In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: Exhibit 10.1 NOTE: Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. MASTER JOINT DEVELOPMENT AGREEMENT This Master Joint Development Agreement (Agreement) is between iBio Inc., a Public corporation, with a location at iBio Inc., 600 Madison Ave, Suite 01601 NY, NY 10022-1735 and Beijing CC-Pharming Ltd. of Beijing, China (CC-Pharming), a Chinese Corporation with a location at Shunyi District, Beijing, China, 101312, each of the foregoing being individually referred to as a Party and collectively as the Parties. WHEREAS, iBio and CC-Pharming wish to establish a long-term working relationship for various joint research and development projects (Projects) related to the development of various products, with the work for each Project to be described in a separate Statement of Work (SOW) agreed by the Parties; WHEREAS, iBio has developed and owns proprietary technology used to produce proteins using proprietary vector systems that support transient gene expression and protein production in plants, and iBio has developed and/or acquired additional proprietary biopharmaceutical technology, cGMP manufacturing expertise (iBio's Technology), and a facility design team that provides capabilities for application to the development of biotherapeutics; and WHEREAS, iBio and CC-Pharming, wish to develop one or more biopharmaceuticals Product(s) (each a Product) based on iBio's proprietary and patented plant-based protein production technology and know-how; WHEREAS, iBio and CC-Pharming wish to develop a long-term, mutually beneficial relationship for the production and sale of biopharmaceuticals in China and to form a collaborative business venture to be majority owned and controlled by CC-Pharming and minority owned by iBio; and NOW, THEREFORE, for good and valuable consideration as stated herein, the sufficiency of which is hereby expressly acknowledged by each Party, iBio and CC-Pharming agree as follows: 1.0 Limited Technology License 1.1 iBio hereby grants to CC-Pharming for the term of this Agreement, a nonexclusive, non- assignable, non-sublicensable, limited right and license to use iBio's Technology in order to manufacture, process, prepare, and obtain regulatory approval for the development and production of Product(s) and work to be performed under this Agreement. Each Product will be set forth in a separate Statement of Work in the form set forth in Appendix A, which will be signed by representatives of each Party with signing authority. Each phase of the project(s) will be subject to the terms and conditions set forth in this Agreement unless otherwise provided for or in a Statement of Work (SOW), including but not limited to project purpose, project phases, and a project budget.

Master Joint Development Agreement iBio CC-Pharming Page 1 of 12

Source: IBIO, INC., 8-K, 3/13/2020





1.2 No right or license is being conveyed to CC-Pharming to export Products or to otherwise use the Technology in any country other than China. 1.3 iBio will work with CC-Pharming to perform a thorough Manufacturing Development Program based from an initial comprehensive two- day charrette to be held at its subsidiary iBio CDMO LLC facility in Bryan, Texas with the goals of CC-Pharming understanding the definitive capital expenditure necessary and initiating a preliminary design for the first Product. iBio will provide an architect, construction supervisor, mechanical engineer and process engineer with knowledge of the iBio CDMO facility currently in operation in Bryan, Texas. 1.4 CC-Pharming hereby expressly acknowledges the validity and highly confidential and proprietary nature of iBio's Technology and technical information, know-how, documents, materials, software, vectors, constructs, trade secrets, and other valuable business or scientific information that iBio will share with CC-Pharming in order to fulfill the purpose of this Agreement, namely, to form a legal structure for a collaborative business venture in which CC-Pharming and iBio shall share revenue from product sales. iBio's double-digit percentage, minority interest in this structure will provide compensation to iBio for providing CC-Pharming with a license to use iBio's Technology and enabling know-how and will provide CC-Pharming with ongoing and mutually agreed technology transfer services relevant to the evolving business and Product(s) of the collaborative venture. 1.5 The parties agree that the first product focus of the joint business collaboration will be a bio-better or bio-similar version of the therapeutic monoclonal antibody, rituximab. iBio will provide all necessary gene expression and vector technology for the transient expression and cGMP manufacturing of this protein in plants and will also provide pilot plant design services, construction consulting, product and process development services, training, quality management system design, and clinical planning and regulatory consulting. The tasks to be conducted in the first stage of the joint business collaboration will apply specifically to the rituximab product candidate but will be applicable, in part, to additional products to be selected by mutual agreement for development, with the timeline for such work to be determined by CC-Pharming. 1.5 Any milestones or completion dates set forth in a Statement of Work will be estimates only, and are not binding on the Parties. 2.0 Coordinators and Governance Terms 2.1 Project Technical Coordinators will be appointed by each the Parties for each Statement of Work. The Project Technical Coordinators will be responsible for exchanging information with the other Party, coordinating any visits and arranging all other matters pertinent to that Statement of Work.

Master Joint Development Agreement iBio CC-Pharming Page 2 of 12

Source: IBIO, INC., 8-K, 3/13/2020





2.2 Agreement Administration. The Agreement administrator for each Party must be contacted regarding all business-related matters, including any proposed modifications to this Agreement, the phasing plan of the SOW, for each project. An iBio Agreement Administrator is to be named on or before the Effective Date of the First Phase of the SOW. A CC-Pharming Agreement Administrator is to be named on or before the Effective Date of the First Phase of the SOW. 2.4 Governance Terms 2.4.1 The Agreement Administrators shall oversee the overall direction and management of this Agreement and to provide guidance and direction when needed, which agreement shall be unanimous. The responsibilities of the Agreement Administrator for iBio and CC- Pharming will include the following: a) Perform oversight for each of the ongoing projects, per phase, under the SOW's. b) Agreement on any modifications to the tasks and responsibilities for an ongoing project under the SOW's, will fall under the oversight of the Agreement Administrators. c) Neither Agreement Administrator is authorized to modify or change any term or condition of the Agreement or the overall scope of work for any SOW. d) Review any disputes between or among the Parties, and, if resolution of the dispute cannot be achieved, escalate the dispute to the Designated Executives of iBio and CC-Pharming. Designated Executive means the executive designated by iBio and by CC-Pharming, who will be responsible for general oversight of the Agreement and for resolving issues that require escalation under this Agreement. iBio and CC-Pharming shall each inform the other of the name and contact information of their respective Designated Executives on or before the Effective Date of the first SOW. 2.4.2 The Agreement Administrators may agree to change the tasks, task responsibilities and milestones as set forth in a Statement of Work, provided the changes do not alter the overall scope of work in a phase of the SOW, which agreement shall not be unreasonably withheld. Any modifications to the overall scope of work of phase of the SOW must be reduced to writing as an amendment to the SOW and signed by authorized representatives of iBio and CC-Pharming. 2.4.3 The Agreement Administrators shall meet regularly as required during the term of this Agreement, but at least two (2) times each calendar year, at a mutually agreeable location, which agreement shall not be unreasonably withheld. The face-to-face meetings may be replaced with conference calls or video conferences upon request by a Party. 2.4.4 The Parties shall be responsible for their own respective costs incurred relating to their participation in oversight meetings.

Master Joint Development Agreement iBio CC-Pharming Page 3 of 12

Source: IBIO, INC., 8-K, 3/13/2020





2.5 Each Party may change its Agreement Administrators, at any time, with written notice to the other Party. 3.0 Costs and Expenses 3.1 Upon execution of this Agreement and acceptance of iBio's proposal for the development of a Plant-Made Rituximab, and in consideration for providing the technology transfer contemplated herein, CC-Pharming shall pay iBio [***], which shall be paid as follows: 3.1.1 First payment of [***] is required to initiate the project: [***]. 3.1.2 Second payment of [***]. Due upon presentation of the following deliverables: a) Detailed design drawings of the pilot plant; b) Schematic design of the commercial facility; c) Purified antibody for pre-clinical testing and development; and d) The quality management system (QMS) development up to and including governance documents and governance standard operating procedures (SOP's). 3.1.3 Final payment of [***], due upon presentation of the following deliverables: a) Detailed Design drawings for the commercial facility; b) Completion of QMS documentation for rituximab including batch records, release documents, and assay SOPs; c) Completion of all training sessions and training documentation; d) Delivery of antibody drug substance for clinical trials; and e) Completion of a chemistry, manufacturing, and controls (CMC) document to support an (investigational new drug application (IND) or equivalent. 4.0 Inventions 4.1 Inventorship of inventions, developments, or discoveries first conceived or actually reduced to practice under this Agreement (Agreement Inventions) will be determined under U.S. Patent Law. All inventions, developments, or discoveries made solely by iBio prior to this Agreement is, and shall be, the sole property of iBio. All inventions, developments, or discoveries made solely by CC- Pharming thereof prior to this Agreement is, and shall be, the sole property of CC-Pharming. 4.2 All rights to inventions, patentable or non-patentable, made solely by employees of iBio during the term of this Agreement shall belong solely to iBio. All rights to inventions, patentable or non-patentable, made solely by employees of CC-Pharming during the term of this Agreement shall belong solely to CC-Pharming. All rights to Agreement Inventions, patentable or non-patentable, made jointly by employees of iBio and employees of CC-Pharming (Joint Inventions) will belong jointly to iBio and CC-Pharming, with inventorship determined as described in 35 U.S.C. § 262 and (Chin Patent Law). The Parties contemplate that each will benefit from Joint Inventions, as such, iBio will be responsible for direct control over the drafting and prosecution of any patents to Joint Inventions, with copy to CC- Pharming. The parties shall share equally in the costs of patent protection for Joint Inventions.

Master Joint Development Agreement iBio CC-Pharming Page 4 of 12

Source: IBIO, INC., 8-K, 3/13/2020





4.3 Each Party shall promptly provide to the other Party a written invention disclosure of each Agreement Invention made by its employees that results directly from the present Agreement for worked performed under the SOWs herein. The other Party agrees to delay making public, by publication or otherwise, until the earlier of (a) the first filing of a patent application claiming the Agreement Invention by the Inventing Party; or (b) six months after the date the Agreement Invention is disclosed to the other Party; or (c) mutual agreement of the Parties that neither will pursue legal protection of an Agreement Invention. 4.5 Each disclosure shall be held in confidence and not revealed to any third party without the written consent of the other Party. The other Party must advise the Inventing Party in writing within 60 days of each disclosure to the other Party whether or not the other Party elects to negotiate a license agreement to obtain commercial rights to such Agreement Invention. In the event that the other Party elects to negotiate for a commercial license to an Agreement Invention, the Parties must initiate negotiation of a license agreement, with negotiations not to extend beyond ninety (90) days from notice of election without the consent of both Parties. The Parties will negotiate in good faith a license containing reasonable business terms common to the other party's field of commercial interest and proposed application. 5.0 Copyrights 5.1 Title to and the right to determine the disposition of any copyrights or copyrightable material first produced or composed in the performance of this research program (Copyright Materials) will remain with the Party whose employees solely created such materials or works of authorship (the Creating Party). Copyright Materials that are jointly created by the Parties shall be jointly owned. Either Party may license and assign its rights to jointly owned Copyright Materials without the consent of or accounting to the other Party, subject to the applicable confidentiality obligations set forth in Section 7 of this Agreement and/or a SOW. 5.2 The Creating Party grants to the other Party a time-limited first right to negotiate a commercial license to use, reproduce, display, and perform commercially valuable Copyright Materials for commercial purposes, and to distribute and/or sublicense such commercially valuable Copyright Materials to third parties. The other Party must advise the Creating Party in writing within sixty (60) days following disclosure or delivery of such commercially valuable Copyright Materials to the other Party whether or not the other Party elects to negotiate a license agreement to obtain commercial rights to the Copyright Materials. In the event that the other Party elects to negotiate for a commercial license to Copyright Materials, the Parties must initiate negotiation of a license agreement, the negotiations not to extend beyond ninety (90) days from notice of election without the consent of both Parties. The Parties will negotiate in good faith a license containing reasonable business terms common to the other Party's field of commercial interest and proposed application.

Master Joint Development Agreement iBio CC-Pharming Page 5 of 12

Source: IBIO, INC., 8-K, 3/13/2020





6.0 Term and Termination 6.1 The term of this Agreement (Term) will begin on the date this Agreement is signed by the last signatory (Effective Date) and remain in effect for [***]; provided, however, that the terms of this Agreement shall remain applicable to any SOW that was executed by the Parties prior to the expiration or termination of this Agreement but whose period of performance extends beyond the expiration or termination of this Agreement. 6.2 The term of any SOW will be as provided in the Statement of Work. 6.3 If either Party to this Agreement fails to perform or violates any material obligation of this Agreement, then, upon thirty (30) days written notice to the breaching Party specifying such failure or violation, the non-breaching Party may terminate this Agreement without liability, unless: (a) the failure or violation specified in the default notice has been cured within the thirty (30) day notice period; or (b) the failure or violation reasonably requires more than thirty (30) days to correct, and the breaching Party has begun substantial corrective action to remedy the failure or violation within the thirty (30) day notice period and diligently pursues such action, in which event, termination shall not be effective unless sixty (60) days has expired from the date of the default notice without such corrective action being completed and the failure or violation remedied. 7.0 Confidentiality 7.1 Except as provided in a Statement of Work and Article 5.3 regarding non-disclosure of Agreement Inventions, any information provided by either Party under this Agreement or under any Statement of Work will be treated as follows. 7.2 Confidential Information includes but is not limited to, technologies, discoveries, inventions, know-how, methods, procedures, trade secrets, business information and other proprietary intellectual property (Information). All such Information is considered by the parties to be secret and confidential and constitutes valuable commercial assets. 7.3 Each of the parties agrees that for five (5) years from the date of disclosure, the receiving Party agrees to limit disclosure of the disclosing Party's Confidential Information to those of the receiving party's employees and contractors, and employees and contractors of its Subsidiaries, who have a need to know it, and the receiving Party agrees to use the same care and discretion to avoid disclosure, publication or dissemination outside of those employees and contractors as the receiving Party does with similar information of its own which it does not desire to publish, disclose or disseminate. 7.4 The receiving Party may disclose Confidential Information if the disclosure is required by law, but the receiving Party must give the disclosing Party reasonably prior notice to allow the disclosing Party an opportunity to obtain a protective order. The obligations of Article 7.3 will not apply to information that is:

Master Joint Development Agreement iBio CC-Pharming Page 6 of 12

Source: IBIO, INC., 8-K, 3/13/2020





a) already rightfully in the possession of the receiving Party or its Subsidiaries without an obligation of confidence; b) independently developed by the receiving Party of its Subsidiaries as evidenced by written documentation; c) publicly available when received by the receiving Party, or becomes publicly available through no fault of the receiving Party or its Subsidiaries; d) disclosed by the disclosing Party without obligation of confidence; or e) inherently disclosed by the receiving Party or its Subsidiaries in the use, distribution or marketing of any product or service. 7.5 The Parties agree that the disclosure of Confidential Information under this Agreement does not limit either Party from assigning or reassigning employees in any way. 7.6 Confidential Information must be identified as Confidential at the time of disclosure, and all material containing Confidential Information must have a restrictive marking. Any Confidential Information disclosed orally or visually must be summarized by the disclosing Party in writing and the writing must be provided to the receiving Party within twenty (20) days after the disclosure. In the case of inadvertent disclosure of Confidential information that was not marked as Confidential, the Disclosing Party has ten (10) business days from the time they discover that the information should have been marked Confidential, to inform the other Party of such a designation, and the parties agree to retroactively mark any such information as Confidential. 7.7 The parties agree that limitations on disclosure of Confidential information under section 7.3 shall last 5 years from signing date. 8.0 Representations, Warranties, Disclaimers and Limitation of Liability 8.1 ANY PROTOTYPES, MATERIALS, COMPONENT PARTS, DESIGNS, SPECIFICATIONS, KNOW-HOW, PROCEDURES, PROCESSES, DATA, INFORMATION, INVENTIONS AND WORK PERFORMED UNDER THIS AGREEMENT BY EITHER PARTY, ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EACH PARTY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NONINFRINGEMENT OF PATENTS, COPYRIGHTS, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT. 8.2 EACH PARTY ALSO SPECIFICALLY DISCLAIMS ANY GUARANTEE THAT IT WILL BE ABLE TO SUCCESSFULLY ACHIEVE THE DESIRED RESULTS REGARDING THE WORK UNDER ANY STATEMENT OF WORK, OR THAT ANY PROTOTYPE(S) WHICH MAY BE DEVELOPED PURSUANT TO THIS AGREEMENT WILL MEET ANY DEVELOPMENT OBJECTIVES, OR ANY REQUIREMENTS OF EITHER PARTY. THE FOREGOING NOTWITHSTANDING, EACH PARTY WILL MAKE REASONABLE GOOD FAITH EFFORTS TO COMPLETE THE ACTIVITIES DESCRIBED IN THE STATEMENTS OF WORK. FAILURE TO ACHIEVE THE DESIRED RESULTS UNDER A STATEMENT OF WORK DOES NOT CONSTITUTE BREACH OF CONTRACT.

Master Joint Development Agreement iBio CC-Pharming Page 7 of 12

Source: IBIO, INC., 8-K, 3/13/2020





8.3 Except for claims arising out of Articles 4.3 and 7.0, or as may be set forth in a SOW, neither Party will be liable for any consequential damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary, punitive, special or indirect damages, even if advised of their possibility. 8.4 CC-Pharming represents and warranties that it shall maintain all of iBio's Technology and technical information, how-how, documents, materials, software, vectors, constructs, trade secrets, and other valuable business or scientific information strictly confidential at all times, and shall take all steps necessary to safe-guard iBio's Technology and technical information with reasonable business care and will be of the same types as currently practiced by iBio to maintain its highly confidential information. 8.5 Equitable Relief for iBio. CC-Pharming acknowledges that a breach by CC-Pharming of this Agreement shall cause iBio irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of a breach or threatened breach, iBio will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which iBio may be entitled at law or in equity. iBio's equitable remedies are not exclusive but are in addition to all other remedies available at law or in equity. 8.6 Attorney's Fees. In the event that any claim, suit, action or proceeding is instituted or commenced by any Party hereto against any other Party arising out of or related to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys' fees, expert fees, expenses and court costs from the non-prevailing Party. 9.0 General Provisions 9.1 Independent Contractor. Each Party is an independent contractor. Neither Party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. Neither Party will assume or create obligations for the other. Each Party is responsible for the direction and compensation of its employees. 9.2 Trademarks. Except as otherwise provided herein, this Agreement does not confer any rights to use in advertising, publicity or other marketing activities any name, trade name, trademark, or other designation of either Party hereto, including any contraction, abbreviation, or simulation of any of the foregoing, without prior written agreement, and each Party agrees not to use or refer to this Agreement or its terms in any such activities without the express written approval of the other Party.

Master Joint Development Agreement iBio CC-Pharming Page 8 of 12

Source: IBIO, INC., 8-K, 3/13/2020





9.3 Publication. iBio and CC-Pharming jointly, may publish and present technical presentations subject to Articles 5.2, 7.0 and this Article 9.2. 9.4 Notice. All notices shall be in writing and shall be valid and sufficient if sent by: (a) registered or certified mail, return receipt required, postage prepaid; (b) by facsimile (provided the receipt of the facsimile is evidenced by a printed record of completion of transmission); or (c) by express mail or courier service providing a receipt of delivery. Notice shall be effective upon receipt. The notices shall be addressed to: iBio, Inc. Beijing CC-Pharming Ltd. Robert L. Erwin Kevin Y. Wang President Chairman 600 Madison Ave, Suit 1601 Shunyi Distict New York, NY 10022-1737 U.S.A Beijing, China, 101312 Attn: Rober L. Erwin Attn: Kevin Y. Wang Either Party may change its address by a notice given to the other Party in the manner set forth above. 9.5 Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to acts of God, acts of the other Party, fire, flood, natural catastrophe, acts of any government or of any civil or military authority, national emergencies, riots, war, insurrection, strikes, or any occurrence beyond the reasonable control of such Party. 9.6 Export Restrictions. Each Party agrees to comply and to reasonably assist the other in complying with applicable government export and import laws and regulations. Further, each Party agrees that unless authorized by applicable government license or regulation, including but not limited to both US and China authorization, both Parties will not directly or indirectly export or re-export, at any time, any technology, software and/or commodities furnished or developed under this or any other, Agreement between the Parties, or its direct product, to any prohibited country (including release of technology, software and/or commodities to nationals, wherever they may be located, of any prohibited country) as specified in applicable export, embargo, and sanctions regulations. This section will survive after termination or expiration of this Agreement and will remain in effect until fulfilled. 9.7 No Implied Licenses. Except as expressly set forth in this Agreement, no license is granted, either directly or indirectly, by implication or estoppel or otherwise, to either Party under any patent, copyright or other intellectual property right of the other Party. 9.8 Assignment. Neither Party may assign its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party. Any unauthorized assignment of this Agreement is void. 9.9 Intent. Neither Party relies on any promises, inducements, representations made by the other, or expectations of more business dealings except as expressly provided in this Agreement. This Agreement accurately states the Parties' agreement.

Master Joint Development Agreement iBio CC-Pharming Page 9 of 12

Source: IBIO, INC., 8-K, 3/13/2020





9.10 Power to Enter Agreement. Each Party represents that it has, or will have, in place appropriate agreements with its employees or others whose services the Party may require, sufficient to enable such Party to comply with all the provisions of this Agreement. 9.11 Independent Parties. Each Party may have similar agreements with others, and may design, develop, manufacture, acquire or market competitive products and services, and conduct its business in whatever way it chooses. Each Party will independently establish prices and terms for its products and services. 9.12 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby so long as the intent of the Parties can be preserved. 9.13 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to the conflict of laws provisions thereof. Any proceedings to resolve disputes relating to this Agreement shall be brought only in the State of Texas and in a U.S. federal court if there is jurisdiction. The United Nations' Convention on International Sales of Goods does not apply. 9.14 Survival. Any rights and obligations which by their nature survive and continue after any expiration or termination of this Agreement shall survive and continue and shall bind the Parties and their successors and assigns, until such obligations are fulfilled. 9.15 No Oral Modifications. Any amendment or modification of this Agreement shall be in writing and shall be signed by authorized representatives of the Parties. No approval, consent or waiver will be enforceable unless signed by the granting Party. Failure to insist on strict performance or to exercise a right when entitled does not prevent a Party from doing so later for that breach, or a future breach. 9.16 Incorporation. This Agreement, Appendix A and SOW's added as Appendix A-x (where x is the sequential number of the respectively added SOW's) are the complete and exclusive agreement between the Parties regarding the subject matter hereof and supersedes any prior oral or written communications or understandings between the parties related to the subject matter hereof. 9.17 Independent Judgment. The Parties acknowledge that: (a) they had read this Agreement; (b) they understand the terms and conditions of this Agreement; (c) they have had the opportunity to seek legal counsel and advice; (d) are of equal bargaining power; and (e) they have relied on their own judgment in entering into this Agreement. Signature Page to Follow

Master Joint Development Agreement iBio CC-Pharming Page 10 of 12

Source: IBIO, INC., 8-K, 3/13/2020





By signing below, the parties agree to the terms of this Agreement. iBio Inc. Beijing CC-Pharming Ltd. /s/ Robert L. Erwin /s/ Kevin Yueju Wang Name: Robert L Erwin Name: Kevin Yueju Wang Title: President Title: Chairman Date: August 07, 2018 Date: August 08, 2018

Master Joint Development Agreement iBio CC-Pharming Page 11 of 12

Source: IBIO, INC., 8-K, 3/13/2020





APPENDIX A-1

Proposal to Beijing CC-Pharming Ltd. Development of a Plant-Made Rituximab Prepared by iBio, Inc. for Beijing CC-Pharming Ltd., Beijing, China February 24, 2018 [***] Project Agreement Administrators For iBio: Robert L. Erwin For CC-Pharming: Kevin Y. Wang By signing below, the parties agree to the terms of this Statement of Work. IBio CC-Pharming /s/ Robert L. Erwin /s/ Kevin Yueju Wang Name: Robert L. Erwin Name: Kevin Yueju Wang Title: President Title: Chairman Date: August 7, 2018 Date: August 8, 2018

Master Joint Development Agreement iBio CC-Pharming Page 12 of 12

Source: IBIO, INC., 8-K, 3/13/2020 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]: Except for claims arising out of Articles 4.3 and 7.0, or as may be set forth in a SOW, neither Party will be liable for any consequential damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary, punitive, special or indirect damages, even if advised of their possibility.

[EX Q]: ENDORSEMENT AGREEMENT    entered into by and between     ANDY NORTH     and     GOLFERS INCORPORATED

   Effective February 21, 2011



Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





   TABLE OF CONTENTS





Paragraph   Page            1.   Definitions   3  2.   Term   4  3.   Grant of License and Exclusivity   4  4.   Retention of Rights   4  5.   Appearances   4  6.   Compensation   5  7.   Supply of Endorsed Products   6  8.   Approval of Advertising   7  9.   Ownership   8  10.   SAG and/or AFTRA   8  11.   Standards   8  12.   Events of Default   8  13.   Termination/Remedies   9  14.   Company's Debts   9  15.   Indemnification   9  16.   Insurance   9  17.   Waiver   9  18.   Notices   10  19.   Assignment   10  20.   Independent Contractor   10  21.   Joint Venture   10  22.   Governing Law   10  23   Entire Agreement   10  24.   Amendments   10  25.   Authority   11  26.   Severability   11  27.   Compliance with Laws   11  28.   Attorney's Fees and Costs   11  29.   Force Majeure   11  30.   Confidentiality   11  31.   Counterparts   11

  Page 2 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





   ENDORSEMENT AGREEMENT    THIS ENDORSEMENT AGREEMENT (herein the Agreement) is effective on this 21s t day of February 2011, by and between Golfers  Incorporated, a Delaware Corporation, having a mailing address of 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266 (hereinafter  referred to as Company) and Andy North, having a mailing address of 1624 S. High Point Road, Madison, WI 53719 (hereinafter referred to as  North).    WITNESSETH    WHEREAS, North is recognized and known throughout the world to be a highly skilled golfer and television commentator; and    WHEREAS, North's name and likeness (hereinafter defined) has commercial value with respect to the advertisement, promotion and sale  of products and services in the commercial marketplace; and    WHEREAS, Company is engaged in the business of developing, marketing and selling F2 Golf Clubs (hereinafter referred to as  Product), and Company desires to obtain North's services and endorsement to be utilized in the advertising and sale of such Product; and    WHEREAS, North agrees, subject to the terms and conditions contained herein, to provide certain services to Company and to authorize  the use of North's endorsement by Company for such purposes.    NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:















1. Definitions. As used herein, the following terms shall be defined as set forth below:

  a. Contract Period shall mean that period of time from February 21, 2011 through December 31, 2012.

  b. Contract Year shall mean the specific period of time during the Contract Period as more specifically set forth below:    · Contract Year 2011 (2/21/11 - 12/31/11)    · Contract Year 2012 (1/1/12- 12/31/12)

  c. Contract Territory shall mean the world.

  d. North's Likeness shall mean and include North's name, image, photograph, voice, initials, signature, biographical information, and  persona.

  f. North's Endorsement shall mean and include North's public statements and comments about Company's Product.

  Page 3 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011























  g. Endorsed Product(s) shall only mean and include Company's irons, woods, wedges and putters.

2. Term. The Term of this Agreement shall be for the Contract Period unless it is terminated or extended as set forth in this Agreement.

3. Grant of License and Exclusivity. Subject to the terms set forth in this Agreement, North hereby grants to Company the right and privilege  to use North's Likeness and North's Endorsement during the Term and within the Contract Territory in all reasonable forms of advertising  including, but not limited to television (including the infomercial format), radio, print advertising, brochures, pamphlets, product packaging,  point-of-purchase materials, Company's  web-site and a demonstration video (hereinafter referred to as Advertising Materials)  in connection with Company's advertisement and sale of the Endorsed Product only. During the Term of this Agreement and within the  Contract Territory, North agrees not to enter into an agreement with another company or entity for the purpose of endorsing or promoting  products similar to the Endorsed Products. Upon the expiration or termination of this Agreement, Company shall be prohibited from using or  distributing any new or existing Advertising Materials using North's Likeness and North's Endorsement except for Endorsed Product with  North's Likeness and/or North's Endorsement on the packaging that is already in the channel of retail distribution. Company shall be  prohibited from selling or shipping any new Endorsed Product with North's Likeness and/or North's Endorsement on the packaging upon  the expiration or termination of this Agreement.

4. Retention of Rights. All rights not specifically granted or licensed to Company hereunder shall be reserved and retained by North and may  be utilized or licensed by North to any third parties in any manner which is not in contravention of this Agreement.

5. Appearances.

  a. Production Appearances.

  i. Contract Year 2011. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2011  for the purpose of producing the following: (1) one 30-minute infomercial; (2) one 30-second television commercial; (3) one  demonstration dvd on how to use the Endorsed Product. (4) product testimonials and (5) still photographs for print  advertisements and packaging (hereinafter referred to as Production Appearance). Said Production Appearance shall take  place on February 22 & 23, 2011 in or around Phoenix, AZ. The Production Appearance shall be approximately nine (9)  hours in duration on February 22nd and five (5) hours in duration on February 23rd. During such Production Appearance,  North shall be permitted to wear the apparel of his choice.    ii. Contract Year 2012. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2012  for the purpose of producing either new or updated Advertising Materials. Said Production Appearance shall take place at a  mutually agreed upon time and location. The Production Appearance shall be approximately nine (9) hours in duration on  the first day and five (5) hours in duration on the second day. During such Production Appearance, North shall be permitted  to wear the apparel of his choice.

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  b. Additional Production/Promotional Appearances. If requested by Company, North agrees to use reasonable effort to make Additional  Production/Promotional Appearances on behalf of Company (hereinafter referred to as Additional Production/Promotional  Appearances). Should Company request for North to conduct Additional Production/Promotional Appearances and North agrees to  appear, Company shall pay North an additional fee for such appearance(s) as set forth in paragraph 6.d. below. North has no obligation  to make such appearance.

  c. Voice-Over Appearances. If requested by Company, North shall make one (1) voice over appearance during the Term. The voice over  appearance shall take place at North's personal residence or at another mutually agreed upon location in Wisconsin, and shall not  exceed two (2) hours in duration.

  d. Promotional Appearance. If requested by Company, North agrees to make one (1) promotional appearance each Contract Year during  the Term at certain events to promote the Endorsed Products. Said appearance shall be approximately three (3) hours in duration.

  e. Promotion/Media Activities. North will use reasonable efforts to mention the benefits of Company's Endorsed Products when North is  being interviewed or North is participating in Public Events as defined below.

  f. Expenses. If travel is necessary to provide the services set forth in this Agreement, Company shall provide or reimburse all such travel  expenses of North, including round-trip first-class airfare on the airline of North's choice, first-class hotel accommodations, reasonable  meal and ground transportation expenses. Company shall deliver the airline tickets to North at least seven (7) days prior to the  scheduled appearance, and reimburse North for other such expenses within ten (10) days after receipt of the expense receipts.

  g. Scheduling. All appearances shall be scheduled on dates, times and locations that are mutually agreed upon by Company and North.  All such appearances shall be scheduled through North's duly authorized agent for this project-Fidelity Sports Group, LLC.

6. Use of F2 Wedges/Using F2 Golf Bag. During the Contract Period and within the Contract Territory, North agrees to:

  a. Wedges. Use Company's F2 branded wedges when competing professionally, conducting public clinics or outings, participating in  public golf events and when appearing at other public functions where it is appropriate to use or have golf clubs at such events (herein  Public Events').

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  The Contract Year 2011 Guaranteed Fee shall be paid as follows:

The Contract Year 2012 Guaranteed Fee shall be paid as follows:









  b. Golf Bag. Use and carry Company's F2 branded golf bag at all Public Events as defined immediately above. North shall have the right to  place a maximum of two (2) non-competitive third party sponsor names/logos that are of a reasonable size on the belly portion of the F2  branded golf bag.

  c. Irons, Woods, Putter. Use reasonable efforts to use F2 branded irons, woods and putter at all Public Events. For purposes of  clarification, North shall not be required to use F2 branded irons, woods and putters.

7. Compensation.    a. Guaranteed Service Fee and Marketing Retainer. In consideration for the rights, services and benefits granted by North hereunder,  Company agrees to pay North a non-refundable Guaranteed Service Fee and Marketing Retainer (hereinafter referred to as Guaranteed  Fee) of fifty-five thousand dollars ($55,000USD) in Contract Year 2011 and seventy thousand dollars ($70,000USD) in Contract Year  2012.

  (i) Twenty-Five thousand dollars ($25,000USD) on or before two days after this Agreement is fully executed.    (ii) Fifteen thousand dollars ($15,000USD) on or before July 1, 2011.    (iii) Fifteen thousand dollars ($ 15,000USD) on or before November 1, 2011.

  (i) Twenty-Five thousand dollars ($25,000USD) on or before February 1, 2012    (ii) Twenty-Five thousand dollars ($25,000USD) on or before July 1, 2012    (iii) Twenty thousand dollars ($20,000USD) on or before November 1, 2012

  b. Royalties. In addition to payments due North by Company as set forth in paragraphs 7.a. above, Company further agrees to pay North  a one percent (1%) royalty on all Gross Revenue generated from the sale of all Company Products (herein Royalties).

  c. Payment of Royalties/Statement of Accounts.    (i) Company agrees to pay all royalties due as set forth in section 7.b. above on or before thirty (30) days following the end  of each quarterly period during the Contract Period. The quarterly royalty payment shall be accompanied by a statement  of account indicating the quantities of Products sold, the Gross Revenue generated from all sales of the Product where  the sales were derived from (i.e. direct sales or retail sales) and the royalty payment that is due to North.    (ii) Company shall keep, at its principal office, 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266, a complete and  accurate set of books and records maintained in accordance with generally accepted accounting principles and business  practices. Said books and records shall be maintained for a two (2) year period following the expiration or termination of  this Agreement. Company shall make said books available to North or North's representative on reasonable notice during  the Term of this Agreement and the two (2) year period immediately following thereafter. The cost of any and all  inspections shall be paid by North, unless an inspection shows an under-reporting or under-payment of more than five- percent (5%) for any quarterly period, in which event Company shall reimburse North for all such inspection costs.

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  Fidelity Sports Group, LLC  Bank of America  ABA #: 026009593  SWIFT Code #: BOFAUS3N  Trust Account #: 8980 1796 5942









  d. Additional Production/Promotional Appearances Fee. In addition to the amounts payable by Company to North set forth in paragraph  7.a. and 7.b. above, and should Company request for North to make Additional Production/Promotional Appearances, Company further  agrees to pay North a mutually agreed upon fee for each Additional Production/Promotional Appearance conducted by North. All  compensation to be paid to North for Additional Production/Promotional Appearances shall be due and payable to North prior to each  scheduled Additional Production/Promotional Appearance.

  e. Form of Payment. All payments hereunder shall be made payable to the order of Fidelity Sports Group, LLC, as agent for Andy North  and shall be paid via check or wire transfer. If by wire transfer, then direct payment to the following bank account:

  f. Late Payments. Amounts not received within ten (10) days following their respective due dates shall be assessed a late charge equal to  one and one-half percent (1 _%) per month of the overdue amount until paid, commencing on the eleventh day.

  g. Supply of Endorsed Products. Company shall deliver to North, at no charge, and in a timely fashion, a reasonable number of Endorsed  Products for North's personal use each Contract Year during the Contract Period. All postage expenses associated with the delivery of  the Endorsed Products shall be borne by Company.

8. Approval of Advertising.    a. Company agrees that it will not use North's Likeness or North's Endorsement hereunder unless and until all Advertising Materials and  their intended use has been approved by North. North agrees that any Advertising Materials submitted for approval as provided herein  may be deemed by Company to have been approved hereunder if the same is not disapproved by North within seven (7) business days  after receipt thereof. North agrees that any Advertising Materials submitted hereunder will not be unreasonably disapproved and, if it  is disapproved, that Company will be advised of the specific grounds for the disapproval. Company shall not use such disapproved  Advertising Materials until it has written approval from North.

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  b. Should Company utilize stock photographs of North, Company agrees to use current photographs and not to add, delete, alter, amend  or modify any existing names, logos, designs, trademarks or other indicia of any other sponsor of North which appear in the portion of  the photograph used by Company.

  c. Company acknowledges and agrees that the script and layout of the Advertising Materials, including, but not limited to the infomercial,  shall be reasonably compatible with North's personality and/or style. Should the Advertising Materials be approved as set forth in  Section 8.a. above, the Advertising Materials shall reflect North's personal experience and/or testimonial concerning the Product.  Such Advertising Material shall be deemed to be North's representation and warranty that such testimonial copy in fact reflects  North's personal experience with and opinion of the Endorsed Product.

9. Ownership. All materials, in any form whatsoever, relating to the Advertising Materials will be and shall remain the absolute property of  Company. North acknowledge that they do not now have and in the future will assert no right, title, or interest of any kind or nature  whatsoever, in or to any component of the Advertising Materials. Furthermore, subject to North's approval as set forth in section 8 above,  Company shall have the right at any time during the Term of this Agreement to make any revisions to the Advertising Materials or prepare  versions of all or any part of the Advertising Materials to conform to the requirements of individual markets or customers.

10. SAG and/or AFTRA. In the event of any of the Advertising Materials contemplated herein come within the purview or jurisdiction of the  Screen Actors Guild (SAG) and/or the American Federation of Television and Radio Artists (AFTRA), and North is required for any  reason to become a member thereof, North agrees to join such union(s), and Company agrees to pay any and all expenses whatsoever  including all dues, assessments, or contributions necessary in order for North to render his services hereunder, including any and all  pension and health contributions or assessments that may be required by such entities. North's participation in any such Advertising  Materials pursuant to this paragraph in the Agreement shall not result in any expenses or diminution of the Guaranteed Fee or Royalties of  this Endorsement Agreement whatsoever to North.

11. Standards. Company and North shall at all times deal with each other in good faith and strive to maintain and enhance each other's positive  image and reputation. North and Company shall act at all times in a manner that shall not be in contravention of public morals and  conventions.

12. Event of Default.    a. It shall be an event of default hereunder by North if i) North shall materially breach this Agreement and such breach remains uncured  for a period of thirty (30) days after written notice thereof from Company to North, or ii) North shall be indicted for a felony involving  moral turpitude which brings disrepute to the Company.

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The foregoing indemnity shall survive the expiration, fulfillment or termination of this Agreement.







  b. It shall be an event of default hereunder by Company if i) Company fails to pay all fees when due and payable pursuant to this  Agreement, ii) Company is adjudicated as insolvent or declares bankruptcy, or iii) Company shall materially breach this Agreement and  such breach remains uncured for a period of thirty (30) days after written notice thereof from North to Company.

13. Termination/Remedies. Either party shall have the right to terminate this Agreement upon the occurrence of an event of default by the other  party by providing written notice thereof to the defaulting party. All rights and remedies of the parties herein specified are cumulative and  are in addition to, not in limitation of, any rights and remedies the parties may have at law or in equity and all such rights and remedies may  be exercised singularly or concurrently.

14. Company's Debts. North shall not be liable for any debts or obligations of Company resulting directly or indirectly from the aforesaid use of  the North's Likeness, North's Endorsement or the services provided by North. Company shall make no representation, or in any way imply  in its actions or failure to act, that North is on will be liable for debts or obligations of Company.

15. Indemnification. Company shall indemnify, defend, and hold harmless North and its employees, officers, agents, and representatives from  and against any and all claims, suits, assessments, losses, obligations, penalties, charges, actions, damages, liabilities, costs, and expenses  including reasonable attorney's fees whether incurred at trial or in connection with any review by appeal or certiorari of both the trial and  appellate court levels (collectively referred to as Claims) arising out of or in connection with:    a Any claim or action for negligent or intentional misconduct of Company in relation to the advertisement, promotion, or sale of the  Endorsed Product, or Company's use of North's Likeness or North's Endorsement to advertise, promote, distribute, or sell the  Endorsed Product; or    b. Any claim or action for personal injury, death, or property damage resulting from a customer's use of the Endorsed Product; or    c. Any claims or action for the breach by Company of any of its representations and warranties set forth in this Agreement.

16. Insurance. Company agrees, at its own expense, to obtain and maintain general comprehensive liability insurance, with an insurance  company that has a rating of A++ (per AM Best), insuring North as a named insured party, against any claims, suits, losses and damages  arising out of or caused by Company's use of North's Likeness. North's Endorsement or North's services hereunder. Such insurance policy  shall be maintained with limits of not less than two million dollars ($2,000,000). Said policy of insurance shall remain in force for the duration  of this Agreement. A copy of such insurance policy shall be provided to North within thirty (30) days after execution of this Agreement.

17. Waiver. The failure of either party at any time or times to demand strict performance of the other party of any of the terms, covenants or  conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each party may at any time demand  strict and complete performance by the other party.

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18. Notices. All notices, claims, certificates, requests, demands and other communication hereunder shall be made in writing and will be deemed  to have been duly given if delivered by hand, via facsimile transmission, or mailed and addressed as follows:

To Company: Golfers Incorporated    1021 N. Sepulveda Blvd., Suite G    Manhattan Beach, CA 90266    Attention: Mike or Steve Abram      To North: Andy North    c/o Fidelity Sports Group, LLC    514 Broadway Avenue    Orlando, Florida 32803    Attention: David J. Moorman, President & CEO

19. Assignment. Neither party to this Agreement shall assign the rights and benefits herein without the prior written consent of the other party.

20. Independent Contractor. Company has engaged North for certain rights which are set forth in this Agreement, and North's relationship to  Company, and Company's relationship to North, shall at all times be that of an independent contractor.

21. Joint Venture. This Agreement does not constitute a partnership or joint venture between North and Company. No party shall have the  right to obligate or bind the other party in any manner whatsoever.

22. Governing Law. The Agreement shall be governed by and construed under the laws of the State of Florida in the United States of America,  and venue for any such legal action shall be in the Circuit Court or County Court in Orlando, FL or the U.S. District Court having jurisdiction  over Orlando, FL.

23. Entire Agreement. This writing constitutes the entire agreement and understanding between the parties with respect to its subject matter.  This Agreement supersedes all prior or contemporaneous agreements and understandings between the parties with respect to its subject  matter.

24. Amendments. This Agreement may be amended only by a written instrument duly executed by both parties.

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25. Authority. Each party warrants and represents to the other that it has the full right, power and authority to enter into and perform this  Agreement, to make the covenants and representations contained in this Agreement and further, that the execution, delivery and  performance of this Agreement will not violate, conflict with, or constitute a default under, any contract, agreement or undertaking to which  it is a party or by which it is bound.

26. Severability. The illegality, unenforceability or invalidity of any term, clause or provision of this Agreement shall not affect any other term,  clause or provision hereof, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision  had not been included.

27. Compliance with Laws. Company represents and warrants to North that it will comply with all rules, regulations, laws, orders, decrees and  ordinances of the United States, each state and political subdivision thereof, and each and every foreign country having legal jurisdiction  over any aspect of Company's activities under this Agreement, including, but not limited to, the use of North's Likeness in advertisements  for and on behalf of the Company.

28. Attorney's Fees and Costs. The prevailing party in any litigation or other proceeding between the parties arising out of the interpretation,  application, or enforcement of any provision of this Agreement shall be entitled to recover all of its reasonable fees, court costs, and  expenses, including fees for attorneys, whether incurred at trial or in connection with any review by appeal or certiorari, accountants, and  other professionals.

29. Force Majeure. In the event any of the appearances set forth in this Agreement are cancelled or delayed due to matters of Force Majeure,  as such term is defined below, Company and North shall use their reasonable efforts to reschedule such appearance as soon as possible  following such cancellation or delay. As used herein, the term Force Majeure shall mean war, civil unrest, acts of God, unusually severe  weather, environmental matters, failure of common carrier, governmental action, labor disputes, casualty, illness, injury and/or emergency.

30. Confidentiality. The compensation terms of this Agreement hereunder and any financial information collected through the review of  Company's records or statements shall be treated by the parties as confidential information. The parties hereto agree not to disclose any  such terms, amounts or information to any other person or entity whatsoever other than its attorneys, accountants, or as required by law.

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

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  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

   ANDY NORTH:





GOLFERS INCORPORATED:               /s/ Michael F. Abram   WITNESS: /s/ [ILLEGIBLE]  By: Michael F. Abram       Its: President       Date: 2-21-11

        /s/ Andy North   WITNESS: /s/ [ILLEGIBLE]  Andy North       Date: 2-20-11

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Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]: A copy of such insurance policy shall be provided to North within thirty (30) days after execution of this Agreement.

[EX Q]: Exhibit 10.2   INTELLECTUAL PROPERTY AGREEMENT   This Intellectual Property Agreement (this Agreement) is entered into on May 12, 2020 (Effective Date), concerning the pursuits set forth herein for the collective development, implementation and commercialization of a potential treatment for the COVID-19 virus and its effects on the human body (collectively referred to herein as the Joint Venture) by and between:   Marv Enterprises, LLC, a Limited Liability Company organized under the laws of the Commonwealth of Pennsylvania (Marv),   Premier Biomedical, Inc. (OTC Pink: BIEI), a Nevada corporation (Premier),   Technology Health, Inc. (OTC Pink: HALB), a Colorado corporation f/k/a Halberd Corporation (THI),   Each shall be referred to as a Party and collectively as the Parties.   RECITALS:               WHEREAS, Marv is a single member LLC with Dr. Mitchell Felder as the sole member.   WHEREAS, Premier is publicly traded on the Pink Sheets, trading symbol BIEI.   WHEREAS, THI is publicly traded on the Pink Sheets, trading symbol HALB.   WHEREAS, Marv is owner of U.S. Patent 9,216,386 and U.S. Patent 8,758,287 collectively referred to as the Issued Patents.   WHEREAS, Premier has an Exclusive License to the Issued Patents via an Agreement executed by Marv and Premier on May 12, 2010 (2010 Agreement).   WHEREAS, Marv has subsequently filed numerous patent applications on subject matter related to the Issued Patents which are listed in Appendix A.   WHEREAS, Marv and Premier expanded Premier's Exclusive License to include all the Applications listed in Appendix A via a Third Addendum to the 2010 Agreement executed by Marv and Premier on the Effective Date (2020 Agreement).   WHEREAS, Marv has filed US provisional patent applications specifically related to methods of treatment for Covid-19 as starred in Appendix A (Covid-19 Applications) to which Premier has an exclusive license via the 2020 Agreement.   WHEREAS, this Agreement contemplates the development of a methodology for the extracorporeal treatment of a patient's body fluid to treat Covid-19 (Field of Covid-19 Treatment).   WHEREAS, the Parties are desirous of collaborating for the creation and distribution of products designed in the Field of Covid-19 Treatment (Covid-19 Licensed Products)   WHEREAS, THI is desirous of exclusively licensing the Applications listed in Appendix A;   WHEREAS, Premier is willing to assign its rights in the 2010 Agreement/2020 Agreement;   WHEREAS, Marv in this Agreement gives its written consent for Premier to assign its rights in the 2010 Agreement/2020 Agreement to THI;                NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the Parties covenant, promise and agree as follows:     1





    AGREEMENT   1.         RECITALS. The Recitals are hereby incorporated herein by this reference, as if fully restated herein.   2.      LICENSING. To the extent that terms in the 2010 Agreement/2020 Agreement are not contradicted or revised here, the terms as stated in 2010 Agreement/2020 Agreement remain in full effect, are controlling, and apply to THI licensing of the Applications in Appendix A and the Licensed Products derived therefrom.   (a) License - THI is granted the following rights to the Applications in Appendix A and the Licensed Products derived therefrom:   Scope. The licenses granted herein are exclusive worldwide licenses to:   1.         make, have made, use, lease, sell and import Licensed Products for the legal purposes of researching, developing, manufacturing, assembling, distributing, and selling the Licensed Products;   2.         make, have made, use and import machines, tools, materials and other instrumentalities, insofar as such machines, tools, materials and other instrumentalities are involved in or incidental to the research, development, manufacture, testing or repair of Licensed Products which are or have been made, used, leased, owned, sold or imported by the Licensee; and   3.         convey to any customer of the Licensee, with respect to any Licensed Product which is sold or leased to such customer, rights to use and resell such Licensed Product as sold or leased by Licensee (whether or not as part of a larger combination); provided, however, that no rights may be conveyed to customers with respect to any Invention which is directed to (i) a combination of such Licensed Product (as sold or leased) with any other product, (ii) a method or process which is other than the inherent use of such Licensed Product itself (as sold or leased), or (iii) a method or process involving the use of a Licensed Product to manufacture (including associated testing) any other product.   4.         Licenses granted herein are solely for products in the form sold by the Licensee and are not to be construed either (i) as consent by the Marv to any act which may be performed by the Licensee, except to the extent impacted by a patent licensed herein to the Licensee, or (ii) to include licenses to contributorily infringe or induce infringement under U.S. law or a foreign equivalent thereof.   5. The grant of each license hereunder includes the right to grant sublicenses to Related Companies for so long as it remains a Related Companies. Any such sublicense may be made effective retroactively, but not prior to the effective date hereof, nor prior to the sublicensee's becoming a Related Company.              (b)      Reports and Payments - For the above exclusive licensing rights, THI will pay for various costs associated with this Agreement. The costs listed below are to be hereinafter referred to as the License Fee, to be paid by and through THI. The use of the License Fee is further broken down below:   1. $20,000, payable to Marv Enterprises, LLC or as it directs, which has already been paid into the account of Marv Enterprises, LLC at the Lynch Law Group   2. The total sum of non-paid invoices (estimated to be approximately $80,000) payable to Marv Enterprises, LLC, previously owed by Premier to Marv up until the effective date of this Agreement, payable in total by no later than July 20, 2020.   3. Reports.       a . Within thirty (30) days after the end of each quarterly period ending on March                 31st, June 30th, September 30th, or December 31st, commencing with the one-year anniversary of the effective date of this Agreement, THI shall furnish to Marv a statement certified by a responsible official of the Licensee showing in a manner acceptable to Marv:   i. all Licensed Products which were sold, leased or put into use during such quarterly period by THI or any of its Related Companies, the gross sales received for the Licensed Products, and the Fair Market Values of such Licensed Products;   ii. all services performed by THI or any of its Related Companies that directly or indirectly used Licensed Product, the gross sales received by the services, and the Fair Market Value of such services;     2





    iii. the amount of royalty payable thereon, and   iv. if no Licensed Product has been so sold, leased or put into use or if no services have been performed, the statement shall show that fact.    b. Within such thirty (30) days, THI shall pay in United States dollars to Marv at PO Box 1332, Hermitage, PA 16148, or other address provided by Marv, the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market.   c. Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percent (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.   (c) THI further agrees to pay Intellectual Property Prosecution and Costs Applications in Appendix A directly to Marv.   1. Costs. THI shall reimburse Marv for all IP Costs incurred on behalf of THI, as well as pre-paid IP Costs incurred prior to the Effective Date of this Agreement, including the costs of provisional and non-provisional applications that are filed to preserve Intellectual Property. Reimbursement for pre-paid IP Costs shall be in accordance with 2 (b) 2 above.    2. Extension of Application. By written notice to Marv and at least ninety (90) days before the non-extendable due date for the filing of a national phase application of an Application, THI shall elect those countries or authorities in which it desires to file a patent application based on the Application. Intellectual Property rights in an unelected country shall revert to Marv.   3. Notice to Licensee. Before payment of any IP Cost, Marv shall notify THI for a time period being the lesser of (i) at least sixty (60) days before the IP Cost is due or (ii) as soon as is practicable after receiving knowledge of the IP Cost. The notice will identify (i) the Application or Patent, (ii) the country, (iii) the reason for the IP Cost, and (iv) the Due Date for payment. THI shall then affirm or deny payment. Affirmation of payment must be received by Marv within fourteen (14) days of the mailing date of the notice or the THI shall be deemed to have denied payment.   a. If THI affirms a payment, THI shall reimburse Marv for all IP Costs arising from the payment and shall then retain its license for the Application or Patent in that country.   b. If THI denies payment, THI shall have no obligation to pay IP Costs associated with the Application or Patent in that country, but the license and all associated rights for that Application or Patent shall revert to Marv.   4. Reimbursement by Licensee. THI shall prepay Marv for any affirmed IP Cost before payment is to be made by Marv. Marv shall have no duty to pay an IP Cost, whether affirmed or not affirmed, for which Marv does not receive prepayment. If THI does not pay Marv by the Due Date, the Application or Patent shall revert to Marv as if THI had denied payment under section 2(c)3.     5. Reversion of License. If a reversion occurs under this Article, the license in that country in which reversion has occurred will be terminated, and THI shall have no further right in the Application or Patent for that country. The right shall revert to Marv who will then have the right to pursue protection for the reverted Application or Patent. Marv has no further duty to THI for a reverted Application or Patent.   6. Applications. Defines as all applications of the United States and foreign countries, including Patent Cooperation Treaty applications that claim priority to the Applications listed in Appendix A, including any non-provisional applications, continuations, continuations-in-part, divisions, reissues, re-examinations or extensions thereof; and all applications including those applications filed in the United States or applications filed under the Patent Cooperation Treaty on subject matter directly related to the Applications in Appendix A whether or not priority to said applications was claimed.    (d)  Royalty Payments.   1. Royalty payments are payable from THI to Marv Enterprises, LLC and will be in the amount of 5% of the Fair Market Value of:   a. Licensed Product that is sold, leased or put into use by the THI or any Related Companies in the preceding calendar quarter; and   b. any service performed by THI or any Related Companies that directly or indirectly uses Licensed Product.     3





    2. This License does not include a minimum annual royalty payable by THI to Marv.   3. Fair Market Value means, with respect to any Licensed Product sold, leased or put into use, the Selling Price actually obtained in an arm's length transaction for a product comprising a Licensed Product in the form in which the product is sold, whether or not assembled and without excluding any components or subassemblies thereof which are included in such Selling Price.   Selling price shall exclude: usual trade discounts actually allowed to unaffiliated persons or entities such as packing costs, costs of transportation and transportation insurance, and import, export, excise, sales and value added taxes, and custom duties.   4. In addition to the 5% amount calculated pursuant to the preceding paragraph, there shall be an identical 5% amount to be paid from THI, per Premier's consideration, to certain shareholders of Premier, as identified by Premier, as of a record date to be determined in the future, on an annual basis, commencing on the one-year anniversary of this Agreement until a total amount of $40,000,000 has been paid to Premier. This royalty is separate and distinct from the royalty obligation to Marv as stated in 2(d)1.            (e)     If THI does not make the obligatory payments as stated in 2(b) by the dates stated, the Exclusive License will revert back to Premier.   3.       JOINT VENTURE   (a)   Premier and THI will jointly cooperate in developing Covid-19 Licensed Products, to be memorialized by them in a Technology Acquisition and Financing Agreement. For the joint venture the following payments will be made by and through THI:   1. $750,000, payable to THI  in total by no later than June 20 , 2020. The payment will be for developing fluorescently-conjugated antibodies in the Field of Covid-19 Treatments.   2.    $1,150,000, payable to THI  in total by no later than July 30, 2020.     The payment will be for development of laser technology in the Field of Covid-19 Treatments.   3. $500,000 payable to a subsidiary of THI to be formed in the United Kingdom, for research and development to be performed in the United Kingdom, by and at the direction of Mohammed Zulfiquar and/or Datatechnics Inc. as invoiced by Mohammed Zulfiquar and/or Datatechnics Inc., for expenses and at an hourly rate to Mohammed Zulfiquar and his designees.   (b).     Premier may partner with other organizations as needed to effectuate the development of technology in the Field of Covid-19 Treatments.   (c) Marv will have no direct role in the development of technology in the Field of Covid-19 Treatment or in the Joint Venture. Marv, through its sole member Dr. Mitchell Felder, may from time to time be consulted regarding the development of technology in the Field of Covid-19 Treatment. This consultation will be done solely at Marv's discretion.   (d)   Premier and THI may execute separate agreements further outlining the conditions of the Joint Venture to effectuate the development of technology in the Field of Covid-19 Treatment.   (e)     If THI does not make the obligatory payments as stated in 3(a) by the dates stated, the Exclusive License will revert back to Premier, provided, however, that in such event, THI would still be entitled to a proportionate interest in any Covid-19 Licensed Products, such portion being equal to a fraction, the numerator of which shall be the actual amount paid and the denominator of which shall be $2,000,000.   4.        NO BROKERAGE FEE. Each Party hereby represents and warrants that there has been no agreement which might cause any other person to become entitled to a finder's fee, a broker's fee or a commission as a result of the transactions contemplated hereunder.   5.  REQUIREMENT. The Parties agree that Marv and/or Mitchell S. Felder shall have no obligation and/or involvement in any capital raising activities for THI or Premier at any time and for any reason. Further, the 150,000,000 (one hundred and fifty million) stock warrants previously ceded to Mitchell S. Felder by Halberd/THI shall not be eliminated, cancelled, or altered in any way, and for any reason, unless specifically directed at the request of Mitchell S. Felder.   6.      NONEXCLUSIVE ENGAGEMENT; EXTENT OF SERVICES. The Parties agree that the relationship contemplated by this Agreement is a nonexclusive engagement/venture and that each Party now renders and may continue to render consulting services and/or sell or provide products to other companies that may or may not conduct activities similar to those of each other Party.     4





    7.        CONFIDENTIALITY.   Each Party agrees to hold in confidence confidential information acquired in the course of this relationship with the other Parties and their associates. Each Party agrees to refrain from, either during period of this Agreement or at any other time thereafter, disclosing, using or disseminating such confidential information, for its or another's benefit, in any way acquired in the course of any association arising out of this Agreement. For purposes of this Agreement, confidential information shall include contacts and introductions to third parties and information relating thereto. Confidential information, knowledge or data of a Party and/or its affiliates shall not include any information which is or becomes generally available to the public other than as a result of a disclosure by such Party or its representatives.   Confidential information should further include:   all information (in whatever form and whether or not marked or otherwise identified as confidential), including financial statements, business plans or records, concepts, marketing studies, projections, sales or pricing information, customer or supplier information, agreements with third parties, Intellectual Property (as defined below) or other data provided by or on behalf of the Disclosing Party to the Recipient and (ii) all notes, analyses, compilations, studies, interpretations or other material prepared by the Recipient or its Representatives which contain or reflect or are based upon, in whole or in part, information furnished by the Disclosing Party pursuant to this Agreement. Confidential Information does not include information which (a) is obtained by the Recipient from a third party who is not known to Recipient to be prohibited from transmitting such information to the Recipient, or (b) was already in the Recipient's possession prior to its entry into this Agreement and which is not subject to any restrictions which would prohibit its disclosure to the Recipient in connection with the parties' evaluation of the Transaction or (c) is or becomes generally available to the public other than as a result of a breach of any confidentiality restrictions to the Recipient.   Intellectual Property shall mean any Confidential Information proprietary to the Disclosing Party and any trademark, service mark, trade name, invention, improvement, discovery, patent, patent application, trade secret, copyright, copyrightable work, trade dress, mask work, computer program or any other type of proprietary intellectual property to which the Disclosing party claims any rights, including any registrations or applications for registration or renewals of any of the foregoing, and all copies and tangible embodiments of the foregoing in whatever form or medium. Confidential information shall also mean any information not generally made available or known to the public and shall include, without limitation, all ideas, inventions, software, documentation, flowcharts, diagrams, improvements, discoveries, research and development, know how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, plans, specifications, and all other information or material within the definition of a trade secret as set forth in the Uniform Trade Secret Act, or which either party otherwise reasonably considers proprietary.   Copies; Return of Confidential Information. The parties may copy or otherwise reproduce any written Confidential Information; provided, however, that all such Confidential Information and copies thereof shall be promptly returned to the Disclosing Party or, at the option of the Disclosing Party, destroyed, upon the Disclosing Party's request, such destruction to be certified in writing.   8.           VENUE. This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. Venue for any action brought under this Agreement shall be in the appropriate court in Mercer County, Pennsylvania.     9.       MATERIALITY. The Parties agree and stipulate that each and every term and condition contained in this Agreement is material, and that each and every term and condition may be reasonably accomplished within the time limitations, and in the manner set forth in this Agreement. The Parties agree and stipulate that time is of the essence with respect to compliance with each and every item set forth in this Agreement.   10.        AMENDMENTS/BINDING. This Agreement may not be amended or modified except by written agreement subscribed by all of the Parties to be charged with such modification. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective partners, employees, agents, servants, heirs, administrators, executors, successors, representatives and assigns.   11.     ENTIRE AGREEMENT. This Agreement, along with the exhibits hereto, sets forth the entire agreement and understanding of the Parties hereto and supersedes any and all prior arrangements and understandings related to the subject matter hereof except for as specifically stated in this  Agreement with regards to the 2010 Agreement and the 2020 Agreement and  licensing rights. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any Party hereto which is not embodied in this Agreement or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no Party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not so set forth.   12.       COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument.   13.     EXPENSES ASSOCIATED WITH THIS AGREEMENT. Marv shall be reimbursed in full for the cost(s) of all legal expenses associated with this agreement by THI.    [remainder of page intentionally left blank; signature page to follow]

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                IN WITNESS WHEREOF, the Parties hereto, agreeing to be bound hereby, execute this Agreement upon the date first set forth above.     Premier Biomedical, Inc.:     /s/ William Hartman                                Date__________ By: William Hartman, CEO       Technology Health, Inc.:     /s/ James Christopher LeDoux               Date___________ By: CEO      Marv Enterprises, LLC:     /s/ Mitchell Felder                                  Date__________ By:  Mitchell Felder

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Question: Highlight the parts (if any) of this contract related to Affiliate License-Licensee that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
[EX A]:
Any such sublicense may be made effective retroactively, but not prior to the effective date hereof, nor prior to the sublicensee's becoming a Related Company.