Exhibit 10.18


 


ANTIBODY LICENSE AGREEMENT


 


This Antibody License Agreement
(“Agreement”) is entered into effective December 20, 2012 (“Effective Date”) by Open Monoclonal
Technologies, Inc. (“OMT”), a Delaware corporation having its principal place of business at 2747 Ross Road, Suite A,
Palo Alto, CA 94303 and CNA Development LLC (“Licensee”), a Delaware limited liability company, having its principal
place of business at [***].


 


WHEREAS Licensee is in the
business of performing research aimed at discovering and developing biopharmaceutical products, and has proprietary or license rights
relating to certain technology used in such research and molecules discovered or developed in such research;


 


WHEREAS, OMT owns, controls
and/or possesses certain intellectual property rights, know-how, and other trade secrets relating to generation of human antibodies using
a transgenic rat platform;


 


WHEREAS Licensee wishes for
OMT to use certain antigens delivered by Licensee to OMT with OMT’s transgenic rats to generate and deliver to Licensee sera and
OMT rats that have been immunized with such antigens;


 


NOW, THEREFORE, in consideration
of their mutual promises to each other, hereinafter stated, the Parties agree as follows:


 


		1.	Definitions.



 


1.1          “Affiliate”
shall mean, with respect to a Party, any corporation or other entity that controls, is controlled by, or is under common control with
that Party. For the purpose of this definition, “control” means: (a) the possession, directly or indirectly, of the power
to direct the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise, or (b) the
ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of such entity; and in the case of both (a) and
(b), only for so long as such control shall continue.


 


1.2          “Antigen”
shall mean an agent Licensee provides to OMT hereunder that OMT shall use to perform immunizations, in accord with the protocol reflected
in the Research Plan in Appendix A, of Rats and subsequently provide Licensee with immunized OMT Rats, or the spleens or other sources
of antibodies derived from such OMT Rats.


 


1.3          “Antigen
Restrictions” shall mean that OMT shall not use the specific Antigen(s) materials delivered by Licensee for any purpose
other than the performance of the research and development activities described in this Agreement.


 


1.4          “Commercialization”
shall mean (including variations such as Commercialize and the like) the performance of any and all activities directed to promoting,
marketing, importing, exporting, distributing, selling or offering to sell (including pre marketing), and post marketing drug surveillance
of Licensed Product or, to the extent expressly permitted under this Agreement, to have any of those activities performed by a Third Party.


 






     


     


    

 


1.5          “Commercial
Fee” means the Commercial Fee of $[***] as further described in Section 4.


 


1.6          “Deliverable”
shall mean those materials OMT provides to Licensee following receipt of Antigen, as described in the Research Plan.


 


1.7          “Field”
means the treatment or diagnosis of all diseases in humans and animals.


 


1.8          “First
Commercial Sale” means, with respect to any country, the first sale to a Third Party of a Licensed Product in such country by
or on behalf of Licensee or any of its Affiliates or licensees after the granting of Regulatory Approval with respect to such country.


 


1.9          “Licensed
Product” means a pharmaceutical product developed by or on behalf of Licensee derived from an OMT Antibody(ies).


 


1.10        “Marketing
Authorization” means, with respect to a jurisdiction, any approval (including all applicable pricing and governmental reimbursement
approvals) required from the relevant Regulatory Authority to market and sell a Licensed Product in such jurisdiction.


 


1.11        “Milestone
Event” means each event described in Section 4.3 below.


 


1.12        “OMT
Antibody(ies)” means a molecule or a gene encoding a molecule comprising or containing one or more immunoglobulin variable domains
or parts of such domains, or any existing or future fragments, variants, fusion proteins, modifications or derivatives of such molecule
or gene generated through use of Rats and/or OMT Rats.


 


1.13        “OMT
Intellectual Property” shall mean all patents and patent applications listed in Appendix E, and continuations, divisionals,
renewals, substitutes, extensions, conversions, continuations-in-part, reissues, provisionals, and reexaminations thereof.


 


1.14        “Party”
means OMT or Licensee. “Parties” means both OMT and Licensee.


 


1.15        “Phase
I Clinical Trial” shall mean a human clinical trial of a Licensed Product that is designed to initially evaluate the safety,
metabolism and pharmacokinetics of a Licensed Product or that would otherwise satisfy the requirements defined in 21 C.F.R. 312.21(a) or
other comparable regulation imposed by the FDA, the EMEA, or their foreign counterparts for an equivalent clinical trial in a country
in the Territory.


 


1.16        “Phase
II Clinical Trial” means a well-controlled clinical trial in patients, designed to evaluate clinical efficacy and safety of
a Licensed Product, for one or more indications, as well as to obtain an indication of the dosage regimen required, or that would otherwise
satisfy the requirements defined in 21 CFR 312.21(b), or other comparable regulation imposed by the FDA, the EMEA or their foreign counterparts
for an equivalent clinical trial in a country in the Territory.


 






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1.17        “Phase
III Clinical Trial” means a pivotal human clinical trial in any country, designed to be used to establish safety and efficacy
of a Licensed Product as a basis for a Marketing Authorization application that would satisfy the requirements defined in 21 C.F.R. 312.21(c),
or other comparable regulation imposed by the FDA, the EMEA or their foreign counterparts for an equivalent clinical trial in a country
in the Territory.


 


1.18        “Rats”
means rats that have been genetically modified by OMT to have inactivated endogenous immunoglobulin loci and transgenic immunoglobulin
loci.


 


1.19        “Regulatory
Authority” means the FDA, the EMEA or any national or local agency, authority, department, inspectorate, minister, ministry
official, parliament or public or statutory person (whether autonomous or not) of any government of any country having jurisdiction over
any of the activities contemplated by this Agreement or the Parties, or any successor bodies thereto.


 


1.20        “Research
Plan” means the activities described in Appendix A.


 


1.21        “Research
Term” means the period from the Effective Date until OMT receives the full Commercial Fee from Licensee or termination of the
Agreement, if earlier.


 


1.22        “Sequence
Report” shall have the meaning set forth in Section 2.4.1.


 


1.23        “Sera
Research Term” means the period from OMT’s delivery of the Sera to Licensee, until Licensee’s selection of Rats
pursuant to Section 2.1.


 


1.24        “Territory”
means worldwide.


 


1.25        “Third
Party” means any individual or entity other than a Party or a Party’s Affiliates.


 


		2.	Research Activities.



 


2.1          OMT
Services. Within [***] days after the Effective Date, Licensee shall deliver to OMT [***] Antigens. OMT shall use the Antigens provided
by Licensee solely for executing the activities under the Research Plan in Appendix A. OMT will use commercially reasonable efforts to
(a) immunize Rats with such Antigens, (b) deliver to Licensee sera from such immunized Rats (“Sera”) for
Licensee analysis, and (c) deliver to Licensee the Rats that have received such immunizations and have been selected by Licensee
pursuant to such Sera analysis (“OMT Rats”); all of the foregoing, pursuant to the OMT Research Plan attached hereto
as Exhibit A (the “OMT Services”).


 


2.2          Licensee
Activities During the Research Term, pursuant to the Licensee Research Plan attached hereto as Appendix B (the “Licensee
Activities”) and all terms and conditions herein, Licensee may perform research and development activities with respect to the
Sera, OMT Rats, and OMT Antibodies.


 






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2.2.1          Licensee
may only use the Sera internally, during the Sera Research Term, subject to compliance with all the terms and conditions herein, for the
sole purpose of determining which Rats to select pursuant to Section 2.1. Licensee shall not (and shall not permit others to) reverse
engineer or modify the Sera in any manner. For avoidance of doubt, OMT owns the [***] ([***], and Licensee hereby makes all assignments
necessary to achieve ownership of such [***]).


 


2.3          Substitutions.
If the Sera or OMT Rats fail to provide OMT Antibodies suitable for further development, Licensee may provide written notice to OMT and
identify [***] additional Antigen to be used for immunization of Rats at no additional cost.


 


2.4          Reports.
During the Research Term, within [***] of each [***] anniversary of the Effective Date, Licensee shall deliver to OMT a semi-annual report,
in a form reasonably acceptable to OMT, (a) detailing the [***] pursuant to this Agreement during the previous [***] [***] period,
including without limitation Licensee’s use of the OMT Rats, and (b) detailing the [***] the OMT Rats, including without limitation
identification of each facility in which OMT Rats are kept. Upon OMT’s receipt of the Commercial Fee from Licensee, until OMT’s
receipt of the last milestone payment hereunder, upon each [***] anniversary of the end of the Research Term, Licensee shall deliver to
OMT an [***] report, in a form reasonably acceptable to OMT, detailing [***] with respect to the OMT Antibodies and Licensed Products
during the previous calendar year (“Annual Report”).


 


2.4.1          Sequence
Reporting. Licensee shall deliver to OMT a report describing the amino acid sequence(s) of any OMT Antibodies first described
or claimed in any patent application filed by Licensee (“Sequence Report”). Licensee shall submit the Sequence Report
to OMT within [***] of the filing date of any patent application first describing or claiming any OMT Antibodies. OMT shall treat the
Sequence Report as Licensee’s Confidential Information until such time that the sequence information becomes publicly available,
or is otherwise no longer Confidential Information. OMT shall use the information reflected in the Sequence Report solely for purposes
of monitoring the development or Commercialization activities of Licensee using OMT Antibodies and/or Licensed Products and assessing
Licensee’s financial obligations associated with such activities.


 


2.5          Maintenance
of the OMT Rats. Licensee will be responsible for the keeping and maintenance of the OMT Rats transferred to Licensee, and shall at
all times keep and maintain the OMT Rats in accordance with the provisions set forth on Appendix C, at facilities within the United States
that are owned and controlled by Licensee. Notwithstanding the foregoing, Licensee may keep and maintain the OMT Rats at a facility within
the United States or Europe that is owned and controlled by [***] (“[***]”); provided Licensee must provide prior written
notice thereof to OMT, and provided Licensee shall remain responsible for [***] acts and omissions as if [***] were Licensee. Except as
expressly set forth in the previous sentence, Licensee shall not provide or make available any OMT Rats to any third party without OMT’s
express prior written consent, given on a case-by-case basis, in OMT’s sole discretion. OMT may inspect any facility in which OMT
Rats are kept or maintained at any time upon reasonable prior notice to Licensee (and Licensee shall require [***] afford OMT the same
right). Licensee acknowledges and agrees that the OMT Rats, together with any related biological material or substance that is replicated,
synthesized or in any way derived from the OMT Rats, include and constitute valuable trade secrets


 






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of OMT, and OMT has used diligent efforts to maintain
such items as its trade secrets and Confidential Information.


 


		3.	Intellectual Property Rights.



 


3.1          Ownership
of and License to OMT Rats- Research Term. During the Research Term, subject to compliance with all of the terms and conditions herein,
OMT hereby grants to Licensee a [***] license [***] the (a) OMT Rats, [***] pursuant to the Licensee Research Plan of Appendix B,
and (b) OMT Intellectual Property, [***] in (a). Licensee shall not (and shall not permit others to) reverse engineer or modify the
OMT Rats in any manner, breed or attempt to breed the OMT Rats or otherwise produce or attempt to produce any progeny or derivatives of
any OMT Rats, or subject the OMT Rats to testing procedures or protocols that may reveal information regarding ingredients or quantities.
For avoidance of doubt, OMT owns the OMT Rats (and any derivative, modification, progeny or improvement (“OMT Rat Progeny”)
thereof created in violation of this Agreement, and Licensee hereby makes all assignments necessary to achieve such ownership of such
OMT Rat Progeny).


 


3.2          Ownership
of and License to OMT Antibodies - Research Term. During the Research Term, subject to compliance with all of the terms and conditions
of this Agreement, OMT hereby grants Licensee a [***] right and license [***] the (a) OMT Antibodies to execute under the Licensee
Research Plan, and (b) OMT Intellectual Property, [***]. Unless and until OMT receives the full Commercial Fee from Licensee during
the Research Term, [***] shall own the OMT Antibodies and Licensed Products and all rights therein (and Licensee hereby makes all assignments
necessary to achieve such ownership).


 


3.3          Ownership
of and License to OMT Antibodies & Commercial Payment. Upon OMT’s receipt of the full Commercial Fee from Licensee,
OMT grants to Licensee a non-royalty, fee-bearing, non-exclusive, worldwide license, with the right to sublicense, to the OMT Intellectual
Property, solely to the extent necessary to develop and Commercialize Licensed Product(s). Upon payment of the Commercial Fee, Licensee
shall become the sole and exclusive owner, even as to OMT, of the OMT Antibodies and any Licensed Products and all rights therein, and
OMT hereby makes all assignments necessary to perfect ownership in such OMT Antibodies and/or Licensed Products wherein said assignments
are contingent upon payment of the Commercial Fee.


 


3.4          Section 365(n) of
the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement, are rights to “intellectual
property” (as defined in Section 101(35A) of Title 11 of the United States Code, as amended (such Title 11, the “Bankruptcy
Code”)). OMT and Licensee hereby acknowledge that (i) copies of research data, (ii) laboratory samples, (iii) product
samples and inventory, (iv) formulas, (v) laboratory notes and notebooks, (vi) all Data and results related to pre-clinical
and clinical Studies, (vii) Regulatory Filings and Regulatory Approvals, (viii) rights of reference in respect of Regulatory
Filings and Regulatory Approvals, (ix) and pre-clinical research data and results, constitute “embodiments” of intellectual
property pursuant to Section 365(n) of the Bankruptcy Code. Provided that the other Party at all times remains in good standing
under the terms of this Agreement, each of OMT and Licensee agree not to interfere with the other Party’s exercise of rights and
licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and


 






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agree to use reasonable efforts to assist the
other Party to obtain such intellectual property and embodiments thereof as reasonably necessary for the other Party to exercise such
rights and licenses in accordance with this Agreement.


 


3.5          Patent
Prosecution. During the Research Term, neither Party shall file any patent application with respect to the OMT Antibodies or Licensed
Products, without the written consent of the non-filing party, such consent not to be unreasonably withheld. Unless and until OMT receives
the full Commercial Fee from Licensee, neither Party shall have the right to file, prosecute, and maintain any patents or patent applications
relating to the OMT Antibodies or Licensed Products., without the written consent of the non-filing party, such consent not to be unreasonably
withheld. At Licensee’s request and expense, OMT shall reasonably assist Licensee with such prosecution.


 


3.6          Reservation
of Rights. Except for the rights specifically and unambiguously granted in this Agreement, no right or license under any intellectual
property right controlled by either Party is granted or implied. Nothing herein shall be construed to limit or restrict, in any manner,
OMT’s ability to use and exploit, or allow any party to use or exploit, the Rats and/or any materials derived or developed therefrom
(including antibodies or pharmaceutical products) outside the scope of this Agreement. Licensee understands and agrees that, notwithstanding
anything to the contrary herein, OMT may perform immunization services to third parties with respect to targets provided by such third
parties, which may produce similar or identical antibodies to the OMT Antibodies.


 


		4.	Financial Terms.



 


4.1          Initial
Research Fee. Within [***] after the Effective Date, Licensee shall pay OMT a research fee (the “Initial Research Fee”)
of [***] ($[***]). The Initial Research Fee is consideration for OMT conducting immunizations of Rats with [***] substitutable Antigens
provided by Licensee to OMT, and providing OMT Rats, or other Deliverables (which may include Sera), to Licensee as specified in the Research
Plan.


 


4.2          Research
Renewal Fees.


 


Licensee shall have the option
to renew the Agreement on a [***] during the first [***] of the Research Term. Licensee shall provide written notice to OMT, so long as
the Agreement is not otherwise terminated, no later than [***] prior to the end of each [***] period during [***] advising whether Licensee
will continue under the Agreement into the next [***] term based on Licensee’s evaluation of the current Research period’s
activities. Upon providing written notice of Licensee’s intent to continue with the Agreement for the next period, Licensee shall
pay [***], payable within [***] after the end of each [***] period. (“Supplemental License Fee”). Failure to timely pay such
fees shall result in termination of any Research License(s). Licensee shall pay no more than [***] in Supplemental License Fees during
the Research Term. Should Licensee provide written notice of its intent to discontinue work under the Agreement during the Research Term,
the Agreement would terminate in its entirety [***] subsequent to the date Licensee provided such written notice and no further Supplemental
License Fees shall be due to OMT.


 






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4.3          Milestones.
Licensee shall pay to OMT the following milestone payments, provided that each milestone payment shall only be payable once, for the first
Licensed Product generated against each Antigen to achieve such Milestone Event, regardless of whether each Milestone Event was achieved
by Licensee, its Affiliates, or any licensees, or regardless of how many Licensed Products to such Antigen are developed or Commercialized:


 


	Milestone Event	(U.S.$) Payment
	 	 
	[***]	[***]
	 	 
	[***]	[***]
	 	 
	[***]	[***]
	 	 
	[***]	[***]
	 	 
	[***]	 
	 	 
	[***]	[***]
	 	 
	[***]	[***]
	 	 
	[***]	[***]


 


For avoidance of doubt, Licensee
shall be responsible for all marketing, regulatory, development, and Commercialization costs directed towards obtaining Regulatory Approval
and/or sale of Licensed Products in the Territory. Each milestone payment due shall be made within [***] after the achievement of the
applicable Milestone Event.


 


4.4          Reports.
All Milestone Event payments shall be accompanied by a report that includes reasonably detailed information regarding the development
and commercialization activities that occurred with respect to the achievement of a particular Milestone Event.


 


4.5          Records.
Licensee shall keep complete and accurate books and records pertaining to its development and Commercialization activities hereunder (including
activities and events that led to the achievement of Milestone Events) for a period of at least [***] after the relevant payment is owed
pursuant to this Agreement or for the period of time required by applicable law, whichever is longer.


 


Method
of Payment. OMT shall submit invoices in accordance with the instructions supplied to OMT by the [***]. All invoices must reference
a valid Purchase Order (PO) Number which Licensee shall provide to OMT within [***] after the Effective Date. Invoices shall be sent to
the [***] group via [***], since OMT is established with a web invoice account, and copies of the invoice should concurrently be sent
to [***]. OMT should contact the [***] at [***] with any questions related to OMT status, payments or invoices. Invoices shall provide
sufficient detail and supporting documentation for and including a breakdown of all relevant expenses. Invoices shall be due and payable
within [***] after Licensee’s receipt thereof. Licensee reserves the right to


 






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return to OMT unprocessed and unpaid any invoices
that do not contain or reference the foregoing information. Invoices will be provided to Licensee no more than [***] after the date on
which the applicable payment becomes due. [***], acting as paying agent for Licensee, will make certain payments due under this Agreement,
and Licensee shall reimburse [***] for all such payments. OMT shall not send any invoices with respect to the Research Plan, and no claim
from OMT for payment (including any amount for fees or expenses) will be allowed for any work conducted by OMT with respect to the Research
Plan, prior to both parties’ duly authorized representatives executing this Agreement and Licensee issuing a PO to OMT with respect
to such Research Plan.


 


All payments hereunder shall be made to Open Monoclonal
Technology, Inc. with Tax ID [***] and either mailed to [***] or wire transferred to [***], using ABA number [***] and account number
[***].


 


In the event that the Research Plan set forth
in Appendix A is modified and supplemental funding is required, the budget and reimbursement of costs may be modified by mutual written
consent of the parties.


 


For the avoidance of doubt, OMT shall be solely
responsible for paying its personnel any and all compensation due (including without limitation under the terms of their employment by
OMT or under operation of law) on account of their performance of any Research activities or any work hereunder on behalf of OMT, including
without limitation any compensation that may become due on account of Licensee’s exercise of any rights granted to it by OMT hereunder,
including without limitation in relation to any inventions.


 


Nothing contained in this
Agreement shall be construed in any manner as an obligation or inducement for any OMT personnel who are healthcare professionals to recommend
that patients purchase any products of Licensee or of any of its Affiliates.


 


		4.6	Taxes.



 


4.6.1          Any
amounts payable by Licensee to OMT hereunder are exclusive of any and all applicable sales, use, VAT, GST, excise, property, withholding,
and other taxes, levies, duties or fees (collectively, “Taxes”). Licensee will make all payments to OMT under this
Agreement without deduction or withholding for Taxes except to the extent that any such deduction or withholding is required by law in
effect at the time of payment.


 


4.6.2          Licensee
and OMT will cooperate with respect to all documentation required by any taxing authority or reasonably requested by Licensee to secure
a reduction in rate of applicable withholding taxes. On the date of execution of this Agreement, OMT will deliver to Licensee an accurate
and complete Internal Revenue Service Form W-9.


 


4.6.3          Any
Tax required to be withheld on amounts payable under this Agreement will promptly be paid by Licensee on behalf of OMT to the appropriate
governmental authority, and Licensee will furnish OMT with proof of payment of such Tax. Any such Tax required to be withheld will be
an expense of and borne by OMT.


 


4.6.4          If
Licensee had a duty to withhold taxes in connection with any payment it made to OMT under this Agreement but Licensee failed to withhold,
and such Taxes


 






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were assessed against and paid by Licensee, then
OMT will indemnify and hold harmless Licensee from and against such taxes (including interest). If Licensee makes a claim under this Section 4.8(d),
it will comply with the obligations imposed by Section 4.8(c) as if Licensee had withheld Taxes from a payment to OMT.


 


4.7          Late
Payments. Any amount owed under this Agreement that is not paid on or before the date such payment is due shall bear interest at a
rate per annum equal to the lesser of [***], calculated on the number of days such payments are paid after such payments are due and compounded
monthly. In addition, a non-paying Party shall reimburse the other Party for all costs, including attorneys’ fees and legal expenses,
incurred in the collection of late payments.


 


		5.	Term and Termination.



 


5.1          Term.
The term of this Agreement shall commence on the Effective Date and shall continue until all of Licensee’s payment obligations are
met, unless earlier terminated as set forth herein. For clarity, upon expiration of this Agreement, Licensee shall, subject to the terms
and conditions of this Agreement, continue to enjoy the rights granted hereunder to enable Licensee to research, develop, Commercialize,
or otherwise exploit any Licensed Products or OMT Antibodies identified by Licensee prior to termination of this Agreement.


 


5.2          Termination
for Convenience. Licensee may terminate this Agreement at any time upon [***] written notice to OMT.


 


5.3          Termination
for Breach. Either Party may terminate this Agreement upon a material breach of this Agreement by the other Party by providing [***]
written notice to the other Party. The termination shall become effective at the end of the notice period unless the breaching Party cures
such breach during such notice period or within a period otherwise agreed to in writing by the Parties. Notwithstanding the foregoing,
(a) if the breach, by its nature, is incurable, the non-breaching Party may terminate this Agreement immediately upon written notice
to the breaching Party, and (b) if Licensee misreports or fails to report any Milestone Event (in an Annual Report or otherwise),
OMT may terminate this Agreement [***] after written notice to Licensee. The termination shall become effective at the end of the notice
period unless Licensee cures the alleged misreporting and/or failure to pay during the notice period. Payments subsequently made under
[***].


 


5.4          Termination
for Insolvency. Either Party may terminate this Agreement immediately if the other Party files in any court or agency pursuant to
any statute or regulation of any state, county or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an
arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if such other Party is served with an involuntary
petition against it, filed in any insolvency proceeding, and such petition is not dismissed within [***] after the filing thereof, or
if such other Party shall propose to be a party to any dissolution or liquidation, or if such other Party shall make an assignment for
the benefit of its creditors.


 


		5.5	Effect of Expiration or Termination.



 


5.5.1          Upon
termination or expiration of this Agreement for any reason, all rights and licenses granted hereunder shall terminate, however the following
provisions shall


 






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survive termination or expiration of this Agreement:
Sections 3.6, 5, 6, 7.2.3, 8-11 (inclusive), and, to the extent development and Commercialization is permitted pursuant to the following
sentence, the second sentence of Section 2.4, Section 2.4.1, the first sentence of Section 3.3, and Section 4. Licensee
shall discontinue all development and Commercialization of the OMT Antibodies or Licensed Products; provided, however, unless this Agreement
is terminated as a result of any violation of Licensee’s (or its Affiliates’ or licensees’) obligations hereunder, with
respect to each Licensed Product for which Licensee has made a payment under Section 4.3, Licensee may continue to develop and commercialize
such Licensed Product unless and until Licensee ceases to pay in full all amounts set forth in Section 4.3 with respect to such Licensed
Product as they become due; upon any failure to pay such amounts, Licensee shall cease all development and Commercialization of such Licensed
Product (and shall cause its Affiliates and licensees to cease all such development and Commercialization). [***]. For avoidance of doubt,
without limiting the foregoing, if this Agreement terminates prior to the end of the Research Term, neither party shall have any right
to use, exploit, or file for patent protection on the OMT Antibodies or Licensed Products.


 


5.5.2          Within
[***] after the date of termination of this Agreement, Licensee shall pay to OMT all amounts that have accrued and are due hereunder on
or prior to the date of termination. Upon termination or expiration of this Agreement, each Party shall destroy (and certify destruction
of) all Confidential Information of the other Party, including any extracts, notes, modifications, or derivatives thereof; the foregoing
shall include, without limitation, Licensee’s destruction of, any and all OMT Rats and OMT Antibodies.


 


		6.	Confidentiality.



 


6.1          Definition.
 “Confidential Information” means the terms and provisions of this Agreement and other proprietary information and data
of a financial, commercial or technical nature that the disclosing Party (the “Disclosing Party”) or any of its Affiliates
has supplied or otherwise made available to the other Party (the “Receiving Party”) or its Affiliates. Notwithstanding
anything to the contrary, (i) during the Research Term, OMT Antibodies and Licensed Products are the Confidential Information of
both Parties, deemed disclosed by both Parties and (ii) upon OMT’s receipt in full of the Commercial Fee from Licensee, the
OMT Antibodies and Licensed Products will become the Confidential Information of Licensee, deemed disclosed by Licensee. The exceptions
set forth in Section 6.3.2 and 6.3.4 below shall not apply with respect to OMT Antibodies and Licensed Products. For avoidance of
doubt, the OMT Rats and the Sera are the Confidential Information of OMT.


 


6.2          Obligations.
The Receiving Party will protect all Confidential Information against unauthorized disclosure to Third Parties with the same degree of
care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care. The Receiving
Party will not use the Confidential Information except as necessary to exercise its rights and fulfill its obligations under this Agreement.
The Receiving Party may disclose the Confidential Information to its Affiliates, and their respective directors, officers, employees,
subcontractors, licensees, consultants, attorneys, accountants and banks (collectively, “Recipients”), who have a need-to-know
such information in order for Receiving Party to exercise its rights or fulfill its obligations under this Agreement or in connection
with diligence activities pursuant to financing or acquisition events, provided that the Receiving Party shall hold such


 






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Recipients to written obligations of confidentiality
with terms and conditions at least as protective of Disclosing Party’s Confidential Information as those set forth in this Agreement.
Receiving Party shall be liable for any breach of such written obligations or this Section 6 by its Recipients. Notwithstanding the
foregoing, Licensee may not disclose or make available OMT Rats or any information or materials relating thereto to any Affiliate, Third
Party, or Recipient, except to the extent expressly allowed under Section 2.5 of this Agreement. For the avoidance of doubt, no Antigen
shall be deemed Confidential Information, however the provision of the Antigen by Licensee to OMT shall be deemed Confidential Information.


 


6.3          Exceptions.
The obligations under this Section 6 shall not apply to any information to the extent the Receiving Party can demonstrate by competent
evidence that such information:


 


6.3.1          is
(at the time of disclosure) or becomes (after the time of disclosure) generally known to the public through no breach of this Agreement
by the Receiving Party or any Recipients to whom it disclosed such information;


 


6.3.2          was
rightfully known by, or was otherwise in the rightful possession of, the Receiving Party prior to the time of disclosure by the Disclosing
Party;


 


6.3.3          is
disclosed to the Receiving Party on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality
obligation to the Disclosing Party; or


 


6.3.4          is
independently developed by or on behalf of the Receiving Party or any of its Affiliates, as evidenced by its written records, without
use of, reliance upon or access to the Confidential Information.


 


6.4          The
restrictions set forth in this Section 6 shall not apply to any Confidential Information that the Receiving Party is required to
disclose under applicable laws or a court order or other governmental order, provided that the Receiving Party: (a) provides the
Disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the Disclosing Party an opportunity
to oppose or limit, or secure confidential treatment for such required disclosure and (c) if the Disclosing Party is unsuccessful
in its efforts pursuant to subsection (b), discloses only that portion of the Confidential Information that the Receiving Party is
legally required to disclose.


 


		7.	Representations and Warranties; Disclaimer.



 


7.1          Representations
and Warranties of Each Party. Each Party represents and warrants to the other Party as of the Effective Date that:


 


7.1.1          it
is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;


 


7.1.2          it
has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required
by applicable law and


 






    	 	11	 



     


    

 


its organizational documents to authorize the
execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement;


 


7.1.3          to
such Party’s knowledge, this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms;


 


7.1.4          all
consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party
in connection with this Agreement have been obtained; and


 


7.1.5          the
execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and
the consummation of the transactions contemplated hereby do not and shall not: (i) conflict with or result in a breach of any provision
of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance
of its obligations hereunder; or (iii) violate any applicable law


 


7.2          OMT
Representations and Warranties. OMT represents and warrants to Licensee that to OMT’s knowledge, as of the Effective Date:


 


7.2.1          it
has the right to grant the licenses granted hereunder; and


 


7.2.2          there
are no existing Third Party rights that would prevent Licensee from making use of the OMT Rats or OMT Antibodies as contemplated herein.


 


7.2.3          Disclaimer.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, (A) OMT DOES NOT MAKE ANY REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, (B) THE OMT RATS, SERA, AND ANYTHING ELSE PROVIDED BY OMT PURSUANT TO THIS AGREEMENT
ARE PROVIDED “AS IS,” (C) OMT DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED,
RELATING TO PERFORMANCE, MARKETABILITY, TITLE OR OTHERWISE IN ANY RESPECT RELATED TO THE SUBJECT MATTER HEREUNDER, (D) OMT FURTHER
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY REGARDING INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF THIRD PARTIES IN CONNECTION WITH THE USE OR EXPLOITATION
OF THE OMT ANTIBODIES, OR THE MAKING, USING OR SELLING OR OTHER DISTRIBUTION OF PRODUCTS BY ANY PERSON OR ENTITY. LICENSEE ASSUMES THE
ENTIRE RISK AND RESPONSIBILITY FOR THE SAFETY, EFFICACY, PERFORMANCE, DESIGN, MARKETABILITY, TITLE AND QUALITY OF ALL PRODUCTS. Without
limiting the generality of the foregoing, OMT does not warrant (i) the patentability of any of the OMT Antibodies or Licensed Products,
or (ii) the accuracy, safety, or usefulness for any purpose of any of the Sera, OMT Rats, OMT Antibodies or Licensed Products.


 


8.            Limitation
of Liability. In no event shall OMT or its Affiliates, including its and its Affiliates’ directors, officers, employees, consultants
and agents (collectively, the “Agents”), be


 






    	 	12	 



     


    

 


responsible or liable for [***]. The above limitations
on liability apply even though OMT or its Agents may have been advised of the possibility of such damage. Licensee shall not, and shall
require that its licensees and Affiliates do not, make any statements, representations or warranties or accept any liabilities or responsibilities
whatsoever on behalf of OMT or the Agents and with regard to any person or entity that are inconsistent with any disclaimer or limitation
in Section 7.2 or this Section 8.


 


		9.	Indemnification.



 


9.1          Indemnification
of Licensee. Subject to Section 9.3 below, OMT agrees to indemnify, hold harmless and defend Licensee, its Affiliates, and their
respective agents (each a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and
expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated
Third Parties incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of third parties
(collectively, “Third Party Claims”) relating to [***]. Notwithstanding anything to the contrary herein, in no event
shall OMT be obligated to indemnify Licensee Indemnitees for (i) any Third Party Claims to the extent such Third Party Claims would
be subject to indemnification by Licensee pursuant to Section 10.2, or (ii) any Third Party Claims relating to (a) anything
produced or derived from the OMT Rats including without limitation the OMT Antibodies and Licensed Products, (b) any modifications
or combinations of the OMT Rats not made by OMT, (c) any use by Licensee of the OMT Antibodies or OMT Rats that is not strictly in
accordance with this Agreement, or (d) a Licensee Indemnitee’s willful misconduct or gross negligence.


 


9.2          Indemnification
of OMT. Subject to Section 9.3 below, Licensee agrees to indemnify, hold harmless and defend OMT, its Affiliates, and their respective
agents (each an “OMT Indemnitee”) from and against all Losses incurred by OMT Indemnitees arising out of or resulting
from [***], provided that Licensee shall not be obligated to indemnify OMT Indemnitees for Losses to the extent arising from an OMT Indemnitee’s
willful misconduct or gross negligence.


 


9.3          Indemnification
Procedure. All indemnification claims provided for in Sections 9.1 and 9.2 shall be made solely by such Party to this Agreement
(the “Indemnified Party”). The Indemnified Party shall promptly notify the indemnifying Party (an “Indemnification
Claim Notice”) of any Losses or the discovery of any fact upon which the Indemnified Party intends to base a request for indemnification
under Sections 9.1 and 9.2, but in no event shall the indemnifying Party be liable for any Losses that result from any delay in providing
such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the
extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the indemnifying
Party copies of all papers and official documents received in respect of any Losses and Third Party Claims. The Indemnified Party shall:
(a) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defense and settlement
of the Third Party Claim, and (c) permit the Indemnifying Party to control the defense and settlement of the Third Party Claim; provided,
however, that the Indemnifying Party may not settle the Third Party Claim without the Indemnified Party’s prior written consent,
which shall not be unreasonably withheld or delayed, in the event such settlement materially adversely impacts the Indemnified Party’s
rights or obligations. Further,


 






    	 	13	 



     


    

 


the Indemnified Party shall have the right to
participate (but not control) and be represented in any suit or action by advisory counsel of its selection and at its own expense.


 


		10.	Dispute Resolution



 


10.1        Continuance
of Rights and Obligations During Pendency of Dispute Resolution. If there are any disputes in connection with this Agreement, including
disputes related to termination of this Agreement, all rights and obligations of the Parties shall continue until such time as any dispute
has been resolved in accordance with the provisions of this Section.


 


10.2        Informal
Resolution. In the event of any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation,
performance, or alleged breach of this Agreement, including any claim of inducement by fraud or otherwise, (a “Dispute”),
the Parties shall attempt in good faith to settle such Dispute first by negotiation and consultation between themselves. If the Parties
are unable to resolve a Dispute within [***] from the date such Dispute is first brought to the other Party’s attention, the matter
shall be referred to a senior executive designated by each Party, who shall use their good faith efforts to mutually agree upon the proper
course of action to resolve the Dispute. In the event said executives are unable to resolve such Dispute or agree upon a mechanism to
resolve such Dispute within [***] of the first written request for dispute resolution under this Section then the Parties shall resolve
such Dispute in accordance with the Mediation and/or Arbitration provisions set forth hereunder, as applicable.


 


10.3        Mediation.
Any Dispute which the Parties have not resolved under the Informal Resolution provisions hereunder, shall, with the consent of both Parties,
be mediated through non-binding mediation in accordance with The CPR Mediation Procedure for Business Disputes then in effect of the CPR
Institute for Dispute Resolution (CPR), except where that procedure conflicts with these provisions, in which case these provisions shall
prevail. The mediation shall be conducted in New York and shall be attended by a senior executive with authority to resolve the dispute
from each Party.


 


The Parties shall promptly
confer in an effort to select by mutual agreement a neutral, independent and disinterested mediator from a professional mediation firm
such as ADR Associates or JAMS/ENDISPUTE or CPR. In the absence of such an agreement within [***] of initiation of the mediation, the
mediator shall be selected by CPR as follows: CPR shall provide the Parties with a list of at least [***] names from the CPR Panels of
Distinguished Neutrals.


 


Each Party shall exercise
challenges for cause, [***] peremptory challenges, and rank the remaining candidates within [***] of receiving the CPR list. The Parties
may together interview the [***] top-ranked candidates for no more than [***] each and, after the interviews, may each exercise [***]
peremptory challenge. The mediator shall be the remaining candidate with the highest aggregate ranking. The mediator shall confer with
the Parties to design procedures to conclude the mediation within no more than [***] after initiation (such date of initiation being the
 “Dispute Date”).


 


Under no circumstances may
the commencement of Arbitration hereunder be delayed more than [***] by the mediation process specified herein absent contrary agreement
of the Parties.


 






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No statements made by either
Party during the mediation may be used by the other or referred to during any subsequent proceedings.


 


10.4        Arbitration.
If any Dispute has not been resolved by good faith negotiations or mediation between the Parties pursuant to the Informal Resolution or
Mediation provisions above or the Parties have not agreed to mediate, then the Parties shall settle the Dispute by submitting the matter
to binding arbitration the using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect,
by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or
may not be selected from the appropriate list of JAMS arbitrators. The arbitration will be held in New York City, New York.


 


If the Parties cannot agree
upon the number and identity of the arbitrators within [***] following the Dispute Date, then a single arbitrator shall be selected on
an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial
experience with the life science/biotech industry. The arbitrator(s) shall have the authority to grant specific performance and to
allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration)
in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be entitled to receive
reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred
in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made
to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding anything to the contrary
in this Agreement, each Party shall have the right at any time to seek injunctive or other forms of equitable relief from any court of
competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States
federal Courts located in the Southern District of New York.


 


		11.	General Provisions.



 


11.1        Publication.
OMT may not submit a publication in any form (including written, graphic, oral, or audio) containing any information or results relating
to any Deliverable or services performed hereunder to any journal or other forum for publication or presentation without Licensee’s
prior written approval of the proposed abstract, manuscript, poster, presentation slides, or other material, which approval it may withhold
at its discretion. Licensee may not submit a publication in any form (including written, graphic, oral, or audio, but excluding patent
applications, which may only be submitted to the appropriate patent authority without the approval required herein) containing any information
on technologies owned or controlled by OMT to any journal or other forum for publication or presentation without OMT’ prior written
approval of the proposed abstract, manuscript, poster, presentation slides, or other material, which approval it may withhold at its discretion.
No material that incorporates the other Party’s Confidential Information will be submitted for publication by a Party without the
other Party’s prior written consent.


 


11.2        Notice
of Publication. Each Party agrees to notify the other within a reasonable period, not less than [***] prior to the submission for
publication of any writing or disclosure concerning such work under this Agreement. The receiving Party is entitled to review


 






    	 	15	 



     


    

 


such proposed publication or disclosure. The receiving
Party reserves the right to delete from any such proposed publication or disclosure any Confidential Information of such Party, and, a
Party may file or cause to be filed any relevant patent applications prior to publication or disclosure. Such Party may request the delay
of any such proposed publication or disclosure for an additional [***] period in order to file any patent applications on the inventions
disclosed therein. For the avoidance of doubt, the rights and covenants set forth in this paragraph are at all times subject to each party’s
obligations and covenants under Section 3.


 


11.3        No
Publicity. Upon the execution of this Agreement, OMT shall issue one press release with respect to this Agreement in substantially
the form attached hereto as Appendix D and may only make subsequent public disclosure of the contents of such press release (“Subsequent
Disclosures”) without further approval of the other Party. The Parties agree that, except as provided for above, each will not make,
issue or release any public announcement, press release, statement, promotion, or reveal publicly the terms, conditions and status of,
this Agreement without the prior written approval of the other Party as to the content and time of release of and the media in which such
statement or announcement is to be made. Notwithstanding the foregoing, in the case of announcements, statements, acknowledgments or disclosures
that either Party is required by law to make, issue or release, the making, issuing or releasing of any such announcement, statement,
acknowledgment or disclosure by the Party so required by law shall not constitute a breach of this Agreement if such Party shall have
given, to the extent reasonably possible, not less than [***] prior notice to the other Party, and shall have attempted, to the extent
reasonably possible, to clear the content of such announcement, statement, acknowledgment or disclosure with the other Party.


 


11.4        No
Use of Name. OMT shall not use the name or any logo, symbol, or trademark of Licensee, or any of its Affiliates, or any of their employees,
for advertising, marketing, or promotional purposes without the prior written consent of Licensee. For avoidance of doubt, Subsequent
Disclosures shall not be deemed a breach of the foregoing.


 


11.5        Research &
Legal Compliance. All research conducted at OMT shall be performed in accordance with applicable laws, regulations, and established
OMT policies and procedures, including, but not limited to, policies and procedures pertaining to research involving laboratory animals
or hazardous agents and materials, as applicable. OMT agrees that any animals used in the research will be handled in accordance with
established guidelines for the care and use of laboratory animals. All research conducted at Licensee or its Affiliates shall be performed
in accordance with applicable laws, regulations, and established Licensee policies and procedures, including, but not limited to, policies
and procedures pertaining to research involving laboratory animals or hazardous agents and materials, as applicable. Licensee agrees that
any animals used in the research will be handled in accordance with established guidelines for the care and use of laboratory animals.


 


11.6        Healthcare
Compliance. OMT and Licensee shall each comply with applicable local, state and federal laws and regulations and ordinances, including
without limitation the Federal Food, Drug and Cosmetic Act, as amended, and applicable regulations, the Medicare/Medicaid Anti-kickback
Statute, Health Insurance Portability and Accountability Act of 1996 (HIPAA), the False Claims Act, applicable state fraud and abuse laws,
the AMA Guidelines on Gifts to Physicians from Industry, the Foreign Corrupt Practices Act, the Economic Espionage


 






    	 	16	 



     


    

 


Act of 1996 and applicable laws and government
regulations relating to services and the privacy, professional confidentiality and security thereof.


 


11.7        Debarment.
Each party warrants that it is not debarred by a competent Health Authority (including, if applicable, the US FDA) or by the Professional
Council of Physicians; OMT shall not employ, contract with or retain any person directly or indirectly to perform work under this Agreement
if such a person is or becomes debarred by a competent Health Authority (including, if applicable, the US FDA) or by the Professional
Council of Physicians. Upon written request from the other party, each party shall, within [***], provide written confirmation that it
has complied with the foregoing obligation.


 


11.8        Relationship
of the Parties. The Parties to this Agreement recognize and agree that each is operating as an independent contractor and not as an
agent of the other. This Agreement shall not constitute a partnership or joint venture, and neither Party may be bound by the other to
any contract, arrangement or understanding except as specifically stated herein.


 


11.9        Assignment.
This Agreement is not assignable or transferable by Licensee to non-Affiliate Third Parties, nor may Licensee assign, delegate, or subcontract
any of its rights or obligations hereunder to non-Affiliate Third Parties except as expressly provided in Section 2.5 of this Agreement,
without the prior written consent of OMT, except that Licensee may assign this Agreement to a successor to all or substantially all of
Licensee’s assets or business relating to the subject matter of this Agreement. OMT may freely (a) assign this Agreement and
(b) assign, delegate, and/or subcontract its rights and obligations hereunder.


 


11.10      Notices.
Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given
to a Party if delivered personally or mailed by first-class, registered or certified mail, postage prepaid to the address of that Party
as set forth on the first page of this Agreement; or such other address as is provided by that Party to the other upon [***] written
notice.


 


11.11      Force
Majeure. Except for payment obligations, a Party shall not be held liable or responsible to the other Party or be deemed to have defaulted
under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay
is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, embargoes, shortages,
epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion or
acts of God. The non-performing Party shall provide reasonable notice to the other Party.


 


11.12      Waiver.
No failure to exercise, and no delay in exercising, on the part of either Party, any privilege, any power or any rights hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any
other right hereunder. Any waivers or amendments shall be effective only if made in writing and signed by authorized representatives of
the Parties.


 


11.13      Severability.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision
shall be limited or


 






    	 	17	 



     


    

 


eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and enforceable.


 


11.14      Governing
Law. This Agreement shall be governed by and construed pursuant to the laws of the New York without regard to conflicts of laws provisions
thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.


 


11.15      Entire
Agreement. This Agreement is the complete and exclusive statement of the agreement and understanding of the Parties and supersedes
and cancels all previous written and oral agreements, understandings and communications relating to the subject matter of this Agreement.
No amendment or change hereof or addition hereto shall be effective or binding on either of the Parties hereto unless reduced to writing
and duly executed on behalf of both Parties.


 


11.16      Headings.
The headings to the sections in this Agreement are not a part of this Agreement, but are included merely for convenience of reference
only and shall not affect its meaning or interpretation. Any use of the term “including” shall mean “including without
limitation.”


 






    	 	18	 



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed so as to be effective on the date set forth above.


 


	Open Monoclonal Technology, Inc.	CNA Development LLC
	 	 
	 	 
	By: [***]	By: [***]
	Name: [***]	Name: [***]
	Title: CEO	Title: President


 






     


     


    

 


APPENDIX D


 


News Release


 


As enclosed.


 






     


     


    

 





 


Open Monoclonal Technology Announces OmniRatTM
Collaboration with CNA

Development LLC, an affiliate of Janssen Pharmaceuticals, Inc.


 


Palo Alto, CA, December 21, 2012


 


Open Monoclonal Technology, Inc. (OMT) today
announced a discovery collaboration with CNA Development LLC, an affiliate of Janssen Pharmaceuticals, Inc.


 


OMT will employ its OmniRatTM transgenic
animal platform to generate human antibodies with great specificity, affinity and manufacturability. OmniRatTM enables developers
to skip the need to humanize animal-derived antibodies before initiating preclinical pharmacokinetic evaluations of their compounds.


 


Dr. Roland Buelow, Founder and CEO of OMT,
said: “OmniRat makes antibodies with fully human idiotypes as well as normal rats make normal rat antibodies. We look forward to
making the technology available to Janssen, one of the pioneers and leaders in therapeutic human antibodies.”


 


Open Monoclonal Technology, Inc.


 


Open Monoclonal Technology, Inc. (OMT) is
a leader in genetic engineering of animals for the development of human therapeutic antibodies – naturally optimized human
antibodiesTM. OMT has created OmniRatTM, the first fully human monoclonal antibody platform based on transgenic
rats. OmniRat uses an improved understanding of B cell development and a new approach to inactivation of endogenous antibody expression,
which enables them to make antibodies with human idiotypes as efficiently as wild type rats make normal antibodies. OmniRat represents
a novel and proprietary technology with unrestricted development options for fully human monoclonal antibodies, available worldwide for
all targets and indications. OMT also develops a transgenic mouse, OmniMouseTM, to complement OmniRat and further increase
epitope coverage in human antibody development. OmniAbTM integrates OMT’s transgenic animal platforms, proven protein
and DNA immunization, and Gel-Encapsulated Microenvironment (GEM) deep antibody screening to enable fast and cost-efficient generation
and identification of preferred human therapeutic antibody candidates.


 


For more information


 


Brian Lundstrom


 


Phone: +1-510-220-5599


 


E-mail: bl@omtinc.net


 


Web site: www.omtinc.net


 


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