OPTION AGREEMENT


 


This
Agreement, effective as of February 28, 2014 (the “Effective Date”), is between the University
of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts, as
represented by its Amherst campus, and Amarantus Bioscience Holdings, Inc. (“Company”), a Nevada corporation.


 


RECITALS


 


Whereas,
University is a joint owner by assignment, together with the Company, of the intellectual property rights as described in University’s
invention disclosure number UMA 14-006, entitled “MANF as a Therapeutic Agent for the Production of Mammalian Sensory Cells”;


 


Whereas, Company is
engaged in business relating to the development and commercialization of products that can use or incorporate University’s
intellectual property rights and has the capability of developing commercial applications of the intellectual property;


 


Whereas,
Company desires to obtain an option to negotiate an exclusive license, which will include the terms in EXHIBIT B, to University’s
intellectual property rights, and University is willing to grant that option under the following conditions so that these intellectual
property rights may be developed to their fullest and the benefits enjoyed by the general public; and


 


Whereas,
the license that is granted in this Agreement promotes the development of publicly funded intellectual property to practical application
for the public good.


 


Therefore,
University and Company 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, which shall
be updated when information becomes available, including any divisional, continuation, and continuation-in-part applications to
the extent the claims are directed to subject matter specifically described in the parent application, and foreign equivalents
thereof, as well as any patents issued thereon or reissues, reexaminations, or extensions thereof. Neither Party will file a continuation-in-part
application without the consent of the other Party.


 


1.2.          Grant
of Option Right. University grants Company a first option to obtain a worldwide, royalty-bearing, exclusive license (with the
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 eighteen (18) months after the
Effective Date (the “Option Period”).


 






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(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 relevant Patent Right to any third party.


 


(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. If University and Company are unable to reach agreement within four (4) months after
Company exercises the Option Right, University may offer its rights in the relevant Patent Right to any third parties.


 


1.3.          Limited
License. For the term of this Agreement, University grants Company a license to the Patent Rights solely for purposes of carrying
out the obligations and purposes of this Agreement.


 


1.4.          Warranty
Disclaimer. University represents that its 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. 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.	Company Obligations.



 


2.1.          Development
Plan. Prior to the end of the Option Period, COMPANY shall deliver to University a written development plan in form and substance
satisfactory to University.         


 


2.2.          Extension.
Company may extend the Option Period for and additional six (6) months upon (a) demonstration to the satisfaction of the University
of continued progress in evaluating the business opportunity that is presented by the Patent Rights and (b) payment of Five Thousand
Dollars ($5,000) to University.


 


	3.	Consideration for Grant of Rights.



 


Option Fee.
In consideration of the rights granted Company under this Agreement, Company shall pay to University on the Effective Date an option
fee of One Thousand Dollars ($1,000). If option fee is not paid in full within fifteen (15) days of the Effective Date of this
Agreement, the Agreement shall automatically terminate. The option fee payment is nonrefundable and is not creditable against any
other payments due to University under this Agreement.


 






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	4.	Patents



 


4.1           Maintenance
of Patent Rights.


 


(a) University has primary
responsibility at the expense of Company for the preparation, filing, prosecution, and maintenance of all Patent Rights, using
patent counsel reasonably acceptable to Company. 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, shall furnish Company with copies of relevant documents reasonably in advance of consultation, and
shall consider in good faith any comments of Company on any of the foregoing.


 


(b)          If
University desires to abandon any patent or patent application within the Patent Rights, University shall provide Company with
at least sixty (60) days prior notice of the intended abandonment, and Company may, at its expense, prepare, file, prosecute, and
maintain the relevant Patent Rights.


 


(c)          University
shall consult with Company as to the jurisdictions in which to file, prosecute, and maintain Patent Rights. Notwithstanding the
foregoing, Company shall have the right (but not the obligation) to elect to file, prosecute, and maintain Patent Rights in any
jurisdiction not selected by University.


 


4.2           Cooperation.
Each party shall provide reasonable cooperation in the preparation, filing, prosecution, and maintenance of all Patent Rights.
Cooperation includes, without limitation, promptly informing the other party of matters that may affect the preparation, filing,
prosecution, or maintenance of Patent Rights (such as, becoming aware of an additional inventor who is not listed as an inventor
in a patent application).


 


4.3           Payment
of Patent Expenses.


 


(a)          Upon
Effective Date, Company shall remit a retainer fee of Fifteen Thousand Dollars ($15,000) to cover initial patent expenses to be
incurred by the University in connection with obtaining the Patent Rights.


 


(b)          For
all patent-related expenses in excess of Fifteen Thousand Dollars ($15,000) that are incurred by University pursuant to Section
4.1, Company and University shall mutually agree on retainers to be provided by Company to University counsel. If Company and University
agree not to provide patent counsel with any additional retainers, Company shall reimburse University within thirty (30) days after
University invoices Company for all excess patent expenses incurred by University pursuant to Section 4.1.


 






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	5.	Information Exchange.



 


5.1.          Purpose.
During the term of this Agreement, Company and University are likely to exchange information relating to the Patent Rights and
their potential commercial exploitation by Company. The following provisions are intended to protect the confidential or proprietary
information of each party during this period of information exchange.


 


5.2.          Definition
of Confidential Information. “Confidential Information” means any confidential or proprietary information disclosed
by one party to the other party in connection with this Agreement, provided that the information is specifically designated as
confidential. Confidential Information that is disclosed in writing shall be marked with a legend indicating its confidential status
(such as, “Confidential” or “Proprietary”). Confidential Information that is disclosed orally or visually
shall be documented in a written notice prepared by the disclosing party and delivered to the receiving party as soon as possible
within thirty (30) days of the date of disclosure, summarizing the Confidential Information disclosed to the receiving party and
referencing the time and place of disclosure.


 


5.3.          Obligations.
For two (2) years after disclosure of any portion of Confidential Information, the receiving party (a) shall maintain the Confidential
Information in confidence, except that the receiving party may disclose or permit the disclosure of Confidential Information to
its trustees or directors, officers, employees, consultants, and advisors who are obligated to maintain the confidential nature
of Confidential Information and who need to know Confidential Information for the purposes of this Agreement; (b) may use Confidential
Information solely for purposes of this Agreement; and (c) may allow its trustees or directors, officers, employees, consultants,
and advisors to reproduce Confidential Information only to the extent necessary for purposes of this Agreement, with all reproductions
being Confidential Information.


 


5.4.          Exceptions.
The obligations of the receiving party under Section 5.3. above do not apply to the extent the receiving party can demonstrate
that Confidential Information (a) was in the public domain prior to the time of its disclosure under this Agreement; (b) entered
the public domain after the time of its disclosure under this Agreement through means other than an unauthorized disclosure resulting
from an act or omission by the receiving party; (c) was already known or independently developed or discovered by the receiving
party without use of the Confidential Information; (d) is or was disclosed to the receiving party at any time by a third party
with no fiduciary relationship with the disclosing party and with no obligation of confidentiality with respect to the Confidential
Information; or (e) is required to be disclosed to comply with applicable laws, regulations, or a court or administrative order,
provided that the receiving party provides to the disclosing party reasonable prior written notice of the disclosure.


 


5.5.          Ownership
and Return. The receiving party acknowledges that the disclosing party (or any third party entrusting its own information to
the disclosing party) owns its Confidential Information in the possession of the receiving party. Upon the expiration or termination
of this Agreement or at the request of the disclosing party, the receiving party shall return to the disclosing party all originals,
copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession
or control of the receiving party. However, the receiving party may retain one (1) copy of the Confidential Information solely
for the purpose of monitoring its obligations under this Agreement.


 






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	6.	Term and Termination.



 


6.1.          Term. 
Unless earlier terminated in accordance with the provisions herein or upon execution of a license agreement contemplated herein,
this Agreement begins on the Effective Date and remains in effect for eighteen (18) months, or twenty four (24) months in the event
Company has elected to exercise the Option Right pursuant to Section 2.2.


 


6.2.          Failure
to Exercise Option Right. If Company fails to exercise the Option Right during the Option Period, this Agreement shall terminate
upon the conclusion of the Option Period.


 


6.3.          Termination
for Default. If either party commits a material breach of its obligations (specifically including nonpayment of any amounts
due to University) under this Agreement and fails to cure that breach within ten (10) days after receiving written notice, the
other party may terminate this Agreement immediately upon written notice to the party in breach.


 


6.4.          Effect
of Termination. The following provisions survive the expiration or termination of this Agreement: Articles 5 and 7; Sections
4.3, 8.1. and 8.6.


 


	7.	Dispute Resolution.



 


7.1.          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.


 


7.2.          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.


 






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(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 Subsection 7.2(c).


 


7.3.          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 7.2.(a) and 7.2.(b) are pending. The parties shall take any actions
necessary to effectuate this result.


 


	8.	Miscellaneous.



 


8.1.          Publicity
Restrictions. Company may not use the name of University 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 University. 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.


 






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8.2.          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 with those laws and regulations, the relevant term is invalid, and the parties shall modify the Agreement pursuant
to Section 8.8.


 


(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 with those terms and conditions,
the relevant term is invalid and the parties shall modify the term pursuant to Section 8.8.


 


8.3.          Tax-Exempt
Status. Company acknowledges that University, as a public institution of the Commonwealth of Massachusetts, 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 8.8.


 


8.4.          Assignment.
This Agreement may not be assigned by either party without the prior written consent of the other party, which consent may not
be unreasonably withheld.


 


8.5.          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.


 


8.6.          Governing
Law. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Each party
shall bring any legal action arising out of or in connection with this Agreement in the Massachusetts Superior Court in Suffolk
County.


 


8.7.          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:


 






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If to University:


 


Office of Commercial
Ventures and Intellectual Property


University of Massachusetts


715 North Pleasant
Street


Amherst, MA 01003-9304


 


Attention:     Director


 


If to Company:


 


Amarantus Bioscience
Holdings, Inc.


OTCQB: AMBS


675 Almanor Ave


Sunnyvale, CA 94085


 


Attention:     President


 


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.


 


8.8.          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.


 


8.9.          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.


 


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


  


	UNIVERSITY OF MASSACHUSETTS	 	AMARANTUS BIOSCIENCE 

HOLDINGS, INC.
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	Fred Reinhart	 	Name:	Marc E. Faerber
	Title:	Director	 	Title:	CFO
	 	CVIP	 	 	 
	Date:	 	 	Date:	2/28/2014





 



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EXHIBIT A


  


List of Patent Rights


 


Patent applications to be filed based on UMA 14-006, entitled
“MANF as a Therapeutic Agent for the Production of Mammalian Sensory Cells”