LICENSE
AGREEMENT


 


This
License Agreement (the “Agreement”) is entered into and made
effective as of October 10, 2007 (“Effective Date”) by and between Intracel
Acquisition Holding Company LLC, a Delaware limited liability company having a place of business at 550 Highland Street,
Frederick, MD 20701 (“Intracel”) and Vaccinogen,
Inc., a [Delaware] corporation having a place of business at Frederick, MD 21703 (“Vaccinogen”).
Vaccinogen and Intracel are sometimes referred to herein individually as a “Party”
and collectively as the “Parties.”


 


Recitals


 


Whereas,
Vaccinogen desires to obtain from Intracel an exclusive license under certain patents, know-how and other intellectual
property relating to Intracel’s OncoVAX® Active Specific Immunotherapy technology platform (the “OncoVax Program”)
and, at a later date, to acquire all right, title, and interest in and to such intellectual property subject to and only upon the
satisfaction of certain conditions; and


 


Whereas,
Intracel is willing to grant such rights and licenses under the terms and conditions set forth in this Agreement.


 


Now,
Therefore, the Parties agree as follows:


 


ARTICLE
1


 


Definitions


 


As
used herein, the following terms shall have the following meanings:


 


1.1           “Affiliate”
means, as to a Party, any entity that controls, is controlled by or is under common control with such Party. For purposes
of this definition, the term “controls” (with correlative meanings for the terms “controlled by” and “under
common control with”) means: (a) that the applicable entity owns directly or indirectly more than fifty percent (50%) of
the voting securities or other ownership interest of the Party; or (b) that the entity otherwise possesses, directly or indirectly,
the power to direct and control the management of the Party, whether through the ownership of voting securities, by contract,
or otherwise.


 


1.2           “Asset
Transfer Closing” has the meaning set forth in Section 3.5(e).


 


1.3           “Asset
Transfer Closing Date” has the meaning set forth in Section 3.5(e).


 


1.4           “Asset
Transfer Milestone” has the meaning set forth in Section 3.5.


 


1.5           “Assigned
Technology” has the meaning set forth in Section 3.5(a).


 





INTRACEL ·
550 Highland Street · Frederick MD 21701 ·
Tel. 301-668-8300 · Fax 301-668-4809







 




    	 



    	 



    

 


1.6           “Colon
Cancer Product” means the OncoVax Program vaccine for treatment of Stage II colon cancer that, as of the Effective Date,
is being clinically developed in the United States and other countries by Intracel and has received regulatory approval in the
Netherlands and Switzerland, as described in more detail in Exhibit A, along with any improvements or modifications thereto that
comprise immunotherapy products for the treatment of Stage II colon cancer in which autologous tumor cells are combined with TICE®
BCG.


 


1.7           “Confidential
Information” has the meaning set forth in Section 6.1.


 


1.8           “Control”
means, with respect to any Information, patent, patent application, or other intellectual property right, that the applicable
Party owns or has a license to such Information, patent, patent application, or intellectual property right and has the ability
to grant to the other Party access to and a license (or sublicense, as applicable) under same without violating the terms of any
agreement with a Third Party.


 


1.9           “Equity
Financing” means a bona fide equity investment in Vaccinogen from a single investor or group of investors.


 


1.10         “Excluded
Assets” means any and all of the following and any other assets or properties that are specifically associated therewith:
(a) the Xoma material transfer agreement dated as of January 29, 2007 (b) the Exclusive License Agreement between Intracel and
Oxigene, Inc., dated as of March 30, 2007; (c) the KLH and CVD reagent business and associated intellectual property; and (d)
materials, know-how, research data, patents and patent applications covering HumaCD4, HumaRESP, AntiCD38, HumaSTAPH and HumaENT,
or any human antibody that has been isolated by or on behalf of Intracel from phage display libraries.


 


1.11         “Information”
means information and data of any type and in any tangible or intangible form, including without limitation inventions, practices,
methods, techniques, specifications, operating procedures, protocols, formulations, software, formulae, knowledge, know-how (including
without limitation any manufacturing, regulatory, or clinical know-how), skill, experience, test data, analytical and quality
control data, stability data, results of studies and patent and other legal information or descriptions.


 


1.12         “Licensed
Know-How” means all Information that is Controlled by Intracel as of the Effective Date that is associated with, or
necessary for, the development or commercialization of the Technology, but excluding any Information that comprises or is specifically
associated with the Excluded Assets.


 


1.13         “Licensed
Patents” means all patents and patent applications that are Controlled by Intracel as of the Effective Date and claim
the Technology or inventions necessary for the development or commercialization of the Technology, as set forth on Exhibit B,
but excluding any patents or patents applications that claim or are specifically associated with
the Excluded Assets.


 




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1.14         “Licensed
Products” means any product (a) the creation, development, manufacture, use, importation, sale or offer for sale of
which is covered or claimed by a Licensed Patent or (b) that incorporates Licensed Know-How.


 


1.15         “Net
Sales” means, with respect to a given period of time, the gross amount invoiced by Vaccinogen, its Affiliates, or (sub)licensees
to unrelated Third Party purchasers for the sale or distribution of a particular product or service, less the following deductions
and offsets, actually incurred, allowed, accrued, specifically allocated and/or taken in connection with such sale or distribution,
to the extent that such deductions or offsets are not recovered by or reimbursed to the selling party or its affiliates:


 


(a)          credits
for trade, cash and quantity discounts as are customary in the trade;


 


(b)          amounts
repaid or credited by reason of rejections, recalls, destruction or returns, or because of rebates or chargebacks, in each case
not in excess of the selling price of the applicable product or service;


 


(c)          sales
taxes and other governmental charges (including value added tax, but solely to the extent not otherwise creditable or reimbursed)
actually paid in connection with the sale (but excluding what is commonly known as income taxes);


 


(d)          insurance
incident to transportation, and transportation and shipping costs (not to exceed, in the aggregate, 2.5% of the gross amount invoiced);
and


 


(e)          sales
commissions (not to exceed, in the aggregate, 5% of the gross amount invoiced).


 


Net
Sales shall include the fair market value of all consideration received by the selling party and its affiliates in respect of any
sale of the applicable product or service, whether such consideration is in cash, payment in kind, exchange for value or another
form.


 


For
clarification, sale of a product or service by a selling party to its affiliate or licensee, or by an affiliate of a selling party
to such party, for resale by such entity to an unaffiliated Third Party shall not be deemed a sale for purposes of “Net Sales”
hereunder, but the sale of such product or service by such entity to an unaffiliated Third Party shall be deemed to be a sale for
purposes of calculating Net Sales hereunder.


 


1.16         “Organon”
means Organon Teknika Corporation.


 


1.17         “Organon
Letter Agreement” means that certain Letter Agreement between Intracel and Organon, dated October 30, 2007.


 


1.18         “Organon
Security Agreement” means that certain New Security Agreement among Intracel, Organon Biosciences NV, and Organon, dated
October 30, 2007.


 




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1.19         “Organon
Supply Agreement” means that certain Amended and Restated Supply Agreement by and between Organon and Intracel Resources
LLC, dated as of October ___ 2007.


 


1.20         “Senior
Executive” means the Chief Executive Officer of a Party or duly appointed representative thereof.


 


1.21         
“Stock” has the meaning set forth in Section 4.1.


 


1.22         
“Technology” means, to the extent existing on the Effective Date, all assets or property Controlled by Intracel
relating to its OncoVAX Program, as set forth in Exhibit C. For clarity, the Technology shall exclude the Excluded Assets.


 


1.23         “Third
Party” means any entity other than (a) Intracel, (b) Vaccinogen or (c) an Affiliate of either Party.


 


1.24         “TICE
BCG” means the preparation of Bacillus Calmette-Guerin sold by Organon under the tradename TICE® BCG.


 


ARTICLE
2


 


Licenses


 


2.1           License
to Vaccinogen. Subject to the terms and conditions of this Agreement and effective solely upon Vaccinogen’s full satisfaction
of the obligations set forth in Sections 4.2(a), 4.2(b), and Section 4.3, Intracel shall grant to Vaccinogen the worldwide, royalty-bearing, exclusive license, under the Licensed Patents and the Licensed Know-How, to use, sell, offer for sale, import, make,
and have made Licensed Products.


 


2.2           Sublicensing.
Vaccinogen shall have no right to grant sublicenses, whether to its Affiliates or to Third Parties, under any or all of the rights
licensed to Vaccinogen in Section 2.1,except with Intracel’s prior written consent. In the event that Intracel grants such
consent, each such sublicense shall be consistent with the terms of this Agreement. Vaccinogen shall provide a true and complete
copy of any sublicense agreement to Intracel no later than thirty (30) days after execution thereof.


 


2.3           License
Limitation. Notwithstanding anything to the contrary in this Agreement, all of the licenses granted to Vaccinogen herein expressly
exclude any rights with respect to the Excluded Assets, and the exclusive license granted to Vaccinogen in Section 2.1 shall in
no event restrict Intracel’s right to use, practice, research, develop, or commercialize the Excluded Assets.


 


2.4           No
Other Licenses. Neither Party grants to the other Party any rights or licenses in or to any intellectual property, whether
by implication, estoppel, or otherwise, except to the extent expressly provided for under this Agreement.


 




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2.5           Organon
Supply Agreement. Effective upon the license grant under Section 2.1 becoming
effective, Intracel grants to Vaccinogen the right to exercise all rights and perform all obligations of Intracel under the Organon
Supply Agreement, and Vaccinogen agrees to perform and abide by all Intracel’s obligations under such agreement, as if Vaccinogen
were Intracel. For clarity, any failure by Vaccinogen to abide by the terms of the Organon Supply Agreement that, if Vaccinogen
were Intracel, would be a material breach of such agreement shall be deemed to be a material breach of this Agreement by Vaccinogen.


 


2.6           Other
Organon Agreements. Pursuant to the Organon Security Agreement and the Organon Letter Agreement, Organon holds a security interest
in certain of the Licensed Know-How and Licensed Patents, and Intracel has certain payment and other obligations to Organon with
respect to the Technology. All rights granted and assets transferred to Vaccinogen under this Agreement are subject to all applicable
terms and conditions of the Organon Security Agreement and the Organon Letter Agreement, and as of the Effective Date, Vaccinogen
agrees to perform and abide by all Intracel’s obligations under the Organon Security Agreement and the Organon Letter Agreement,
as if Vaccinogen were Intracel. For clarity, any failure by Vaccinogen to abide by the terms of the Organon Letter Agreement or
Organon Security Agreement that, if Vaccinogen were Intracel, would be a material breach of such agreement shall be deemed to be
a material breach of this Agreement by Vaccinogen.


 


ARTICLE
3 


 


Other
Obligations of the Parties


 


3.1           Development
and Commercialization of Products. Upon the license grant under Section 2.1 becoming effective, Vaccinogen shall have sole
control over, and responsibility for, the research, development (including but not limited to, pre-clinical and clinical activities
and the preparation and submission of all required regulatory filings), and commercialization of any Licensed Products, and shall
bear all expenses related thereto. Except as expressly set forth in this Agreement or the Letter Agreement, Intracel shall have
no obligations and bear no expense related to the research, development or commercialization of any Licensed Product by or on behalf
of Vaccinogen, its Affiliates, or its (sub)licensees.


 


3.2           Development
Information and Reporting. Vaccinogen shall provide to Intracel, every six (6) months during the term of this Agreement, a
written report describing in reasonable detail the development and commercialization efforts undertaken by or on behalf of Vaccinogen,
its Affiliates, or its (sub)licenses with respect to Licensed Products during the prior six (6) months and the anticipated development
and commercialization efforts with respect to Licensed Products for the upcoming twelve (12) months. Intracel may request additional
information related to such development and commercialization activities after receipt of such report, and, subject to the required
consent of any applicable Third Party, Vaccinogen shall provide such requested information. All information disclosed by Vaccinogen
under this Section 3.2 shall be treated as the Confidential Information of Vaccinogen under Article 6.


 




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3.3          Diligence
Obligations. Vaccinogen shall use commercially reasonable efforts to develop, manufacture, and commercialize the Colon Cancer
Product. As used herein, “commercially reasonable efforts” means those efforts, consistent with the exercise of prudent
scientific and business judgment, as applied as applied by a biotechnology company of similar size and capabilities as Vaccinogen
to development and commercialization activities conducted with respect to other products of similar potential and market size
at a similar development stage. Any failure by Vaccinogen to comply with the diligence obligation set forth in the first sentence
of this Section 3.3 shall be deemed to be a material breach of this Agreement by Vaccinogen, and Intracel shall have the right
to terminate this Agreement pursuant to Section 9.2. If Intracel in
good faith believes that Vaccinogen is not complying with the diligence obligation set forth in the first sentence of this Section
3.3, Intracel may provide Vaccinogen with written notice thereof, in which event Vaccinogen will have sixty (60) days from the
date of such notice in which to provide Intracel with evidence that reasonably demonstrates that Vaccinogen is complying with
such diligence obligation. Any disputes regarding diligence that remain at the end of such sixty (60) day period shall be resolved
as provided in Article 11.


 


3.4          Technology
Transfer.


 


(a)          Know-How.
Intracel shall use reasonable efforts to transfer to Vaccinogen the documents and materials (or copies of such documents or
materials, as determined by Intracel in its sole discretion) listed on Exhibit C no later than three (3) months after the Effective
Date. After the expiration of the three (3) month period described above, Intracel shall use commercially reasonably efforts to
provide additional tangible manifestations of Licensed Know-How requested by Vaccinogen, to the extent then in Intracel’s possession.
In no event shall Intracel be obligated to transfer Information to Vaccinogen under this Section 3.4 that
it does not Control as of the Effective Date, or to breach any obligation it may have to a Third Party, or violate any law, statute,
ordinance or regulation; provided, however, that, to the extent any obligation to any Third Party prohibits Intracel from disclosing
particular Information, Intracel shall use commercially reasonable efforts to secure the right to disclose such Information to
Vaccinogen. For the avoidance of doubt, the transfer of any tangible manifestations of such Licensed Know-How pursuant to this
Section 3.4 shall not alter the ownership or other rights of any Party or its Affiliates with respect to such Licensed Know-How. Vaccinogen shall reimburse all reasonable costs and expenses incurred by Intracel in connection with any transfer pursuant
to this Section 3.4. Notwithstanding anything to the contrary set forth herein, Intracel shall have no obligation to transfer
any Licensed Know-How to Vaccinogen prior to the license grant under Section 2.1 becoming effective.


 


(b)          Regulatory
Materials. Upon the license grant under Section 2.1 becoming effective, Vaccinogen shall (i) be solely responsible for seeking
and maintaining regulatory approvals of Licensed Products developed by Vaccinogen throughout the world, in such countries as it
selects; (ii) be responsible for preparing and submitting all regulatory filings required for such regulatory approvals; and (iii)
own all regulatory filings that it so prepares and submits. Intracel shall permit Vaccinogen to access, and shall provide Vaccinogen
with sufficient rights to reference and use in association with exercising its rights and performing its obligations under this
Agreement, all records pertaining to Licensed Products as are in the possession and Control of Intracel and its Affiliates as
of the Effective Date and are reasonably necessary for obtaining regulatory approval for Licensed Products. Vaccinogen shall be
fully responsible for all obligations under such regulatory submission or regulatory approval including, but not limited to, communicating
with regulatory authorities, reporting of adverse events, and all costs associated with such regulatory submissions. Further,
Intracel shall be permitted to notify any regulatory authority that Vaccinogen, and not Intracel, is responsible for all Licensed
Products.


 




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(c)          Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY INFORMATION OR MATERIALS THAT ARE TRANSFERRED PURSUANT TO THIS SECTION 3.4
ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF COMPLETENESS, COMPLIANCE WITH REGULATORY STANDARDS OR REGULATIONS, MERCHANTABILITY OR OF FITNESS FOR ANY
PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF SUCH INFORMATION OR MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER
PROPRIETARY RIGHTS OF ANY THIRD PARTY.


 


3.5          Asset
Transfer. In the event that, on or prior to July 1, 2009 (or, if applicable, by the end of the six (6) month cure period specified
in Section 9.3(b)), Vaccinogen has received cash investments of at least $15,000,000 in connection with bona fide equity financings
(the “Asset Transfer Milestone”), then the following shall become effective:


 


(a)          Upon
the terms and subject to the conditions of this Section 3.5, on the Asset Transfer Closing Date, Intracel shall transfer, convey,
assign, grant and deliver to Vaccinogen, and Vaccinogen shall acquire and receive, all of the Intracel’s right, title and
interest in and to Technology, but only to the extent that (i) such Technology is related solely to the OncoVAX Program and (ii)
Intracel owns such Technology (the “Assigned Technology”). For the avoidance of doubt, any patents or patent
applications owned by Organon shall not be included in the Assigned Technology.


 


(b)          All
assets of Intracel other than the Assigned Technology (including the Excluded Assets) shall remain the property of Intracel and
are not subject to this Section 3.5, but provided that any Technology that is not owned by Intracel as of the Asset Transfer Closing
Date shall remain licensed to Vaccinogen under Section 2.1.


 


(c)          At
the Asset Transfer Closing, Vaccinogen shall assume and agree to perform and discharge any all obligations and liabilities of
Intracel or Intracel’s Affiliates (whether known, unknown, accrued, absolute, matured, unmatured, contingent or otherwise,
whether or not required to be reflected on a balance sheet, whether or not incurred in the ordinary course of business and whether
arising prior to or after the Asset Transfer Closing), to the extent relating to the Assigned Technology, as such liabilities
and obligations may exist at and/or after the Asset Transfer Closing.


 


(d)          From
and after the Asset Transfer Closing Date, each Party shall execute and deliver such documents and take such other actions as
the other Party may reasonably request, to the extent necessary to effect the intentions of the Parties as expressed in this Section
3.5.


 




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(e)          The
consummation of the transactions contemplated by this Section 3.5 (the “Asset Transfer Closing”) shall take
place at the offices of Cooley Godward Kronish LLP, 3175 Hanover Street, Palo Alto, California (or at such other place as the
Parties shall mutually agree), at 9:00 a.m. (California time) on such date following the achievement of the Asset Transfer Milestone
as the Parties may agree. For purposes of this Agreement, “Asset Transfer Closing Date” shall mean the time
and date as of which the Asset Transfer Closing actually takes place.


 


3.6         Certain
Obligations of Vaccinogen. From the Effective Date, Vaccinogen shall have the following obligations with respect to Intracel
(whether or not Intracel holds any stock of Vaccinogen):


 


(a)          Vaccinogen
shall allow one representative designated by Intracel to attend all meetings of the Vaccinogen’s Board of Directors in a
nonvoting capacity.


 


(b)          Vaccinogen
will maintain true books and records of account in which full and correct entries will be made of all its business transactions
pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently
applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals
and reserves as shall be required under generally accepted accounting principles consistently applied.


 


(c)          Vaccinogen
will furnish Intracel: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and summary operating
plan for such fiscal year that has been approved by the Board of Directors (and as soon as available, any subsequent written revisions
thereto); (ii) as soon as practicable after the end of each fiscal quarter of Vaccinogen, and in any event within forty five (45)
days thereafter, a balance sheet of Vaccinogen as of the end of each such fiscal quarter, and a statement of income and a statement
of cash flows of Vaccinogen for such quarter and for the current fiscal year to date, including a comparison to plan figures for
such period; (iii) as soon as practicable after the end of each fiscal year of Vaccinogen, and in any event within one hundred
eighty (180) days thereafter, a balance sheet of Vaccinogen, as at the end of such fiscal year, and a statement of income and a
statement of cash flows of Vaccinogen, for such year, all prepared in accordance with generally accepted accounting principles
consistently applied (except as noted thereon or as disclosed to the recipients thereof), with the exception that no notes need
be attached to such statements and year-end audit adjustments may not have been made. Such financial statements shall be signed
by the senior financial officer of Vaccinogen.


 


(d)          Vaccinogen
will furnish Intracel, as soon as practicable following each quarterly accounting period in each fiscal year of Vaccinogen, and
in any event within forty-five (45) days thereafter, a summary capitalization table reflecting all shares, options, warrants,
and other convertible securities then outstanding.


 




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ARTICLE
4 


 


Financial
Terms


 


4.1          Equity.
Upon the first Equity Financing following the Effective Date, Vaccinogen shall issue to Intracel shares of Vaccinogen stock,
in a security acceptable to Intracel (the “Stock”), having the same or superior rights as the shares of stock
issued to the investors in such Equity Financing, which shares shall be issued in such number that, upon the close of such Equity
Financing, Intracel shall hold stock representing ten percent (10%) of the fully diluted equity capitalization of Vaccinogen.
The Stock shall be issued pursuant to the terms and conditions of a separate stock purchase agreement and other related agreements
and documentation (collectively, the “Equity Documents”). Such Stock shall have the anti-dilution and other
rights set forth in Exhibit D, and shall be entitled to any additional or different rights granted to other investors in Vaccinogen’s
equity, through the first $30,000,000 in equity investment in Vaccinogen. In addition, the Equity Documents shall provide Intracel
with registration rights with respect to the Stock, and at no point shall the Stock be subject to lock-up or other restrictions
on sale following a liquidity event for Vaccinogen.


 


4.2          Payments
and Other Consideration to Organon.


 


(a)          As
soon as practicable after the Effective Date (but no later than the time period specified in Section 3(a)(i) of the Letter Agreement),
Vaccinogen shall pay directly to Organon the $500,000 payment set forth in Section 3(a)(i) of the Letter Agreement and deliver
competent written evidence to Intracel that such payment has been made. Such payment may be made in cash or, to the extent permitted
by Organon, in equity of Vaccinogen.


 


(b)          As
soon as practicable (but no later than thirty (30) days) after the Effective Date, Vaccinogen shall purchase from Organon 1,333
vials of TICE BCG, at total cost of $100,000, pursuant to the terms of the Organon Supply Agreement. For clarity, Vaccinogen shall
be required to pay for such purchase in advance.


 


(c)          Vaccinogen
shall assume, and pay directly to Organon, all amounts owed by Intracel to Organon under the Letter Agreement, including without
limitation the royalties and annual payments due to Organon under Section 3 of the Letter Agreement. It is understood and agreed
that the payment made by Vaccinogen pursuant to Section 4.2(a) is intended to satisfy Intracel’s obligation to Organon under
Section 3(a)(i) of the Letter Agreement.


 


(d)          To
the extent Organon elects to take an equity position in Vaccinogen pursuant to Section 3(a)(ii) of the Letter Agreement, Vaccinogen
agrees to issue to Organon or its designee the number of shares of Vaccinogen stock specified in Section 3(a)(ii) of the Letter
Agreement.


 




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4.3          Settlement
of Trade Creditor Payables. As soon as practicable (but no later than thirty (30) days) after the Effective Date, Vaccinogen
shall pay Intracel the sum of $450,000 for the purpose of settling valid and verifiable trade creditor and intellectual property-related payables that relate solely to Licensed Products and that were incurred by Intracel or its Affiliates through the date
of such payment. Vaccinogen shall also assume all liability for the creditor payables and claims of Intracel B.V. and shall settle
such payables and claims independently through the trustees of the Netherlands bankruptcy court. For clarity, Vaccinogen shall
have no obligation to pay for the corporate payables and claims of Intracel.


 


4.4           Royalties
Paid to Intracel.


 


(a)          RoyaltyRate. For
the term specified below, Vaccinogen shallpay to Intracel a running royalty on Net Sales of Colon Cancer Products
with the incremental royalty rate determined by the amount of aggregate Net Sales of Colon Cancer Products during the
applicable calendar year according to the following schedule:


 


(i)          3%of
Net Sales on the first $350 million of Net Sales ofColon Cancer Products occurring in the calendar year;


 


(ii)         4%of
that portion of Net Sales of Colon Cancer Productsin the calendar year in excess of $350 million and up to and including $750
million; and


 


(iii)        5%of
that portion of Net Sales of Colon Cancer Productsin the calendar year in excess of $750 million.


 


(b)          Timing
of Royalty Payments. Royalties due under this Section 4.4 shall be paid quarterly no later than the due date for the relevant
report submitted pursuant to Section 4.6.


 


(c)          Royalty
Term. Vaccinogen’s royalty obligations under this Section 4.4 shall continue for as long as Colon Cancer Products are
being sold by Vaccinogen, or by one of its Affiliates or (sub)licenses.


 


4.5          Royalty
Reports. Beginning with the first calendar quarter in which Vaccinogen or its Affiliate or (sub)license books the first commercial
sale of a Licensed Product and continuing for all subsequent calendar quarters until all royalty obligations under Section 4.4
have expired, Vaccinogen shall provide to Intracel a written report no later than forty-five (45) days following the end of each
calendar quarter. Such report shall set forth a complete and accurate summary of the sales or other disposition by Vaccinogen,
its Affiliates, and its (sub)licensees of Licensed Products for such calendar quarter and shall include a calculation of the royalties
due for such calendar quarter pursuant to Section 4.4.


 


4.6          Records
and Audit. During the term of this Agreement and for a period of three (3) years thereafter, Vaccinogen shall keep complete
and accurate records pertaining to the sale of Licensed Products, in sufficient detail to permit the Intracel to confirm any payments
due hereunder that are attributable to such sales. Intracel shall have the right to cause an independent, certified public accountant
to audit such records to confirm such payments. Such audits may be exercised no more frequently than twice per year upon reasonable
advance notice to Vaccinogen and during normal business hours. Intracel shall bear the full cost of such audit unless such audit
discloses an underpayment to Intracel hereunder of greater than five percent (5%), in which case, Vaccinogen shall bear the full
cost of such audit.


 




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4.7           Currency;
Method of Payments. All references to “dollars” or “$” herein shall mean United States dollars. All
payments due under this Agreement shall be paid in United States dollars by checks or by wire transfer to a bank designated in
writing by the Party to which the payment is due.


 


4.8           Withholding
of Taxes. Intracel will be responsible for and pay any and all taxes levied on account of any payments made to it under this
Agreement. If any such taxes are required to be withheld by Vaccinogen, Vaccinogen will (a) deduct such taxes from the payment
made to Intracel, (b) timely pay the taxes to the proper taxing authority, and (c) send proof of payment to Intracel and certify
its receipt by the taxing authority within thirty (30) days following such payment.


 


4.9           Interest.
If Vaccinogen fails to make any payment due to Intracel or another party under this Agreement, then interest shall accrue
on a daily basis at an interest rate equal to 1.5% per month, or at the maximum rate permitted by applicable law, whichever is
the lower.


 


ARTICLE
5


 


Patents


 


5.1          Patent
Prosecution.


 


(a)          Unless
and until the license grant under Section 2.1 becomes effective, Intracel shall remain solely responsible for the prosecution
and maintenance of all Licensed Patents. Upon the license grant under Section 2.1 becoming effective, Vaccinogen shall thereafter
be responsible for, at its sole expense, the prosecution and maintenance of all Licensed Patents and shall reimburse Intracel
for all prosecution costs incurred after the Effective Date, and the remainder of this Section 5.1(a) and Section 5.1(b) shall
become effective. Vaccinogen shall deliver to Intracel copies of all documents materially related to such prosecution or maintenance
within a reasonable period of time after such documents are prepared by or received by Vaccinogen, and in any event a reasonable
amount of time before any such document is filed with or submitted to the applicable patent office or agency by Vaccinogen. Vaccinogen
shall consult with Intracel regarding the prosecution of any patent applications in the Licensed Patents, and shall incorporate
any and all reasonable comments or suggestions made by Intracel with respect to such prosecution.


 


(b)          If,
at any time during the term of this Agreement, Vaccinogen no longer wishes to file, prosecute, or maintain a patent or patent
application in the Licensed Patents, it shall notify Intracel in writing of such decision. Vaccinogen shall provide such notice
at least ninety (90) days prior to abandonment or lapse of such patent or patent application, to the extent practicable in light
of the timing of any notice relating to such patent or patent application. Thereafter, Intracel shall have the right, but not
the obligation, to assume the sole and exclusive responsibility, at its discretion, for the filing, prosecution, and/or maintenance
(as the case may be) of such patent or patent application solely at its own expense. Such patent or patent application (and any
patent(s) that issue from such application) shall cease to be a Licensed Patent for the purpose of the license granted in Article
2.


 




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5.2          Infringement
by Third Parties.


 


(a)          Notice.
If either Party becomes aware of any actual or threatened infringement of a Licensed Patent, such Party shall promptly notify
the other Party in writing (the “Notice”) and the Parties shall confer in good faith regarding the most appropriate
action to take with respect to such infringement. Both Parties shall use their reasonable efforts in cooperating with each other
to terminate such infringement without litigation.


 


(b)          Enforcement.
Unless and until the license grant under Section 2.1 becomes effective, Intracel shall remain solely responsible for, at its
sole expense, the enforcement of the Licensed Patents, and Intracel shall retain all of any amounts recovered as result of such
enforcement. Solely upon the license grant under Section 2.1 becoming effective, the remainder of this Section 5.2(b) and Sections
5.2(c)-(d) shall become effective. Unless the Parties otherwise agree, Vaccinogen shall have the first right, but not the obligation,
to take appropriate action against activities allegedly infringing any patent in the Licensed Patents, in its own name and under
its sole control. If Vaccinogen does not take any action against such activities within one hundred twenty (120) days after delivery
of the Notice, then Intracel may, upon thirty (30) days’ notice to Vaccinogen, take appropriate action against such activities
in its own name and under its sole control.


 


(e)          Cooperation;
Settlement. Regardless of which Party brings the action (the “Initiating Party”), the other Party (the “Non-Initiating
Party”) hereby agrees to cooperate reasonably in any such effort, all at the Initiating Party’s expense, and the
Parties shall reasonably cooperate to address new facts or circumstances that come to light during the course of any action relating
to the Licensed Patents which may affect the need for one Party or the other to participate in such action. The Non-Initiating
Party agrees to be joined as a party plaintiff, at the Initiating Party’s expense, in any such action if needed for the Initiating
Party to bring or continue an infringement action hereunder. The Non-Initiating Party shall, at its own expense and with its own
counsel, have the right to participate in any action brought by the Initiating Party. Neither Party may settle any action brought
under this Section 5.2, or take any other action in the course thereof, that adversely affects the other Party’s interest
in the Licensed Patents or Licensed Know-How, without the written consent of such other Party, such consent not to be unreasonably
withheld.


 


(d)          Costs;
Allocation of Recovery. The costs and expenses of conducting any infringement suit brought under this Section 5.2 shall be
borne solely by the Initiating Party, unless there is a separate written agreement to share costs between the Parties. Except as
otherwise agreed to in writing by the Parties, any recovery realized by a Party as a result of a litigation or other action taken
under this Section 5.2 with respect to any actual or threatened infringement of a Licensed Patent will first be applied to reimburse
the Initiating Party for any actual litigation costs and expenses borne by the Initiating Party and not otherwise reimbursed, and
any amounts remaining after such reimbursement (a “Net Recovery”) will be allocated between the Parties as follows:
(i) if the Vaccinogen is the Initiating Party, Vaccinogen will receive seventy percent (70%) of the Net Recovery, and Intracel
will receive thirty percent (30%) of the Net Recovery; and (ii) if the Intracel is the Initiating Party, Intracel will receive
seventy percent (70%) of the Net Recovery, and Vaccinogen will receive thirty percent (30%) of the Net Recovery.


 




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ARTICLE
6


 


Confidentiality


 


6.1          Confidentiality
Obligations. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential
Information” for all purposes hereunder. Each Party agrees that, for the term of this Agreement and for five (5) years
thereafter, such Party shall, and shall ensure that its officers, directors, employees and agents shall, keep completely confidential
(using at least the same standard of care as it uses to protect proprietary or confidential information of its own, but in no event
less than reasonable care) and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder
any Confidential Information furnished to it by the other Party pursuant to this Agreement (including, without limitation, know-how
of the disclosing Party). The foregoing obligations shall not apply to any Information disclosed by a Party hereunder to the extent
that the receiving Party can demonstrate with competent evidence that such Information:


 


(a)          was
already known to the receiving Party or its Affiliate, other than under an obligation of confidentiality, at the time of disclosure;


 


(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)          was
subsequently lawfully disclosed to the receiving Party or its Affiliate by a Third Party other than in contravention of a confidentiality
obligation of such Third Party to the disclosing Party; or


 


(e)          was
independently developed or discovered by employees of the receiving Party or its Affiliates who had no access to the Confidential
Information of the disclosing Party.


 


6.2          Authorized
Disclosure. A Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is
reasonably necessary in the following instances:


 


(a)          Complying
with applicable law or governmental regulations; and


 




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(b)          Disclosure,
in connection with the performance of this Agreement, to Affiliates, sublicenses, employees, consultants, subcontractors or agents,
each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use no less stringent than those
set forth in this Article 6.  


 


Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the
other Party’s Confidential Information pursuant to Section 6.2(a), it will, except where impracticable, give reasonable
advance notice to the other Party of such disclosure and use efforts to secure confidential treatment of such information at least
as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts.


 


6.3           Confidentiality
of Agreement Terms. The Parties acknowledge that the terms of this Agreement shall be treated confidentially as Confidential
Information of both Parties. Notwithstanding the foregoing, such terms may be disclosed by a Party to investment bankers, investors,
and potential investors or acquirers, in the context of a potential transaction, each of whom prior to disclosure must be bound
by similar obligations of confidentiality and non-use no less stringent than those set forth in this Article 6. The Parties will
consult with each other on the provisions of this Agreement to be redacted in any filings made by the Parties with the Securities
and Exchange Commission or as otherwise required by applicable law or government regulations


 


6.4           Publicity.
Any publication, news release or other public announcement relating to this Agreement or to the performance hereunder and containing
information not previously disclosed to the public, shall first be reviewed by both Parties (wherein each Party will have an opportunity
to comment upon on such publication, news release or other public announcement); provided, however, that any disclosure
that is required by law as advised by the disclosing Party’s counsel may be made without the prior consent of the other Party,
although the other Party shall be given prompt notice of any such legally required disclosure and to the extent practicable shall
provide the other Party an opportunity to comment upon the proposed disclosure.


 


ARTICLE
7


 


Representations
and Warranties


 


7.1           Representations
and Warranties of Vaccinogen. Vaccinogen hereby represents and warrants to Intracel that, as of the Effective Date:


 


(a)          Corporate
Power. Vaccinogen is duly organized and validly existing under the laws of State of Delaware and has full corporate power and
authority to enter into this Agreement and to carry out the provisions hereof.


 


(b)          Due
Authorization. Vaccinogen is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
The person executing this Agreement on Vaccinogen’s behalf has been duly authorized to do so by all requisite corporate action.


 




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(c)          Binding
Agreement. This Agreement is a legal and valid obligation binding upon Vaccinogen and enforceable in accordance with its terms.
The execution, delivery and performance of this Agreement by Vaccinogen does not conflict with any agreement, instrument or understanding,
oral or written, to which it is a party or by which it may be bound.


 


(d)          Validity.
Vaccinogen is aware of no action, suit or inquiry or investigation instituted by any person or entity that questions or threatens
the validity of this Agreement.


 


7.2           Representations
and Warranties of Intracel. Intracel hereby represents and warrants to Vaccinogen that, as of the Effective Date:


 


(a)          Corporate
Power. Intracel is duly organized and validly existing under the laws of State of Delaware and has full corporate power and
authority to enter into this Agreement, to grant the licenses granted hereunder, and to carry out the provisions hereof.


 


(b)          Due
Authorization. Intracel is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder.
The person executing this Agreement on Intracel’s behalf has been duly authorized to do so by all requisite corporate action.


 


(c)          Binding
Agreement. This Agreement is a legal and valid obligation binding upon Intracel and enforceable in accordance with its
terms. The execution, delivery and performance of this Agreement by Intracel does not conflict with any agreement, instrument
or understanding, oral or written, to which it is a party or by which it may be bound.


 


(d)          Validity.
Intracel is aware of no action, suit or inquiry or investigation instituted by any person or entity that questions or threatens
the validity of this Agreement.


 


7.3           Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 7, EACH PARTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


 


ARTICLE
8


 


Indemnification


 


8.1           Indemnification
by Intracel. Unless otherwise provided herein, Intracel agrees to indemnify, hold harmless, and defend Vaccinogen, its Affiliates,
and their respective directors, officers, employees, and agents (the “Vaccinogen Indemnitees”) from
and against any and all third party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable
legal expenses and attorneys’ fees (collectively, “Claims”), to the extent arising, directly or
indirectly, out of any of the following:


 




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(a)          a
breach by Intracel of a representation, warranty, or covenant of this Agreement; or


 


(b)          the
negligence, recklessness or willful misconduct of Intracel.


 


Such indemnity shall not apply if Vaccinogen fails to comply with the
indemnification procedures set forth in Section 8.3 or to the extent that the Claim was the result of any breach by Vaccinogen
of this Agreement or the negligence, recklessness or willful misconduct of a Vaccinogen Indemnitee.


 


8.2           Indemnification
by Vaccinogen. Unless otherwise provided herein, Vaccinogen agrees to indemnify, hold harmless, and defend Intracel, its Affiliates,
and their respective directors, officers, employees, and agents (the “Intracel Indemnitees”) from and
against any and all Claims, to the extent arising, directly or indirectly, out of any of the following:


 


(a)          a
breach by Vaccinogen of a representation, warranty, or covenant of this Agreement; or


 


(b)          Vaccinogen’s
exercise of the rights granted under Section 2.1 or 3.5 of this Agreement, including without limitation the research, development,
manufacture, possession, storage, transport, importation, use, sale, marketing, or distribution of Licensed Products by Licensee
or its Affiliates or (sub)licensees; or


 


(c)          any
failure on the part of Vaccinogen to perform and discharge, on a timely basis, the liabilities and obligations assumed by Vaccinogen
pursuant to Section 3.5(c).


 


Such indemnity
shall not apply if Intracel fails to comply with the indemnification procedures set forth in Section 8.3 or to the extent that
the Claim was the result of any breach by Intracel of this Agreement or the negligence, recklessness or willful misconduct of Intracel.


 


8.3           Control
of Defense. Any entity entitled to indemnification under this Article 8 shall give written notice to the indemnifying
Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. Within a reasonable time after
receiving such notice, the indemnifying Party shall assume the defense of such Claims with counsel reasonably satisfactory to
the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party
may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim.
The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the
indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle
any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating
thereto or (b) adversely impacts the rights granted to the indemnified Party under this Agreement, unless the indemnified Party
otherwise agrees in writing.


 




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8.4           Insurance.
Vaccinogen, at its own expense, shall maintain general liability insurance (including clinical trial insurance and product
liability insurance) in an amount consistent with industry standards during the term of the Agreement and shall name Intracel as
an additional insured with respect to such insurance. Vaccinogen shall provide a certificate of insurance evidencing such coverage
to Intracel upon request.


 


ARTICLE
9 


 


Term;
Termination.


 


9.1           Term.
The term of this Agreement shall commence upon the Effective Date and shall continue indefinitely unless terminated pursuant
to Section 9.2 or Section 9.3 or by mutual written agreement of the Parties.


 


9.2           Termination
for Cause. If either Party believes that the other Party is in material breach of this Agreement, then such Party may deliver
notice of such material breach to the other Party. In such written notice, the noticing Party shall identify the actions or conduct
that such Party would consider to be an acceptable cure of such material breach. If the breaching Party fails to cure such material
breach within sixty (60) days after the receipt of such notice, then the noticing Party shall be permitted to terminate this Agreement,
effective at the end of such sixty (60) day period. In addition, either Party may immediately terminate this Agreement by written
notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment
of a receiver for its businesses or assets, becomes subject to any proceedings under any bankruptcy or insolvency laws (which proceedings
or appointment is not terminated within 30 days), or has wound up or liquidated, voluntarily or otherwise.


 


9.3           Termination
by Intracel.


 


(a)          Intracel
shall have the right to terminate this Agreement immediately upon written notice to Vaccinogen if Vaccinogen does not fully satisfy
its obligations set forth in Sections 4.2(a), 4.2(b), and Section 4.3 within thirty (30) days after the Effective Date or if Vaccinogen
does not fully satisfy by the applicable deadline any obligation undertaken by Vaccinogen pursuant to Section 4.2(c).


 


(b)          Intracel
shall have the right to terminate this Agreement upon six (6) months written notice to Vaccinogen if, as of July 1, 2009,
Vaccinogen has not received cash investments of at least $15,000,000 in connection with bona fide equity financings, unless
during such six (6) month period additional cash is invested in Vaccinogen such that the aggregate cash investments in
Vaccinogen in connection with bona fide equity financings equals or exceeds $15,000,000 by the end of such period. If
Intracel terminates the Agreement under this Section 9.3(b), Intracel shall issue to each of Vaccinogen’s investors a
promissory note in an amount equal to such investor’s investment in Vaccinogen prior to such termination, each of which
note shall secured by the Technology (but specifically excluding any patents or patent applications owned by Organon) shall
be pari passu to the most senior debt of Intracel then outstanding, and shall be subordinate to any debt issued in connection
with investments in Intracel following such termination.


 




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9.4           Effect
of Termination. Upon any termination of this Agreement:


 


(a)          all
licenses granted under Article 2 shall automatically terminate and revert to Intracel;


 


(b)          any
sublicense granted under the Licensed Patents or Licensed Know-How by Vaccinogen shall automatically terminate and be of no further
force or effect;


 


(c)          all
rights to the Technology shall automatically revert to Intracel to the fullest extent allowed by applicable law, and Vaccinogen
shall undertake all commercially reasonable efforts necessary to return, reassign and transfer (at Vaccinogen’s expense)
all patents, patent applications, Information, regulatory filings, and other aspects of the Technology provided, transferred, and/or
assigned to Vaccinogen under this Agreement prior to the date of termination;


 


(d)          Intracel
shall have the option, at its sole discretion, to purchase some or all of any TICE BCG remaining in Vaccinogen’s possession
or control at the per-unit price paid by Vaccinogen for such TICE BCG. In the event that Intracel exercises this option, Vaccinogen
shall transfer the desired quantity of TICE BCG to Intracel or Intracel’s designee within thirty (30) days after such exercise.


 


(e)          all
outstanding obligations to Organon in connection with the rights and licenses reverting back to Intracel under articles (a), (b)
and (c) of this section 9.4 shall also revert back to Intracel; and


 


(f)          except
in the event of a termination based on Intracel’s material breach, at Intracel’s request, the Parties shall negotiate
in good faith a license from Vaccinogen to Intracel to enable the continued research, development, and commercialization of Licensed
Products by Intracel, its Affiliates, or sublicensees, which license shall be on commercially reasonable terms.


 


9.5           Surviving
Obligations. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to
such expiration or termination. Sections 4.1 (last sentence only), 4.6, 9.3(b), 9.4, and 9.5, and Articles 6, 8, 10, 11, and 12
of this Agreement shall survive termination or expiration of this Agreement.


 


ARTICLE
10


 


Governing
Law; Dispute Resolution.


 


10.1         Governing
Law. This Agreement shall be governed by the laws of the State of New York, without regard to any conflicts of law principles
that would provide for application of the law of a jurisdiction other than New York.


 




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10.2         Legal
Compliance. The Parties shall review in good faith and cooperate in taking such actions to ensure compliance of this Agreement
with all applicable laws.


 


ARTICLE
11


 


Arbitration


 


11.1         Disputes.
The Parties recognize that disputes as to certain matters may arise from time-to-time during the term of this Agreement. 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 Article 11 to resolve any such issues or disputes. 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.


 


11.2         Escalation.
Prior to taking action as provided in Section 11.3 or 11.4 of this Agreement, the Parties shall first submit such dispute
to the Parties’ respective Senior Executives for resolution. The Senior Executives to whom any dispute is submitted shall
attempt to resolve the dispute through good faith negotiations over a reasonable period, not to exceed forty-five (45) calendar
days, unless the Senior Executives mutually agree in writing to extend such period of negotiation. Such forty-five (45) calendar
day period shall be deemed to commence on the date the dispute was submitted to the Senior Executives. The Senior Executives
shall, if mutually agreed by the Senior Executives, submit the dispute to voluntary mediation at such place and following such
procedures as the Parties shall reasonably agree. All negotiations pursuant to this Section 11.2 shall be confidential, and shall
be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.


 


11.3         Arbitration.
Any dispute that is not resolved by the Parties by negotiation and/or mediation pursuant to Sections 11.1 and/or 11.2 above
shall, upon the submission of a written request of either Party to the other Party, be resolved exclusively by binding arbitration
before a three-person panel of arbitrators (the “Panel”), conducted in accordance with the rules of
arbitration of the American Arbitration Association for commercial disputes (the “Rules”), except to
the extent that such Rules are inconsistent with this Agreement. Each Party shall select one independent, neutral arbitrator (a
“Party Arbitrator”), and shall notify the other Party of its selection of such Party Arbitrator within
twenty (20) days after receipt by one Party of the other Party’s written request for binding arbitration. The two (2) Party
Arbitrators shall then mutually select a third arbitrator (a “Neutral Arbitrator”) in accordance with
the Rules. The Panel shall resolve the dispute in accordance with this Agreement and the substantive rules of law (but not the
rules of procedure or conflicts of laws) that would be applied by a federal court sitting in [city], [state]. The final decision
of the Panel shall be the sole and exclusive remedy of the Parties, shall be final and shall be fully and irrevocably accepted
by the Parties. The prevailing Party may enforce such decision against the other Party in any court having jurisdiction. The arbitration
shall take place in Frederick, MD and shall be conducted in the English language. The Parties agree that they shall share equally
the cost of the arbitration filing and hearing fees, and the cost of the arbitrators that constitute the Panel. Each Party shall
bear its own attorneys’ and expert fees and all associated costs and expenses.


 




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11.4         Court
Actions. Notwithstanding the above, to the full extent allowed by law, either Party may bring an action in any court of competent
jurisdiction for injunctive relief (or any other provisional remedy) to protect the Parties’ rights or enforce the Parties’
obligations under this Agreement pending final resolution of any claims related thereto in an arbitration proceeding as provided
above. In addition, either Party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to
the validity, construction, scope, enforceability, infringement or other violations of patents or other proprietary or intellectual
property rights. The Parties shall use their reasonable efforts to conduct all dispute resolution procedures under this Agreement
as expeditiously, efficiently and cost-effectively as possible.


 


ARTICLE
12


 


General
Provisions.


 


12.1         Notices.
All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given
(a) upon personal delivery to the Party to be notified at the address set forth below, (b) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, to the address set forth below, (c) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day delivery to the address set forth below, with written
verification of receipt, or (d) upon confirmation of receipt if sent by facsimile to the number set forth below.


 


To
Intracel:


 


Intracel
Holdings


550
Highland Street, Frederick, MD 21701


Attn:
Mitchell Finer


Fax:
301 668 4809


 


To
Vaccinogen:


 


Vaccinogen,
Inc.


Frederick
MD 21703


Attn:
Michael G. Hanna, Jr., Ph.D.


Phone:
301 793 7736


 


Any Party
may, by written notice to the other, designate a new address or fax number to which notices to the Party giving the notice shall
thereafter be mailed or faxed.


 


12.2         Force Majeure. No
Party shall be liable for any delay or failure of performance to the extent such delay or failure is caused by circumstances
beyond its reasonable control and that by the exercise of due diligence it is unable to prevent, provided that the Party
claiming excuse uses its best efforts to overcome the same.


 




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12.3         Entirety
of Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter
contained herein and merges all prior discussions and agreements between them, and no Party shall be bound by any representation
other than as expressly stated in this Agreement or a written amendment to this Agreement signed by authorized representatives
of each of the Parties.


 


12.4         Non-Waiver.
The failure of a Party in any one or more instances to insist upon strict performance of any of the terms and conditions of
this Agreement shall not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such
terms or conditions on any future occasion.


 


12.5         Independent
Contractors. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to
give either Party the power or authority to act for, bind or commit the other Party in any way. Nothing herein shall be construed
to create the relationship of partnership, principal and agent, or joint venture between the Parties.


 


12.6         Severance.
If any Article or part thereof of this Agreement is declared invalid by any court of competent jurisdiction, or any government
or other agency having jurisdiction over either Vaccinogen or Intracel deems any Article or part thereof to be contrary to any
antitrust or competition laws, then such declaration shall not affect the remainder of the Article or other Articles. To the extent
possible the Parties shall revise such invalidated Article or part thereof in a manner that will render such provision valid without
impairing the Parties’ original intent.


 


12.7         Assignment.
Except as provided in this Section, neither Party shall delegate duties of performance or assign, in whole or in part, rights
or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld,
and any attempted delegation or assignment without such written consent shall be of no force or effect; provided, however,
such consent shall not be required for an assignment of the Agreement by a Party to its Affiliate or to its successor in interest
in connection with an merger, acquisition or similar transaction of such Party or a sale of all or substantially all of such Party’s
assets to which this Agreement relates. Subject to the restrictions contained in the preceding sentence, this Agreement shall be
binding upon, and inure to the benefit of, the successors and assigns of the Parties.


 


12.8         Bankruptcy.
All rights and licenses granted under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n)
of Title 11, U.S. Code (the “Bankruptcy Code”), licenses of rights to “intellectual property”
as defined under Section 101 of the Bankruptcy Code. In the event of commencement of a bankruptcy proceeding by or against a Party
under the United States Bankruptcy Code, the other Party shall be entitled to a complete duplicate of (or complete access to,
as appropriate) any intellectual property licensed to such other Party hereunder, and all embodiments of such intellectual property,
if not already in its possession, shall be promptly delivered to such other Party.


 




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12.9         Headings.
The headings contained in this Agreement have been added for convenience only and shall not be construed as limiting.


 


12.10         Limitation
of Liability. NO PARTY SHALL BE LIABLE TO ANOTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO LOST PROFITS, ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY
OF SUCH DAMAGES. NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE DAMAGES AVAILABLE TO A PARTY FOR THE OTHER PARTY’S
BREACH OF ITS OBLIGATIONS UNDER ARTICLE 6 OR THE RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER ARTICLE 8.


 


12.11         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute
together the same document.


 




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INTRACEL
– 10/10/07


CONFIDENTIAL


 


In
Witness Whereof, the Parties hereto have duly executed this License Agreement.


 


	 	[Intracel Acquisition Holding Company]
	 	 
	 	By:	/s/ Mitchell Finer
	 	 
	 	Name: Mitchell Finer, Ph.D.
	 	 
	 	Title: Chief Executive Officer
	 	 
	 	Vaccinogen, Inc.
	 	 
	 	By:	/s/ Michael G. Hanna, Jr.
	 	 
	 	Name: Michael G. Hanna, Jr., Ph.D.
	 	 
	 	Title: Chairman & Chief Executive Officer