Exhibit 10.1


 











 


RESEARCH
GRANT AGREEMENT


 


This
Agreement is between The Amyotrophic Lateral Sclerosis Association (hereinafter referred to as “The ALS Association”)
and the Grantee named within the Grant Information Summary below. The Grantee represents the named Principal Investigator who
will be responsible for the technical direction of the funded project. The Grantee will be accountable both for the appropriate
use of funds awarded and for the performance of the grant-supported project or activities resulting from the application as described
within Exhibit A, including work performed by any subcontractor. As a condition of this Agreement, The ALS Association
and Grantee enter this Agreement by having their Authorized Representatives execute the Signature Page below.


 


GRANT
INFORMATION SUMMARY





 


	Grantor	
        The ALS Association

        1275 K Street, Suite 250

        Washington, DC 20005

         

        Researchgrants@alsa-national.org

         

        (800) 782-4747

	Grantee and Grantee Contact	
        INmune Bio, Inc.

        1200 Prospect St., Suite 525

        La Jolla, CA 92037

         

        David Moss

        Chief Financial Officer

        dmoss@inmunebio.com

        (858) 964-3720

	Principal Investigator:	
        CJ Barnum, Ph.D.

        Chief Scientific Officer

        cbarnum@inmunebio.com

        315.263.2429

	Title of Project:	Targeting solTNF-dependent inflammation in ALS with

                                                                                XPro1595

	Type of Grant:	2019 Barnett Drug Development
	Total Grant Amount:

US Dollars $	
        For the conduct of the Research and other activities under
        the Research Scope of Work as set forth in this Agreement, The ALS Association shall make an award to Grantee of Five Hundred Thousand
        US dollars or $500,000.

         

        Note: From the total amount awarded,
        grantees may not spend more than 10 percent (10%) of the total grant on indirect costs or overhead allocations.

	
        Initial Term (Start

        Date and Termination Date)
	02/01/2020 – 1/31/2022
	Number of Months	24
	Payment Schedule	See Exhibit C


 











     


     


    

 


SIGNATURE
PAGE


 


As
a condition of this Agreement, The ALS Association and Grantee enter this Agreement by having their Authorized Representatives
sign below.


 


THE
ALS ASSOCIATION


 


Calaneet
Balas


President
and CEO, The ALS Association


 


Neil
Thakur, Ph.D


Executive
Vice President, Mission Strategy, The ALS Association





 


Signature
and Date:                                                                   





 


GRANTEE:
Inmune Bio, Inc.


 


Printed
Name: David Moss


Title:
CFO


 







	Signature
    and Date:	/s/
    David Moss 	2-1-2020
	 	David Moss	 










 


PRINCIPAL
INVESTIGATOR


Printed
Name: CJ Barnum, Ph.D.


Title:
Director of Neuroscience


 


I
have read and understand this Agreement. By my signature, I indicate my agreement to fulfill the role and obligations of a Principal
Investigator under this Agreement.





 





	Signature
    and Date:	/s/
CJ Barnum	2-3-2020
	 	CJ
    Barnum	 







 




     


     


    

 


TABLE
OF CONTENTS


 











	 	 	 	Page
	RECITALS	 	 	 
	 	 	 	 
	1.	DEFINITIONS	1
	 	 	 	 
	2.	IMPLEMENTATION
    OF THE RESEARCH SCOPE OF WORK	5
	 	 	 	 
	 	2.1	Objective	5
	 	 	 	 
	 	2.2	Principal
    Investigator	5
	 	 	 	 
	 	2.3	Implementation
    of Research Scope of Work	6
	 	 	 	 
	 	2.4	Performance
    Standards; Compliance	6
	 	 	 	 
	 	2.5	Records;
    Inspection	8
	 	 	 	 
	 	2.6	Communication;
    Research Reports	8
	 	 	 	 
	 	2.7	Subcontractors
    and Personnel	9 
	 	 	 	 
	 	2.8	The
    ALS Association Not Sponsor	9 
	 	 	 	 
	 	2.9	Notification
    of Action by Governmental Authority	9
	 	 	 	 
	3.	PAYMENTS	9
	 	 	 	 
	 	3.1	Award
    of Grant by The ALS Association	9
	 	 	 	 
	 	3.2	Conditions
    of Grant Payment	11
	 	 	 	 
	 	3.3	Taxes	11
	 	 	 	 
	 	3.4	Payment
    Integrity	11
	 	 	 	 
	 	3.5	Financial
    Records	11
	 	 	 	 
	4.	CONFIDENTIALITY	12
	 	 	 	 
	 	4.1	Confidentiality	12
	 	 	 	 
	 	4.2	Exceptions	12
	 	 	 	 
	 	4.3	Authorized
    Disclosure	12
	 	 	 	 
	 	4.4	Publication	12
	 	 	 	 
	 	4.5	Use
    of Names/Press Release	13
	 	 	 	 
	 	4.6	Applicability
    of HIPAA and Other Applicable Law	13



 






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	5.	OWNERSHIP
    AND USE OF RESULTS AND INTELLECTUAL PROPERTY	13
	 	 	 	 
	 	5.1	Patents	13
	 	 	 	 
	 	5.2	Ownership	14
	 	 	 	 
	 	5.3	Royalty	14
	 	 	 	 
	 	5.4	Disposition
    of the Grantee Technology	14
	 	 	 	 
	 	5.5	Data
    Sharing	14
	 	 	 	 
	 	5.6	Biospecimen
    Sharing	15
	 	 	 	 
	6.	REPRESENTATIONS
    AND WARRANTIES	15
	 	 	 	 
	 	6.1	Grantee
    Representations and Warranties	15
	 	 	 	 
	 	6.2	The
    ALS Association Representations and Warranties	15
	 	 	 	 
	7.	
    INSURANCE AND INDEMNIFICATION	16
	 	 	 	 
	 	7.1	Indemnification
    by Grantee	16
	 	 	 	 
	 	7.2	Indemnification
    by The ALS Association	16
	 	 	 	 
	 	7.3	Notice
    of Claim	16
	 	 	 	 
	 	7.4	Insurance	16
	 	 	 	 
	8.	TERM;
    TERMINATION	17
	 	 	 	 
	 	8.1	Term	17
	 	 	 	 
	 	8.2	Termination
    for Cause	17
	 	 	 	 
	 	8.3	Termination
    Upon Unauthorized Substitution of Principal Investigator	17
	 	 	 	 
	 	8.4	Termination
    Upon Unavailability of Principal Investigator	17
	 	 	 	 
	 	8.5	Termination
    Based on Assessment of Research	18
	 	 	 	 
	 	8.6	Termination
    to Protect Subjects and Animals	18
	 	 	 	 
	 	8.7	Termination
    for Failure to Submit Research Reports	18
	 	 	 	 
	 	8.8	Termination
    Upon Governmental Authority Action	18
	 	 	 	 
	 	8.9	Termination
    at Will	18
	 	 	 	 
	 	8.10	Consequences
    of Expiration or Termination	18



 






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	9.	MISCELLANEOUS	19
	 	 	 	 
	 	9.1	Independent
    Contractors	19
	 	 	 	 
	 	9.2	Dispute
    Resolution	19
	 	 	 	 
	 	9.3	Governing
    Law	19
	 	 	 	 
	 	9.4	Transfer
    of the Grant; Assignment	20
	 	 	 	 
	 	9.5	Notices	20
	 	 	 	 
	 	9.6	Entire
    Agreement; Amendment	20
	 	 	 	 
	 	9.7	Survivability	20
	 	 	 	 
	 	9.8	Waiver
    of Breach	20
	 	 	 	 
	 	9.9	Force
    Majeure	20
	 	 	 	 
	 	9.10	Headings	20
	 	 	 	 
	 	9.11	Counterparts	20









 


LIST
OF EXHIBITS


 





	Exhibit
    A	Research
    Scope of Work	A-1
	 	 	 
	

        Exhibit
        B
	

        Research Reports - Research Progress and Grant Expenditure Report
	B-1
	 	 	 
	

        Exhibit
        C
	Payment Schedule and Information

        
	C-1


 



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RECITALS


 


WHEREAS,
The ALS Association is an entity recognized as not for profit, tax-exempt charitable organization recognized under Section 501(c)(3)
of the Internal Revenue Code, and as part of its charitable purposes seeks to further develop the understanding of amyotrophic
lateral sclerosis to promote the discovery of a treatment or cure for amyotrophic lateral sclerosis (“ALS”)
thereby fulfilling its mission;


 


WHEREAS,
Grantee seeks to conduct research to further develop the understanding of ALS to promote discoveries or a discovery, treatment,
cure or better living standards for patients with ALS, sometimes referred to as a type of motor neuron disease (“MND”);


 


WHEREAS,
the Principal Investigator is engaged in research regarding ALS.


 


WHEREAS,
The ALS Association is dedicated to accelerating the development of a treatment or cure for ALS by supporting Research regarding
the disease;


 


WHEREAS,
the Principal Investigator has developed a research scope of work, as set forth in Exhibit A, and, together with
Grantee, has requested funding from The ALS Association to support implementation of the Research Scope of Work at Grantee;


 


WHEREAS,
The ALS Association has carefully evaluated the Research Scope of Work and has determined that awarding a grant to Grantee to
fund the implementation of the Research Scope of Work on the terms and conditions of this Agreement will produce generalizable
knowledge that will advance the understanding of ALS and/or the development of a treatment or cure therefor and will further the
mission of The ALS Association; and


 


WHEREAS,
it is the intent of the parties that Grantee, with the leadership of the Principal Investigator, engage in Research in the public
interest, including by disseminating the results of the Research and other activities described in the Exhibit A to
other investigators in the ALS research community and to medical professionals treating ALS patients and by making publicly available
the data and/or Biospecimens to be collected and/or generated under the Research Scope of Work for purposes of further advancing
research into ALS.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and premises contained in this Agreement, the parties
hereto agree as follows:


 


	1.	DEFINITIONS.



 


		1.1	“Affiliate”
shall mean any corporation or other entity that controls, is controlled by, or is under common control with, a party. A corporation
or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls
more than fifty percent (50%) of the voting securities or other ownership interest of the other corporation or entity, or if it
possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation
or other entity.



 


		1.2	“ALS”
                                         shall mean amyotrophic lateral sclerosis.



 






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		1.3	“Applicable
                                         Law” shall mean any domestic local, state or federal or any foreign or international
                                         statute, regulation, guidance, standard or other requirement applicable to the performance
                                         of the Research Scope of Work.



 


		1.4	“The
                                         ALS Association Indemnitees” shall have the meaning set forth in Section 7.1.



 


		1.5	“Authorized
                                         Organizational Representative” shall mean the individual, named by the applicant
                                         organization, who is authorized to act for the applicant and to assume the obligations
                                         imposed by The ALS Association and the terms of this Research Grant Agreement.



 


		1.6	“Biospecimens”
                                         shall mean any tissue, fluid, material or matter derived from a biological source to
                                         be collected by Grantee pursuant to the IRB approved protocol.



 


		1.7	“Code”
                                         shall mean the Internal Revenue Code of 1986, as may be amended from time to time.



 


		1.8	“Common
                                         Rule” shall mean the Federal Policy for the Protection of Human Subjects set
                                         forth in 45 C.F.R. Part 46.



 


		1.9	“Confidential
                                         Information” shall mean any confidential or proprietary information of a party,
                                         material and technology, written or oral, in any media or format, and all tangible and
                                         intangible embodiments thereof, owned or controlled by a party, that



 


		(i)	is
                                         not published or otherwise in the public domain,



 


		(ii)	is
                                         marked as “Confidential” and/or “Proprietary,” or



 


		(iii)	by
its own nature or by the circumstances surrounding its disclosure, ought, in good faith, to be treated as confidential; including,
without limitation, data, Results, Protected Health Information, any patient information that has been de- identified in accordance
with applicable requirements under HIPAA Intellectual Property, and any other information relating to or arising from the implementation
of the Research Scope of Work subject to the provisions of Article 4.



 


		1.10	“Control”
                                         shall mean possession of the ability to grant a license or sublicense as provided for
                                         herein without violating the terms of any agreement or other arrangement with The ALS
                                         Association.



 


		1.11	“Disclosing
                                         Party” shall have the meaning set forth in Section 4.1.



 


		1.12	“FDA”
                                         shall mean the U.S. Food and Drug Administration.



 


		1.13	“Governmental
                                         Authority” shall mean a domestic or foreign national, federal, state, provincial,
                                         or local governmental, regulatory or administrative authority, department, agency, commission,
                                         court, tribunal, arbitral body or self-regulated entity, or any subdivision thereof.



 


		1.14	“Grant”
                                         shall have the meaning set forth in Section 3.1.



 


		1.15	“Grantee
                                         Indemnitees” shall have the meaning set forth in Section 7.2.



 






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		1.16	“Grantee
                                         Intellectual Property” shall mean any and all Intellectual Property that is
                                         conceived and/or reduced to practice by Grantee as a result of performing the activities
                                         described in Exhibit A, including but not limited to the Results.



 


		1.17	“Grantee
                                         Patents” shall mean Patents that claim Grantee Intellectual Property developed
                                         by or on behalf of Grantee in the course of performing the activities described in Exhibit
                                         A and that are Controlled by Grantee or its Affiliates.



 


		1.18	“Grantee
                                         Technology” shall mean the Grantee Intellectual Property and Grantee Patents.
                                         For the avoidance of doubt, the Grantee Technology does not include any Intellectual
                                         Property or Patents assigned by Grantee to The ALS Association as provided under Article
                                         5.



 


		1.19	“HIPAA”
                                         shall mean the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C.
                                         § 1320d) as amended by the Health Information Technology for Economic and Clinical
                                         Health Act of 2009 (Pub. L. No. 111-5), and their implementing regulations as amended
                                         from time to time.



 


		1.20	“IACUC”
                                         shall mean an institutional animal care and use committee.



 


		1.21	“IND”
                                         shall have the meaning set forth in Section 2.4.



 


		1.22	“Intellectual
                                         Property” shall mean all tangible and intangible techniques, technology, practices,
                                         trade secrets, ideas, inventions or discoveries (whether or not patentable), methods,
                                         knowledge, know-how, skill, experience, test data and results (including pharmacological,
                                         toxicological and clinical test data and results), analytical and quality control data,
                                         results or descriptions, software, algorithms, compositions of matter, assays, animal
                                         models, physical, biological or chemical material, compounds and any and all improvements
                                         thereon developed during the conduct of the Research by the Grantee.



 


		1.23	“IP
                                         Filing Period” shall have the meaning provided in Section 4.4.



 


		1.24	“IRB”
                                         shall mean an institutional review board.



 


		1.25	“Net
                                         Income” shall mean gross income less expenses and administrative costs, and
                                         less any mandatory distributions to state authorities and inventors if required by statute
                                         or regulation unless indirect costs are not permissible.



 


		1.26	“Patents”
                                         shall mean (a) United States and foreign patents, re-examinations, reissues, renewals,
                                         extensions and term restorations, and foreign counterparts thereof, and (b) pending applications
                                         for United States and foreign patents, including, without limitation, provisional applications,
                                         continuations, continuations- in-part, divisional and substitute applications, including,
                                         without limitation, inventors’ certificates, and foreign counterparts thereof.



 


		1.27	“Principal
                                         ALS Association Contact” shall mean The ALS Association’s Chief Scientist
                                         or such other officer designated by The ALS Association.



 


		1.28	“Principal
                                         Investigator” shall mean the individual designated by the applicant and/or
                                         grantee to have the appropriate level of authority and responsibility to direct the
project or program to be supported by The ALS Association award. The principal investigator is a member of the grantee’s
team responsible for ensuring compliance with the financial and administrative aspects of the award. The Principal Investigator
is indicated as such in the Preamble who shall serve as the liaison to The ALS Association for issues relating to the development
and implementation of the Research Scope of Work under this Agreement, lead the implementation of the Research Scope of Work,
and have such other responsibilities as set forth in this Agreement, including but not limited to as set forth in Section 2.2.



 




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		1.29	“Progress
                                         Meeting” shall have the meaning set forth in Section 2.6(b), if applicable.



 


		1.30	“Protected
                                         Health Information” or “PHI” shall have the meaning under
                                         HIPAA.



 


		1.31	“Receiving
                                         Party” shall have the meaning set forth in Section 4.1.



 


		1.32	“Research”
                                         shall have the meaning set forth in the Research Scope of Work.



 


		1.33	“Research
                                         Records” shall have the meaning set forth in Section 2.5.



 


		1.34	“Research
                                         Report” shall have the meaning provided in Section 2.6(a).



 


		1.35	“Research
                                         Report Due Date” shall have the meaning provided in Section 2.6.



 


		1.36	“Research
                                         Scope of Work” shall mean the document attached hereto as Exhibit A,
                                         which is incorporated herein by this reference, and as may be modified from time to time
                                         by mutual written agreement of The ALS Association and Grantee.



 


		1.37	“Results”
                                         shall have the meaning provided in Section 4.4.



 


		1.38	“Subject”
                                         shall, if Grantee is not a Covered Entity or Business Associate as defined under HIPAA,
                                         have the meaning of “Human Subject” as defined under the Common Rule, or,
                                         if Grantee is a Covered Entity or Business Associate as defined under HIPAA, mean a living
                                         human individual about whom an investigator who, while conducting Research pursuant to
                                         this Agreement, obtains information through intervention or interaction with the individual
                                         or a living individual whose PHI is being reviewed or analyzed as part of such Research.



 


		1.39	“Site”
                                         means a physician practice, hospital, academic medical center, or other institution or
                                         entity that has entered into an agreement to conduct Research under the Research Scope
                                         of Work.



 


		1.40	“Term”
                                         shall have the meaning provided in Section 8.1(c).



 


		1.41	“Third
                                         Party” shall mean any entity other than The ALS Association or Grantee or an
                                         Affiliate of The ALS Association or Grantee.



 


		1.42	“Unexpended
                                         Funds” shall mean any portion of the Grant including any income earned thereon
                                         that has not been spent that is not needed to pay for reasonable, allowable non-cancelable
                                         costs properly and actually incurred by Grantee in support of the research project as
                                         of the expiration or termination of this Agreement.



 




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	2.	IMPLEMENTATION
                                         OF THE RESEARCH SCOPE OF WORK.



 


		2.1	Objective.
                                         Grantee shall implement the Research Scope of Work outlined in Exhibit A
                                         and as described in the original application or revised submission which is attached
                                         here as Exhibit A and incorporated herein by reference. If Grantee is a
                                         501(c)(3) entity, the Research Scope of Work shall be carried on “in the public
                                         interest” within the meaning of Section 1.501(c)(3)-1(d)(5)(iii) of the Code.



 


		2.2	Principal
                                         Investigator.



 


		(a)	Grantee
acknowledges and agrees that it has primary responsibility for designing and implementing the Research Scope of Work and all other
obligations of Grantee as set forth in this Agreement. Grantee shall cause the Principal Investigator to take any and all actions
necessary to enable Grantee to comply with Grantee’s obligations under this Agreement. The Principal Investigator shall
also serve as the liaison for Grantee to The ALS Association regarding implementation of the Research Scope of Work, including
by preparing Research Reports consistent with Section 2.6 and keeping The ALS Association apprised of the progress and results
of the Research and other activities to be conducted under the Research Scope of Work consistent with the terms of this Agreement.



 


		(b)	Grantee
acknowledges and agrees that the Principal Investigator is considered essential to implementation of the Research Scope of Work
and the Research thereunder, that no substitution may be made without the prior written approval of The ALS Association, and that
any such substitution without the express written consent of The ALS Association shall constitute grounds for termination under
Section 8.3 of this Agreement.



 


		(c)	If
for any reason the Principal Investigator becomes unavailable to implement the Research Scope of Work and/or to conduct the Research
under the Research Scope of Work, respectively, in accordance with this Agreement, Grantee shall notify The ALS Association in
writing of such fact within fourteen (14) days of the Principal Investigator becoming unavailable. In addition, Grantee may propose
a successor whose appointment as the Principal Investigator shall be subject to the approval of The ALS Association in its sole
discretion. The ALS Association shall have forty-five (45) calendar days after the Principal Investigator becomes unavailable
to determine, in its sole discretion, whether to accept any successor proposed by Grantee, or whether to terminate this Agreement,
such as where The ALS Association determines that it would be more appropriate for the Unexpended Funds to be re-directed to a
new Third Party institution where the Principal Investigator is conducting Research. During the forty-five (45) calendar day review
period by The ALS Association, Grantee shall not be required to perform obligations of the Research Scope of Work. Where the Principal
Investigator has become unavailable to implement the Research Scope of Work, then during such forty-five (45) day period the Grantee
and/or Principal Investigator may also submit a request for transfer of the Unexpended Funds to a Third Party institution in accordance
with applicable ALS Association policies and procedures regarding requests for transfers, which The ALS Association shall consider
in making
its determination under this Section and which transfer of Unexpended Funds shall be subject to a new agreement between such Third
Party institution and The ALS Association. If, by the end of the forty-five (45) calendar day period, The ALS Association determines
not to accept any proposed successor Principal Investigator under this Agreement, The ALS Association may take immediate action
to terminate the Grant.



 




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		2.3	Implementation
                                         of Research Scope of Work.



 


		(a)	The
Research Scope of Work describes the specific Research studies that Grantee shall conduct using the Grant, including the protocol(s)
and anticipated schedule for completion setting forth a roadmap of the activities and Research to be conducted by Grantee using
the Grant and the objectives of Grantee in conducting such activities, together with an anticipated schedule for completion. Grantee
agrees to use best efforts to implement the Research Scope of Work on the schedule specified therein and in accordance with this
Agreement.



 


		(b)	Grantee
shall cause the Principal Investigator to implement the Research Scope of Work pursuant to the schedule set forth therein.



 


		(c)	The
parties will jointly review the goals, activities and schedule in the Research Scope of Work and may, by mutual written agreement,
amend the Research Scope of Work from time to time during the Term. Grantee shall develop a protocol for each Research study described
in the Research Scope of Work for submission to and approval by each overseeing IRB and/or IACUC, as applicable, and shall implement
such protocols in accordance with the review and directives of each overseeing IRB and/or IACUC, as applicable.



 


		2.4	Performance
                                         Standards; Compliance. Grantee shall perform its obligations under this Agreement
                                         in a professional and commercially reasonable manner and in compliance with Applicable
                                         Law, conduct the Research hereunder in an ethical manner that maintains scientific integrity,
                                         and use best efforts to complete such Research according to the timeline specified in
                                         the Research Scope of Work. Grantee acknowledges that The ALS Association has no responsibility,
                                         in whole or in part, directly or indirectly, for any of the matters described in this
                                         Section 2.4. Grantee makes no representations or warranties, expressed or implied, regarding
                                         its performance under this agreement, including but not limited to, the marketability,
                                         use or fitness for any particular purpose of the research results developed under this
                                         work, or that such results do not infringe upon any third-party property rights. Without
                                         limiting the generality of the foregoing, the following shall apply:



 


		(a)	If
Grantee is conducting animal research, Grantee shall comply with applicable federal, state, and local laws, regulations, guidance,
standards, policies and requirements relating to the conduct of Research using animals and the conduct of pre-clinical Research,
such as but not limited to the Animal Welfare Act of 1966 and its implementing regulations and related guidance, the PHS Policy
on Humane Care and Use of Laboratory Animals and all other applicable requirements issued by the U.S. National Institutes of Health.
Grantee shall conduct the Research described in the Research Scope of Work under the oversight of and consistent with any requirements
or directives imposed by the overseeing
IACUC(s), consistent with all applicable protocols as approved by such IACUC(s), and provide documentation of IACUC approval of
the Research under the Research Scope of Work by sending The ALS Association a copy of the IACUC approval notification prior to
the execution of the Agreement or within sixty (60) calendar days following the initial start date of the award. The ALS Association
grant funds may not be expended on animal subject research without a certification of IACUC approval.






 






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		(b)	If
Grantee is conducting clinical research, Grantee shall comply with applicable federal, state, and local laws, regulations,
guidance, standards, policies and requirements relating to the conduct of Clinical Research, such as but not limited to HIPAA,
the Common Rule, Regulation E.U. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of
natural persons with regard to the processing of personal data and on the free movement of such data, the U.S. Food, Drug and
Cosmetic Act and its implementing regulations and guidance, standards, policies, and requirements issued by the FDA, and applicable
industry standards and guidelines. Grantee shall conduct the Research described in the Research Scope of Work under the oversight
of and consistent with any requirements or directives imposed by the overseeing IRB(s), consistent with all applicable protocols
as approved by such IRB(s), and obtain all informed consents, authorizations, and other permissions required under Applicable
Law and as approved by the overseeing IRB(s). Grantee shall ensure that all informed consents, authorizations, and other permissions
obtained from Subjects will allow all uses and disclosures of their PHI and other individually identifiable information as required
under this Agreement and the Research Scope of Work, including as set forth in Section 5.5. Grantee shall provide documentation
of IRB approval of the Research under the Research Scope of Work and of any investigational new drug (“IND”)
application required to conduct Research under the Research Scope of Work prior to the execution of the Agreement or within sixty
(60) calendar days following the initial start date of the award. The ALS Association grant funds may not be expended on human
subject research without a certification of IRB approval.



 


		(c)	Grantee
shall maintain and operate laboratories, offices and all other facilities reasonably necessary to carry out the activities to
be performed by it pursuant to the Research Scope of Work consistent with and under the licenses, permits, certifications, accreditations,
and authorities required under Applicable Law.



 


		(d)	If
                                         Grantee is a foreign entity, ANTI-TERRORISM AND ECONOMIC SANCTIONS: Grants provided
                                         by The ALS Association are subject to U.S. law, including U.S. trade sanctions regulations
                                         administered by the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”).
                                         The transfer, diversion, or any other transaction involving grant funds provided by The
                                         ALS Association, except as permitted under U.S. law, is strictly prohibited. Funds provided
                                         by The ALS Association may not be re-granted or otherwise transferred contrary to U.S.
                                         law. Grantee warrants that, except as authorized by U.S. law, neither it nor any of its
                                         officers, directors, employees, or agents shall, directly or indirectly, engage in any
                                         transaction or dealing with any party named on any list maintained by OFAC or any other
                                         U.S. government agency that identifies parties subject to U.S. trade sanctions and prohibitions,
                                         including without limitation the Specially Designated Nationals List, Denied Persons
                                         List, Entities List, Debarred Parties List, Unverified List, and General Order List.
                                         Grantee shall fully cooperate with The ALS Association in implementing, monitoring, and
                                         maintaining any policies, procedures, and controls that The ALS Association reasonably
                                         determines are needed to ensure that Grantee and its affiliated companies (if any) are
                                         in compliance with all laws that apply to them, including without limitation the economic
                                         sanctions administered and enforced by OFAC and other U.S. agencies.





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		2.5	Records;
                                         Inspection. In conformity with standard practices, Grantee shall prepare and maintain,
                                         or shall cause to be prepared and maintained, complete and accurate written records,
                                         financial accounts, notes, reports and data with respect to activities conducted pursuant
                                         to the Research Scope of Work and its expenditure of the Grant (the “Research
                                         Records”). Upon reasonable advance notice, during Grantee business hours Grantee
                                         agrees to make available the Research Records, from which Grantee shall remove or redact
                                         any and all PHI and other personal information regarding a Subject, for inspection and
                                         copying by The ALS Association, and shall make its employees, subcontractors, consultants,
                                         and agents who are associated with the Research Scope of Work reasonably available at
                                         a mutually agreed time and place to answer questions relating to the Research Scope of
                                         Work and expenditure of the Grant, including as set forth in Section 3.4. The ALS Association
                                         shall maintain the Research Records and any other information disclosed hereunder in
                                         confidence in accordance with Article 4, and shall use such information solely for purposes
                                         of this Agreement.



 


		2.6	Communication;
                                         Research Reports.



 


		(a)	Grantee
shall cause the Principal Investigator to prepare and deliver to The ALS Association a written summary report (the “Research
Report”) that shall comply with the Research Progress Report Requirements set forth in Exhibit B, including
by describing: (i) the accomplishments by each specific aim for each reporting period, including all results, experimental challenges
preventing progress and how the Principal Investigator has tried to solve them and (ii) what the Principal Investigator plans
to do during the next reporting period to accomplish the goals and objective and (iii) the grant expenditure information as required
under Section 3.4. Grantee agrees that the Research Progress Reports may not include PHI or other personal information regarding
a Subject. If Grantee fails to provide any Research Report by the applicable Research Report Due Date, The ALS Association may
issue to Grantee a written warning that it may consider either early termination of the Agreement or withhold future support,
until compliance is achieved if such Research Report is not received by The ALS Association within thirty (30) calendar days after
the applicable Research Report Due Date. If Grantee fails to provide a Research Report within sixty (60) calendar days after the
applicable Research Report Due Date, The ALS Association may, in its absolute and sole discretion, terminate the Agreement immediately.



 






    8


     


    




 


		(b)	As
required in the Research Scope of Work (Exhibit A) and Reporting Requirements (Exhibit B), as soon
as reasonably practicable after delivery of each Research Progress Report and subject to the restrictions set forth in Section
4.1, the Grantee shall cause the Principal Investigator to participate in a meeting with the Principal ALS Association Contact,
either in person or by telephone or video conference, to discuss the progress of the Research and other activities
described in the Research Progress Report, strategies for achieving the objectives of the Research Scope of Work in an expeditious
manner, and to assess the significance of the Results generated thus far (each a “Progress Meeting”). Progress
Meetings may be attended by other advisors and Research project scientists as the parties may determine. In addition to making
the Principal Investigator available for Progress Meetings, Grantee shall notify The ALS Association in writing as soon as reasonably
possible if:






 


		(i)	Grantee
                                         or the Principal Investigator determines that a material delay in the anticipated timeline
                                         specified in the Research Scope of Work or in the achievement of any Research Scope of
                                         Work milestone is reasonably likely to occur,



 


		(ii)	Grantee
                                         or the Principal Investigator seeks to change any Research Scope of Work budget previously
                                         submitted to The ALS Association, or



 


		(iii)	there
                                         was a failure to conduct any of the Research under the Research Scope of Work in a good
                                         scientific manner as measured by prevailing industry standards, upon which notice the
                                         parties shall promptly confer in good faith regarding the potential impact of such delay
                                         or failure, including any necessary remedial measures.



 


		(c)	The
parties acknowledge that the milestones specified in the Research Scope of Work represent the parties’ mutual good faith
predictions as of the Effective Date regarding Results that would be of sufficient scientific significance to justify the continued
implementation of the Research Scope of Work. However, the parties also acknowledge and agree that such predictions may be inaccurate,
and The ALS Association may, based upon its review of one or more Research Progress Reports and its discussions with Grantee and
the Principal Investigator, determine in good faith that there does not continue to be scientific justification for continuing
implementation of the Research Scope of Work because the Research required thereunder lacks scientific merit or relevance to ALS
or the results are inconclusive so as to warrant discontinuation of the Research Scope of Work, in which event The ALS Association
shall have the right to terminate this Agreement in accordance with Section 8.5.



 


		2.7	Subcontractors
                                         and Personnel. Grantee may perform some of its obligations under the Research Scope
                                         of Work through one or more Third Party subcontractors provided that (a) none of the
                                         rights of either party hereunder are diminished or otherwise adversely affected as a
                                         result of such subcontracting (except in the case of academic and other not-for-profit
                                         institutions receiving federal funding where receipt of such funding requires an amendment
                                         to the terms of this Agreement), and (b) Grantee will at all times be responsible for
                                         the performance and payment of such subcontractor in accordance with this Agreement.
                                         Grantee shall notify the Principal ALS Association Contact of any material changes to
                                         personnel involved in implementing the Research Scope of Work as described therein, including
                                         the use of subcontractors not previously described in the Research Scope of Work.



 






    9


     


    




 


		2.8	The
                                         ALS Association Not Sponsor. If Grantee is conducting FDA-regulated research under
                                         the Research Scope of Work, the parties acknowledge and agree that The ALS Association
                                         does not constitute a Sponsor (as defined below) of the Research under the Research Scope
                                         of Work, and that the ALS Association’s right to receive information relating to
                                         the Research conducted under the Research Scope of Work and the expenditure of the Grant
                                         as specified under this Agreement is solely for the purposes of determining whether Grantee
                                         is abiding by the terms of this Agreement, to ensure that the activities under this Agreement
                                         are consistent with The ALS Association’s tax-exempt purposes, and to support the
                                         ALS Association’s mission; such right is not for the purpose of exercising any
                                         control over the Research. For Research hereunder that is regulated by the FDA, the term
                                         “Sponsor” has the meaning set forth in the FDA regulations.



 


		2.9	Notification
                                         of Action by Governmental Authority. Grantee acknowledges that it is possible that
                                         a Governmental Authority, acting within the scope of its authority, may at some time
                                         take regulatory action against Grantee or any other individual or entity involved in
                                         implementing the Research Scope of Work because of actual or alleged deficiencies in
                                         the Research or other activities conducted under the Research Scope of Work or because
                                         of other alleged defects in such Research. Grantee agrees to notify The ALS Association
                                         immediately by telephone or email of any such Governmental Authority action taken or
                                         anticipated to be taken for any reason that may affect this Agreement, including implementation
                                         of the Research Scope of Work, and to provide The ALS Association with a copy of any
                                         written correspondence received from a Governmental Authority pertaining thereto. The
                                         ALS Association may terminate this Agreement promptly upon receipt of such notice.



 


	3.	PAYMENTS.



 


		3.1	Award
of Grant by The ALS Association.



 


		(a)	The
ALS Association shall make grant payments to Grantee and Grantee shall use the full amount (the “Grant”) exclusively
for the conduct of Research and any other activities expressly described in the Research Scope of Work. Grantee agrees that in
the event any part of the Grant is not used for the conduct of Research and any other activities expressly described in the Research
Scope of Work, Grantee will promptly repay that part of the Grant to The ALS Association.



 


		(b)	All
                                         payments of the Grant shall be payable in U.S. dollars.



 


		(c)	The
parties agree that the maximum aggregate amount of the Grant payable by The ALS Association under this Agreement is the amount
set forth in the Grant Information Summary section. Grantee acknowledges and agrees that the Grant is non-renewable and that any
payments to Grantee in addition to the Grant for the conduct of the Research Scope of Work shall be at the sole discretion of
The ALS Association on the basis of a new and separate submission by Grantee that must include a grant application in accordance
with applicable The ALS Association policies and procedures and such other additional information that The ALS Association may
require from Grantee, including information to supplement any
Research Reports previously submitted to The ALS Association under this Agreement. For the avoidance of doubt, the parties acknowledge
and agree that The ALS Association will not be required to pay any amounts in addition to the Grant unless it has separately agreed
in writing to provide additional funds. Grantee’s receipt of the Grant is subject to Section 8.10.






 






    10


     


    




 


		3.2	Conditions
                                         of Grant Payment. Grantee acknowledges and agrees that The ALS Association’s
                                         payment of each installation of the Grant in accordance with Exhibit C
                                         is subject to Grantee meeting any applicable milestones and conditions set forth therein
                                         and in this Agreement, including but not limited to timely submission of Research Progress
                                         Reports in accordance with Section 2.6(a) and grant expenditure information in accordance
                                         with the schedule outlined in Exhibit C. If the Research Scope of Work
                                         involves Clinical Research, without limiting the generality of the foregoing, The ALS
                                         Association shall not be obligated to pay any installment of the Grant if Grantee is
                                         unable to demonstrate to The ALS Association that each Site that will conduct clinical
                                         research under the Research Scope of Work whose activities will be funded in whole or
                                         in part by such Grant payment installment has received all necessary IRB approvals and
                                         is ready to enroll Subjects.



 


		3.3	Taxes.
                                         Except as set forth in this Section, Grantee will pay any and all taxes levied on account
                                         of any payments made to it under this Agreement. If any taxes are required to be withheld
                                         by The ALS Association, The ALS Association will (a) deduct such taxes from the payment
                                         made to Grantee under Section 3.1, (b) timely pay the taxes to the proper taxing authority,
                                         and (c) send proof of payment to Grantee and certify its receipt by the taxing authority
                                         within thirty (30) calendar days following such payment.



 


		3.4	Payment
                                         Integrity. In each Research Progress Report required to be submitted pursuant to
                                         Section 2.6, Grantee shall include the information outlined within Exhibit B If
                                         indirect costs are permitted under this award program, grantees may not spend more than
                                         10 percent (10%) of the Grant on indirect costs or overhead allocations. Indirect costs
                                         are not permitted under The ALS Association Post- Doctoral Fellowship Awards.



 


		3.5	Financial
                                         Records. Grantee shall maintain, and shall ensure that the Principal Investigator
                                         maintains, detailed records of the use of the Grant funds and shall make such financial
                                         records available to The ALS Association for its audit, inspection and copying at mutually
                                         agreeable times during Grantee’s normal business hours. The ALS Association shall
                                         protect the confidentiality of all documentation in accordance with this Agreement. Grantee
                                         shall take the necessary reasonable steps, and shall ensure that the Principal Investigator
                                         and all other officers, directors, employees, consultants, agents, and subcontractors
                                         of Grantee take the necessary reasonable steps, to cooperate with any audit or inspection
                                         by The ALS Association under this Section.



 






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	4.	CONFIDENTIALITY.



 


		4.1	Confidentiality.
                                         Except to the extent expressly authorized by this Agreement or otherwise agreed in writing
                                         by the parties, the parties agree that, during the Term and for a period of ten (10)
                                         years thereafter, each party (the “Receiving Party”) will maintain
                                         in strict confidence all Confidential Information disclosed by the other party (the “Disclosing
                                         Party”). The Receiving Party may use and disclose the Confidential Information
                                         of the Disclosing Party only to its employees, agents, consultants, subcontractors and
                                         other participants on a need-to-know basis in furtherance of the Research Scope of Work
                                         and as otherwise permitted by this Agreement. The Receiving Party shall use at least
                                         the same standard of care as it uses to protect proprietary or Confidential Information
                                         of its own to ensure that its employees, agents, consultants and other representatives
                                         do not disclose or make any unauthorized use of the Disclosing Party’s Confidential
                                         Information. Each party will promptly notify the other upon discovery of any unauthorized
                                         use or disclosure of the other party’s Confidential Information.



 


		4.2	Exceptions.
                                         The obligations of confidentiality contained in Section 4.1 will not apply to the extent
                                         that it can be established by the Receiving Party that such Confidential Information:
                                         (a) was already known to the Receiving Party, other than under an obligation of confidentiality,
                                         at the time of disclosure by the Disclosing Party; (b) was generally available to the
                                         public or otherwise part of the public domain at the time of its disclosure to the Receiving
                                         Party; (c) became generally available to the public or otherwise part of the public domain
                                         after its disclosure and other than through any act or omission of the Receiving Party
                                         in breach of this Agreement; (d) is independently discovered or developed by the Receiving
                                         Party without the use of Confidential Information of the Disclosing Party as evidenced
                                         by contemporaneously dated written records; or (e) was disclosed to the Receiving Party,
                                         other than under an obligation of confidentiality, by a Third Party who had no obligation
                                         to the Disclosing Party not to disclose such information to others.



 


		4.3	Authorized
                                         Disclosure. Notwithstanding any other provision of this Agreement, disclosure of
                                         Confidential Information shall not be precluded if such disclosure is in response to
                                         a valid order of a court or other governmental body of competent jurisdiction of the
                                         United States or any political subdivision thereof or is otherwise required by Applicable
                                         Law; provided, however, that the Receiving Party shall first have given notice
                                         to the Disclosing Party and shall have made a reasonable effort to obtain a protective
                                         order requiring that the Confidential Information so disclosed be used only for the purposes
                                         for which the order was issued or required under Applicable Law or to seek other confidential
                                         treatment of such information.



 


		4.4	Publication.



 


		(a)	The
parties acknowledge and agree that the ALS research community and medical professionals treating ALS patients will benefit from
the dissemination of the results of the Research conducted under the Research Scope of Work (“Results”) as
soon as practicable.



 


		(b)	Grantee
shall exercise diligence to publish the Results without charge to the reader, as soon as practicable. Grantee shall acknowledge
The ALS Association in any and all publications and public presentations relating to the Research conducted under the Research
Scope of Work. The acknowledgement shall be stated in the following or similar language:



 


“The
research reported in this [publication/press release/presentation] was supported by The ALS
Association.”


 




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		(c)	The
parties agree that The ALS Association may publish or otherwise disclose the Results in any Research Progress Report as it determines
necessary or appropriate; provided, however, that Grantee shall have a period of ninety (90) calendar days following the submission
of each Research Progress Report to The ALS Association (the “IP Filing Period”) to file patent applications
covering Grantee Intellectual Property disclosed in such Research Progress Report, during which IP Filing Period The ALS Association
shall maintain as confidential the Results and the Research Progress Report.



 


		(d)	The
ALS Association may publish or otherwise disclose the Results after the IP Filing Period if (i) The ALS Association provides Grantee
with a written copy of any proposed written or oral disclosure or publication at least thirty (30) calendar days prior to public
release, and (ii) The ALS Association deletes any reference to confidential or proprietary information of Grantee, or its Affiliates
or Third Party subcontractors if requested by Grantee. Grantee will make a good faith effort to identify for The ALS Association
any Results in each Research Progress Report that are suitable for immediate public disclosure.



 


		4.5	Use
                                         of Name/Press Release: Neither party shall use directly or by implication the names
                                         or trademarks of the other party or any of the other party’s affiliated entities
                                         in any advertising, publicity, endorsement, or promotion unless provided herein the other
                                         party has provided prior written consent for the particular use contemplated. The terms
                                         of this section survive the termination, expiration, non-renewal, or recession of this
                                         Agreement.



 


		4.6	Applicability
                                         of HIPAA and Other Applicable Law. The provisions of this Article 4, including but
                                         not limited to the exceptions described in Section 4.2, do not change, affect, or otherwise
                                         diminish any of the obligations of the parties to comply with the protections under Applicable
                                         Law for PHI or other personal information regarding a Subject.



 


	5.	OWNERSHIP
                                         AND USE OF RESULTS AND INTELLECTUAL PROPERTY.



 


		5.1	Patents.
                                         It is recognized and understood that certain existing inventions and technologies, and
                                         those arising outside of the research conducted under this Agreement, are the separate
                                         property of The ALS Association or Grantee and are not affected by this Agreement, and
                                         neither The ALS Association nor Grantee shall have any claims to or rights in such separate
                                         inventions and technologies. Grantee shall have the first right, but not the obligation,
                                         to prepare, file, prosecute and maintain all registerable rights in Intellectual Property
                                         arising from the implementation of the Research Scope of Work at its sole expense, except
                                         with respect to any Intellectual Property, the rights to which Grantee assigns to The
                                         ALS Association as provided under this Article 5. Grantee shall:



 


		(a)	notify
The ALS Association if it does not intend to pursue Patent protection for any invention, discovery or idea arising from the implementation
of the Research Scope of Work and hereby assigns all rights in any such invention, discovery or idea (whether patentable or not)
to The ALS Association and shall sign any and all documents that may be necessary to vest title in such Intellectual Property
in The ALS Association;



 




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		(b)	notify
The ALS Association of: (i) any intent of Grantee to abandon any Patent application on an invention, discovery or idea discovered
or developed by Grantee under this Agreement, or (ii) any intent of Grantee to allow a Patent on an invention, discovery or idea
discovered or developed by Grantee under this Agreement to expire, prior to abandonment or expiration of any such Patent, and
offer to assign all rights therein to The ALS Association in sufficient time to allow The ALS Association to pursue or maintain
the Patent; and



 


		(c)	notify
The ALS Association of the issuance of any Patents on inventions, discoveries or ideas discovered or developed by Grantee under
the Research Scope of Work, even after the Agreement has terminated.



 


		5.2	Ownership.
                                         Grantee shall solely own all rights, title and interest to the Grantee Technology, subject
                                         to the rights of publication of The ALS Association pursuant to Section 4.4 of this Agreement
                                         and any rights assigned to The ALS Association under this Article 5.



 


		5.3	Royalty.
                                         Any Net Income derived from Grantee’s licensing, sale, transfer or direct utilization
                                         of any Intellectual Property covered by Grantee Technology shall be distributed in accordance
                                         with this paragraph. Such Net Income shall be distributed on an annual basis to The ALS
                                         Association in proportion to its contributions to the direct activity leading to the
                                         development of the Grantee Technology, which shall be determined by the parties. If,
                                         however, the parties disagree as to the allocation of Net Income, the parties shall follow
                                         the dispute resolution process in Section 9.2.



 


		5.4	Disposition
                                         of the Grantee Technology. Grantee acknowledges and agrees that, notwithstanding
                                         any license, sale, lease or other disposition of any Grantee Technology to any Third
                                         Party, such Third Party’s rights in such Grantee Technology shall remain subject
                                         to The ALS Association’s rights to any Grantee Technology described under this
                                         Agreement. Grantee agrees that, in connection with any such license, sale, lease or other
                                         disposition, Grantee shall obtain the Third Party transferee’s written acknowledgment
                                         and agreement of The ALS Association’s rights under this Agreement.



 


		5.5	Data
                                         Sharing. If the funded Research is expected to generate data, the parties acknowledge
                                         and agree that the ALS research community and medical professionals treating ALS patients
                                         will benefit from Grantee making publicly available the data to be collected as part
                                         of implementing the Research Scope of Work. Grantee shall make such data publicly available,
                                         on the following conditions: (a)
data will be provided without charge to end users; (b) data will be used solely for research purposes and consistent with Applicable
Law and ethical obligations, including but not limited to by obtaining all consents, authorizations, and other permissions required
under Applicable Law and by the overseeing IRB(s) to make such data available for such future use. Any additional direction that
The ALS Association may provide to Grantee under this Section must be provided with reasonably sufficient notice to enable Grantee
to obtain such necessary consents, authorizations, and other permissions.



  






    14


     


    

  


		5.6	Biospecimen
                                         Sharing. If the research is expected to generate Biospecimens, the parties acknowledge
                                         and agree that the ALS research community and medical professionals treating ALS patients
                                         would benefit from the availability to the public of the Biospecimens. Grantee may make
                                         the Biospecimens publicly available, on the following conditions: (a) Biospecimens will
                                         be provided without charge to end users; (b) Biospecimens will be used solely for research
                                         purposes; (c) third parties may be required to pay minimal charges for preparation and
                                         transportation of Biospecimens; and (d) consistent with Applicable Law and with applicable
                                         ethical obligations, including but not limited to by obtaining all consents, authorizations,
                                         and other permissions required under Applicable Law and by the overseeing IRB(s) to make
                                         the Biospecimens available for such future use. Any additional direction that The ALS
                                         Association may provide to Grantee under this Section must be provided ninety (90) days
                                         prior to The ALS Association’s expectation for Grantee to act to enable Grantee
                                         to obtain such necessary consents, authorizations, and other permissions.






 


	6.	REPRESENTATIONS
                                         AND WARRANTIES.



 


		6.1	Grantee
                                         Representations and Warranties. Grantee hereby represents and warrants that:



 


		(a)	the
Principal Investigator is either employed or engaged by Grantee to take such actions as necessary to enable Grantee to satisfy
Grantee’s obligations under this Agreement;



 


		(b)	its
obligations under the Agreement, including the Research and other activities described in Exhibit A, will be performed
by qualified personnel in a professional, timely, and efficient manner;



 


		(c)	neither
it nor any of the individuals or entities who will perform the obligations of Grantee under this Agreement, including the Principal
Investigator are currently debarred by the FDA pursuant to 21 U.S.C. §335a, and Grantee has no knowledge of any circumstances
that may affect the accuracy of the foregoing representation and warranty, including but not limited to FDA investigations of
or debarment proceedings against Grantee or any person or entity performing the Research under this Agreement;



 


		(d)	it
will perform the Research under Exhibit A in compliance with Applicable Law and the terms of this Agreement; and



		 	 



		(e)	it
is authorized to enter into this Agreement and to perform its obligations hereunder, and that Grantee, including its Principal
Investigator, will not enter into any relationship with any Third Party during the term of this Agreement that would interfere
with fulfilling its obligations under this Agreement without the prior written permission of The ALS Association.



 


		6.2	Association
                                         Representations and Warranties. The ALS Association hereby represents and warrants
                                         that it is authorized to enter into this Agreement and to perform its obligations hereunder,
                                         and that the performance of The ALS Association’s obligations hereunder does not
                                         conflict with any other obligations of The ALS Association and will not breach any agreement
                                         or obligation with any Third Party.



 






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	7.	INSURANCE
                                         AND INDEMNIFICATION.



 


		7.1	Indemnification
                                         by Grantee. Grantee shall indemnify, defend and hold harmless The ALS Association,
                                         its Affiliates, and their respective officers, directors, employees, consultants and
                                         agents (the “Association Indemnitees”) from and against any and all
                                         third party damages, claims, demands, causes of action, suits, judgments, losses, liabilities,
                                         costs and expenses whatsoever. The ALS Association Indemnitees may incur, including,
                                         but not limited to, reasonable attorneys’ fees, by reason of or in connection with:
                                         (i) Grantee’s or its representatives’, agents’, employees’ or
                                         licensees’ negligence or willful misconduct in performing Grantee’s obligations
                                         under this Agreement, or material breach of any term of the Agreement; (ii) injury to
                                         a Subject; (iii) the negligent design of the Research under Exhibit A;
                                         or (iv) a claim that Grantee’s conduct of the Research or any other activity under
                                         the Research Scope of Work infringes the intellectual property rights of any Third Party.



 


		7.2	Indemnification
                                         by The ALS Association. The ALS Association shall indemnify, defend and hold harmless
                                         Grantee, its Affiliates, and their respective officers, directors, employees, consultants
                                         and agents (the “Grantee Indemnitees”) from and against any and all
                                         damages, claims, demands, causes of action, suits, judgments, losses, liabilities, costs
                                         and expenses whatsoever the Grantee Indemnitees may incur, including, but not limited
                                         to, reasonable attorneys’ fees, by reason of or in connection with The ALS Association’s
                                         or its representatives’, agents’, employees’ or licensees’: (i)
                                         negligence or willful misconduct in performing The ALS Association’s obligations
                                         under this Agreement, or (ii) material breach of any term of the Agreement; provided,
                                         however, that The ALS Association’s liability to Grantee hereunder will not exceed
                                         the amount of the Grant that The ALS Association has paid to Grantee as of the date The
                                         ALS Association receives notice under Section 7.3.



 


		7.3	Notice
                                         of Claim. The Grantee agrees to notify The ALS Association within thirty (30)
calendar days of receipt of any claims made for which The ALS Association might be liable under this Article 7. The ALS Association,
at its discretion, may elect to defend, negotiate, and settle such claims, provided, however, that the Grantee will be entitled
to participate in the defense of such matter and to employ counsel at its own expense to assist therein. The party seeking indemnification
must consent to any settlement of the claim, which consent will not be unreasonably withheld. The Grantee will provide the indemnifying
party with such information and assistance as it may reasonably request at The ALS Association’s expense.






 


		7.4	Insurance.
                                         Grantee shall, at its own expense, maintain general and professional liability insurance
                                         (including errors and omissions coverage) in an amount consistent with industry standards
                                         as shall be necessary to insure itself, its Affiliates and their respective officers,
                                         directors, employees, consultants and agents against any claim or claims for damages
                                         occasioned directly or indirectly in connection with this Agreement. Grantee shall provide
                                         a certificate of insurance, if applicable, evidencing such coverage to The ALS Association
                                         upon request.



 






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	8.	TERM;
                                         TERMINATION.



 


		8.1	Term.



 


		(a)	This
Agreement shall commence on the Effective Date and continue for the Initial Term identified on the Research Grant Summary page
unless earlier terminated in accordance with this Section (the “Initial Term”).



 


		(b)	Before
termination of the initial term of the Agreement, Grantee may submit, and The ALS Association may approve in its sole discretion,
a request for an extension of the term of the Agreement beyond the Initial Term as set forth in this Section (each an “Extension
Term”); provided, however, that any Extension Term shall not obligate The ALS Association to pay any funds for implementation
of the Research Scope of Work that are in addition to the Grant. Any request for an Extension Term shall include a rationale for
requesting a no-cost extension, description of the project activities that require support during the extension, and the estimated
unobligated balance that includes the content described in Section 8.10(b). The ALS Association will not approve any request for
an Extension Term when The ALS Association, in its sole discretion, determines that the reason for the requested Extension Term
is inconsistent with the efficient implementation of the Research Scope of Work. In addition, the Grantee may not retain, nor
permit the Principal Investigator to retain, unexpended Grant funds for any purpose other than those set forth in Exhibit
A.



 


		(c)	The
Initial Term and any Extension Terms are referred to collectively as the “Term.”



 


		8.2	Termination
                                         for Cause. Each party shall have the right to terminate this Agreement upon sixty
                                         (60) calendar days’ prior written notice to the other upon the occurrence of any
                                         of the following:



 


		(a)	Immediately
upon filing of a bankruptcy petition or the commencement of any proceeding by either party for any relief under any bankruptcy
or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or
extension; or



		 	 



		(b)	Upon
sixty (60) calendar days’ prior written notice to the other party in the event of a material breach by the other party of
any material term or condition hereof, if such breach is not cured to the reasonable satisfaction of the non- breaching party
within sixty (60) calendar days after the non-breaching party has given notice thereof to the other party.



 


		8.3	Termination
                                         Upon Unauthorized Substitution of Principal Investigator. The ALS Association may
                                         terminate this Agreement immediately in the event Grantee makes a substitution of the
                                         Principal Investigator without The ALS Association’s prior written agreement as
                                         required by Section 2.2(c).



 


		8.4	Termination
                                         Upon Unavailability of Principal Investigator. This Agreement shall terminate immediately
                                         if The ALS Association elects not to accept any proposed successor Principal Investigator
                                         upon the end of the time period specified in Section 2.2(d).



 






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		8.5	Termination
                                         Based on Assessment of Research. The ALS Association may terminate this Agreement
                                         upon ten (10) calendar days’ prior written notice if it determines in good faith
                                         that continuation of the Research Scope of Work is not warranted as set forth in Section
                                         2.6(c).



 


		8.6	Termination
                                         to Protect Subjects and Animals. Either party may terminate this Agreement immediately
                                         if an IRB, IACUC, other safety oversight committee, or Governmental Authority with jurisdiction
                                         over any of the activities in the Research Scope of Work determines that termination
                                         of any such activities is necessary to adequately protect Subjects or animals, as applicable,
                                         as required under Applicable Law; provided, however, that Grantee will follow any IRB,
                                         IACUC, or Governmental Authority requirements regarding the orderly termination of any
                                         Research being conducted under the Research Scope of Work for the protection of Subject
                                         or animal safety.



 


		8.7	Termination
                                         for Failure to Submit Research Reports. The ALS Association may terminate this Agreement
                                         pursuant to Section 2.6(a).



 


		8.8	Termination
                                         Upon Governmental Authority Action. The ALS Association may terminate this Agreement
                                         immediately pursuant to Section 2.9.



 


		8.9	Termination
                                         at Will. Either party may terminate this Agreement for any reason or for no reason
                                         upon ninety (90) calendar days’ written notice to either party.



 


		8.10	Consequences
                                         of Expiration or Termination. Expiration or termination of this Agreement will not
                                         relieve the parties of any obligation accruing prior to such expiration or termination.
                                         In addition, the following shall apply in the event of expiration or termination of this
                                         Agreement:



 


		(a)	Upon
expiration or termination of this Agreement, Grantee shall immediately cease making any further expenditures of the Grant.



 


		(b)	Within
ninety (90) calendar days of expiration or termination of this Agreement, Grantee shall provide to The ALS Association a final
Research Progress Report that includes a summary of the progress made toward the achievement of the originally stated aims and
a list of significant results as conducted by Grantee and described in Exhibit A since the Effective Date.



		 	 



		(c)	Grantee
shall return any Unexpended Funds that remain upon expiration or termination of the Agreement within ninety (90) calendar days
of expiration or termination of the Agreement according to the method and place of payment to be specified by the ALS Association.



		 	 



		(d)	In
the event The ALS Association determines that any portion of the Grant was used in a manner inconsistent with this Agreement,
the parties shall work together in good faith to reach an agreement regarding the amount of the Grant that Grantee must return
to The ALS Association, which return payment must occur within sixty (60) calendar days unless as otherwise mutually agreed in
writing by the parties.



 




    18


     


    

 


		(e)	For
the avoidance of doubt, The ALS Association may elect to transfer any Unexpended Funds to a Third Party institution in the event
the Principal Investigator becomes unavailable to implement the Research Scope of Work at Grantee under the terms of this Agreement
and The ALS Association terminates this Agreement as permitted by Section 8, subject to The ALS Association and such Third Party
institution entering into an agreement upon mutually agreeable terms and conditions.



 


		(f)	In
the event The ALS Association elects to transfer any Unexpended Funds to a Third-Party institution, Grantee shall cooperate in
good faith to enable the transfer of work product, Research study documents, and other materials relating to the activities conducted
under the Research Scope of Work to the Third Party institution.



 


	9.	MISCELLANEOUS.



 


		9.1	Independent
                                         Contractors. The relationship between The ALS Association and Grantee is that of
                                         independent contractors. No party is an agent, partner or employee of the other party
                                         and no party has any right or any other authority to enter into any contract or undertaking
                                         in the name of or for the account of the other party or to assume or create any obligation
                                         of any kind, express or implied, on behalf of the other party, nor will the act or omissions
                                         of either create any liability for the other party. This Agreement shall in no way constitute
                                         or give rise to a partnership or joint venture between the parties.



 


		9.2	Dispute
                                         Resolution.



 


		(a)	The
parties recognize that disputes as to certain matters may arise from time-to-time during the Term. It is the objective of the
parties to seek to resolve any issues or disputes arising under this Agreement in an expedient manner and, if at all possible,
without resort to litigation, and to that end the parties agree to abide by the following procedures set forth in this Section
9.2 to resolve any such issues or disputes.



 


		(b)	The
parties initially shall attempt to settle any such issue or dispute through good faith negotiations in the spirit of mutual cooperation
between business executives with authority to resolve the dispute. Prior to taking action as provided in Section 9.2 of this Agreement,
the parties shall first submit such dispute to an officer of each party with authority to settle the applicable issue or dispute,
for resolution. Such officers of the parties shall meet promptly thereafter and shall negotiate in good faith to resolve such
issue. All negotiations pursuant to this Section 9.2(b) shall be confidential, and shall be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.



 


		(c)	The
                                         parties waive the right to a jury trial in any action related to this Agreement or the
                                         relationship between the parties and their respective successors and assigns.



 


		9.3	Governing
                                         Law. The parties agree to remain silent on governing law and jurisdiction without
                                         waiving any of their rights, privileges, immunities or defenses.



 






    19


     


    




 


		9.4	Transfer
                                         of the Grant; Assignment. Grantee may not transfer the Grant and/or assign, delegate,
                                         or otherwise transfer this Agreement or any of its rights, interests, or obligations
                                         hereunder without the prior written approval of The ALS Association in its sole and absolute
                                         discretion. Grantee, whether seeking to transfer the Grant or assign this Agreement on
                                         its own initiative or upon the request of the Principal Investigator, shall make any
                                         requests for a transfer of the Grant and/or an assignment of this Agreement in accordance
                                         with The ALS Association’s applicable policies and procedures. The ALS Association
                                         may assign or transfer any or all of its rights or obligations under this Agreement to
                                         a Third Party that is a non-profit organization upon written notice to Grantee, provided
                                         that The ALS Association shall remain liable for any Grant payment obligations accruing
                                         hereunder to the extent that such Third Party does not comply with such obligations.
                                         The rights and obligations of the parties under this Agreement shall be binding upon
                                         and inure to the benefit of the successors and permitted assigns of the parties. Any
                                         assignment not in accordance with this Agreement shall be void.



 


		9.5	Notices.
                                         All notices and other communications shall be provided via e-mail at the email address
                                         provided in the Research Grant Summary section and Exhibits B and C. All
                                         notices and other communications provided under this Agreement shall be deemed received
                                         as of the date the communication is sent from one party to the other, return/read receipt
                                         requested.



 


		9.6	Entire
                                         Agreement; Amendment. This Agreement (including the Exhibits hereto, as such Exhibits
                                         may be amended from time to time by mutual written agreement of the parties) sets forth
                                         all of the agreements and understandings between the parties hereto with respect to the
                                         subject matter hereof and thereof, and supersedes and terminates all prior agreements
                                         and understandings between the parties with respect to the subject matter hereof and
                                         thereof. There are no other agreements or understandings with respect to the subject
                                         matter hereof, either oral or written, between the parties. Except as expressly set forth
                                         in this Agreement, no subsequent amendment, modification or addition to this Agreement
                                         shall be binding upon the parties hereto unless reduced to writing and signed by the
                                         respective authorized officers of the parties.



 


		9.7	Survivability.
                                         Section 2.4, Articles 4, 5, 6, 7, 9, and Section 8.10, and any defined terms in Article
                                         1 referenced therein will survive expiration or termination of this Agreement. Any provision
                                         of this Agreement that by its nature and intent remains valid after termination will
                                         survive termination.



 


		9.8	Waiver
                                         of Breach. The waiver by either party of a breach or violation of any provision of
                                         this Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent
                                         breach of the same or another provision hereof.



 


		9.9	Force
                                         Majeure. Neither party shall be held liable or responsible to the other party nor
                                         be deemed to have defaulted under or breached this Agreement for failure or delay in
                                         fulfilling or performing any term of the Agreement when such failure or delay is caused
                                         by or results from causes beyond the reasonable control of the affected party, including,
                                         without limitation, fire, floods, earthquakes, natural disasters, embargoes, war, acts
                                         of war (whether war be declared or not), insurrections, riots, civil commotions, strikes,
                                         lockouts or other labor disturbances, acts
of God or acts, omissions or delays in acting by any governmental authority or the other party.






 


		9.10	Headings.
                                         The captions contained in this Agreement are not a part of this Agreement, but are merely
                                         guides or labels to assist in locating and reading the several Articles and Sections
                                         hereof.



 


		9.11	Counterparts.
                                         This Agreement may be executed in two or more counterparts, each of which shall be deemed
                                         an original, but all of which together shall constitute one and the same Agreement. The
                                         counterparts of this Agreement may be executed and delivered by electronic signature
                                         by either of the parties to the other party and the receiving party may rely on the receipt
                                         of such document so executed and delivered as if the original had been received.



 






    20


     


    




 


EXHIBIT
A


 


Research
Scope of Work


 


By
signing the Research Grant Agreement, the Grantee and Principal Investigator certify that the Research Scope of Work outlined
below does not duplicate the funding of the same work received from other sources.


 


Impact
Statement: The impact of the experiments will be fourfold. 1) The results will increase the understanding of ALS pathophysiology,
and specifically in the context of inflammation; the RNAseq and cytokine multiplexing experiments will be hypothesis- generating
by comparing ALS to nonneurological control samples, as well as their response to solTNF inhibition. 2) The results will produce
a novel co-culturing assay for neuron survival. 3) The results will identify a potential peripheral marker of target engagement
of XPro1595 by combining data from in vitro and in vivo. 4) This study will provide IND-enabling proof-of-concept to develop the
advanced and patient-ready XPro1595 for ALS.


 


Lay
Summary: Amyotrophic Lateral Sclerosis (ALS) is a devastating neurodegenerative disease caused by the progressive loss of motor
neurons, resulting in muscle weakness and paralysis. In the absence of a medical cure, average life expectancy post-diagnosis
is between 2 and 5 years. Many biological processes contribute to motor neuron death in ALS, including inflammation. This process
is difficult to treat due the complexity of it; many different cell types, each in different states, release different cytokines,
incl. TNF, to affect each other in different ways. XPro1595 is a novel, first in class selective TNF inhibitor designed specifically
to address the complicated TNF biology within the central nervous system by blocking the "bad" soluble-TNF (solTNF)
and promoting the "good" transmembrane-TNF (tmTNF). Although XPro1595 is new in the context of ALS, it is well- advanced
in other diseases. This study will provide INDenabling proof-of-concept data to develop the advanced and patient-ready XPro1595
for ALS.


 


Specific
Aims:


 


Aim
1. Determine the efficacy of XPro1595 to reverse ALS neuroinflammation in vitro.


 


Aim
2. Determine the efficacy of XPro1595 to protect against ALS model phenotypes in vivo.


 


Timeline:
See detail timeline within Research Plan


 


Aim 1 - Quarters 1, 2, 3 and 4


 


Aim
2 – Quarters Y1 Q3 to Y2 Q2 and Year 2 Q2-Q4


 




    A-1


     


    

 


EXHIBIT
B – Research Reports:


 


Research
Progress and Grant Expenditure Report Forms


 


Complete
these forms during the period of award as outlined in Exhibit C. Future grant payments are contingent upon the grantee’s
submission of and The ALS Association’s acceptance of the reports. The ALS Association’s issuance of the next award
payment, when applicable, serves as confirmation that the Research Progress Report and Grant Expenditure Report, when required
and submitted, have been reviewed and approved by The ALS Association.


 


Research
Progress Report Form


 


The
contents of this form, when completed, is subject to the confidentiality rules in The ALS Association Research Grant Agreement
(“Agreement”).


 


Complete
all sections below to report on the progress of the research project during this reporting period.


 


SPECIFIC
INSTRUCTIONS:


 


Due
Dates:


 


		●	Interim
(6-month) research progress reports are generally due 2 weeks prior to the next scheduled payment date as outlined in Exhibit
C, unless otherwise noted.



 


		●	Final
reports (closeout) are due 90 days following the termination date of the Agreement.



 


Use
font Arial 11 and do not use capitalization unless it is materially relevant. After all questions are completed, sign and convert
the document to a single PDF file. Email the document as an attachment to The ALS Association at researchgrants@alsa-national.org.


 


GRANT
AWARD DATA:


 


	The
    ALS Association Grant ID #	 
	Total
    Grant Awarded in US $	 
	Principal
    Investigator	 
	Post
    Doctoral Fellowship Supervisor’s Name	 
	Post
    Doctoral Fellow	 
	Title
    of Project	 
	Start
    and Termination Date of Award	 
	Period
    Covered by this Report	 
	Enter
    Type of Report (Interim or Final)	 



 






    B-1


     


    




 


ACCOMPLISHMENTS:


 


	INTERIM
    REPORT ONLY: Summarize the accomplishments by each specific aim for this period, including results, experimental challenges
    preventing progress and how you have tried to solve them (no more than 1 page).
	INTERIM
    REPORT ONLY:What do you plan to do during the next reporting period to accomplish the goals and objective? (no
    more than 1⁄2 page).
	FINAL
    REPORT ONLY: Include a summary of progress made toward the achievement of the originally stated aims, a list of significant
    results (positive or negative) and scientific data inclusive of figures, tables, and images to illustrate and support the
    results of the grant) (no more than 4 pages).


 


INVENTIONS,
PATENT APPLICATIONS, AND/OR LICENSES


 


	Have
    any inventions or patents on inventions, discoveries or ideas discovered or developed by the Grantee under the Scope of Work
    resulted from the award during the reporting period or planning to patent in the coming months?	Yes	No
	If
    yes, list the information below.	 	 
	If
    yes, did you notify The ALS Association through an email communication to researchgrants@alsa-national.org?	Yes	No


 


 


RESEARCH
PRODUCTS


 


List
products issued during the reporting period, including papers, preprints, and shared resources, such as code, data, specimens,
etc. Indicate if the product is open (defined here as available to the public without charge) and acknowledge The ALS Association’s
funding in the text or metadata of the product. If accessibility or acknowledgement is not relevant or possible (e.g. a patent
filing), mark ‘no’. If any publications resulted from the research, please send the reprint of publication to researchgrants@alsa-national.org.


 


	Product
    Citation	Available


    without

 charge?	Product
                                         acknowledges The ALS Association

        support?

	[fill
    in field, up to 120 words]	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O
	 	Yes
    O	No
    O	Yes
    O	No
    O



 






    B-2


     


    




 


ADDITIONAL
INFORMATION:


  





	Use
    this space at your discretion (e.g., reporting any significant unobligated balances, significant changes to scope of work,
    any significant changes in personnel, etc.)







 


REMINDER:


 


POST
AWARD ACTIONS: If the grantee needs to request a no-cost extension, change of principal investigator, change of institution, rebudgeting
of funds, etc. during the period of an award, send an email to researchgrants@alsa-national.org.
The ALS Association will review the request and/or provide any additional information needed to consider your request.


 


The
signatures below certify that the grantee organization is in compliance with the terms of the Agreement and verifies the accuracy
and validity of the scientific information in the progress report.


 


 





	Print Name of Principal Investigator	Signature and Date
	 

                                                                       
	 
	Print Name of Authorized Organizational Representative	Signature and Date







 







    B-3


     


    

 


Grant
Expenditure Report Form


 


SPECIFIC
INSTRUCTIONS


 


Due
Dates:


 


		●	Grant
                                         Expenditure Report is generally due on an annual basis 2 weeks prior to the next scheduled
                                         payment date, unless otherwise noted (See Exhibit C).



 


		●	Final
                                         Grant Expenditure Report is due 90 days following the termination date of the Agreement
                                         (Closeout).



 


The
ALS Association will review the required report upon submission. If the annual report is acceptable, The ALS Association will
initiate the next scheduled payment.


 


The
contents of this form, when completed, is subject to the confidentiality rules in The ALS Association Research Grant Agreement
(Agreement).


 


Complete
all sections within this form and do not alter the format of this form. After all the information is provided, sign and convert
the document to a single PDF file. Email the document as an attachment to researchgrants@alsa-national.org.


 


The
amount reported below should only represent the funds awarded by The ALS Association and not include any other sources of funding
that may have been received in support of this project.


 


SPECIAL
INSTRUCTIONS FOR CLOSEOUT WITH UNOBLIGATED BALANCES:


 


Any
unexpended funds remaining at the termination of the grant must be returned via check made payable to The ALS Association.
Include a note with the check that provides the ALS Association grant number, Grantee name and Principal Investigator Name. The
check and information must be mailed to ALSA Finance, The ALS Association, 1275 K Street NW, Suite 250 Washington DC 20005 with
a copy to researchgrants@alsa-national.org.


 


	ALS
    Association Grant ID #	 
	Principal
    Investigator Name	 
	Grantee
    Name	 
	Project
    Title	 
	Enter
    Type of Report (Annual or Final)	 
	Start
    Date and Termination Date of Award	 
	Period
    Covered by Report (From and To)	 
	a.     Total
    Grant Funds Awarded US$	 



	b.     Total
    Grant Funds Received US$	 
	c.     Total
    Grant Funds Expended US$	 
	d.     Total
    Grant Funds Unexpended US$ (line b - c)	 
	e.     Total
    Unliquidated Obligations US$ (this amount must be zero on a final report)	 
	f.     Total
    Unobligated Balance US$ (line d - e)	 





 






    B-4


     


    




 


	ANNUAL
    REPORTS ONLY: Is there an estimated unobligated balance greater than 25% of the total amount received to date?	Yes	No
	If
    yes, explain why this significant balance exists and provide a general description of how it is anticipated that the funds
    will be spent during the next year.


 


REMINDERS:


 


POST
AWARD ACTIONS: If the grantee needs to request a no-cost extension, change of principal investigator, change of institution, change
in research scope of work, rebudgeting of funds, etc. during the period of an award, send an email to researchgrants@alsa-national.org.
The ALS Association will review the request and/or provide any additional information needed to consider your request.


 


The
signatures below provide a certification that the costs charged to the award are for allowable costs incurred in support of the
approved Research Scope of Work comply with institutional policy and procedures, the terms of The Agreement and the applicable
ALS Association program requirements.


 


 


	Print Name of Principal Investigator	Signature and Date
	 

                                                                       
	 
	Print Name of Authorized Organizational Representative	Signature and Date







 







    B-5


     


    

 


Exhibit
C – Payment Schedule and Information


 


	1.	Schedule
                                         and Reporting Requirements



 


The
ALS Association award period: 2/01/2020 – 1/31/2022


 


The
ALS Association generally makes the initial (first) payment within ten (10) business days following a fully executed Agreement.
Subsequent payments are made on a six-month basis within ten (10) business days following The ALS Association’s acceptance
of the required research progress report and grant expenditure report as outlined below.


 


Total
Payment Amount: $500,000 (Budget Request = $250,000 per year for two years)


 


	Amount
                                         To-Be-

        Paid
        by The ALS Association
	Payment
    Schedule During Award Period	Research
    Progress Report Due Date	Grant
    Expenditure Report Due Date
	$300,000	First
    Payment – 2/2020	N/A	N/A
	$0	N/A	Interim
    - 7/15/2020	N/A
	$100,000	Second
    Payment – 2/2021	Interim
    - 1/15/2021	Annual
    -1/15/2021
	$100,000	Third
    Payment - 8/2021	Interim
    - 7/15/2021	N/A
	$0	No
    payment – Final Closeout Report	Final
                                         - Due w/in 90

        days
        following the termination date
	Final
                                         - Due w/in 90

        days
        following the termination date



 


	2.	Grantee
                                         Payment Information:



 


	Entity
    Identification Number or Tax ID Number	47-5205835
	Grantee/Payee
    Name and Address	INmune
                                         Bio, Inc.

        1200
        Prospect St., Suite 525 

La Jolla, CA 92037

	Contact
    Person for Payments	David
                                         Moss

        Chief
        Financial Officer dmoss@inmunebio.com 

(858)964-3720

         

        CJ
        Barnum, Ph.D.

        Director
        of Neuroscience

        cbarnum@inmunebio.com
        

315.236.2429



 


 


C-1