Exhibit 10.46


*** Text Omitted and Filed Separately


Confidential Treatment Requested


Under 17 C.F.R. §§ 200.80(b)(4)


and 230.406


 


EXCLUSIVE LICENSE AGREEMENT


 


This
Exclusive License Agreement (“Agreement”) is entered into and effective this 5th day of May, 2014 (“Effective
Date”) by and between Cedars-Sinai Medical Center, a California nonprofit
public benefit corporation (“CSMC”), with offices at 8700 Beverly
Boulevard, Los Angeles, California 90048-1865, and Capricor, Inc., a Delaware
corporation (“Licensee”), with offices at 8840 Wilshire Blvd.,
2nd Floor, Beverly Hills, California 90211.


 


RECITALS


 


A.     CSMC owns and/or
is entitled to grant license rights with respect to certain Patent Rights and Know-How (as defined below) invented or developed
in connection with research performed at CSMC’s Heart Institute, under the direction of Dr. Eduardo Marbán (“Marbán”).


 


B.     CSMC desires to
have the Patent Rights and the Know-How developed, used and commercialized in the Field of Use (as defined below) by Licensee,
and Licensee desires to obtain an exclusive, worldwide license to conduct research in the Field of Use, and to develop, manufacture,
use and sell Products (as defined below) in the Field of Use, using the Patent Rights and the Know-How in accordance with the terms
of this Agreement. Other than the rights expressly granted by CSMC hereunder within the Field of Use, Licensee acknowledges that
CSMC shall retain all other rights with respect to the Patent Rights and the Know-How.


 


C.     CSMC and Licensee
intend that the execution, delivery and performance of this Agreement by each party, and the consummation of the transactions contemplated
hereunder, shall not at any time threaten CSMC’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code and
Section 23701d of the California Revenue and Taxation Code, or cause CSMC to be in default under any of CSMC’s issued and
outstanding tax-exempt bonds.


 


Now,
Therefore, in consideration of the mutual covenants and premises herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:


 


1.            Definitions


 


1.1           “Affiliate”
or “Affiliates” shall mean any corporation, person or entity, which controls, is controlled by, or is under
common control with, a party to this Agreement without regard to stock or other equity ownership. For purposes hereof, the terms
“control” and “controls” mean the possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a corporation, person or entity, whether through the ownership of voting securities, by contract
or otherwise.


 




    	Execution Copy	1	 



    	 



    

 


1.2           “Confidential
Information” shall mean any confidential or proprietary information furnished by one party (the “Disclosing Party”)
to the other party (the “Receiving Party”) in connection with this Agreement, including, without limitation, all specifications,
know-how, trade secrets, technical information, drawings, software, models, business information and patent applications pertaining
to the Patent Rights and Know-How, and as further provided in Section 10 hereof.


 


1.3           “FDA”
shall mean the United States Food and Drug Administration, or any successor agency thereof.


 


1.4           “Field
of Use” shall mean all uses.


 


1.5           “Funding
Agencies” shall mean any public or private granting agencies which have provided funding to CSMC or to Marbán
for the development of any of the Patent Rights or Know-How prior to the Effective Date. For the sake of clarity, the parties agree
that Licensee shall not be considered a Funding Agency hereunder.


 


1.6           “Future
Patent Rights” shall mean any patents and/or patent applications claiming Inventions other than those in Schedule A through
any use of the Patent Rights or Know-How licensed hereunder arising from work conducted by or under the direction of Marbán
at or on behalf of CSMC, alone or jointly with Licensee, and any patents and/or patent applications (including provisional
patent applications) in any other country corresponding to any of the foregoing, and all divisions, continuations, continuations-in-part,
reissues, reexaminations, supplementary protection certificates and extensions thereof, whether domestic or foreign, and any patent
that issues thereon. Future Patent Rights shall be owned (i) by CSMC if invented by CSMC; or (ii) jointly owned by CSMC and Licensee
if jointly invented by CSMC and Licensee. For the avoidance of doubt, Inventions that are the subject of a continuation-in-part
application that claims priority to the Patent Rights are licensed under this Agreement, and are not considered Future Patent Rights.


 


1.7           “Invention”
shall mean all unpatented, patentable and patented inventions, discoveries, designs, apparatuses, systems, machines, methods,
processes, uses, devices, models, composition of matter, technical information, trade secrets, know-how, codes, programs or configurations
of any kind which are in the Field of Use.


 


1.8           “Know-How”
shall mean all technical information and data, whether or not patented, presently known or hereafter learned, invented, or
developed, arising from work conducted by or under the direction of Marbán at or on behalf of CSMC that is (i) confidential;
(ii) communicated to Licensee; and (iii) necessary or useful for the use or practice of the Patent Rights, Future Patent Rights
or Licensee Improvements, as permitted under this Agreement. Know-How includes, but is not limited to, information described in
Schedule B, which Schedule may be updated from time to time by Licensee with the consent of CSMC as additional Know-How is communicated
by CSMC to Licensee. Know-How is and shall remain owned by CSMC.


 




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1.9         
“Licensee Improvements” shall mean any and all processes, uses, designs, applications, methods and compositions-of-matter,
indications, improvements, enhancements and modifications in the Field of Use directly based upon or directly created using the
Patent Rights and/or Know-How and which were discovered or developed by or on behalf of Licensee (exclusive of work performed by
CSMC or by Marbán at or on behalf of CSMC) during the term of this Agreement; provided, however, that any of the
foregoing created or developed by or on behalf of Marbán in the premises leased or licensed to Licensee by CSMC, or otherwise
outside of CSMC’s facilities for or on behalf of Licensee, shall be also be deemed Licensee Improvements. Licensee Improvements
shall be owned by Licensee.


 


1.10         “Patent
Rights” shall mean the patents and/or patent applications described on Schedule A attached hereto, as the same
may be amended from time to time, and all patents and/or patent applications (including provisional patent applications) in any
other country corresponding to any of the foregoing, and all divisions, continuations, continuations-in-part, reissues, reexaminations,
supplementary protection certificates and extensions thereof, whether domestic or foreign, and any patent that issues thereon.
The Patent Rights are all owned by CSMC.


 


1.11         “Product”
or “Products” shall mean any product or service (i) the manufacture or use of which incorporates or utilizes
any Know-How or (ii) the sale, provision, manufacture or use of which would, except for the license granted hereunder, infringe
a Valid Claim, the Patent Rights or those Future Patent Rights licensed to Licensee. Products may include, but are not limited
to, human therapeutics, diagnostics (including algorithms or any components thereof), bioinformatics and any other human health
care products and/or services.


 


1.12         “Stand-Alone
Applications” shall mean any and all patents and patent applications describing processes, uses, designs, applications,
methods and compositions-of-matter, indications, improvements, enhancements and modifications and technical information that are
not directly based upon or directly created using the Patent Rights and/or Know-How and which were discovered or developed by or
on behalf of Licensee (exclusive of work performed by CSMC or by Marbán at or on behalf of CSMC) during the term of this
Agreement. For the avoidance of doubt, Marbán (or any other person with an appointment at CSMC) may be an inventor or creator
of the Stand-Alone Applications, provided that Marbán (or said person with an appointment at CSMC) is acting solely at and
on behalf of Licensee. The Stand-Alone Applications shall be owned by Licensee, and shall not be considered Future Patent Rights
or Know-How.


 


1.13         “Territory”
shall mean the entire world.


 


1.14         “Valid
Claim” shall mean a claim of an issued patent or pending patent application included within the Patent Rights or Future
Patent Rights, which claim has not (a) lapsed, been canceled or become abandoned, (b) been declared invalid or unenforceable by
a non-appealable decision or judgment of a court or other appropriate body or authority of competent jurisdiction, or (c) been
admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, provided that (i) an unissued claim in a pending
application shall cease to be a Valid Claim beyond [...***...] from the priority date of the application in which it
is pending (the “Cessation Date”); (ii) if such claim is subsequently issued, such claim shall constitute a
Valid Claim upon issuance; and (iii) Licensee shall pay CSMC as a part of the next Royalty Report and payment due the amount of
Royalties that would have been due on the sales, if any, of Products that were made during the period commencing on the Cessation
Date through the date on which the Valid Claim was subsequently issued.


 


*Confidential Treatment Requested




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2.           License


 


2.1           Grant
of Exclusive Rights.  Subject to the terms of this Agreement, CSMC hereby grants to Licensee, and Licensee hereby accepts from
CSMC, the exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), during
the term of this Agreement (as provided in Section 6 hereof) to conduct research in the Field of Use using the Patent Rights and
Know-How and to develop, use, make, have made, practice, import, carry out, manufacture, have manufactured, offer for sale, sell
and/or have sold Products in the Field of Use in the Territory using the Patent Rights and Know-How. The foregoing grant of exclusivity
is made expressly subject to the following:


 


(a)          All
applicable laws and regulations, including, without limitation, the requirements of federal law pertaining to the manufacture of
products within the United States;


 


(b)          All
applicable rules of the Funding Agencies which have provided funding to CSMC or to any of its employees (including Marbán)
for the development of the Patent Rights and Know-How; and


 


(c)          The
following non-exclusive rights to the Patent Rights and Know-How, which are retained by CSMC within the Field of Use:


 


(i)          Subject
to Licensee’s right to prior review to determine the patentability thereof (which shall expire forty-five (45) days after
Licensee’s receipt thereof), the right to submit for publication the scientific findings from research conducted by or through
CSMC or its investigators (including Marbán) related to the Patent Rights and Know-How, and in the event Licensee determines
that a patent shall be applied for, then CSMC shall refrain from submitting any such scientific findings for publication for an
additional thirty (30) days;


 


(ii)         Except
as provided in subparagraph (d) of this Section 2.1, the right (A) to use any tangible or intangible information contained in the
Patent Rights or Know-How (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality
in accordance with Section 10 hereof), for CSMC’s internal teaching and other internal educationally-related and non-commercial
(except for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to
commercialize such information, (B) to obtain research funding for further study and development thereof from governmental and
other nonprofit organizations (including grant applications), and (C) to pursue a regulatory approval through the FDA, provided
that that a copy of any grant application or FDA submission is provided to Licensee, in confidence and for informational purposes
only, prior to submission; and


 




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(iii)        Except
as provided in subparagraph (d) of this Section 2.1, the right to conduct research using the Patent Rights, Future Patent Rights
and Know-How, and to develop, use, make, practice, carry-out, and otherwise exploit the Patent Rights, Future Patent Rights and
Know-How (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance
with Section 10 hereof) for CSMC’s internal research and non-commercial (except for charges to its own patients) clinical
purposes, where clinical use does not involve a third party funding grant to commercialize any Product.


 


(d)          Except
as provided by Section 2.3 hereof, CSMC shall not, under any circumstances, grant and/or transfer any rights retained by CSMC under
Section 2.1(c) to any third party (other than to Licensee or, where required by applicable law, rule, regulation, governmental
policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions or information related thereto
derived directly from the Patent Rights or Know-How in the Field of Use as a result of CSMC’s teaching and internal research
and clinical activities with respect to the Patent Rights and Know-How otherwise permitted by Sections 2.1(c)(ii) and (iii) above.


 


(e)          Notwithstanding
any other provision hereof to the contrary, all rights to the Patent Rights, Future Patent Rights and Know-How outside of the Field
of Use are retained by CSMC.


 


2.2           Right
to Sublicense or Assign Rights.  Licensee shall have the right to grant sublicenses or to assign any or all of the rights granted
hereunder consistent with this Agreement; provided, however, that Licensee shall not sublicense or assign its rights to
any part of the Patent Rights or Know-How licensed under this Agreement, or assign its rights under this Agreement, to any entity
which is not a recognized biopharmaceutical or pharmaceutical company which is either (a) listed on Schedule C hereto, or
(b) generally recognized in such industries and has a level of science, management and investors of such quality as shall be acceptable
to CSMC (each, an “Acceptable Assignee”) on the basis of CSMC’s prior written consent (which consent shall not
be unreasonably withheld, conditioned or delayed). CSMC shall respond to Licensee’s request for consent within fifteen (15)
business days of receipt from Licensee of (i) a written request for consent and (ii) the relevant information CSMC may need in
assessing the request regarding the proposed transaction and the potential sublicense or assignee, as the case may be. In order
to preserve and protect the value of the Patent Rights and Know-How, Licensee shall obtain the prior written consent of CSMC prior
to entering into any sublicense or assignment with any party who is not an Acceptable Assignee under clause (a) above. For the
avoidance of doubt, Licensee does not need CSMC’s written consent to enter into any sublicense or assignment with any party
who is an Acceptable Assignee under clause (a) above. Licensee shall also keep CSMC reasonably informed with respect to the progress
of any relations entered into with any sublicenses or assignments entered into by Licensee with any Acceptable Assignee (or any
other party for whom CSMC has given its prior written consent). As an express condition of any such sublicense or assignment, Licensee
will be responsible for enforcing each sublicensee’s obligations, any such assignee or sublicensee shall be required to agree
in writing to be bound by commercially reasonable royalty reporting and record keeping, indemnification and inspection provisions,
and the applicable provisions of this Agreement, including, without limitation, those pertaining to the use of CSMC’s name
and marks, indemnification of CSMC and the use of CSMC’s Confidential Information under its sublicense and, in particular,
royalty payment obligations due on such sublicensee’s sales of Products. If Licensee shall conduct one or more audits of
its sublicensees or assignees hereunder during the term hereof, Licensee shall provide copies of all audit reports to CSMC on a
timely basis. The covenants pertaining to the use of CSMC’s name and marks, the indemnification of CSMC and the use of CSMC’s
Confidential Information in any sublicense or assignment shall run for the benefit of CSMC, who shall be expressly stated as being
a third-party beneficiary thereof with respect to the covenants set forth in this Agreement. Licensee understands and agrees that
none of its permitted sublicenses hereunder shall reduce in any manner any of its obligations set forth in this Agreement.


 




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2.3           Certain
Future Rights. The following shall pertain to Future Patent Rights in the Field of Use (“Future Rights”):


 


(a)          Subject to the
rights and applicable rules of the Funding Agencies or the United States Government, and to the extent it would not impair or jeopardize
any efforts of CSMC to obtain domestic or foreign rights thereto, CSMC and Marbán shall provide Licensee with prompt written
disclosure of the Future Rights arising from work conducted by or under the direction of Marbán at or on behalf of CSMC.
Subject to the rights and applicable rules of the Funding Agencies, Licensee shall have, [...***...] after either (a)
receipt by Licensee of written notice from CSMC disclosing in adequate detail any such Future Rights, or (b) written notification
by Marbán to each of Licensee and CSMC disclosing in adequate detail any such Future Rights, the exclusive first right to
negotiate with CSMC to obtain one or more exclusive licenses to the Future Rights, upon such terms and conditions as shall be agreed
by the parties hereto, which terms and conditions shall include provisions for fair market value consideration for the grant of
any such licenses, which provisions shall not exceed the compensation terms set forth in this Agreement. If Licensee declines or
fails to pursue, or if the parties fail to conclude negotiations for an exclusive license to, such Future Rights during the [...***...]
specified above (or such longer period as may be agreed to in writing by the parties), then CSMC shall have the right to commence
discussions with any other party concerning such Future Rights. For the avoidance of doubt, until CSMC and/or Marbán has
provided the aforementioned written notice to Licensee and Licensee has had the opportunity to exercise its right of first negotiation,
CSMC shall not disclose or enter into any discussions with any third parties regarding the Future Rights. Subject to the provisions
of this Section 2.3, Licensee acknowledges and agrees that CSMC expressly retains and reserves: (i) any and all right, title and
interest in and to the Future Rights that are not jointly developed with Licensee and (ii) joint right, title and interest in and
to the Future Rights that are jointly developed with Licensee, whether or not in the Field of Use and, accordingly, no exclusive
license to any of CSMC’s Future Rights is granted to Licensee under this Agreement. CSMC shall use its reasonable and continuing
efforts during the term of this Agreement, in accordance with its policies and procedures, where appropriate, to file and maintain
patent applications claiming Inventions.


 


*Confidential Treatment
Requested




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(b)          Grant
of Non-Exclusive Rights.  Subject to the terms of this Agreement, if CSMC and Licensee fail to agree upon the terms of an exclusive
license for Future Rights pursuant to Section 2.3(a) above, CSMC hereby grants to Licensee, and Licensee hereby accepts from CSMC,
a non-exclusive, worldwide license, with the right to grant sublicenses (subject to the terms of Section 2.2 hereof), during the
term of this Agreement (as provided in Section 6 hereof) to conduct research in the Field of Use using the Future Rights and to
develop, use, make, have made, practice, import, carry out, manufacture, have manufactured, offer for sale, sell and/or have sold
Products in the Field of Use in the Territory using the Future Rights. Any Future Right to which a non-exclusive license is granted
to Licensee pursuant to this Section shall be subject to the Royalty provisions of Section 4.2, but if a Patent Royalty pursuant
to Section 1(b) of Schedule E is payable solely on account of a non-exclusively licensed Future Right, the royalty shall be reduced
to a reasonable amount mutually agreed upon by the parties; provided, however, that in the absence of an agreement, the reduction
will be at least [...***...] of the royalties that would otherwise be payable. The foregoing grant is made expressly
subject to the following:


 


(i)          All
applicable laws and regulations, including, without limitation, the requirements of federal law pertaining to the manufacture of
products within the United States; and


 


(ii)         All
applicable rules of the Funding Agencies which have provided funding to CSMC or to any of its employees (including Marbán)
for the development of the Future Rights.


 


2.4           Stand-Alone
Applications. Licensee shall own all right title and interest in and to the Inventions claimed in any Stand-Alone Applications;
provided, however, that nothing in this Agreement shall be deemed to allow or permit Licensee to file Stand-Alone Applications
for the purpose of avoiding its royalty obligations to CSMC. All Inventions disclosed in Stand-Alone Applications shall not be
the basis of any royalty or fee payments to CSMC under this Agreement.


 


2.5           License
to Use Improvements.  Licensee shall own Licensee Improvements, and hereby grants to CSMC the following nonexclusive, royalty-free,
fully paid-up rights and licenses to the Licensee Improvements:


 


(a)          Except
as provided below in this Section 2.5, the right and license to use any tangible or intangible information contained in the Licensee
Improvements (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance
with Section 10 hereof), for CSMC’s internal teaching and other internal educationally-related and non-commercial (except
for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize
such information, and to obtain research funding from Funding Agencies, provided that a copy of any grant application is provided
to Licensee, in confidence and for informational purposes only, prior to submission; and


 


(b)          Except
as provided below in this Section 2.5, the right and license to conduct research using the Licensee Improvements (so long as CSMC
shall treat information concerning the License Improvements as Confidential Information and maintain its confidentiality in accordance
with Section 10 hereof), and to develop, use, make, practice and carry out the Licensee Improvements for CSMC’s internal
teaching and internal research and non-commercial (except for charges to its own patients) clinical purposes, where clinical use
does not involve a third party funding grant to commercialize any Product.


 


*Confidential Treatment
Requested




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Except as provided
in Section 2.3 hereof, CSMC shall not, under any circumstances, grant and/or transfer any rights granted to CSMC under this Section
2.5 to any third party (other than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract,
to any Funding Agency or the United States Government) to commercialize Inventions in the Field of Use resulting directly from
the Licensee Improvements as a result of CSMC’s internal research and clinical activities with respect to the Licensee Improvements
otherwise permitted by Sections 2.5(a) and (b) above.


 


2.6           Milestones.
 Licensee acknowledges that it is important to CSMC, and a requirement of the United States Government under Title 35, Section
203 of the United States Code, that Licensee pursue the development, commercialization and marketing of Products and otherwise
exercise commercially reasonable efforts to maximize the value of this Agreement to CSMC. Licensee shall be deemed to have exercised
commercially reasonable efforts to maximize the value of this Agreement to CSMC, and the milestone requirements of this Section
2.6 shall be deemed to have been met, if Licensee meets the respective requirements set forth on Schedule D hereto, with
each such requirement being deemed a separate and independent condition (each, a “Milestone”). Within sixty (60) days
after each anniversary of the Effective Date, Licensee shall prepare and deliver to CSMC an annual written report (to be certified
by an executive officer of Licensee) indicating its compliance with the Milestones. If Licensee fails to meet any annual Milestone
designated in Schedule D hereto, CSMC may, at its option and as its sole remedy for Licensee’s breach of this Section
2.6, upon written notice to Licensee, convert the exclusive license granted under Section 2.1 hereof to a non-exclusive license
or to a co-exclusive license, or terminate the license as provided under Title 35, Section 203 of the United States Code. Notwithstanding
the foregoing, prior to CSMC exercising such option, Licensee shall have the opportunity to cure any failure for a period of ninety
(90) days after receipt of written notice from CSMC of its intent to exercise its option.


 


3.          Representations
And Warranties


 


3.1           Rights
to Technology. Except for the rights, if any, of the Funding Agencies or the United States Government, CSMC represents and
warrants to Licensee that, to the best of its actual, current knowledge (without investigation outside of CSMC as to such representations
and warranties) (a) it has the right to grant the licenses in this Agreement, (b) it has not granted licenses to the Patent Rights
or Know-How to any other party that would restrict the rights granted hereunder except as stated herein and (c) there are no claims,
judgments or settlements to be paid by CSMC with respect to the Patent Rights or Know-How or pending claims or litigation relating
to the Patent Rights or Know-How. Except for any potential or actual rights of Funding Agencies, the United States Government or
Licensee, CSMC is not aware that any additional rights or licenses are necessary for Licensee to exercise its licensed rights granted
by CSMC under this Agreement.


 




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3.2           Limited
Warranty. CSMC makes no representation or warranty other than those expressly specified in this Agreement. Licensee accepts
the Patent Rights and Know-How on an “AS-IS” basis. CSMC MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR OTHER ATTRIBUTES OF ANY OF THE PATENT RIGHTS OR KNOW-HOW.


 


3.3           Rights
Retained by Funding Agencies. Licensee acknowledges that to the extent that the Patent Rights and Know-How have been developed
in part under one or more funding agreements (“Funding Agreements”) with one or more Funding Agencies, such Funding
Agencies have certain statutory, non-exclusive rights relative thereto for use for government purposes as well as regulatory or
statutory “march-in rights” (collectively, “Statutory Rights”). Licensee also acknowledges that to the
extent that the Future Patent Rights and Know-How may be developed in part under one or more Funding Agreements with one or more
Funding Agencies, such Funding Agencies may have certain Statutory Rights relative thereto. This Agreement is explicitly made subject
to such Statutory Rights and, to the extent of any conflict between any such Statutory Rights and this Agreement, such Statutory
Rights shall prevail.


 


4.          Consideration


 


In consideration of
the execution and delivery by CSMC of this Agreement, Licensee agrees as follows:


 


4.1           License
Fee. Within thirty (30) days of the execution of this Agreement, Licensee shall pay to CSMC a non-refundable license fee in
an amount equivalent to [...***...], plus the costs, including attorneys’ fees and filing fees, actually incurred
to date by CSMC in the prosecution of the Patent Rights, which the parties acknowledge and agree are [...***...] as of
April 25, 2014.


 


4.2           Payment
of Royalties. Licensee shall pay to CSMC certain royalties, which shall be determined and paid in accordance with Schedule
E hereto.


 


4.3           Acknowledgement
of Fair Market Value. CSMC acknowledges and agrees that the royalties and other obligations of Licensee under this Agreement
constitute fair market value for the rights granted to Licensee under this Agreement based on arms’-length negotiations with
Licensee.


 


4.4           Licensee
Challenge of Patent Rights. Licensee acknowledges that an essential element of this Agreement is to respect the intellectual
property rights of Licensor. Accordingly, Licensee agrees that if it directly or through a third party indirectly contests the
validity or enforceability of any Patent Rights or Future Patent Rights licensed or sublicensed to it by Licensor under this Agreement
or assists any third party in doing so with respect to the Field of Use, Licensee: (i) agrees that Licensor may immediately terminate
any and all licenses granted to Licensee under this Agreement or under any other agreement, provided, however, that to the
extent that Licensor does not terminate license rights granted to Licensee, the applicable rates for Royalties under Schedule E
hereto shall be doubled beginning from the time at which the relevant Patent Rights and/or Future Patent Rights are challenged;
(ii) agrees to disburse any and all proceeds received from any sublicense of the applicable Patent Rights and/or Future Patent
Rights throughout its duration to CSMC; and (iii) Licensee agrees to reimburse Licensor for all costs actually incurred in connection
with the applicable legal proceedings. In the event that all or any portion of this Section 4.3 is invalid, illegal or unenforceable,
then the parties will use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and
enforceable provision(s) which, insofar as practical, gives effect to the intent of this Section 4.3. Notwithstanding anything
contained in this Section 4.3, if Licensee is advised by legal counsel that it has the obligation under applicable law to disclose
prior art to the any applicable patent authority or office, such disclosure shall not be deemed a challenge for purposes of this
Section 4.3 and CSMC shall not have the right to terminate the licenses granted pursuant to this or any other agreement and none
of the other rights set forth above shall become effective.


 


*Confidential Treatment Requested




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5.          Patent
Rights


 


5.1           Prosecution.
Commencing as of the Effective Date, Licensee shall assume, in coordination with CSMC, full responsibility for the application,
maintenance, reexamination, reissue, opposition and prosecution of any kind (collectively “Prosecution”) relating to
the Patent Rights in the Territory, including, but not limited to, payment of all costs, fees and expenses related thereto. Subject
to the approval of CSMC (which approval shall not be unreasonably withheld), Licensee shall have the right to select counsel with
respect to the responsibility assumed by Licensee in this Section 5.1, and Licensee shall diligently pursue the Prosecution of
the Patent Rights to the benefit of CSMC. For all purposes of the patent Prosecution, CSMC shall be the named “client”
of such patent counsel. Each party shall provide the other with copies of any and all material or communications with the United
States Patent and Trademark Office, or any foreign patent office, and CSMC shall be afforded the opportunity of prior review and
comment on such action or paper.


 


5.2           Abandonment,
Disclaimers, Etc. Licensee shall obtain the prior written consent of CSMC (which consent shall not be unreasonably withheld),
prior to irrevocably abandoning, disclaiming, withdrawing, seeking reissue or allowing to lapse any material patent, patent application
or Licensee Improvements relating to the Patent Rights. In the event that Licensee shall elect to abandon the Prosecution or maintenance
of any patent or patent application included in the Patent Rights or Future Patent Rights, Licensee shall notify CSMC of such election
at least thirty (30) days before a final due date which would result in the irrevocable abandonment or bar of patentability of
the subject matter of the patent or patent application. In such event, CSMC may, at its sole option and expense, continue Prosecution
or maintenance of the patent application or patent. Licensee further agrees that it shall not file any continuation-in-part application
relating to the Patent Rights unless the additional disclosure or material to be included in the continuation-in-part application
is necessary or appropriate to support the patentability of a claim recited in a parent application on which the continuation-in-part
application is based. If CSMC disagrees with Licensee’s conclusion that such a filing or contemplated filing of a continuation-in-part
application is either necessary or appropriate to support the patentability of a claim recited or capable of being recited in a
patent application within fifteen (15) business days after receiving notice of filing or contemplated filing of continuation-in-part
application, then the matter shall be submitted for resolution to independent patent counsel mutually agreed upon by the parties,
who will determine whether a continuation-in-part application is necessary or appropriate in accordance with this Section 5.2.
Any decision made by such independent patent counsel shall be conclusive and binding on the parties hereto.


 




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5.3           Expenses.
Licensee shall pay all expenses resulting from its obligations in Section 5.1 hereof. CSMC shall exercise reasonable efforts
to cause Marbán (to the extent he is available and on CSMC’s staff as an employee) and other applicable CSMC employees
to cooperate fully with Licensee with respect to the Prosecution, maintenance and protection of the Patent Rights and Future Patent
Rights, and CSMC shall be reimbursed for all reasonable out-of-pocket expenses as such expenses are incurred.


 


6.          Term
And Termination


 


6.1           Term.
 Unless earlier terminated as provided in Section 6.2 hereof, the term of this Agreement shall be deemed to have commenced
on the Effective Date and shall expire, on a country-by-country basis, on the date upon which the last to expire of the patents
covering the Patent Rights or the Future Patent Rights. Upon such termination, Licensee shall be deemed to have a fully paid-up
license to any Know-How as provided in Section 2.1 herein.


 


6.2           Termination.
Except as provided by Section 6.3 hereof, and in addition to the provisions of Section 4.4,


 


(a)          this
Agreement shall automatically terminate upon the occurrence of any of the following events, unless waived by CSMC: (i) Licensee
has substantially ceased business operations; (ii) Licensee dissolves, liquidates or institutes any proceeding for the winding
up of its business; (iii) Licensee, pursuant to or within the meaning of Title 11 of the United States Code or any similar law
of any jurisdiction for the relief of debtors (each, a “Bankruptcy Law”): (A) commences a voluntary case in bankruptcy
or any other action or proceeding for any other similar relief under any Bankruptcy Law; (B) consents by answer or otherwise to
the commencement against it of an involuntary case of bankruptcy; (C) seeks or consents to the appointment of a receiver, trustee,
assignee, liquidator, custodian or similar official (collectively, a “Custodian”) of it or for all or substantially
all of its assets; or (D) makes a general assignment for the benefit of its creditors; or (iv) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that: (A) is for relief against Licensee in an involuntary case of bankruptcy
against Licensee; (B) appoints a Custodian of Licensee for all or substantially all of its assets; or (C) orders the liquidation
of Licensee, and the order remains unstayed and in effect for forty-five (45) days, or any dismissal, stay rescission or termination
thereof ceases to remain in effect.


 


(b)          CSMC
shall have the right, at its discretion, to terminate this Agreement if the performance by either party to this Agreement of any
term, covenant, condition or provision hereof (i) shall jeopardize (A) the licensure of CSMC, (B) CSMC’s participation in
the Medicare, Medi-Cal or other reimbursement or payment programs, (C) the full accreditation of CSMC by the Joint Commission or
any other state or nationally recognized accreditation organization, or (D) CSMC’s tax-exempt status or its tax-exempt bonds;
or (ii) is deemed illegal or unethical by any recognized governmental agency or body. Upon the occurrence of any of the items set
forth in this subparagraph (b), CSMC shall provide written notice to Licensee setting forth the reason for such termination (which
termination shall be effective immediately).


 




    	11



    	 



    

 


(c)          CSMC
shall have the right, at its discretion, (i) to terminate this Agreement upon thirty (30) days’ written notice from CSMC
if, within such thirty (30) day period Licensee shall fail to pay fully any royalty payment required by Section 4.2 hereof or Schedule
E hereto or (ii) to terminate this Agreement upon ninety (90) days’ written notice from CSMC if, within such ninety (90)
day period Licensee shall fail to undertake commercially reasonable efforts to exploit the Patent Rights or the Future Patent Rights
in the Field of Use in the Territory, provided that if the parties cannot agree on whether commercially reasonable efforts have
been undertaken, determination of any alleged failure to undertake commercially reasonable efforts shall be submitted for resolution
to an Arbitrator mutually agreed upon by the parties whose decision shall be conclusive and binding upon the parties hereto.


 


(d)          CSMC
shall have the right, at its discretion, to terminate this Agreement upon sixty (60) days’ written notice from CSMC if, within
such sixty (60) day period, Licensee shall fail to cure fully any breach or default of any material obligation under this Agreement
as described in such written notice detailing the facts of such breach with reasonable specificity; provided, however, that
Licensee may avoid such termination if, before the end of such 60-day period (unless a longer cure period is expressly provided
herein), such breach or default has been cured by Licensee to the reasonable satisfaction of CSMC.


 


(e)          Licensee
shall have the right, at its discretion, to terminate this Agreement upon ninety (90) days’ written notice from Licensee
if, within such ninety (90) day period, CSMC shall fail to cure fully any breach or default of any material obligation under this
Agreement as described in such written notice detailing the facts of such breach with reasonable specificity; provided, however,
that CSMC may avoid such termination if, before the end of such 90-day period, such breach or default has been cured by CSMC to
the reasonable satisfaction of Licensee. In the event CSMC fails to cure the breach within the 90-day period or such extended time
as the Parties may mutually agree and Licensee elects not to terminate the License, all royalty rates and milestone payments due
to CSMC hereunder shall be reduced by fifty percent (50%) and, in such event, Licensee shall be deemed to have waived its right
to pursue any damages resulting from such breach and CSMC shall be deemed to have waived its right to reverse such reduction by
a subsequent cure.


 


(f)          This
Agreement shall terminate upon the mutual written agreement of the parties hereto (such termination to be effective as of
the date mutually agreed upon in such written agreement).


 


6.3           Obligations
Upon Termination.  Upon any termination of this Agreement pursuant to Section 6.2 hereof, nothing herein shall be construed
to release any party from any liability for any obligation incurred through the effective date of termination (e.g., confidentiality,
reimbursement of patent expenses incurred prior to such date, etc.) or for any breach of this Agreement prior to the effective
date of such termination. Licensee may, for a period of one (1) year after the effective date of such termination, sell all tangible
Products customarily classified as “inventory” that it has on hand at the date of termination, subject to payment by
Licensee to CSMC of the applicable royalty or royalties, as set forth in Schedule E; provided, that any such action
by Licensee does not subject CSMC to any of the occurrences set forth in Section 6.2(b) hereof.


 




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6.4           Effect
of Termination. In the event of any termination of this Agreement pursuant to Section 6.2 hereof, where such termination has
not been caused by any action or inaction on the part of any sublicensee of Licensee or by any breach by such sublicensee of its
obligations under its sublicense from Licensee, such termination of this Agreement shall be without prejudice to the rights of
each non-breaching sublicensee of Licensee and each non-breaching sublicensee shall be deemed to be a licensee of CSMC thereunder,
and CSMC shall be entitled to all rights, but shall not be subject to any obligations (other than the grant of license and appurtenant
obligations under this Agreement to the extent provided for in such sublicense) of Licensee thereunder. This Section 6.4, however,
shall not be applicable if this Agreement has been terminated under Section 6.2(b) under circumstances where the application of
this Section 6.4 would subject CSMC to any of the occurrences set forth in Section 6.2(b).


 


6.5           Right
to Institute Legal Actions.  Notwithstanding the provisions of Section 6.2 hereof, CSMC, on the one hand, and Licensee,
on the other hand, may institute any other legal action or pursue any other remedy against the other party permitted by applicable
law if the other party does not substantially cure any breach or default of any material obligation as provided herein.


 


6.6           Reversion
of Rights.  Notwithstanding anything to the contrary set forth herein (including, but not limited to, Section 5 hereof),
full responsibility for prosecution of the Patent Rights shall, at the option of CSMC (exercisable in its sole and absolute discretion),
and at its sole expense from the date of reversion, revert to CSMC upon any termination of this Agreement.


 


7.          Infringement
By Third Parties


 


7.1           Notice.
Promptly upon learning of any infringement, misappropriation or other unauthorized use of the Patent Rights, Licensee shall
notify CSMC. Promptly upon learning of any infringement, misappropriation or other unauthorized use of the Patent Rights, CSMC
shall notify Licensee.


 


7.2           Enforcement.
 Licensee shall have the first right and the obligation to enforce, at its sole expense, any Patent Rights and any Future Patent
Rights to the extent licensed hereunder against infringement by third parties and shall notify CSMC in writing in advance of all
such enforcement efforts. Upon Licensee’s undertaking to pay all expenditures reasonably incurred by CSMC, CSMC shall reasonably
cooperate in any such enforcement and, as necessary, join as a party therein. Licensee shall reimburse CSMC for all expenses, including
reasonable attorneys’ fees, incurred in connection with any such enforcement. In the event that Licensee does not file suit
against or commence settlement negotiations with a substantial infringer of Patent Rights or Future Patent Rights within ninety
(90) days of receipt of a written demand from CSMC that Licensee bring suit, then the parties will consult with one another in
an effort to determine whether a reasonably prudent licensee would institute litigation to enforce the patent in question in light
of all relevant business and economic factors (including, but not limited to, the projected cost of such litigation, the likelihood
of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged
infringer, the possibility of counterclaims against the parties hereto, the impact of any possible adverse outcome on Licensee
and the effect any publicity might have on the parties’ respective reputations and goodwill). If, after such process, it
is determined that a suit should be filed and Licensee does not file suit or commence settlement negotiations forthwith against
the infringer, then CSMC shall have the right, at its own expense, to enforce any Patent Rights licensed hereunder on behalf of
itself and Licensee. Any amount recovered in any such action or suit, whether by judgment or settlement, shall be paid to or retained
entirely by whichever party brought the action, or where both parties participate in such action or suit, fifty percent (50%) of
all such amounts shall be allocated to each party, after first paying each party’s out-of-pocket expenses, including reasonable
attorneys’ fees.


 




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7.3           Defense
Of Patent Rights.  In the event that any Patent Rights or Future Patent Rights are the subject of a legal action seeking declaratory
relief or of any reexamination or opposition proceeding instituted by a third party, the parties agree to promptly consult with
each other concerning the defense of such actions or proceedings. If the parties agree that such defense should be undertaken,
then Licensee shall bear the expenses, including attorneys’ fees, associated with such defense and in any recoupment of expenses.
If the parties disagree, then the party desiring to defend the action or proceeding may proceed with such defense and will bear
its own expenses, and be entitled to all sums recovered.


 


8.          Indemnification


 


8.1           (a)
Indemnification by Licensee.  Subject to Section 8.2 hereof, Licensee shall hold harmless, defend and indemnify CSMC and each
of its officers, directors, employees (including Marbán), agents and sponsors of the research (except Licensee) (each, an
“Indemnified Party”, and collectively, the “Indemnified Parties”) from and against any and all claims,
damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses and costs of investigation,
whether or not suit is filed) suffered or incurred by any of the Indemnified Parties in any action, suit, litigation, arbitration
or dispute of any kind (“Action”) arising or resulting from any negligence or willful acts or omissions on the part
of Licensee, its Affiliates or sublicensees in connection with (a) their use the Patent Rights or Know-How and/or (b) the exercise
of their rights hereunder or under any sublicense, including, but not limited to (i) the preclinical development and clinical testing
of Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed,
used or otherwise disposed of under this Agreement. As part of its obligations hereunder, Licensee shall defend any Action brought
against any of the Indemnified Parties with counsel of its own choosing and reasonably acceptable to CSMC, and neither CSMC nor
any other Indemnified Party shall enter into any settlement of any such Action without first obtaining prior approval of Licensee.
Licensee shall pay all costs, including attorney’s fees, incurred in enforcing this indemnification provision. Should CSMC
or any other Indemnified Party not afford Licensee the right to defend any such Action, or should CSMC or any other Indemnified
Party not obtain the approval of Licensee to any such settlement, Licensee shall have no obligation to indemnify CSMC or any other
Indemnified Party hereunder. Should Licensee fail to provide a defense for the Indemnified Parties as required hereunder, then
Licensee shall reimburse CSMC for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses and costs
of investigation) which are incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement
shall be made to CSMC upon receipt by Licensee of invoices reflecting in reasonable detail such expenses incurred by CSMC.


 




    	14



    	 



    

 


(b)          Insurance.
Licensee shall obtain and maintain insurance policies (including clinical trial insurance, products liability and general liability
policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification
obligations set forth above. Such insurance policies shall name CSMC as an additional insured party, and shall provide for the
following minimum coverage amounts: (i) a minimum of [...***...] in coverage per occurrence for the general liability
policy; (ii) upon initiation of any human clinical studies of Products, Licensee shall have first obtained clinical trial insurance
coverage in a minimum of [...***...] per occurrence and [...***...] in the aggregate; and (iii) upon Licensee’s
first commercial, arms-length sale of a Product, Licensee shall have first obtained products liability insurance coverage in a
minimum of [...***...] per occurrence and [...***...] in the aggregate (each of the events described in subsections
(ii) and (iii) shall be referred to as a “Triggering Event”). Licensee shall provide CSMC with prompt written notice
of any material change in coverage under such policies. Within thirty (30) days of a Triggering Event (subject to extension if
reasonably required) and annually thereafter, Licensee shall provide CSMC with a certificate of insurance issued by the appropriate
insurance company evidencing the insurance coverage required by this Section 8.1(b), together with copies of the endorsement which specifies
CSMC as an additional insured and the declarations page for each such insurance policy. The certificate of insurance, endorsements
and declarations pages (and any renewals or replacements thereof), if required, shall be sent to CSMC by prepaid, first class,
certified mail, return receipt requested, at the following address: Cedars-Sinai Medical Center, Technology Transfer Office, 8797
Beverly Boulevard, Suite 206, Los Angeles, CA 90048.”


 


8.2           Notice
of Claim. CSMC shall promptly notify Licensee in writing of any claim or Action or material threat thereof brought against
any Indemnified Party in respect of which indemnification may be sought and, to the extent allowed by law, shall reasonably cooperate
with Licensee in defending or settling any such claim or Action. No settlement of any claim, Action or threat thereof received
by CSMC and for which CSMC intends to seek indemnification (for itself or on behalf of any other Indemnified Party) shall be made
without the prior joint written approval of Licensee and CSMC.


 


9.          Use
Of Names and Media Segments


 


9.1           Licensee
shall not, unless as required by any law or governmental regulation, use the name of CSMC, and/or any of its trademarks, service
marks, trade names or fictitious business names or media segments owned by CSMC that are directly related to work conducted by
or under the direction of Marbán at CSMC without express prior written consent of the Vice President for Marketing and Communications
of CSMC, which shall not be unreasonably withheld. Further, prior to any reference by Licensee to the names or marks of CSMC in
any manner, Licensee shall provide CSMC with a writing reflecting the proposed reference so that CSMC can review the reference
within a reasonable period of time prior to the proposed use thereof by Licensee. CSMC shall review the request from Licensee and
shall endeavor to provide a response within five (5) business days of receiving the requisite information required in order to
review the request. This limitation includes, but is not limited to, use by Licensee in any regulatory filing, advertising, offering
circular, prospectus, sales presentation, news release or trade publication. Subject to compliance by Licensee with the foregoing,
which shall be deemed conditions precedent to any use of CSMC’s name or marks by Licensee, Licensee shall ensure that the
name of CSMC is used as scientifically or academically appropriate in the “byline” of any article, abstract, manuscript
or any other publication related to the subject matter hereof. Notwithstanding the foregoing, if a disclosure referencing CSMC
has been approved for use by Capricor in a regulatory filing, Capricor may use the same reference in subsequent filings without
obtaining the further consent of CSMC.


 


*Confidential Treatment Requested




    	15



    	 



    

 


10.         Confidentiality


 


10.1         Non-Disclosure.
The parties hereto shall keep the terms of this Agreement and all business and scientific discussions relating to the business
of the parties strictly confidential. All patient information to which a party is given access by the other party shall be subject
to the provisions of the Confidentiality of Medical Information Act (Cal. Civ. Code §§56, et seq.) and
the Health Insurance Portability and Accountability Act of 1996, and all regulations promulgated thereunder. It may, from time
to time, be necessary for the parties, in connection with performance under this Agreement, to disclose Confidential Information
(including know-how) to each other. The Receiving Party (as defined in Section 1.2 hereof) shall keep in strictest confidence the
Confidential Information of the Disclosing Party (as defined in Section 1.2 hereof), using the standard of care it normally uses
for information of like character, and shall not disclose the Confidential Information to any third party or use it except
as expressly authorized by the prior written consent of the Disclosing Party or as otherwise permitted by this Agreement; provided,
however, that Licensee may disclose the Confidential Information received from CSMC to its Affiliates and sublicensees
as shall be reasonably necessary to carry out the intent of this Agreement or any sublicense granted by Licensee as contemplated
by this Agreement if, but only if, such Affiliates and/or sublicensees each execute a confidentiality agreement containing confidentiality
provisions no less restrictive than those confidentiality provisions contained in this Section 10. The Receiving Party’s
obligation hereunder shall not apply to Confidential Information that the Receiving Party can show:


 


(a)          Is
or later becomes part of the public domain through no fault or neglect of the Receiving Party;


 


(b)          Is
received in good faith from a third party having no obligations of confidentiality to the Disclosing Party, provided
that the Receiving Party complies with any restrictions imposed by the third party;


 


(c)          Is
independently developed, as established by written documentation existing prior to receipt of the Confidential Information, by
the Receiving Party without use of the Disclosing Party’s Confidential Information; or


 


(d)          Is
required by law or regulation to be disclosed (including, without limitation, in connection with FDA filings, filings with another
government agency or as required under the California Public Records Act), provided that the Receiving Party uses reasonable
efforts to restrict disclosure and to obtain confidential treatment and provides notice, prior to disclosure, to the Disclosing
Party.


 




    	16



    	 



    

 


10.2         Limits
on Permitted Disclosures. Each party agrees that any disclosure or distribution of the other party’s Confidential Information
within its own organization shall be made only as is reasonably necessary to carry out the intent of this Agreement. The
parties further agree that all of their respective officers, employees, agents, representatives or approved sublicensees to whom
any Confidential Information is disclosed or distributed shall have agreed to maintain its confidentiality. In such event, the
Receiving Party shall identify with reasonable particularity, upon request by the Disclosing Party, each person within the Receiving
Party’s organization to whom the Receiving Party has disclosed or distributed Confidential Information.


 


10.3         Legally
Required Disclosures. If a subpoena or other legal process concerning Confidential Information is served upon any party hereto
pertaining to the subject matter hereof, the party served shall notify the other party immediately, the other party shall cooperate
with the party served, at the other party’s expense, in any effort to contest the validity of such subpoena or other legal
process. This Section 10.3 shall not be construed in any way to limit any party’s ability to satisfy any disclosure of its
relationship with the other party required by any governmental authority.


 


10.4         Patent
Rights as Confidential Information. The Patent Rights are understood by Licensee to be the Confidential Information of CSMC
to the extent “unpublished” as such term is construed under the United States Patent Laws. As such, Licensee’s
confidentiality obligations hereunder automatically extend to any and all Know-How and to any and all patent applications of CSMC
relating to any Patent Rights, Future Patent Rights and Know-How and to any and all communications with the United States Patent
Office, and any foreign patent office relating to any Patent Rights, Future Patent Rights or Know-How, subject to Section 10.1(a)-(d).


 


10.5         Return
of Confidential Information. In the event of any termination of this Agreement, the Receiving Party shall promptly return all
Confidential Information and any copies made thereof previously made available to the Receiving Party by the Disclosing Party,
except that the Receiving Party shall have the right to retain one copy of such Confidential Information in its legal files to
monitor its compliance under this Agreement.


 


10.6         Remedies.
Both parties acknowledge and agree that it would be difficult to measure damages for breach by either party of the covenants
set forth in this Section 10, and that injury from any such breach would be incalculable, and that money damages would therefore
be an inadequate remedy for any such breach. Accordingly, either party shall be entitled, in addition to all other remedies available
hereunder or under law or equity, to injunctive or such other equitable relief as a court may deem appropriate to restrain or remedy
any breach of such covenants.


 




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11.         Patent
Marking


 


In the event any Product
is the subject of a patent under the Patent Rights or Future Patent Rights, Licensee shall mark all products made, sold or otherwise
disposed of by or on behalf of it or any of its sublicensees with the word “Patented” followed by the number of the
licensed patent. In such case, Licensee shall mark any Product made using a process or method covered by any such Patent Rights
or Future Patent Rights with the number of each such patent and, if such Product is covered by Future Patent Rights, Licensee shall
respond to any request or disclosure under Title 35, Section 287(b)(4)(B) of the United States Code by only notifying CSMC of the
request for disclosure. Notwithstanding the foregoing, Licensee shall not be required to mark its products pursuant to the foregoing
if Licensee is marking its products in accordance with its normal business practices and such practices are in accordance with
applicable marking laws.


 


12.         Miscellaneous


 


12.1         Notices.
 Any notice, request, instruction or other document required by this Agreement shall be in writing and shall be deemed to have
been given (a) if mailed with the United States Postal Service by prepaid, first class, certified mail, return receipt requested,
at the time of receipt by the intended recipient, (b) if sent by Federal Express® or other overnight carrier, signature of
delivery required, at the time of receipt by the intended recipient, or (c) if delivered personally, addressed as follows:


 


in the case of CSMC to:


 


Cedars-Sinai Medical Center

8700 Beverly Boulevard

Los Angeles, California 90048-1865

Attention: Senior Vice President for Finance & CFO


 


with a copy to Vice President for Legal Affairs


 


or in the case of Licensee
to:


 


Capricor, Inc.

8840 Wilshire Blvd., 2nd Floor


Beverly Hills, California 90211

Attention: [...***...]


 


with a copy to [...***...], General
Counsel


 


or to such other address or to such other
person(s) as may be given from time to time under the terms of this Section 12.1.


 


12.2         Compliance
with Laws.  Each party shall comply with all applicable federal, state and local laws and regulations in connection with its
activities pursuant to this Agreement.


 


12.3         Governing
Law.  This Agreement shall be construed and enforced in accordance with the laws of the United States of America and
of the State of California, irrespective of choice of laws provisions. The parties agree that all actions or proceedings arising
in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County
of Los Angeles, State of California. The parties hereby expressly consent to the personal jurisdiction of such courts.


 


*Confidential Treatment Requested




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12.4         Waiver.
 Failure of any party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to
assert that right relative to the particular situation involved.


 


12.5         Enforceability.
 If any provision of this Agreement shall be found by a court of competent jurisdiction to be void, invalid or unenforceable,
the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or
enforceability of the remainder of this Agreement.


 


12.6         Modification.
 No change, modification, or addition or amendment to this Agreement, or waiver of any term or condition of this Agreement,
is valid or enforceable unless in writing and signed and dated by the authorized officers of the parties to this Agreement.


 


12.7         Entire
Agreement.  This Agreement and the Schedules hereto (which are incorporated herein by this reference as if fully set
forth herein) constitute the entire agreement among the parties with respect to the subject matter hereof and thereof, and replace
and supersede as of the date hereof and thereof any and all prior agreements and understandings, whether oral or written, between
the parties with respect to the subject matter of such agreements. For the avoidance of doubt, this Agreement in no way supersedes,
amends, alters or impacts in any way that certain Amended and Restated Exclusive License Agreement between the parties dated as
of December 30, 2013, which remains in full force and effect in accordance with the terms thereof.


 


12.8         Successors.
 Except as otherwise expressly provided in this Agreement, this Agreement shall be binding upon, inures to the benefit of,
and is enforceable by, the parties and their respective heirs, legal representatives, successors and permitted assigns.


 


12.9         Construction.
 This Agreement has been prepared, examined, negotiated and revised by each party and their respective attorneys, and no
implication shall be drawn and no provision shall be construed against any party to this Agreement by virtue of the purported identity
of the drafter of this Agreement or any portion thereof.


 


12.10         Counterparts.
 This Agreement may be executed simultaneously in one or more counterparts, each of which shall constitute one and the same
instrument. This Agreement may be executed by facsimile or PDF, and facsimile and PDF copies shall be deemed binding originals.


 


12.11         Attorneys’
Fees.  In the event of any action at law or in equity between the parties hereto to enforce any of the provisions hereof,
the unsuccessful party to such litigation shall pay to the successful party all reasonable costs and expenses, including reasonable
attorneys’ fees, incurred therein by such successful party; and if such successful party shall recover a judgment in any
such action or proceeding, such reasonable costs, expenses and attorneys’ fees may be included in and as part of such judgment.


 




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12.12         Assignment.
 This Agreement shall be binding upon and shall inure to the benefit of each party and its respective successors and permitted
assigns. This Agreement is personal to Licensee and only assignable by Licensee in accordance with Section 2.2. CSMC shall have
the right to assign its rights hereunder as part of any reorganization or bond financing.


 


12.13         Further
Assurances.  At any time and from time to time after the Effective Date, each party shall do, execute, acknowledge and
deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, transfers, conveyances, assignments
or assurances as may be reasonably required to consummate the transactions contemplated by this Agreement.


 


12.14         Survival.
 The following sections shall survive any expiration or earlier termination of this Agreement: Section 2.1(c) (retention
of certain non-exclusive rights by CSMC), Section 8 (“Indemnification”), Section 9 (“Use of Names”) and
Section 10 (“Confidentiality”). The provisions set forth in Schedule E also shall survive any expiration or
earlier termination of this Agreement, to the extent set forth therein.


 


In
Witness Whereof, the parties have caused their duly authorized representatives to execute this Agreement as of the date
first above written.


 


	 	“LICENSEE”:
	 	 
	 	Capricor, Inc.
	 	 
	 	By: /s/ Karen Krasney
	 	 
	 	Name: Karen Krasney
	 	 
	 	Title: General Counsel
	 	 
	 	Date: May 5, 2014
	 	 
	 	“CSMC”:
	 	 
	 	Cedars-Sinai Medical Center, a California nonprofit public benefit corporation
	 	 	 
	 	By:	/s/ Shlomo Melmed, M.D.
	 	 	Shlomo Melmed, M.D.
	 	 	Senior Vice President for
	 	 	Academic Affairs


 




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	 	Date:  April 24, 2014
	 	 	 
	 	By:	/s/ Edward M. Prunchunas
	 	 	Edward M. Prunchunas
	 	 	Senior Vice President for Finance
	 	 	and CFO
	 	 	 
	 	Date:  April 24, 2014


 




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	ACKNOWLEDGED AND AGREED:	 
	 	 
	 	 
	[...***...]	 
	 	 
	 	 
	[...***...]	 
	 	 
	 	 
	[...***...]	 


 


*Confidential Treatment Requested 




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Schedule
Listing


 


	Schedule A	Patent Rights
	Schedule B	Know-How
	Schedule C	Approved Sublicensee/Assignee Companies
	Schedule D	Milestones
	Schedule E	Royalty Provisions


 




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SCHEDULE
A


 


Patent
Rights


 


1.


 


[...***...]


 





 






 


2.


 


[...***...]





 



 


*Confidential
Treatment Requested 




    	1
SCHEDULE A



    	 



    

 


SCHEDULE
B


 


[...***...]


 


*Confidential Treatment Requested




    	1
SCHEDULE B



    	 



    

 


SCHEDULE C


 


APPROVED SUBLICENSEE/ASSIGNEE COMPANIES


 


[...***...]


 


*Confidential Treatment Requested




    	1
SCHEDULE C



    	 



    

 


SCHEDULE D


 


MILESTONES


1.        [...***...]


 


*Confidential Treatment Requested




    	1
SCHEDULE D



    	 



    

 


SCHEDULE E


 


ROYALTY PROVISIONS


 


All capitalized terms
not otherwise defined in this Schedule E shall have the meanings ascribed to them in the Amended and Exclusive License Agreement
to which this Schedule E is attached (the “Agreement”).


 


1.          Royalties.
Licensee shall pay, or cause to be paid, to CSMC aggregate royalty fees (each, a “Royalty” and collectively, the
“Royalties”) equal to the following percentage of the amount of the Gross Sales Price (as defined in Paragraph 6(a)
below) received by Licensee, its Affiliates or its sublicensees from the Sale (as defined in Paragraph 6(b) below) of Products
or Intellectual Property (as defined in Paragraph 6(c) below) to non-Affiliate parties. The Royalty shall be determined as follows:


 


(a)          For
any jurisdictions in which no Valid Claim exists, an amount equal to [...***...] for the Sale of Products or Intellectual
Property covered by the Patent Rights or Know-How in that jurisdiction (“the Know-How Royalty”). Licensee’s obligation
to pay a Know-How Royalty shall end as specified in Section 6.1 of the Agreement; provided, however, that in no event shall a Know-How
Royalty be payable in any jurisdiction beyond [...***...] from the first commercial sale of a Product in that jurisdiction.


 


(b)          For
any jurisdictions in which a Valid Claim does exist, an amount equal to [...***...] for the Sale of Products or Intellectual
Property covered by the Patent Rights or Future Patent Rights in that jurisdiction (“the Patent Royalty”).


 


(c)          An
amount equal to [...***...] of all cash payments, including upfront, technology access fees, lump sum and similar payments
paid by or received from any sublicensees or any Affiliate or non-Affiliate parties by Licensee in consideration for any sublicense
or other grant of rights under the Agreement, excluding payments received by Licensee (i) solely for the purchase of equity
securities, (ii) as consideration for the sale of substantially all of Licensee’s assets, (iii) as sublicense royalty payments
made in connection with the sale of Products, so long as Licensee pays or causes to be paid to
CSMC Royalties on amounts received by Licensee’s sublicensees under the preceding subparagraphs of this Paragraph 1 (including
subparagraphs (a) and (b) hereof), (iv) as loans or in connection with the issuance of debt instruments, (v) from third parties
for costs related to general and administrative expenses, product and manufacturing development, co-development activities, clinical
trials, or research and development activities, or (vi) to be used for the costs of procuring intellectual property rights from
third parties which may be necessary for the development of Products.


 


(d)          If
the Sale of any Product is covered by more than one Intellectual Property Right, multiple royalties shall not be due to CSMC.


 


*Confidential Treatment
Requested




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SCHEDULE E



    	 



    

 


Licensee may not sell
Products to any distributor or other third party other than for a reasonable price arrived at through arms’-length negotiations.


 


2.          No
duplicative royalties.  Subject to the provisions of Paragraph 1(a) above,
in those circumstances in which a Royalty is payable to CSMC from the sale of a Product by an Affiliate or sublicensee of Licensee,
and in which a royalty is also payable to Licensee from the Sale of the same Product by the same Affiliate or sublicensee, then
Licensee shall not be required to pay a Royalty to CSMC with respect to the royalties so received by Licensee on the same Product,
if and to the extent the required royalty is received by CSMC from the Affiliate or sublicensee. This exclusion is intended to
avoid the payment of duplicative royalties, shall be strictly construed, and shall not apply to other forms of compensation paid
to Licensee by its Affiliates or sublicensees.


 


3.          Suspension
of Obligations.


 


(a)          In
the event that Licensee is legally prevented from commercializing one or more Products as a result of patent infringement issues
relating to the Patent Rights, all of Licensee’s obligations with respect to such Products, including, without limitation,
Royalty and other payment obligations under this Schedule E, milestone and diligence obligations related to that particular
Product in that jurisdiction, shall be suspended unless and until such patent infringement issues are resolved. In the event that
any such issues are not resolved during the term of the Agreement, or in the event that such issues are resolved in a manner that
would continue to prevent Licensee from commercializing such Products, then Licensee shall have no further obligations hereunder
with respect to such Products.


 


(b)          In
the event that Licensee Improvements result in the development and commercialization of new or improved technology, to the point
that the commercially available Product(s) no longer (i) infringe upon any Valid Claims or claims embodied in the Patent Rights,
(ii) utilize any Know-How or (iii) embody the original processes, methods, designs, or applications that were commercialized based
on the Patent Rights or Know-How, then the Royalty rate shall be reduced to [...***...] for such Product(s).


 


4.          Payment
and Accounting.


 


(a)          Payment
Terms and Reports.  Royalties on account of sales by Licensee shall accrue and be payable to CSMC by Licensee on a quarterly
basis within [...***...] following the end of each calendar quarter in which any Sale of a Product by Licensee occurs.
Licensee shall use the standard royalty reporting form set forth in Schedule F hereto. Royalties on account of sales or payments
made by a sublicensee shall accrue and be payable to CSMC by Licensee on a quarterly basis within [...***...] following
the end of the calendar quarter in which payment is received by Licensee from a sublicensee. Each payment of Royalties shall be
accompanied by a statement setting forth in reasonable detail (i) with respect to Sales of Products, the number and each type of
Product sold and the Gross Sales Price applicable thereto, (ii) with respect to Sales of Intellectual Property, the nature of the
Sale and revenues applicable thereto, and (iii) such additional details as may be reasonably requested by CSMC for the determination
of Royalties payable hereunder. The Products shall be considered as being sold for the purpose of the calculation of royalties
under this Agreement when the Products have been invoiced. Except as otherwise provided in Paragraph 4(c) of this Schedule E,
all Royalties shall be paid in United States dollars and shall be made without off set (except as expressly provided in Paragraph
5 below) and free and clear of (and without any deduction or withholding for) any taxes, duties, levies, imposts or similar fees
or charges.


 


*Confidential Treatment Requested




    	2
SCHEDULE E



    	 



    

 


(b)          Records
and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all Sales of Products
or Intellectual Property by Licensee, its Affiliates and sublicensees in sufficient detail to enable the Royalties payable hereunder
to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their
creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall
have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties. Such examiners
shall have reasonable access during regular business hours to Licensee’s offices and the relevant records,
files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy
of the calculations provided by Licensee under this Schedule. The costs of any such audit shall be borne by CSMC, unless as a result
of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent
(5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee
within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered
in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such
audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) five
percent (5%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto
or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the
highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.


 


(c)          Currency
Transfer Restrictions.  If any restrictions on the transfer of currency exist in any country or other jurisdiction so as to
prevent Licensee from making payments to CSMC, Licensee shall take all commercially reasonable steps to obtain a waiver of such
restrictions or to otherwise enable Licensee to make such payments. If Licensee is unable to do so, Licensee shall make such payments
to CSMC in a bank account or other depository designated by CSMC in such country or jurisdiction, which payments shall be in the
local currency of such country or jurisdiction, unless payment in United States dollars is permitted. Any payment by Licensee to
CSMC on the basis of Sales of Products or Intellectual Property in currencies other than United States dollars shall be calculated
using the appropriate foreign exchange rate for such currency quoted in the California edition of The Wall Street Journal for
the close of business of the last banking day of the calendar quarter in which such payment is being made.


 


(d)          Late
Charges.  A service charge of one percent (1) per month, not to exceed the maximum rate allowed by applicable law, shall be
payable by Licensee on any portion of Licensee’s outstanding Royalty balance that is not paid to CSMC within thirty (30)
days past the due date.


 




    	3
SCHEDULE E



    	 



    

 


(e)          Taxes.
Licensee shall pay, or cause to be paid, any and all taxes required to be paid or withheld on any sales, licenses or other
transfers for value of Products or Intellectual Property (other than taxes imposed on the income or revenues of CSMC); provided,
however, that under no circumstances shall the amounts of such taxes be deducted from the total amount of payments otherwise
due to CSMC hereunder. Upon CSMC’s request, Licensee shall secure and send to CSMC proof of any such taxes withheld and paid
by Licensee, its Affiliates or sublicensees.


 


5.          Right
of Offset.  On a country-by-country basis, if, in any calendar year, Licensee, its Affiliates or any Sublicensee makes payment(s)
to one or more third parties in order to obtain or maintain license rights necessary to develop, make, have made, use, offer to
sell, sell, import or otherwise commercialize any Product in a country, Licensee, its Affiliates or such Sublicensee shall have
the right, in lieu of any other right or remedy, to deduct such payment(s) from royalty payments otherwise due to CSMC for sales
in such country. Notwithstanding the foregoing, in no event shall such deduction exceed [...***...] of the royalties
otherwise payable under this Agreement by Licensee to CSMC with respect to such country in such calendar year. Licensee agrees
that neither Licensee, nor any affiliates or sublicensees or any contemplated affiliates or sublicensees, have, as of the Effective
Date, any existing obligation to make payment(s) that shall entitle such party to deduct such payment(s) from royalty payments
otherwise due to CSMC.


 


6.          Certain
Definitions.


 


(a)          “Gross
Sales Price” means the gross amount of all revenues (whether in the form of cash, property or otherwise) received by Licensee,
its Affiliates or sublicensees from the sale, license or other transfer for value of Products or Intellectual Property less
(but only to the extent separately itemized as a part of the gross price charged): (i) transportation, handling, insurance and
sales taxes, and (ii) rebates and other allowances actually paid or allowed and which are standard and customary in the industry;
provided, however, that no deduction shall be made for royalties, commissions, costs of collection or similar items payable
with respect to the Products or Intellectual Property. For the purposes of the definition of “Gross Sales Price”, it
is acknowledged and agreed by the parties that Sales to wholly-owned subsidiaries of Licensee shall not be included.


 


(b)          “Sales”
means the sale, license or other transfer for value.


 


(c)          “Intellectual
Property Right” means the Patent Rights, Future Patent Rights and Know-How.


 


*Confidential
Treatment Requested




    	4
SCHEDULE E



    	 



    

 


Schedule F


Royalty Reporting Form


 


Licensee name:


Reporting period:


Date of report:


Date of first commercial sale:


 


Royalty Report


	Product

(list

products

by name)	 	No. units

sold	 	Invoiced

price per

unit	 	Gross

sales	 	Allowable

deductions

(attached

itemized

detail)	 	Country of

sale/foreign

currency/

conversion

rate	 	Net sales
	Product name	 	 	 	 	 	 	 	 	 	 	 	 
	Product name	 	 	 	 	 	 	 	 	 	 	 	 
	Product name	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 


 


	Total net sales	$
	Royalty rate	 
	Royalty due	$


 


Total royalty due: $___________________________


 


Non-Royalty Sublicense
Revenue Report


	Total Non-Royalty Sublicense Revenue received	$
	Date received	 
	Applicable percentage payable to CSMC	 
	Total Non-Royalty Sublicense Revenue payable to CSMC	$


 


Report prepared by:


Title:


Date:








    	1
SCHEDULE F



    	 



    

 


Please send report to:


 


Cedars-Sinai Medical Center

8700 Beverly Boulevard

Los Angeles, California 90048-1865

Attention: Senior Vice President for Finance & CFO


with a copy to Vice President for Legal Affairs


 


Please send electronic copy to CSTechTransfer@cshs.org.


 




    	2
SCHEDULE F