is held invalid or unenforceable, then the dispute shall be resolved in accordance with the procedures set
forth in Article 7. While the dispute is pending resolution, this Agreement shall be construed as if the provision were deleted
by agreement of the parties.


 




    	 



    	 



    

 


6.9.           Entire
Agreement. This Agreement, including Exhibit A, constitutes the entire agreement between the parties with respect to
its subject matter and supersedes all prior agreements or understandings between the parties relating to its subject matter.


 


***


 


The parties have caused this Agreement to
be executed by their duly authorized representatives as of the date first written above.


 


	UNIVERSITY OF MIAMI	 	AMARANTUS BIOSCIENCE HOLDINGS, INC.


 


	By:	 	 	By:	 
	 	Dr. Norma Sue Kenyon	 	 	Marc E. Faerber
	 	Vice Provost of Innovation	 	 	Chief Financial Officer
	 	Office of Technology Transfer	 	 	 


 




    	 



    	 



    

 


EXHIBIT A


 


List of Patent Rights


 


	Publication number	 	WO2012170918 A2
	 	 	 
	Publication type	 	Application
	 	 	 
	Application number	 	PCT/US2012/041701
	 	 	 
	Publication date	 	Dec 13, 2012
	 	 	 
	Filing date	 	Jun 8, 2012
	 	 	 
	Priority date	 	Jun 9, 2011
	 	 	 
	Publication number	 	
        PCT/2012/41701,

        PCT/US/12/041701,

        PCT/US/12/41701,

        PCT/US/2012/041701,

        PCT/US/2012/41701,

        PCT/US12/041701,

        PCT/US12/41701,

        PCT/US12041701,

        PCT/US1241701,

        PCT/US2012/041701,

        PCT/US2012/41701,

        PCT/US2012041701,

        PCT/US201241701,
        WO

        2012/170918
        A2, WO

        2012170918
        A2, WO

        2012170918A2,
        WO-A2-2012170918,

        WO2012/170918A2,

        WO2012170918
        A2,

        WO2012170918A2

	 	 	 
	Inventors	 	Rong Wen
	 	 	 
	Applicant	 	University Of Miami


 




    	 



    	 



    

 


METHODS OF TREATMENT FOR RETINAL DISEASES


 


CROSS-REFERENCE TO RELATED APPLICATION


 


The present application claims the benefit of
U.S.


 


Provisional Application Ser. No. 61/495,182,
filed June 9, 2011, which is incorporated herein by reference in its entirety.