Common use of CONSIDERATION, PAYMENTS AND REPORTS Clause in Contracts

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay to UTMDACC (or issue to BOARD, in the case of LICENSE Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. EQUITY (as defined in Section 4.1(h) below) or INVESTMENT EQUITY (as defined in Section 4.2 below)) the following: (a) All actual out-of-pocket expenses incurred by UTMDACC on or after April 5, 2012, in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for such expenses incurred as of that time and on a quarterly basis thereafterbasis. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of LICENSEE’s receipt of each such invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00[****], which includes $[****] for patent expenses incurred by UTMDACC prior to the date referenced in Section 4.1(a) above. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for EFFECTIVE DATE. This license documentation fee is not subject to the amount from UTMDACCthirty (30) day cure period set forth in Section 13.3(b); and (c) The following milestone fees, A nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: fee (i“ANNUAL MAINTENANCE FEE”) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable beginning on the third anniversary of the EFFECTIVE DATE and each anniversary of the EFFECTIVE DATE occurring thereafter until the first SALE, as follows: (i1) a first ANNUAL MAINTENANCE FEE in the amount of $50,000.00 for the first annual maintenance fee, [****] shall be due and payable (without invoice) within thirty (30) calendar days of after the first third anniversary of the EFFECTIVE DATE; and (2) second and subsequent ANNUAL MAINTENANCE FEES shall be due and payable (without invoice) within thirty (30) calendar days after the fourth and each subsequent anniversary of the EFFECTIVE DATE until the first SALE. This fee The amount of the ANNUAL MAINTENANCE FEE shall increase by $[****] each year, e.g., $[****] shall be due within thirty (30) calendar days after the fourth anniversary of the EFFECTIVE DATE; $[****] shall be due within thirty (30) calendar days after the fifth anniversary of the EFFECTIVE DATE; $[****] shall be due within thirty (30) calendar days after the sixth anniversary of the EFFECTIVE DATE; and so on. The ANNUAL MAINTENANCE FEES will not reduce the amount of any other payment provided for in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTARTICLE IV; and (d) A running royalty equal to five percent (5%) [****] of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent A one-time milestone payment of $[****] due upon REGULATORY APPROVAL of the first LICENSED PRODUCT, regardless of whether the milestone is achieved by LICENSEE, a sublicensee or an AFFILIATE. The foregoing milestone payment shall be made by LICENSEE to UTMDACC (without invoice) within thirty (30%) calendar days of achieving the milestone event and shall not reduce the amount of any other payment provided for in this ARTICLE IV; and Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (f) The following percentages of all consideration, other than research and development money and royalties for NET SALESroyalties, received by LICENSEE from any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, including but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities.securities (hereafter “SUBLICENSEE CONSIDERATION”): (f1) In case [****] of all SUBLICENSEE CONSIDERATION if the sublicense is executed before the second anniversary of the sale EFFECTIVE DATE; and (2) [****] of all SUBLICENSEE CONSIDERATION if the sublicense is executed on or after the second anniversary of LICENSEE's assets to a third xxxxxthe EFFECTIVE DATE, but before the fourth anniversary of the EFFECTIVE DATE; and (3) [****] of all SUBLICENSEE CONSIDERATION if the sublicense is executed on or after the fourth anniversary of the EFFECTIVE DATE; and (g) An Assignment Fee of $[****] for each permitted assignment of this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), due and payable prior to any assignment pursuant to Section 12.1 below; and (h) LICENSE EQUITY as consideration for the license as follows: LICENSEE shall issue “LICENSE EQUITY,” as defined below, to the BOARD, on behalf of UTMDACC, or to the BOARD’s designee. As used herein, “LICENSE EQUITY shall mean that number of shares of LICENSEE’s common stock equal to [****] of the TOTAL ISSUED COMMON STOCK, including equity issued, or to be issued, in connection with the FIRST and SECOND SEED MONEY INVESTMENT. “TOTAL ISSUED COMMON STOCK” shall mean the number of shares of common stock that would be outstanding assuming conversion of all preferred stock and convertible debt and the exercise of any options, but not limited toassuming any exercise of outstanding warrants. The LICENSE EQUITY shall be issued to the BOARD or the BOARD’s designee on or before that date which is thirty (30) calendar days after the LICENSEE’s receipt of the FIRST SEED MONEY INVESTMENT. If BOARD is issued LICENSE EQUITY prior to the SECOND SEED MONEY INVESTMENT, royalties, up-front payments, marketing, distribution, franchise, option, license, such additional equity (as necessary) will be issued to the BOARD or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable the BOARD’s designee within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE’S receipt of the SECOND SEED MONEY INVESTMENT to make up the difference (if any) between the LICENSE EQUITY already issued to the BOARD and its sublicenseesthe number of shares of LICENSEE’s common stock equal to [****] of the TOTAL ISSUED COMMON STOCK, if any existincluding equity issued, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC or to account for LICENSEE's payments hereunder. This report will include pertinent databe issued, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously connection with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are dueSECOND SEED MONEY INVESTMENT. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred as of the EFFECTIVE DATE by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect, unless BOARD sublicenses the LICENSED SUBJECT MATTER to one or more third parties, in which case the expenses under this Section 4.1(a) incurred after the effective date of such third party licenses shall be pro-rated between all licensees. UTMDACC will invoice LICENSEE within thirty (30) calendar days of after the EFFECTIVE DATE AGREEMENT has been fully executed by all parties for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee The one-time amounts set forth in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable following table within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice first achievement of the corresponding milestone event (each, a “Development Milestone”) for the amount from UTMDACC; andfirst LICENSED PRODUCT to meet such Development Milestone: Development Milestone Payment The earlier of either: $ (cA) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless First dosing of whether LICENSEE or the first patient in a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of PHASE II CLINICAL TRIAL for a LICENSED PRODUCT for human diagnostic usein a MAJOR MARKET COUNTRY; andprovided that if a combined PHASE I/II CLINICAL TRIAL is conducted in lieu of separate PHASE I and PHASE II CLINICAL TRIALS, one year after the first dosing of the first patient in the PHASE I/II CLINICAL TRIAL, or (iiB) $70,000.00 upon regulatory approval First appointment by LICENSEE of a SUBLICENSEE under the LICENSED SUBJECT MATTER to make and sell LICENSED PRODUCTS for a MAJOR MARKET COUNTRY, or for the exclusive right to ‘ distribute in a MAJOR MARKET COUNTRY LICENSED PRODUCTS supplied by LICENSEE (provided the SUBLICENSEE is responsible for all marketing and promotion of the subject LICENSED PRODUCTS within such MAJOR MARKET COUNTRY). First MARKETING APPROVAL for a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATEa MAJOR MARKET COUNTRY. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term $ For purposes of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.4.1(b):

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MDA the following: : (a) All out-of-pocket expenses incurred by UTMDACC MDA in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCMDA, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC MDA will invoice LICENSEE within thirty (30) calendar 30 days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar 30 days of invoice; and and (b) A nonrefundable license documentation fee in the amount of $50,000.00____________. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar 30 days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCMDA; and and (c) The following milestone feesA nonrefundable quarterly license maintenance fee of $_____________, annual payable until the first SALE of LICENSED PRODUCTS. This maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due fee will be invoiced by MDA and payable by LICENSEE concurrently with future quarterly payments for MDA's out-of-pocket expenses as follows: (iprovided for in Section 4.1(a) $50,000.00 for the first annual maintenance fee, due hereinabove and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) ___ % of LICENSEE's NET SALES, due SALES of LICENSED PRODUCTS; and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent Minimum annual royalties of $______ [NOTE: Delete reference to "minimum royalties" if there are none.]; and (30%f) 50% of all consideration, other than research and development money and royalties for NET SALESmoney, received by LICENSEE from either (i) any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 herein above, includingor (ii) any assignee pursuant to Section 12.1 hereinbelow, including but not limited to, up-front royalties, upfront payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00*. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCparties; and (c) The following milestone fees, Nonrefundable annual license maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable fees as follows: (i) year one - $50,000.00 for the first annual maintenance fee*, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and; (ii) year two - $75,000.00 for the second annual maintenance fee*, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and; (iii) year three - $90,000.00 for the third annual maintenance fee*, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce ; (iv) year four - $*, due within thirty (30) days of the amount fourth anniversary of any other payment provided in this AGREEMENTthe EFFECTIVE DATE; (v) year five - $*, due within thirty (30) days of the fifth anniversary of the EFFECTIVE DATE; and (ivvi) Minimum annual royalties of year six and each subsequent year - $100,000.00*, due within thirty (30) days of the seventh anniversary of the EFFECTIVE DATE and payable quarterly as every anniversary of the EFFECTIVE DATE thereafter, provided in Section 4.2 beginning that, upon the first SALE SALE, the annual maintenance fee for that year and subsequent years will become a guaranteed minimum annual royalty of a LICENSED PRODUCT$* per year. These annual maintenance fees will be offset against any payments paid that are otherwise due pursuant to Section 4.1(d); and (d) A running royalty equal to five as follows: (i) percent (5*%) of NET SALES up to and including $* in NET SALES, due and payable quarterly as provided ; and (ii) percent (*%) of NET SALES in Section 4.2 by LICENSEE to UTMDACC, regardless excess of whether LICENSEE or a sublicensee makes a SALE$*; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties Milestone payments as follows due for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities.each LICENSED PRODUCT used as a therapeutic: (fi) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable * due within thirty (30) calendar days after March 31of an NDA filing for each LICENSED PRODUCT. As used herein, June 30“NDA filing” shall mean the filing of a New Drug Application (as described in 21 C.F.R.§ 314.50 et. seq. or any future revisions or substitutes therefor) or a similar application seeking Marketing Approval, September 30as defined below, and December 31 of each year during in the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC United States or a true and accurate report, giving such particulars of country other than the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to:United States; (aii) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and $* due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within within thirty (30) calendar days following of Marketing Approval of each anniversary LICENSED PRODUCT. “Marketing Approval” means the approval or authorization required for the marketing, promotion and sale of LICENSED PRODUCT in a country, such as the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER issuance of an approval action on an NDA in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, feesStates, or charges the issuance of any kind. Checks are to be made payable to The University of Texas M.its equivalent in a country other than the United States; and

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred as of the EFFECTIVE DATE by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of after the EFFECTIVE DATE AGREEMENT has been fully executed by all parties for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00$ . This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; andand *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (c) The following milestone fees, Nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties fees due and payable as follows: (i) $50,000.00 for follows until the first annual maintenance feeSALE: • First, second, third and fourth anniversary of the EFFECTIVE DATE: $ ;Fifth and all subsequent anniversaries of the EFFECTIVE DATE until first SALE: $ ; (collectively, the “Annual Maintenance Fee”). The Annual Maintenance Fees will be due and payable without invoice within thirty (30) calendar days of the first each anniversary of the EFFECTIVE DATE. This fee DATE until first SALE and will not reduce the amount of any other payment provided for in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTARTICLE IV; and (d) A running royalty equal to five percent (5( %) of NET SALESSALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES, subject to the following: • It is understood that royalties, shall be due and payable quarterly as provided under this Section 4.1(d) above only on SALES of LICENSED PRODUCTS, the SALE of which would, but for the license granted herein, infringe a VALID CLAIM in Section 4.2 by the country for which such LICENSED PRODUCT is SOLD. However, if the SALE of a LICENSED PRODUCT would infringe a VALID CLAIM in the MAJOR MARKET COUNTRIES, LICENSEE to UTMDACCshall pay royalties hereunder on all sales of such LICENSED PRODUCT in any country, regardless of whether the sale of such product in such country would infringe a VALID CLAIM. • In the event that more than one patent within the PATENT RIGHTS is applicable to any LICENSED PRODUCT subject to royalties under this Section 4.1(d), then only one royalty shall be paid to UTMDACC in respect of such quantity of the LICENSED PRODUCTS and in any event no more than one royalty will be payable hereunder with respect to any particular LICENSED PRODUCT unit; • No royalty shall be payable under this Section 4.1(d) with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under this Section 4.1(d) with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples; • In the event that a sublicensee makes LICENSED PRODUCT is sold in combination as a single product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Section 4.1(d) shall be as reasonably allocated, as determined in good faith by LICENSEE and UTMDACC, between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable; • To the extent that the LICENSEE is required, by order or judgment of any court to obtain in any jurisdiction any license from a third party in order to practice the rights granted to the LICENSEE hereunder, or LICENSEE otherwise reasonably determines that such a license is necessary, then [***] of the royalties payable to such third party may be deducted from royalties otherwise payable to UTMDACC from the LICENSEE in that jurisdiction, provided that in no event shall the royalties payable to UTMDACC pursuant to this Section 4.1(d) in any quarterly period in such jurisdiction be reduced by [***] as a result of any such deduction; and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions • Notwithstanding the foregoing, if SALES of a LICENSED PRODUCT subject to royalty obligations under this Section 4.1(d) are also subject to a royalty under one or more other agreements entered into by Introgen Therapeutics, Inc. and UTMDACC, LICENSEE may reduce the royalties payable hereunder with respect to SALES of such LICENSED PRODUCT in direct proportion to the number of such other agreements. For example, if in addition to royalty obligations under Section 4.1(d) of this Agreement, SALES of LICENSED PRODUCTS will be subject to royalties under one such additional agreement, LICENSEE may reduce the royalties payable hereunder by fifty percent (50%); if in addition to royalty obligations under Section 4.1(d) of this Agreement, SALES of LICENSED PRODUCTS will be subject to royalties under two such additional agreements, LICENSEE may reduce the royalties [***]; if in addition to royalty obligations under Section 4.1(d) of this Agreement, SALES of LICENSED PRODUCTS will be subject to royalties under three such additional agreements, [***]; etc. (such percentage reductions, the “PROPORTIONAL PERCENTAGE REDUCTIONS”). To the extent such other agreements do not provide for a corresponding PROPORTIONAL PERCENTAGE REDUCTION in the royalties payable thereunder to account for royalties payable under this AGREEMENT, they shall by this AGREEMENT be deemed amended to provide for such corresponding PROPORTIONAL PERCENTAGE REDUCTION in the royalties payable thereunder; and *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (e) After first SALE, minimum annual royalties of $ . This amount shall be due and payable within thirty (30) days of the first and all subsequent anniversaries of the EFFECTIVE DATE which follows the first SALE (“Minimum Annual Royalties”); provided, however, that in the event that there is less than a twelve month period between the first SALE and the first anniversary of the EFFECTIVE DATE which follows the first SALE, then LICENSEE shall pay the following: (1) the Annual Maintenance Fee due for that year multiplied buy the fraction, A/C, where A is the number of months between the anniversary of the EFFECTIVE DATE preceding the first SALE and the first SALE and C is twelve (12); and (2) the Minimum Annual Royalty multiplied by the fraction B/C, where B is the number of months between the first SALE and the first anniversary of the EFFECTIVE DATE which follows the first SALE, C is twelve and A + B = twelve (12). Additionally, running royalties accrued under Section 4.1(d) and paid to UTMDACC during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the Minimum Annual Royalties due on that anniversary date; and (ef) Thirty the following percentage of SUBLICENSE INCOME received by LICENSEE: • percent (30( %) of all consideration, other than research SUBLICENSE INCOME received by the LICENSEE from the EFFECTIVE DATE until the first anniversary thereof; and development money and royalties for NET SALES, • percent ( %) of SUBLICENSEE INCOME received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus on and milestone payments and equity securities. (f) In case after the first anniversary of the sale EFFECTIVE DATE until the termination or expiration of all of LICENSEE's assets to a third xxxxxthis AGREEMENT. Additionally, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the maximum payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT under Section 4.1(f) for each sublicense agreement is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities$ . 4.2. 4.2 Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicenseesSUBLICENSEES, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSmonth’s; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)produced; and (d) the total SALES by the category listed in Section 4.2(b)SALES; and (e) the calculation of NET SALES by the category listed in Section 4.2(b)SALES; and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(bUTMDACC) and/or minimum royalties; and (g) all consideration SUBLICENSING INCOME received from each sublicensee or assignee SUBLICENSEE and payments due UTMDACCUTMDACC under Section 4.1(f); and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES’ and its sublicensees' SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and and, other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's ’s expense, to periodically examine LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's ’s (and any sublicensee'sSUBLICENSEE’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'SUBLICENSEE’s) commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Xxxxxxxx Cancer Center, and sent by United States mail to Box 297402, Xxxxxxx, Xxxxx 00000, Attention: Grants and Contracts or by wire transfer to: JPMorgan Chase Bank, N.A. 000 Xxxxxx Houston, Texas 77002 *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions SWIFT: XXXXXX00 (for international wires only) ABA ROUTING NO: 000000000 ACCOUNT NAME: Univ. of Texas M. D. Xxxxxxxx Cancer Center ACCOUNT NO.: 1586838979 REFERENCE: include title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license documentation fee, milestone payment, royalty [including applicable patent/application identified by MDA reference number and patent number or application serial number], or maintenance fee, etc.). 4.6 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATER by BOARD and LICENSEE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD LICENSOR to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All reasonable out-of-pocket expenses incurred by UTMDACC LICENSOR in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCLICENSOR, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC LICENSOR will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee equal to $120,000, payable in the amount of $50,000.00four (4) equal installments. This fee The first payment will not reduce the amount of any other payment provided for in this ARTICLE IVbe due and payable on January 31, 2004, and is due the remaining three (3) payments will be made on a quarterly basis thereafter (on June 30, 2004, September 30, 2004 and December 31, 2004). LICENSEE will be invoiced for said amounts by LICENSOR; and (c) A running royalty equal to six percent (6%) of LICENSEE's NET SALES of LICENSED PRODUCTS will be applicable on NET SALES in excess of the first One Million Dollars ($1,000,000); and (d) Minimum annual royalties of Sixty Thousand Dollars ($60,000.00), which will be payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone feesMarch 31, annual maintenance feesJune 30, September 30, and minimum annual royalties: Milestone Fees due and payableDecember 31 of each year during the term of this AGREEMENT, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for with the first annual maintenance fee, payment due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance feeafter March 31, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE2005; and (e) Thirty Up to fifty percent (3050%) of all consideration, other than research and development money and royalties for NET SALES, consideration received by LICENSEE from either (i) any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 herein above, includingor (ii) any assignee pursuant to Section 12.1 hereinbelow, including but not limited to, up-front royalties, upfront payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. The amount due under this Section 4.1(e) shall be fixed by mutual agreement of LICENSEE and LICENSOR. (f4.2 The payments under Sections 4.1(c) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC LICENSOR a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC LICENSOR to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous reporttotal quantities of LICENSED PRODUCTS produced; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTStotal SALES; and (c) the total quantities calculation of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)NET SALES and royalties thereon; and (d) the total SALES by the category listed in Section 4.2(b)royalties (and/or minimum royalties) so computed and due LICENSOR; and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC LICENSOR herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC LICENSOR the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one three (13) year years thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES of LICENSED PRODUCTS in sufficient detail to enable the royalties and other payments due payable hereunder to be determined. LICENSEE agrees to shall permit UTMDACC LICENSOR or its representatives, at UTMDACC's LICENSOR'S expense, to periodically examine LICENSEE's 'S books, ledgers, ledgers and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any the amounts due UTMDACC LICENSOR are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus the accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following of each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, LICENSOR a written progress report as to LICENSEE's 'S (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University TIAX LLC, P.O. Box 846108, Bxxxxx, XX 00000-0000, xx xx xxxx xxxxxxxr to Citizens Bank, 1 Citizens Drive, Rixxxxxxx, XX 00000; Xxxxxxx Xxxxxx: 000500120; Account Nxxxxx: 0035538317; Account Name: TIAX LLC. 4.6 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of Texas M.co-ownership of LICENSED SUBJECT MATTER by LICENSOR and (i) U.S. government agencies, and/or (ii) another party, including, but not limited to, LICENSEE, except to the extent such co-ownership legally or effectively reduces or limits LICENSEE's ability to derive the full benefit of the rights granted to it under Section 3.1 of this Agreement.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MD XXXXXXXX the following: (a) All out-of-pocket expenses all reasonable PATENT EXPENSES incurred by UTMDACC MD XXXXXXXX in filing, prosecuting, enforcing defending in a patent office, and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCMD XXXXXXXX, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC MD XXXXXXXX will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for the expenses incurred as of that time and on a quarterly basis thereafter. The invoiced invoice amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee (“LICENSE DOCUMENTATION FEE”) in the amount of $50,000.00[***]. This fee The LICENSE DOCUMENTATION FEE will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCMD XXXXXXXX. This LICENSE DOCUMENTATION FEE is not subject to the thirty (30) day cure period set forth in Section 13.3(b); and (c) The following milestone fees, A nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: fee (i“ANNUAL MAINTENANCE FEE”) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for if 2010 LICENSE has not terminated or expired, the first annual maintenance feeamount of ANNUAL MAINTENANCE FEE shall be: Anniversary of the EFFECTIVE DATE Amount of ANNUAL MAINTENANCE FEE if 2010 LICENSE is in effect 6th and each of every even subsequent anniversary (i.e., 8th, 10th, 12th, etc.) of the EFFECTIVE DATE [***] or (ii) if the 2010 LICENSE is not effect in any jurisdiction, the amount of ANNUAL MAINTENANCE FEE shall be: Anniversary of the EFFECTIVE DATE Amount of ANNUAL MAINTENANCE FEE if 2010 LICENSE is in effect Any ANNUAL MAINTENANCE FEE under Section 4.1(c)(i) or 4.1(c)(ii) is due and payable (without invoice) within thirty (30) calendar days of the first each respective anniversary of the EFFECTIVE DATEDATE until the first SALE and upon receipt by LICENSEE of an invoice from MD XXXXXXXX. This fee For clarity, LICENSEE shall be obligated to pay an ANNUAL MAINTENANCE FEE under either Section 4.1(c)(i) or Section 4.1(c)(ii), but not both, as applicable depending on the status of the 2010 License. Any ANNUAL MAINTENANCE FEE will not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (d) Subject to Section 4.2, a ROYALTY RATE as follows: (i) if the LICENSED PRODUCT is covered by a VALID CLAIM in the country of SALE at the time of SALE as follows: Type of LICENSED PRODUCT ROYALTY RATE – If payment of royalty for the SALE of the LICENSED PRODUCT is also payable under the 2010 LICENSE ROYALTY RATE – If payment of royalty for the SALE of the LICENSED PRODUCT is not also payable under the 2010 LICENSE [***] [***] [***] [***] [***] [***] (ii) $75,000.00 if the LICENSED PRODUCT is not covered by a VALID CLAIM in the country of SALE at the time of SALE as follows: Type of LICENSED PRODUCT ROYALTY RATE – If payment of royalty for the second annual maintenance feeSALE of the LICENSED PRODUCT is also payable under the 2010 LICENSE ROYALTY RATE – If payment of royalty for the SALE of the LICENSED PRODUCT is not also payable under the 2010 LICENSE [***] [***] [***] [***] [***] [***] For clarity, due the lower ROYALTY RATE set forth in the tables above in this Section 4.1(d), shall be applied on a LICENSED PRODUCT-by-LICENSED PRODUCT basis and payable shall only apply to those SALES for which LICENSEE is obligated to pay, and does pay, a royalty for the sale of the same LICENSED PRODUCT under the 2010 LICENSE; and (e) milestone fees within thirty (30) days of achieving the following Milestone Events: Milestone Events Milestone Fees - if the corresponding Milestone Event of the 2010 LICENSE is achieved with the same LICENSED PRODUCT Milestone Fees - Otherwise [***] [***] [***] [***] [***] [***] [***] [***] [***] Each of the foregoing milestone fees shall be made by LICENSEE to MD XXXXXXXX (without invoice) within thirty (30) calendar days of achieving the second anniversary of the EFFECTIVE DATE. This fee will Milestone Event and shall not reduce the amount of any other payment provided for in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance feeARTICLE IV. For clarity, due and payable within thirty (30) calendar days each of the third anniversary foregoing milestone payments shall be paid only once regardless of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list number of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSthat achieve such milestone; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. In consideration of rights granted for the DOSSIER to be developed by BOARD “INTERTECH” and provided to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC “INTERTECH” the following: (a) All out-of-pocket expenses incurred by UTMDACC “INTERTECH” in filing, prosecuting, enforcing and maintaining PATENT RIGHTSRIGHTS in the LICENSED TERRITORY, and all such future expenses incurred by UTMDACC“INTERTECH”, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC “INTERTECH” will invoice LICENSEE within thirty five (3035) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable paid by LICENSEE within thirty five (3035) calendar days of invoice; and (b) A nonrefundable license documentation DOSSIER development fee in the amount of $50,000.00US$ 35,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IVV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; andto 20 June 2011 (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless A nonrefundable fee in the amount of whether US$ 40,000.00 will be paid by LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT to INTERTECH for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use “INTERTECH’s services to assist LICENSEE in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATEobtaining additional funding. This fee will not reduce the amount of any other payment provided for in this ARTICLE V, and is due and payable upon the earlier of (i) LICENSEE receiving funding of US$1,000,000.00 or more for use in the development of LICENSED SUBJECT MATTER, or (ii) after twelve (12) months from the date of LICENSEE has received the financing from the Polish Agency for Enterprise Development (d) In consideration of rights granted by “INTERTECH” to LICENSEE under this AGREEMENT, LICENSEE agrees to pay “INTERTECH “the following: (a) A running royalty on sales of LICENSED PRODUCTS to be determined by the UTMDACC LICENSE. It is understood and agreed that such running royalty will be equal to those amounts set forth in the UTMDACC LICENSE which “INTERTECH would otherwise owe to UTMDACC for any sale of LICENSED PRODUCTS in the LICENSED TERRITORY plus an override of 2% to be added to such amounts. For example, if the UTMDACC LICENSE calls for a running royalty of 2.5%, the resulting royalty to LICENSEE will be 4.5%; and (iib) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment Unless otherwise provided in this AGREEMENT; and (iiiarticle V(e) $90,000.00 for below, the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) following percentage of all consideration, other than research and development money and royalties for NET SALES, consideration received by LICENSEE from either (i) any sublicensee, including, but not limited to, upSUBLICENSEE pursuant to Article IV-front payments, marketing, distribution, franchise, option, licenseLicense hereinabove, or documentation fees, bonus and milestone payments and equity securities. (fii) In case of the sale of all of LICENSEE's assets any assignee pursuant to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC Aritcle XIII-Assignment hereinbelow (in consideration for UTMDACC “INTERTECH” allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus bonus, and certain milestone payments and equity securities.securities not excluded above: 4.2(i) prior to completion of a PHASE IIb CLINICAL STUDY in the LICENSED TERRITORY - twenty five percent (25%); and (ii) on or after completion of PHASE IIb CLINICAL STUDY in the LICENSED TERRITORY - ten percent (10%). Notwithstanding the above provision, in the event that the amounts payable to “INTERTECH” under the above percentages are less than the payments that “INTERTECH” is required to pay to UTMDACC for sublicenses granted under the UTMDACC LICENSE, LICENSEE shall be required to pay the amounts required under the UTMDACC LICENSE, referred to in paragraph “d” of Article V of this AGREEMENT plus 5% of those amounts to “INTERTECH” for those sublicenses. No payments will be due from LICENSEE to “INTERTECH” under this Article V(e) for (i) research and development money; (ii) payments received by LICENSEE from a sublicense as a result of the purchase or sale of debt or equity securities of LICENSEE by such sublicense; or (iii) sales of LICENSED PRODUCTS covered by Article V(d). As an example of how Article V(e) would be applied, if LICENSEE entered into a sublicense allowing a third party to use the LICENSED SUBJECT MATTER in exchange for payments to be made to LICENSEE, “INTERTECH” would be entitled to receive 25% of the payments received by LICENSEE until the completion by “INTERTECH” of a PHASE IIb CLINICAL STUDY. Once “INTERTECH” completed a PHASE IIb CLINICAL STUDY, “INTERTECH would then be entitled receive only 10% of the payments received by LICENSEE. Furthermore, the sale of any LICENSED PRODUCTS subject to the percentages included in Article V(e) would not be subject to the running royalty set forth in Article V(d). Unless otherwise provided, all such payments are payable within thirty forty-five (3045) calendar days (“the Due Date”) after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC “INTERTECH” a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicenseesSUBLICENSEEs, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC “INTERTECH” to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by that are subject to the category listed running royalties described in Section 4.2(b)this Article V; and (d) the total SALES by that are subject to the category listed running royalties described in Section 4.2(b)this Article V; and (e) the calculation of NET SALES by that are subject to the category listed running royalties described in Section 4.2(b)this Article V; and (f) the royalties so computed and due UTMDACC by INTERTECH for the category listed LICENSED PRODUCTS that are subject to the running royalties described in Section 4.2(b) and/or minimum royaltiesthis Article V; and (g) all consideration received from each sublicensee SUBLICENSEE or assignee and payments due UTMDACC; INTERTECH and (h) all other amounts due UTMDACC INTERTECH herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC “INTERTECH” the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafterthereafter but not longer than the period 7 years from the date of conclusion of this Agreement, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC “INTERTECH or its representatives, at UTMDACC's “INTERTECH’s expense, to periodically examine LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC INTERTECH are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty sixty (3060) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, INTERTECH a written progress report as to LICENSEE's ’s (and any sublicensee'sSUBLICENSEE’S) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'SUBLICENSEES’) commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds via wire transfer without deductions for taxes, assessments, fees, or charges of any any, kind. Checks Wire transfers shall be sent to: ACCOUNT NAME: INTERTECH BIO CORPORATION No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by “INTERTECH” and another party, including, but not limited to, LICENSEE. Any payments received beyond the Due Date will be subject to a late payment penalty of one percent (1%) of the amount originally owed for each month payment is delayed beyond the Due Date. INTERTECH and LICENSEE agree to share all research results pertaining to LICENSED SUBJECT MATTER with one another and to cooperate fully in facilitating the use of such research in efforts to obtain regulatory approval within the LICENSED TERRITORY with regard to such efforts undertaken by LICENSEE and worldwide with regard to such efforts undertaken by “INTERTECH”. As an example, “INTERTECH” will share with LICENSEE all data a reports relating to applications made to the FDA regarding LICENSED SUBJECT MATTER to assist LICENSEE in its own efforts to seek EU approval. INTERTECH will assist LICENSEE in its efforts to obtain funding required for the further development of licensed technology by providing LICENSEE with information available to INTERTECH regarding INTERTECH’s research efforts and results. Within thirty (30) days of its submission of an NDA to the US Food and Drug Administration, “INTERTECH” agrees to provide LICENSEE all documentation and information available to “INTERTECH” INTERTECH necessary for LICENSEE to create a DOSSIER. During the term of this AGREEMENT, INTERTECH agrees not to compete with LICENSEE in the LICENSED TERRITORY within the LICENSED FIELD for the sale of LICENSED PRODUCTS or products that use technology similar to the LICENSED SUBJECT MATTER or for the sale of products with indications approved for LICENSED PRODUCTS in the LICENSED TERRITORY within the LICENSED FIELD. During the term of this AGREEMENT, LICENSEE agrees not to compete with INTERTECH outside the LICENSED TERRITORY for the sale of LICENSED PRODUCTS or products that use technology similar to the LICENSED SUBJECT MATTER or for the sale of products with indications approved for LICENSED PRODUCTS outside the LICENSED TERRITORY. The LICENSEE and INTERTECH both agree that these restrictions are necessary and narrowly-tailored to be made payable to The University achieve the legitimate business purposes of Texas M.this AGREEMENT and the development of the LICENSED SUBJECT MATTER.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD FHCRC to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC FHCRC the following: (a) All out-of-pocket expenses incurred [***] paid by UTMDACC FHCRC [***] (such amount estimated to be approximately [***] through [***]) and [***] in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, RIGHTS for United States and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effectforeign national filings. UTMDACC FHCRC will invoice LICENSEE within thirty (30) calendar days [***] of the EFFECTIVE DATE EQUITY FINANCING for expenses incurred as of that time [***], and invoice [***] on a quarterly basis thereafter[***] basis. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days [***] of invoice; and. (b) A nonrefundable license documentation fee in During the amount term of $50,000.00. This fee will not reduce the amount this AGREEMENT, LICENSEE shall pay FHCRC a minimum annual royalty of any other payment provided for in this ARTICLE IVFive Thousand Dollars (US$5,000.00) until FDA approval of a LICENSED PRODUCT, and is due and payable within thirty in pro rata amounts at the beginning of each calendar quarterly reporting period and shall be creditable each calendar quarter against the royalty described in Section 4.1(c) below; provided, however, that the minimum annual royalty of Five Thousand Dollars (30US$5,000.00) under this Section 4.1(b) shall be increased to Twenty Thousand Dollars (US$20,000.00) at the beginning of the calendar days quarter immediately after the AGREEMENT has been fully executed by all parties date of the FDA approval of a LICENSED PRODUCT. If LICENSEE fails to pay the minimum amounts due and payable as described herein, such failure if not cured within a written notification and cure period of 30 days shall be considered a material breach of this Agreement, and FHCRC may, at its sole discretion, terminate this Agreement upon written notice. Within [***] following each [***], LICENSEE has received an invoice will deliver to FHCRC a written progress report as to LICENSEE’S (and any sublicensee’s) efforts and accomplishments during the preceding [***] in [***] commercializing the Patent Rights, know-how and LICENSED PRODUCTS in the LICENSED TERRITORY, and LICENSEE’S (and sublicensees’) commercialization plans for the amount from UTMDACC; andupcoming [***]. (c) The following milestone feesDuring the term of this AGREEMENT, a running royalty equal to [***] of LICENSEE’s and any and all sublicensee(s)’ annual maintenance feesaggregate NET SALES, and minimum such annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or aggregate NET SALES being calculated on a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of [***] basis. No multiple royalties shall be payable to FHCRC because a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use is covered by more than one claim in any country other than patent application or patent included in the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTPATENT RIGHTS; and (d) A running royalty equal to five percent [***] Membership Units of LICENSEE’s outstanding Member Units (5%) “Member Units”), which represents [***] of NET SALES, due and payable quarterly LICENSEE’s outstanding equity as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALEthe close of the EQUITY FINANCING; and (e) Thirty percent (30%) During the term of this AGREEMENT, [***] of all non-royalty consideration, other than research payments for research, development, LICENSED PRODUCT, and development money reimbursement of expenses (e.g., patenting and royalties for other costs) (“NET SALESCONSIDERATION”), received by LICENSEE prior to [***] and [***] of all NET CONSIDERATION, received by LICENSEE after [***], from any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, and bonus and milestone payments payments. Notwithstanding the above, in recognition of the fact that FHCRC and equity securitiesLicensee have entered into multiple license agreements relating to Licensed Products (i.e., this Agreement, the 2012 LICENSE and the 2013 LICENSE), FHCRC agrees that (a) any NET CONSIDERATION (as defined in this AGREEMENT and the 2012 LICENSE) paid by LICENSEE to FHCRC pursuant to this AGREEMENT and/or the 2012 LICENSE shall be fully creditable against any REMUNERATION due to FHCRC under the 2013 LICENSE, and (b) in no event shall LICENSEE be obligated to pay to FHCRC more than an aggregate of [***] with respect to any and all (i) NET CONSIDERATION (subject to this AGREEMENT and/or the 2012 LICENSE), and/or (ii) REMUNERATION (subject to the 2013 LICENSE). (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, Notwithstanding any provision in Section 4.1 hereof or elsewhere in this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject Agreement to the contrary, LICENSEE shall be entitled to reduce payments otherwise required pursuant to Sections 4.1(c) or 4.1(e) hereof pursuant to actual amounts paid by LICENSEE under Sections 4.5. Any amounts setoff or offset that are not actually setoff or offset against a particular payment to UTMDACC of $100,000.00 license documentation fee prior amount will be carried forward to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiesnext royalty payment period. 4.2. 4.2 Unless otherwise provided, all such payments are payable within thirty (30) calendar days [***] after March 31, June 30, September 30, and December 31 [***] of each year [***] during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC FHCRC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months [***] under this AGREEMENT as necessary for UTMDACC FHCRC to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. : [***] Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC FHCRC the amount due, if any, for the period of such report. These After the first NET SALES of a LICENSED PRODUCT, these reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year [***] thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' ’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representativesan independent certified public accountant, at UTMDACC's expensereasonably acceptable to LICENSEE, to periodically examine examine, at FHCRC’s expense and not more frequently than [***], the pertinent portions of LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENTAGREEMENT within the last [***]. Such accountant shall not disclose to FHCRC any information other than information relating to the accuracy of reports and calculations of amounts due FHCRC under this AGREEMENT and shall be subject to the terms of Article X, which it shall confirm in writing. If any amounts due UTMDACC FHCRC are ultimately determined to have been underpaid in an amount equal to or greater than five percent (5%) [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate[***]. 4.4. 4.4 Within thirty (30) calendar days [***] following each anniversary of the EFFECTIVE DATE[***], LICENSEE will deliver to UTMDACC, FHCRC a written progress report as to LICENSEE's ’s (and any sublicensee's’s) efforts and accomplishments during the preceding year [***] in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'’) commercialization plans for the upcoming year[***]. 4.54.5 If LICENSEE or any of its SUBLICENSEEs (i) is or becomes a party to a bona fide license agreement with a non-AFFILIATE THIRD PARTY, or (ii) is a party to a bona fide license agreement with FHCRC pursuant to a separate written agreement entered on or before November 19, 2014 (each such third party or FHCRC, as the case may be, a “STACKING LICENSOR”) for the right or license to a product or process under which LICENSEE is obligated to pay to such STACKING LICENSOR a royalty which is based on a royalty rate applied to LICENSED PRODUCTS sold in particular territories, LICENSEE or any SUBLICENSEE may offset [***] of any royalties it pays to such STACKING LICENSOR against up to [***] of the royalties owed FHCRC under this AGREEMENT; provided, however, that the minimum annual royalty paid to FHCRC under this AGREEMENT notwithstanding the application of offsets under this Section 4.5 will be [***] on annual aggregate NET SALES, and provided further that any such STACKING LICENSOR payment offsets arising out of third party license agreements executed prior to January 2, 2012 (“PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS”), will be limited to the extent necessary to reflect an aggregate royalty rate on aggregate net sales under all such PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS of no greater than [***]. Any STACKING LICENSOR payments that may be applied as offsets as described above that are not applied in a given period may be carried forward until applied. 4.6 All amounts payable hereunder by LICENSEE will be paid in immediately available United States funds without deductions for taxes, assessments, fees, or charges of any kind, except tax withholding required by law and as provided herein. Checks are to be made payable to Xxxx Xxxxxxxxxx Cancer Research Center. Conversion of foreign currency to U.S. Dollars shall be made at the exchange rate on the last business day of the reporting period to which a payment relates, as quoted in The University Wall Street Journal (Western Edition). If the foreign currency cannot be converted to U.S. Dollars and exported from a country for any reason, LICENSEE shall notify FHCRC in writing and any payment shall be deposited promptly in a recognized financial institution in that country for the benefit of Texas M.FHCRC. 4.7 [***]. 4.8 If LICENSEE fails to make any payment due under this AGREEMENT within [***] of the date upon which such payment is due, then interest shall accrue on such payment from the date such payment was originally due at a rate equal to [***] above the then-applicable prime commercial lending rate reported in the Wall Street Journal (or any similar daily business publication), or at the maximum rate permitted by applicable law, whichever is the lower (“INTEREST”).

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of after the EFFECTIVE DATE AGREEMENT has been fully executed by all parties for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days clays of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.0080,000. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable to UTMDACC as follows: (a) $50,000 within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (b) $30,000 within six (6) months after the AGREEMENT has been fully executed by all parties; and (c) The following milestone fees, A nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: fee (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and “Annual Maintenance Fees and Minimum Royalties Fee”) due and payable (without invoice) within thirty (30) calendar days of each anniversary of the EFFECTIVE DATE. The amount of the Annual Maintenance Fee shall be calculated as follows:set out below. (i1) LICENSEE shall pay UTMDACC $50,000.00 for the first annual maintenance fee, due and payable 10,000 within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and. (ii2) LICENSEE shall pay UTMDACC $75,000.00 for the second annual maintenance fee, due and payable 20,000 within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and. (iii3) LICENSEE shall pay UTMDACC $90,000.00 for the third annual maintenance fee, due and payable 40,000 within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. (4) LICENSEE shall pay UTMDACC $60,000 within thirty (30) calendar days of the fourth anniversary of the EFFECTIVE DATE. (5) LICENSEE shall pay UTMDACC $80,000 within thirty (30) calendar days of the fifth anniversary of the EFFECTIVE DATE. (6) LICENSEE shall pay UTMDACC $100,000 within thirty (30) calendar days of the sixth anniversary and each and every anniversary thereafter of the EFFECTIVE DATE. (7) The Annual Maintenance Fee no longer shall be due following the first SALE of a LICENSED PRODUCT. This fee The Annual Maintenance Fee will not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (ivd) Minimum A running royalty for NET SALES calculated as follows: (1) Three percent (3%) of NET SALES up to and including $100,000,000 of NET SALES annually, whether made by LICENSEE, an AFFILIATE, or a sublicensee; and (2) Four percent (4%) of NET SALES in excess of $100,000,000 annually, whether made by LICENSEE, an AFFILIATE, or a sublicensee; and (e) After the first SALE, minimum annual royalties of $100,000.00, (“Minimum Annual Royalties”) due and payable quarterly as provided payable, without invoice, within thirty (30) calendar days of the first and subsequent anniversaries of the EFFECTIVE DATE which follows the first SALE and in Section 4.2 beginning upon the amount of: (1) $200,000 Minimum Annual Royalties due within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE following the first SALE of a LICENSED PRODUCT; (2) $400,000 Minimum Annual Royalties due within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE following the first SALE of a LICENSED PRODUCT; and (d3) A running royalty equal to five percent (5%) of NET SALES, $600,000 Minimum Annual Royalties due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30of the third anniversary of the EFFECTIVE DATE following the first SALE of a LICENSED PRODUCT, and December 31 every such anniversary occurring thereafter. The running royalty shall be creditable against the Minimum Annual Royalty as follows: no Minimum Annual royalty payment shall be due for a particular year if the running royalties due and paid for the one year period preceding said applicable anniversary of each the EFFECTIVE DATE exceeds the applicable amount. However, if the Minimum Annual Royalty due for a particular year during exceeds the term running royalties due and paid for the one year period preceding said applicable anniversary of this AGREEMENTthe EFFECTIVE DATE (such additional amount being the “Incremental Amount”), at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars pay the Incremental Amount by the due date of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); andMinimum Annual Royalty. (f) The following one-time milestone payments, regardless of whether the royalties so computed and due UTMDACC milestone is achieved by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, sublicense or charges of any kind. Checks are to be made payable to The University of Texas M.AFFILIATE:

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD FHCRC to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC FHCRC the following: (a) All outA one-oftime, non-pocket expenses incurred by UTMDACC refundable upfront license fee (“Upfront License Fee”) of [***] within [***] following the execution of this AGREEMENT. (b) [***] during the term of this AGREEMENT in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, RIGHTS for United States and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effectforeign national filings. UTMDACC FHCRC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and [***] on a quarterly basis thereafter[***] basis. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days [***] of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and. (c) The following milestone feesDuring the term of this AGREEMENT, annual maintenance fees, and LICENSEE shall pay FHCRC a minimum annual royalties: Milestone Fees due and payable, regardless royalty of whether LICENSEE or a sublicensee achieves each milestone: Five Thousand Dollars (iUS$5,000.00) $50,000.00 upon U.S. until FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use PRODUCT, due and payable in any country other than pro rata amounts at the United Statesbeginning of each calendar quarterly reporting period and shall be creditable each calendar quarter against the royalty described in Section 4.1(d) below; and Annual Maintenance Fees and Minimum Royalties provided, however, that the minimum annual royalty of Five Thousand Dollars (US$5,000.00) under this Section 4.1(c) shall be increased to Twenty Thousand Dollars (US$20,000.00) at the beginning of the calendar quarter immediately after the date of the FDA approval of a LICENSED PRODUCT. If LICENSEE fails to pay the minimum amounts due and payable as follows: described herein, such failure if not cured within a written notification and cure period of 30 days shall be considered a material breach of this Agreement, and FHCRC may, at its sole discretion, terminate this Agreement upon written notice. Within [***] following each [***], LICENSEE will deliver to FHCRC a written progress report as to LICENSEE’S (iand any sublicensee’s) $50,000.00 efforts and accomplishments during the preceding [***] in [***] commercializing the Patent Rights, know-how and LICENSED PRODUCTS in the LICENSED TERRITORY, and LICENSEE’S (and sublicensees’) commercialization plans for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; andupcoming [***]. (d) A During the term of this AGREEMENT, a running royalty equal to five percent (5%) [***] of LICENSEE’s and any and all sublicensee(s)’ annual aggregate NET SALES, due and such annual aggregate NET SALES being calculated on a [***] basis. No multiple royalties shall be payable quarterly as provided to FHCRC because a LICENSED PRODUCT is covered by more than one claim in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE any patent application or a sublicensee makes a SALEpatent included in the PATENT RIGHTS; and (e) Thirty percent (30%) During the term of this AGREEMENT, [***] of all non-royalty consideration, other than research payments for research, development, LICENSED PRODUCT, and development money reimbursement of expenses (e.g., patenting and royalties for other costs) (“NET SALESCONSIDERATION”), received by LICENSEE prior to [***] and [***] of all NET CONSIDERATION, received by LICENSEE after the [***], from any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, and bonus and milestone payments payments. Notwithstanding the above, in recognition of the fact that FHCRC and equity securitiesLicensee have entered into multiple license agreements relating to Licensed Products (i.e., this AGREEMENT, the 2009 LICENSE and the 2013 LICENSE), FHCRC agrees that (a) any NET CONSIDERATION (as defined in 2009 LICENSE and this AGREEMENT) paid by LICENSEE to FHCRC pursuant to the 2009 LICENSE and/or this AGREEMENT shall be fully creditable against any REMUNERATION due to FHCRC under the 2013 LICENSE, and (b) in no event shall LICENSEE be obligated to pay to FHCRC more than an aggregate of [***] with respect to any and all (i) NET CONSIDERATION (subject to the 2009 LICENSE and/or this AGREEMENT), and/or (ii) REMUNERATION (subject to the 2013 LICENSE). (f) Notwithstanding any provision in Section 4.1 hereof or elsewhere in this Agreement to the contrary, LICENSEE shall be entitled to reduce payments otherwise required pursuant to Sections 4.1(d) or 4.1(e) hereof pursuant to actual amounts paid by LICENSEE under Sections 4.6. Any amounts setoff or offset that are not actually setoff or offset against a particular payment amount will be carried forward to the next royalty payment period. 4.2 In case further consideration for the right and license granted to LICENSEE under this AGREEMENT, LICENSEE will pay to FHCRC certain milestone payments as provided for below. Such milestones payments will be due and payable to FHCRC in the amount shown below within [***] of LICENSEE, its AFFILIATE or SUBLICENSEES upon the first meeting or achieving each individual milestone. Milestone payments will be paid as follows on LICENSED PRODUCTS which meet any such milestone, and with regard to (i) through (iii) below: (i) Upon initiation of a first [***] for a LICENSED PRODUCT: —LICENSEE will pay [***]. (ii) Upon initiation of a first [***] for a LICENSED PRODUCT: —LICENSEE will pay [***]. (iii) Upon a first [***] of a LICENSED PRODUCT [***]: —LICENSEE will pay [***]. If any milestone listed in Section 4.2 above is not applicable for the commercialization of any LICENSED PRODUCT, [***] 4.2.1 Any and all such milestone payments are not refundable and any and all milestone payments are only payable once, regardless of the sale number of all of LICENSEE's assets to times a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT milestone is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, achieved by one or documentation fees, bonus and milestone payments and equity securitiesmore LICENSED PRODUCT. 4.2. 4.3 Unless otherwise provided, all such payments are payable within thirty (30) calendar days [***] after March 31, June 30, September 30, and December 31 [***] of each year [***] during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC FHCRC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months [***] under this AGREEMENT as necessary for UTMDACC FHCRC to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. : [***] Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC FHCRC the amount due, if any, for the period of such report. These After the first NET SALES of a LICENSED PRODUCT, these reports are required even if no payments are due. 4.3. 4.4 During the term of this AGREEMENT and for one (1) year [***] thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' ’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representativesan independent certified public accountant, at UTMDACC's expensereasonably acceptable to LICENSEE, to periodically examine examine, at FHCRC’s expense and not more frequently than [***], the pertinent portions of LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENTAGREEMENT within the last [***]. Such accountant shall not disclose to FHCRC any information other than information relating to the accuracy of reports and calculations of amounts due FHCRC under this AGREEMENT and shall be subject to the terms of Article X, which it shall confirm in writing. If any amounts due UTMDACC FHCRC are ultimately determined to have been underpaid in an amount equal to or greater than five percent (5%) [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate[***]. 4.4. 4.5 Within thirty (30) calendar days [***] following each anniversary of the EFFECTIVE DATE[***], LICENSEE will deliver to UTMDACC, FHCRC a written progress report as to LICENSEE's ’s (and any sublicensee's’s) efforts and accomplishments during the preceding year [***] in diligently [***] commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'’) commercialization plans for the upcoming year[***]. 4.54.6 If LICENSEE or any of its SUBLICENSEEs (i) is or becomes a party to a bona fide license agreement with a non-AFFILIATE THIRD PARTY, or (ii) is a party to a bona fide license agreement with FHCRC under a separate written agreement entered on or before November 19, 2014 (each such third party or FHCRC, as the case may be, a “STACKING LICENSOR”) for the right or license to a product or process under which LICENSEE is obligated to pay to such STACKING LICENSOR a royalty which is based on a royalty rate applied to LICENSED PRODUCTS sold in particular territories, LICENSEE or any such SUBLICENSEE may offset [***] of any royalties it pays to such STACKING LICENSOR against up to [***] of the royalties owed FHCRC under this AGREEMENT; provided, however, that the minimum annual royalty paid to FHCRC under this AGREEMENT notwithstanding the application of STACKING LICENSOR offsets under this Section 4.6 will be [***] on annual aggregate NET SALES, and provided further that any such STACKING LICENSOR payment offsets arising out of third party license agreements executed prior to January 2, 2012 (“PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS”), will be limited to the extent necessary to reflect an aggregate royalty rate on aggregate net sales under all such PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS of no greater than [***]. Any STACKING LICENSOR payments that may be applied as offsets as described above that are not applied in a given period may be carried forward until applied. 4.7 All amounts payable hereunder by LICENSEE will be paid in immediately available United States funds without deductions for taxes, assessments, fees, or charges of any kind, except tax withholding required by law and as provided herein. Checks are to be made payable to Xxxx Xxxxxxxxxx Cancer Research Center. Conversion of foreign currency to U.S. Dollars shall be made at the exchange rate on the last business day of the reporting period to which a payment relates, as quoted in The University Wall Street Journal (Western Edition). If the foreign currency cannot be converted to U.S. Dollars and exported from a country for any reason, LICENSEE shall notify FHCRC in writing and any payment shall be deposited promptly in a recognized financial institution in that country for the benefit of Texas M.FHCRC. 4.8 [***]. 4.9 If LICENSEE fails to make any payment due under this AGREEMENT within [***] of the date upon which such payment is due, then interest shall accrue on such payment from the date such payment was originally due at a rate equal to [***] above the then-applicable prime commercial lending rate reported in the Wall Street Journal (or any similar daily business publication), or at the maximum rate permitted by applicable law, whichever is the lower (“INTEREST”).

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. In consideration of rights granted for the DOSSIER to be developed by BOARD ANNAMED and provided to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC ANNAMED the following: (a) All out-of-pocket expenses incurred by UTMDACC ANNAMED in filing, prosecuting, enforcing and maintaining PATENT RIGHTSRIGHTS in the LICENSED TERRITORY, and all such future expenses incurred by UTMDACCANNAMED, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC ANNAMED will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced invoice amounts will be due and payable paid by LICENSEE within thirty (30) calendar days of invoice; and In consideration of rights granted by ANNAMED to LICENSEE under this AGREEMENT, LICENSEE agrees to pay ANNAMED the following: (a) A running royalty on sales of LICENSED PRODUCTS in accordance with Exhibit II attached hereto; and (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment Unless otherwise provided in this AGREEMENT; and (iiarticle V(e) $75,000.00 for below, the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) following percentage of all consideration, other than research and development money and royalties for NET SALES, consideration received by LICENSEE from either (i) any sublicensee, including, but not limited to, upSUBLICENSE pursuant to Article IV-front payments, marketing, distribution, franchise, option, licenseLicense hereinabove, or documentation fees, bonus and milestone payments and equity securities. (fii) In case of the sale of all of LICENSEE's assets any assignee pursuant to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC Article XIII-Assignment hereinbelow (in consideration for UTMDACC ANNAMED allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus bonus, and certain milestone payments and equity securities.securities not excluded above: 4.2(i) prior to completion of a PHASE IIb CLINICAL STUDY in the LICENSED TERRITORY - twenty five percent (25%); and (ii) on or after completion of PHASE IIb CLINICAL STUDY in the LICENSED TERRITORY - ten percent (10%). Notwithstanding the above provision, in the event that the amounts payable to ANNAMED under the above percentages are less than the payments that ANNAMED is required to pay to UTMDACC for sublicenses granted under the UTMDACC LICENSE, LICENSEE shall be required to pay the amounts required under the UTMDACC LICENSE, referred to in paragraph “d” of Article V of this AGREEMENT plus 5% of those amounts to ANNAMED for those sublicenses. No payments will be due from LICENSEE to ANNAMED under this Article V(b) for (i) research and development money; (ii) payments received by LICENSEE from a sublicense as a result of the purchase or sale of debt or equity securities of LICENSEE by such sublicense; or (iii) sales of LICENSED PRODUCTS covered by Article V(a). As an example of how Article V(b) would be applied, if LICENSEE entered into a sublicense allowing a third party to use the LICENSED SUBJECT MATTER in exchange for payments to be made to LICENSEE, ANNAMED would be entitled to receive 25% of the payments received by LICENSEE until the completion by ANNAMED of a PHASE IIb CLINICAL STUDY. Once ANNAMED completed a PHASE IIb CLINICAL STUDY, ANNAMED would then be entitled receive only 10% of the payments received by LICENSEE. Furthermore, the sale of any LICENSED PRODUCTS subject to the percentages included in Article V(a) would not be subject to the running royalty set forth in Article V(b). Unless otherwise provided, all such payments are payable within thirty forty-five (3045) calendar days (“the Due Date”) after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC ANNAMED a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicenseesSUBLICENSEES, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC ANNAMED to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by that are subject to the category listed running royalties described in Section 4.2(b)this Article V; and (d) the total SALES by that are subject to the category listed running royalties described in Section 4.2(b)this Article V; and (e) the calculation of NET SALES by that are subject to the category listed running royalties described in Section 4.2(b)this Article V; and (f) the royalties so computed and due UTMDACC by ANNAMED for the category listed LICENSED PRODUCTS that are subject to the running royalties described in Section 4.2(b) and/or minimum royaltiesthis Article V; and (g) all consideration received from each sublicensee SUBLICENSEE or assignee and payments due UTMDACCANNAMED; and (h) all other amounts due UTMDACC ANNAMED herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC ANNAMED the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafterthereafter but not longer than the period 7 years from the date of conclusion of this Agreement, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SUBLICENSEEs’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC ANNAMED or its representatives, at UTMDACC's ANNAMED’s expense, to periodically examine LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC ANNAMED are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty sixty (3060) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, ANNAMED a written progress report as to LICENSEE's ’s (and any sublicensee'sSUBLICENSEE’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'SUBLICENSEEs’) commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds via wire transfer without deductions for taxes, assessments, fees, or charges of any any, kind. Checks are No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by ANNAMED and another party, including, but not limited to, LICENSEE. Any payments received beyond the Due Date will be subject to be made payable to The University a late payment penalty of Texas M.five percent (5%) of the amount originally owed for each month payment is delayed beyond the Due Date.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC each of the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining `512 PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts amount for expenses EXHIBIT 10.3 incurred prior to the EFFECTIVE DATE will be due and payable by LICENSEE within ninety (90) calendar days of invoice. The invoiced amounts for expenses incurred after the EFFECTIVE DATE will be due within thirty (30) calendar days of invoice; and (b) A non-refundable fee of $*** for ***. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE and payment is due to UTMDACC within ninety (90) days of the EFFECTIVE DATE; and (c) A nonrefundable license documentation fee in the amount of $50,000.00***, payable in two payments of $***. This fee will not reduce the amount of any other payments provided for in this ARTICLE IV. UTMDACC will invoice LICENSEE for the first payment of $*** after the AGREEMENT is fully executed by all parties. Said first payment shall be due and payable within ninety (90) days of the EFFECTIVE DATE. The second payment of $*** shall be due and payable to UTMDACC on ***;and (d) A nonrefundable annual license maintenance fee of $***. This maintenance fee is due to UTMDACC beginning on the first anniversary of the EFFECTIVE DATE and annually thereafter until ***. This fee will not reduce any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (ce) The following milestone fees, annual maintenance fees, A running royalty equal to ***. LICENSEE shall be responsible for diligently collecting and minimum annual royalties: Milestone Fees paying UTMDACC any royalties due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic useany sublicensee's NET SALES; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ivf) Minimum annual royalties of $100,000.00, ***; and EXHIBIT 10.3 (g) A $*** milestone payment upon ***. A first payment of $*** shall be due and payable quarterly as provided in Section 4.2 beginning upon the first SALE *** and a second payment of a LICENSED PRODUCT$*** shall be due and payable ***; and (dh) A running royalty equal to five An adjusted share of TOTAL SUBLICENSEE CONSIDERATION as defined below, wherein the adjusted share shall be calculated by taking *** percent (5***%) of NET SALESthe TOTAL SUBLICENSEE CONSIDERATION and multiplying the result by a fraction comprising the greater of (1) *** or (2) ***, due and payable quarterly divided by ***, e.g., as provided follows: EXHIBIT 10.3 *** Adjusted TOTAL ____________________ share = *** X SUBLICENSEE X CONSIDERATION *** As used in Section 4.2 by LICENSEE to UTMDACCthis Section, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of TOTAL SUBLICENSEE CONSIDERATION means all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE LICENSEE, from either (i) any sublicenseesublicensee pursuant to Sections 3.3 and 3.4, or (ii) any assignee pursuant to Section 12.1, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, minimum royalties, up-front payments, marketingbonuses, distributionmilestones, franchisemarketing fees, optiondistribution fees, licensefranchise fees, or option fees, license fees, documentation fees, bonus and milestone payments and equity securities. 4.2. 4.2 Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; andand EXHIBIT 10.3 (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS (including a breakdown of whether the it is covered by the `512 PATENT RIGHTS, the `027 PATENT RIGHTS, or both); and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from by each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are EXHIBIT 10.3 determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay to UTMDACC (or issue to BOARD, in the case of LICENSE Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. EQUITY (as defined in Section 4.1(h) below) or INVESTMENT EQUITY (as defined in Section 4.2 below)) the following: (a) All actual out-of-pocket expenses incurred by UTMDACC on or after April 5, 2012, in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for such expenses incurred as of that time and on a quarterly basis thereafterbasis. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days [****] of LICENSEE’s receipt of each such invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00[****], which includes $[****] for patent expenses incurred by UTMDACC prior to the date referenced in Section 4.1(a) above. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days [****] after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for EFFECTIVE DATE. This license documentation fee is not subject to the amount from UTMDACC[****]; and (c) The following milestone fees, A nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: fee (i“ANNUAL MAINTENANCE FEE”) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable beginning on the third anniversary of the EFFECTIVE DATE and each anniversary of the EFFECTIVE DATE occurring thereafter until the first SALE, as follows: (i1) a first ANNUAL MAINTENANCE FEE in the amount of $50,000.00 for the first annual maintenance fee, [****] shall be due and payable (without invoice) within thirty (30) calendar days of [****] after the first third anniversary of the EFFECTIVE DATE; and (2) second and subsequent ANNUAL MAINTENANCE FEES shall be due and payable (without invoice) within [****] after the fourth and each subsequent anniversary of the EFFECTIVE DATE until the first SALE. This fee The amount of the ANNUAL MAINTENANCE FEE shall increase by $[****] each year, e.g., $[****] shall be due within [****] after the fourth anniversary of the EFFECTIVE DATE; $[****] shall be due within [****] after the fifth anniversary of the EFFECTIVE DATE; $[****] shall be due within [****] after the sixth anniversary of the EFFECTIVE DATE; and so on. The ANNUAL MAINTENANCE FEES will not reduce the amount of any other payment provided for in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTARTICLE IV; and (d) A running royalty equal to five percent (5%) [****] of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent A one-time milestone payment of $[****] due upon REGULATORY APPROVAL of the first LICENSED PRODUCT, regardless of whether the milestone is achieved by LICENSEE, a sublicensee or an AFFILIATE. The foregoing milestone payment shall be made by LICENSEE to UTMDACC (30%without invoice) within [****] of achieving the milestone event and shall not reduce the amount of any other payment provided for in this ARTICLE IV; and Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (f) The following percentages of all consideration, other than research and development money and royalties for NET SALESroyalties, received by LICENSEE from any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, including but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities.securities (hereafter “SUBLICENSEE CONSIDERATION”): (f1) In case [****] of all SUBLICENSEE CONSIDERATION if the sublicense is executed before the second anniversary of the sale EFFECTIVE DATE; and (2) [****] of all SUBLICENSEE CONSIDERATION if the sublicense is executed on or after the second anniversary of LICENSEE's assets to a third xxxxxthe EFFECTIVE DATE, but before the fourth anniversary of the EFFECTIVE DATE; and (3) [****] of all SUBLICENSEE CONSIDERATION if the sublicense is executed on or after the fourth anniversary of the EFFECTIVE DATE; and (g) An Assignment Fee of $[****] for each permitted assignment of this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus due and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver prior to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC assignment pursuant to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC12.1 below; and (h) all other amounts due UTMDACC LICENSE EQUITY as consideration for the license as follows: LICENSEE shall issue “LICENSE EQUITY,” as defined below, to the BOARD, on behalf of UTMDACC, or to the BOARD’s designee. As used herein. Simultaneously , “LICENSE EQUITY shall mean that number of shares of LICENSEE’s common stock equal to [****] of the TOTAL ISSUED COMMON STOCK, including equity issued, or to be issued, in connection with the delivery FIRST and SECOND SEED MONEY INVESTMENT. “TOTAL ISSUED COMMON STOCK” shall mean the number of each shares of common stock that would be outstanding assuming conversion of all preferred stock and convertible debt and the exercise of any options, but not assuming any exercise of outstanding warrants. The LICENSE EQUITY shall be issued to the BOARD or the BOARD’s designee on or before that date which is [****] after the LICENSEE’s receipt of the FIRST SEED MONEY INVESTMENT. If BOARD is issued LICENSE EQUITY prior to the SECOND SEED MONEY INVESTMENT, such report, LICENSEE agrees additional equity (as necessary) will be issued to pay UTMDACC the amount due, BOARD or the BOARD’s designee within [****] of the LICENSEE’S receipt of the SECOND SEED MONEY INVESTMENT to make up the difference (if any) between the LICENSE EQUITY already issued to the BOARD and the number of shares of LICENSEE’s common stock equal to [****] of the TOTAL ISSUED COMMON STOCK, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafterincluding equity issued, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder or to be determined. LICENSEE agrees to permit UTMDACC or its representativesissued, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for in connection with the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rateSECOND SEED MONEY INVESTMENT. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MDA the following: (a) All Reimbursement for all out-of-pocket expenses incurred paid by UTMDACC MDA through May 31, 1996 in filing, prosecuting, enforcing and maintaining PATENT RIGHTSRIGHTS licensed hereunder as follows: (i) $53,125.00 due September 1, 1996, (ii) $53,125.00 due April 1, 1997, and (iii) $53,125.00 due January 1, 1998; and all such future expenses incurred paid by UTMDACCMDA, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC MDA will invoice LICENSEE within thirty (30) calendar days of in accordance with the EFFECTIVE DATE for expenses incurred as of that time schedule herein, and on upon a quarterly basis thereafter. The thereafter beginning March 1, 1998 for expenses paid by MDA after May 31, 1996 and the amounts invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoicethereafter; andAND (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five six percent (56%) of LICENSEE's NET SALES, due SALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where LICENSED SUBJECT MATTER is covered by one (1) or more issued patents or pending patent applications and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty three percent (303%) of all considerationLICENSEE'S NET SALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where LICENSED SUBJECT MATTER is NOT covered by one (1) or more issued patents or pending patent applications, other than and fifty percent (50%) (or forty percent (40%) when LICENSEE has expended or committed to expend and is current in its obligations to expend Two Million Dollars ($2,000,000.00) on research and development of the LICENSED SUBJECT MATTER) of all consideration other than Research and Development ("R&D") money and royalties for NET SALES, received by LICENSEE from (i) any sublicenseesublicensee pursuant to Paragraphs 3.3 and 3.4 herein above, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (fii) In case of the sale of all of LICENSEE's assets any assignee pursuant to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section Paragraph 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), hereinbelow including but not limited to, to royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will shall also deliver to UTMDACC BOARD and MDA a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC BOARD are to account for LICENSEE's payments hereunder. This Such report will shall include all pertinent data, including, but not limited to: : (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by produced; (b) the category listed in Section 4.2(b)total SALES, (c) the calculation of royalties thereon; and (d) the total SALES by the category listed in Section 4.2(b); and royalties (eor minimum royalties) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royaltiesMDA; and and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (he) all other amounts covered and due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees shall pay to pay UTMDACC MDA the amount dueamount, if any, due for the period of such report. These reports are required even if If no payments are due, it shall be so reported. Should LICENSEE be obligated to pay running royalties to third parties to avoid infringing such third parties' patent rights which dominate BOARD'S PATENT RIGHTS, LICENSEE may reduce the running royalty due MDA by such running royalties to such third parties, provided, however, the running royalty due MDA shall in no case be less than one-half the rates stated herein. 4.3. 4.2 During the term Term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to shall keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail of LICENSED PRODUCTS to enable the royalties and other payments due payable hereunder to be determined. LICENSEE agrees to shall permit UTMDACC MDA or its representatives, at UTMDACCMDA's expense, to periodically examine LICENSEE's its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any In the event that the amounts due UTMDACC to MDA are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period of time so examined, then LICENSEE will shall pay the cost of the examination plus such examination, and accrued interest at the highest allowable rate. 4.4. Within thirty (30) 4.3 Upon the request of BOARD or MDA but not more often than once per calendar days following each anniversary of the EFFECTIVE DATEyear, LICENSEE will shall deliver to UTMDACC, BOARD and MDA a written progress report as to LICENSEE's 'S (and any sublicensee'ssublicensees') efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's 'S (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.4 All amounts payable hereunder by LICENSEE will shall be paid payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to shall be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE XXXXXXXX agrees to pay UTMDACC MD XXXXXXXX the following: (a) All out-of-pocket expenses all reasonable PATENT EXPENSES incurred by UTMDACC MD XXXXXXXX in filing, prosecuting, enforcing defending in a patent office, and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCMD XXXXXXXX, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC MD XXXXXXXX will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for the expenses incurred as of that time and on a quarterly basis thereafter. The invoiced invoice amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee (“LICENSE DOCUMENTATION FEE”) in the amount of $50,000.00[***]. This fee The LICENSE DOCUMENTATION FEE will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCMD XXXXXXXX. This LICENSE DOCUMENTATION FEE is not subject to the thirty (30) day cure period set forth in Section 13.3(b); and (c) The following milestone fees, A nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: fee (i“ANNUAL MAINTENANCE FEE”) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (iwithout invoice) $50,000.00 for the first annual maintenance fee, due and payable within not later than thirty (30) calendar days after each anniversary of the Effective Date until the first SALE in the amount of [***] for the first anniversary of the EFFECTIVE DATE and increasing by [***] on each anniversary of the EFFECTIVE DATE thereafter until the ANNUAL MAINTENANCE equals [***] (i.e., the nineteenth anniverasary of the EFFECTIVE DATE); the ANNUAL MAINTENANCE FEE will remain at [***] for the remainder of the TERM. This fee The ANNUAL MAINTENANCE FEES will not reduce the amount of any other payment provided for in this AGREEMENTArticle III ; and (d) a ROYALTY RATE as follows: (i) [***]% if the LICENSED PRODUCT is covered by a VALID CLAIM in the country of SALE at the time of SALE; and (ii) $75,000.00 for [***]% if the second LICENSED PRODUCT is not covered by a VALID CLAIM in the country of SALE at the time of SALE; and (e) After the first Sale, minimum annual maintenance feeroyalties (“Minimum Annual Royalties”), due and payable (without invoice) within thirty (30) calendar days after the first and each subsequent anniversary of the Effective Date according ho the following schedule: (i) [***] for the first (1 (ii) [***] for the second (2nd) anniversary of the EFFECTIVE DATE; and (iii) [***] for the third (3rd) anniversary and each subsequent anniversary of the Effective Date; provided, however, that in the event that there is less than a twelve (12) month period between the first SALE and the first anniversary of the Effective Date which follows the first Sale, then Licensee shall pay the following: (A) the ANNUAL MAINTENANCE FEE due for that year multiplied by the fraction A/C, where A is the number of months between the anniversary of the EFFECTIVE DATE preceding the first SALE and the first SALE, and C is twelve (12); and (B) the MINIMUM ANNUAL ROYALTIES multiplied by the fraction B/C, where B is the number of months between the first SALE and the first anniversary of the EFFECTIVE DATE which follows the first SALE, C is twelve (12), and A + B = twelve (12); and (f) milestone fees within thirty (30) days of achieving the following MILESTONE EVENTS: MILESTONE EVENTS MILESTONE FEE 1. [***] [***] 2. [***] [***] 3. [***] [***] 4. [***] [***] Each of the foregoing MILESTONE FEES shall be paid by LICENSEE to MD XXXXXXXX (without invoice) on a LICENSED PRODUCT-by-LICENSED PRODUCT basis within thirty (30) calendar days of achieving the second anniversary of the EFFECTIVE DATE. This fee will Milestone Event and shall not reduce the amount of any other payment provided for in this AGREEMENT; and ARTICLE IV. The milestones set forth in the table above are intended to be successive wth respect to a particular LICENSED PRODUCT. In the event that a particular LICENSED PRODUCT is not required to undergo a particular MILESTONE EVENT (iiithe “SKIPPED MILESTONE EVENT”), such SKIPPED MILESTONE EVENT will be deemed to have been achieved upon the achievement of the next successive MILESTONE EVENT (“ACHIEVED MILESTONE EVENT”) $90,000.00 and the MILESTONE FEE for the third annual maintenance fee, any SKIPPED MILESTONE EVENT is due and payable within thirty (30) calendar calendars days of the third anniversary achievement of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENTACHIEVED MILESTONE EVENT; and (ivg) Minimum annual royalties of $100,000.00for each SUBLICENSE AGREEMENT that is fully executed by the date shown in the table below, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) percentage of all consideration, other than research and development money and royalties for NET SALESSUBLICENSE CONSIDERATION, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, SUBLICENSEE pursuant to Section 3.2 or documentation fees, bonus and milestone payments and equity securities.3.3 hereinabove as follows: [***] [***] % [***] [***] % (fh) In case a fee (“ASSIGNMENT FEE”) of [***] (in consideration for MD Xxxxxxxx allowing the assignment), due and payable prior to any assignment pursuant to Section 12.1 below; provided, however, no ASSIGNMENT FEE shall be due if the ASSIGNMENT is to an AFFILIATE, provided that LICENSEE or the AFFILIATE pays the ASSIGNMENT FEE in the event AFFILIATE thereafter makes an ASSIGNMENT of the sale of all of LICENSEE's assets AGREEMENT to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignmentparty that is not an AFFILIATE. This fee Any ASSIGNMENT FEE shall be in addition to and shall not replace the license documentation fee LICENSE DOCUMENTATION FEE above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. 4.2 LICENSEE shall make no SALE prior to MARKETING APPROVAL unless LICENSEE pays the royalty due hereunder to MD XXXXXXXX on account of any NET SALES arising from such SALE. 4.3 Unless otherwise provided, all such payments are payable within thirty sixty (3060) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENTTERM, at which time LICENSEE will also deliver to UTMDACC MD XXXXXXXX a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicenseesSUBLICENSEES, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC MD XXXXXXXX to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of each LICENSED PRODUCTS produced PRODUCT available for sale during the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSmonths; and (c) the total quantities of each LICENSED PRODUCTS produced by the category listed in Section 4.2(b)PRODUCT SOLD during such period; and (d) the total SALES by the category listed in Section 4.2(b)SALES; and (e) the calculation of NET SALES by the category listed in Section 4.2(b)SALES; and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royaltiesMD XXXXXXXX; and (g) all consideration received from each sublicensee or assignee SUBLICENSEE and payments due UTMDACCMD XXXXXXXX; and (h) all other amounts due UTMDACC MD XXXXXXXX herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC MD XXXXXXXX the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.4 During the term of this AGREEMENT TERM and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES’ and its sublicensees' SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representativesan independent auditor engaged by MD XXXXXXXX and reasonably acceptable to LICENSEE, at UTMDACCMD ANDERSON's expense, to periodically (but no more than once per calendar year and solely with respect to records not previously examined, unless in the independent auditor’s reasonable opinion review of such previously examined records is necessary to properly conduct the current examination) examine LICENSEE's ’s books, ledgers, and records during regular business hours hours, with reasonable prior notice, for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC MD XXXXXXXX are determined to have been underpaid in an amount equal to or greater than five percent (5%) [***]% of the total amount due during the period so examined, then LICENSEE will pay the reasonable cost of the examination plus accrued interest at the lower of (a) the then-current prime interest rate plus [***] % or (b) the highest allowable rate. 4.4. 4.5 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, MD XXXXXXXX a written progress report as to LICENSEE's (and any sublicensee'sAFFILIATE’s and SUBLICENSEE’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ('S, AFFILIATES’ and sublicensees') SUBLICENSEES' commercialization plans for the upcoming year. 4.5. 4.6 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Xxxxxxxx Cancer Center, and sent by United States mail to [***], or by wire transfer to: [***] 4.7 No payments due or royalties owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and another party, including, but not limited to, LICENSEE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MDA the following: (a) All Reimbursement for all out-of-pocket expenses incurred paid by UTMDACC MDA through May 31, 1996 in filing, prosecuting, enforcing and maintaining PATENT RIGHTSRIGHTS licensed hereunder as follows: (i) $53,125.00 due September 1, 1996, (ii) $53,125.00 due April 1, 1997, and (iii) $53,125.00 due January 1, 1998; and all such future expenses incurred paid by UTMDACCMDA, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC MDA will invoice LICENSEE within thirty (30) calendar days of in accordance with the EFFECTIVE DATE for expenses incurred as of that time schedule herein, and on upon a quarterly basis thereafter. The thereafter beginning March 1, 1998 for expenses paid by MDA after May 31, 1996 and the amounts invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoicethereafter; andAND <Page> (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five six percent (56%) of LICENSEE's NET SALES, due SALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where LICENSED SUBJECT MATTER is covered by one (1) or more issued patents or pending patent applications and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty three percent (303%) of all considerationLICENSEE'S NET SALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where LICENSED SUBJECT MATTER is NOT covered by one (1) or more issued patents or pending patent applications, other than and fifty percent (50%) (or forty percent (40%) when LICENSEE has expended or committed to expend and is current in its obligations to expend Two Million Dollars ($2,000,000.00) on research and development of the LICENSED SUBJECT MATTER) of all consideration other than Research and Development ("R&D") money and royalties for NET SALES, received by LICENSEE from (i) any sublicenseesublicensee pursuant to Paragraphs 3.3 and 3.4 herein above, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (fii) In case of the sale of all of LICENSEE's assets any assignee pursuant to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section Paragraph 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), hereinbelow including but not limited to, to royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will shall also deliver to UTMDACC BOARD and MDA a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC BOARD are to account for LICENSEE's payments hereunder. This Such report will shall include all pertinent data, including, but not limited to: : (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by produced; (b) the category listed in Section 4.2(b)total SALES, (c) the calculation of royalties thereon; and (d) the total SALES by the category listed in Section 4.2(b); and royalties (eor minimum royalties) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royaltiesMDA; and and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (he) all other amounts covered and due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees shall pay to pay UTMDACC MDA the amount dueamount, if any, due for the period of such report. These reports are required even if If no payments are due, it shall be so reported. Should LICENSEE be obligated to pay running royalties to third parties to avoid infringing such third parties' patent rights which dominate BOARD'S PATENT RIGHTS, LICENSEE may reduce the running royalty due MDA by such running royalties to such third parties, provided, however, the running royalty due MDA shall in no case be less than one-half the rates stated herein. 4.3. 4.2 During the term Term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to shall keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail of LICENSED PRODUCTS to enable the royalties and other payments due payable hereunder to be determined. LICENSEE agrees to shall permit UTMDACC MDA or its representatives, at UTMDACCMDA's expense, to periodically examine LICENSEE's its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any In the event that the amounts due UTMDACC to MDA are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period of time so examined, then LICENSEE will shall pay the cost of the examination plus such examination, and accrued interest at the highest allowable rate.. <Page> 4.4. Within thirty (30) 4.3 Upon the request of BOARD or MDA but not more often than once per calendar days following each anniversary of the EFFECTIVE DATEyear, LICENSEE will shall deliver to UTMDACC, BOARD and MDA a written progress report as to LICENSEE's 'S (and any sublicensee'ssublicensees') efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's 'S (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.4 All amounts payable hereunder by LICENSEE will shall be paid payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to shall be made payable to The University ........... of Texas M............ X. X. Xxxxxxxx Cancer

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MD XXXXXXXX the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining all reasonable PATENT RIGHTS, and all such future expenses incurred by UTMDACC, EXPENSES for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC MD XXXXXXXX will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for the expenses incurred as of that time and on a quarterly basis thereafter. The invoiced invoice amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee (“LICENSE DOCUMENTATION FEE”) in the amount of $50,000.00[***]. This fee The LICENSE DOCUMENTATION FEE will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCMD XXXXXXXX. This license documentation fee is not subject to the thirty (30) day cure period set forth in Section 13.3(b); and (c) The following milestone fees, annual A nonrefundable maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: fees (i“MAINTENANCE FEES”) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for if 2017 LICENSE has not terminated or expired, a biennial MAINTENANCE FEE in the first annual maintenance fee, amount of [***] due and payable within not later than thirty (30) calendar days of after the first second (2nd) and every subsequent even numbered (e.g., fourth (4th), sixth (6th), and eighth (8th), etc.) anniversary of the EFFECTIVE DATEEffective Date and Licensee’s receipt of MD Anderson’s invoice therefor; or (ii) if the 2017 LICENSE is not effect in any jurisdiction, an annual MAINTENANCE FEE in the amount of [***] due and payable not later than thirty (30) calendar days after each anniversary of the Effective Date and Licensee’s receipt of MD Anderson’s invoice therefor. This fee For clarity, LICENSEE shall be obligated to pay a MAINTENANCE FEE under either Section 4.1(c)(i) or Section 4.1(c)(ii), but not both, as applicable depending on the status of the 2017 License. Any ANNUAL MAINTENANCE FEE will not reduce the amount of any other payment provided for in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTARTICLE IV; and (d) A running Subject to Section 4.2, a ROYALTY RATE as follows: (i) if the LICENSED PRODUCT is covered by a VALID CLAIM in the country of SALE at the time of SALE as follows: ROYALTY RATE - If payment of royalty equal for the SALE of the LICENSED PRODUCT is also payable under the 2017 LICENSE ROYALTY RATE - If payment of royalty for the SALE of the LICENSED PRODUCT is not also payable under the 2017 LICENSE (ii) if the LICENSED PRODUCT is not covered by a VALID CLAIM in the country of SALE at the time of SALE as follows: ROYALTY RATE - If payment of royalty for the SALE of the LICENSED PRODUCT is also payable under the 2017 LICENSE ROYALTY RATE - If payment of royalty for the SALE of the LICENSED PRODUCT is not also payable under the 2017 LICENSE For clarity, the lower ROYALTY RATE set forth in the tables above in this Section 4.1(d), shall be applied on a LICENSED PRODUCT-by-LICENSED PRODUCT basis and shall only apply to five percent (5%) those SALES for which LICENSEE is obligated to pay, and does pay, a royalty for the sale of NET SALES, due and payable quarterly as provided in Section 4.2 the same LICENSED PRODUCT under the 2017 LICENSE for the avoidance of doubt the maximum royalty rate paid by LICENSEE with respect to UTMDACC, regardless the sale of whether LICENSEE or a sublicensee makes LICENSED PRODUCT covered by a SALE; Valid Claim under this LICENSE is [***]% and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable fees within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during achieving the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited tofollowing Milestone Events: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD FHCRC to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC FHCRC the following: (a) All out-of-pocket expenses [***] incurred by UTMDACC FHCRC in filing, prosecutingprosecution and maintenance of the PATENT RIGHTS [***], enforcing which amount will not exceed [***], and maintaining [***] incurred by FHCRC [***] in the maintenance and defense of the PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC FHCRC will invoice LICENSEE for [***] within thirty (30) calendar days [***] of the EFFECTIVE DATE for expenses incurred as of that time and invoice [***] on a quarterly basis thereafter[***] basis. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days [***] of receipt of the invoice; and; (b) [***] incurred by FHCRC in connection with the formation of LICENSEE related to intellectual property, including freedom-to-operate legal research-related fees, as estimated on Schedule 4.1(b) attached hereto. FHCRC will invoice LICENSEE for such expenses within [***] of the EFFECTIVE DATE. The invoiced amounts will be due and payable by LICENSEE within [***] of receipt of the invoice; (c) A nonrefundable license documentation fee in the amount of Two-Hundred Fifty Thousand Dollars ($50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV250,000), and is due and payable within thirty (30) calendar days [***] after the EFFECTIVE DATE; (d) An annual maintenance fee of Fifty Thousand Dollars ($50,000), due and payable within [***] after the EFFECTIVE DATE and within [***] of each of the first four anniversaries of the EFFECTIVE DATE; (e) Subject to Sections 4.5 and 4.7, a running royalty, on a LICENSED PRODUCT-by-LICENSED PRODUCT basis, equal to [***] of annual aggregate NET SALES up to [***], and [***] of annual aggregate NET SALES exceeding [***], such annual aggregate NET SALES being calculated on a [***] basis, with such amounts due and payable within [***] after the last day of the [***] in which the SALE generating such royalty occurred. Notwithstanding the foregoing, with respect to any LICENSED PRODUCT covered only by any patent application or patent co-owned by FHCRC and a third party (e.g., Seattle Children’s) and no other patent application or patent within the PATENT RIGHTS, the running royalty on NET SALES of such LICENSED PRODUCT shall be reduced by [***]. No multiple royalties shall be payable to FHCRC because a particular LICENSED PRODUCT is covered by more than one VALID CLAIM in any patent or patent application or more than one patent or patent application included in the PATENT RIGHTS or more than one aspect of the TECHNOLOGY RIGHTS. (f) Commencing on the fifth (5th) anniversary of the EFFECTIVE DATE and on every subsequent anniversary of the EFFECTIVE DATE until this AGREEMENT has been fully executed expires or is terminated, LICENSEE shall pay the amount, if any, by all parties and LICENSEE has received an invoice which the running royalty payments for the amount from UTMDACC; and prior calendar year under Section 4(e) aggregated less than One Hundred Thousand Dollars (c$100,000) The following milestone fees(the “MINIMUM ANNUAL ROYALTY”). For the year in which this AGREEMENT expires or is terminated, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless LICENSEE shall make a payment with respect to each of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (the calendar year prior to such expiration or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and termination and (ii) $70,000.00 upon regulatory approval on a pro-rated basis, the year in which such expiration or termination occurs; (g) With respect to any REMUNERATION received by LICENSEE from and with respect to any and all SUBLICENSEES, when such REMUNERATION, including the fair market value of a LICENSED PRODUCT any non-cash REMUNERATION, received by LICENSEE reaches the aggregate amounts set forth below, cumulatively from and after the EFFECTIVE DATE, LICENSEE will make the applicable one-time payments set forth below: [***] [*** ] [***] [*** ] [***] [*** ] [***] [*** ] Notwithstanding the above, in recognition of the fact that FHCRC and Licensee have entered into multiple license agreements relating to Licensed Products (i.e., this Agreement, the 2009 LICENSE and the 2012 LICENSE), FHCRC agrees that (a) any NET CONSIDERATION (as defined in 2009 LICENSE and 2012 LICENSE) paid by LICENSEE to FHCRC pursuant to the 2009 LICENSE and/or the 2012 LICENSE shall be fully creditable against any REMUNERATION due to FHCRC under this AGREEMENT, and (b) in no event shall LICENSEE be obligated to pay to FHCRC more than an aggregate of [***] with respect to any and all (i) NET CONSIDERATION (subject to the 2009 LICENSE and/or the 2012 LICENSE), and/or (ii) REMUNERATION (subject to this Agreement). (h) LICENSEE shall pay to FHCRC payments for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable achievement of development milestones (“DEVELOPMENT MILESTONES”), as follows: (i) $50,000.00 A payment of [***] upon [***] for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of each LICENSED PRODUCT in a [***] following the EFFECTIVE DATE. This fee For clarity, for a single LICENSED PRODUCT, this DEVELOPMENT MILESTONE will not reduce the amount be paid for [***], reaching a maximum total of [***] for any other payment provided in this AGREEMENT; andone LICENSED PRODUCT. (ii) $75,000.00 A payment of [***] upon [***] for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of each LICENSED PRODUCT following the EFFECTIVE DATEDATE in a [***]. This fee For clarity, for a single LICENSED PRODUCT, this DEVELOPMENT MILESTONE will not reduce the amount be paid for [***], reaching a maximum total of [***] for any other payment provided in this AGREEMENT; andone LICENSED PRODUCT. (iii) $90,000.00 A payment of [***] upon [***] for the third annual maintenance fee, due and payable within thirty (30) calendar days each of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of [***] for each a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) . For clarity, for a single [***], this DEVELOPMENT MILESTONE will be paid for each of NET SALESthe first [***], due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless reaching a maximum total of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties [***] for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiesone LICENSED PRODUCT. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days 4.2 Within [***] after March 31, June 30, September 30, and December 31 [***] of each year [***] during the term of this AGREEMENT, at which time and until all LICENSED PRODUCTS have been sold or destroyed pursuant to Section 13.3(e), LICENSEE will also deliver to UTMDACC FHCRC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicenseesSUBLICENSEES, if any exist, during the preceding three calendar months [***] under this AGREEMENT as necessary for UTMDACC FHCRC to account for LICENSEE's ’s and its SUBLICENSEES’ payments hereunder. This report will include pertinent data, including, but not limited to: (a) : [***] After the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) first SALE of a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such reportPRODUCT, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These these [***] reports are required even if no payments are duedue in connection therewith. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year [***] thereafter, LICENSEE agrees to keep complete and accurate records of its and any of its sublicensees' SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representativesan independent certified public accountant, at UTMDACC's expensereasonably acceptable to LICENSEE, to periodically examine examine, at FHCRC’s expense (except as provided below) and not more frequently than [***], LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT within the [***] period immediately preceding such examination. Such accountant shall not disclose to FHCRC any information other than information relating to the accuracy of reports and calculations of amounts due FHCRC under this AGREEMENT, and such accountant shall be subject to the terms of Article XI. If any amounts due UTMDACC FHCRC are ultimately determined to have been underpaid in an amount equal to or greater than five percent (5%) [***] of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate[***]. 4.4. 4.4 Within thirty (30) calendar days [***] following each anniversary of the EFFECTIVE DATE[***], LICENSEE will deliver to UTMDACC, FHCRC a written progress report as to LICENSEE's ’s (and any sublicensee'sSUBLICENSEES’) efforts and accomplishments during the preceding year [***] in diligently [***] commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and a summary of LICENSEE's ’s (and sublicensees'any of its SUBLICENSEES’) commercialization plans for the upcoming year[***]. 4.5 If LICENSEE or any of its SUBLICENSEES (a) is or becomes a party to a bona fide license agreement with a third party, or (b) is a party to a bona fide license agreement with FHCRC pursuant to a separate written agreement entered into on or before November 19, 2014 (each such third party or FHCRC, as the case may be, a “STACKING LICENSOR”) for the right or license to a product or process under which LICENSEE or any such SUBLICENSEE, is obligated to pay to a STACKING LICENSOR any royalties on NET SALES of LICENSED PRODUCTS, LICENSEE and such SUBLICENSEES may offset [***] of any royalties paid to such STACKING LICENSOR against up to [***] of the royalties owed FHCRC under this AGREEMENT, provided, the royalties payable to FHCRC under this AGREEMENT shall not be reduced to less than [***] of NET SALES as a result of any STACKING LICENSOR payment offsets, and provided further that any such STACKING LICENSOR payment offsets arising out of third party license agreements executed prior to October 16, 2013 (“PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS”), will be limited to the extent necessary to reflect an aggregate royalty rate on aggregate net sales under all such PRE-SIGNING THIRD PARTY LICENSE AGREEMENTS of no greater than [***]. It is understood that the MINIMUM ANNUAL ROYALTY payable to FHCRC will remain unchanged, notwithstanding the application of offsets under this Section 4.5. Any STACKING LICENSOR payments that may be applied as offsets as described above that are not applied in a given period may be carried forward until applied. 4.6 All amounts payable hereunder by LICENSEE will be paid in immediately available United States funds Dollars by wire transfer to an account or accounts designated by FHCRC, without deductions for taxes, assessments, fees, or charges of any kind, except tax withholding required by law. Checks Such amounts are not refundable and are not creditable against other fees and royalties. If the foreign currency cannot be converted to U.S. Dollars and exported from a country for any reason, LICENSEE shall notify FHCRC in writing, such amounts due hereunder in such currency shall be deemed converted at the exchange rate on the last business day of the reporting period to which a payment relates, as quoted in The Wall Street Journal (Western Edition), with payment made in such foreign currency or, at the election of FHCRC, payment in such foreign currency shall be deposited promptly in a recognized financial institution in that country for the benefit of FHCRC. 4.7 The applicable royalty rate set forth in Sections 4.1(e) above shall be reduced by [***] if the applicable LICENSED PRODUCT(S) are not within the scope of any VALID CLAIM in the country of manufacture or sale of such LICENSED PRODUCT(S) (as described in Section 2.7(c)). 4.8 Except as expressly set forth in this Agreement, no other payments shall be due with respect to the practice of LICENSED SUBJECT MATTER in the LICENSED FIELD or the development, manufacture, use or sale of any LICENSED PRODUCTS. 4.9 If LICENSEE fails to make any payment due under this AGREEMENT within [***] of the date upon which such payment is due, then interest shall accrue on such payment from the date such payment was originally due at a rate equal to [***] per month above the then-applicable prime commercial lending rate reported in the Wall Street Journal (Western Edition), or any similar daily business publication, or at the maximum rate permitted by applicable law, whichever is lower. 4.10 Any withholding or other tax that is required by law to be made payable withheld with respect to The University payments owed by LICENSEE pursuant to this AGREEMENT shall be deducted by LICENSEE (or its SUBLICENSEES) from such payment prior to remittance, and paid over to the relevant taxing authorities when due. LICENSEE shall promptly furnish FHCRC evidence of Texas M.any such taxes withheld and of payment thereof.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD UNTHSC to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC UNTHSC the following: (a) All reasonable out-of-pocket expenses incurred by UTMDACC UNTHSC in filing, prosecuting, enforcing and maintaining PATENT RIGHTSRIGHTS (which, as of the EFFECTIVE DATE are estimated to be $12,034), and all such reasonable future expenses incurred by UTMDACCUNTHSC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC On the six-month anniversary of the EFFECTIVE DATE, UNTHSC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; : and (b) A nonrefundable license documentation fee in the amount of fifteen thousand dollars ($50,000.0015,000). This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCUNTHSC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Nonrefundable Annual Maintenance Fees and Minimum Annual Royalties due and payable as followsaccording to the following schedule: (i1) An Annual Maintenance Fee of ten thousand dollars ($50,000.00 for the first annual maintenance fee10,000), due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE and every anniversary occurring thereafter until; (i) the seventh anniversary of the EFFECTIVE DATE. This fee will not reduce ; (ii) the amount first SALE; or (iii) issuance of a patent for any other payment provided PATENT RIGHTS (“PATENT”) as set forth in this AGREEMENT(3) below, whichever comes first; and (ii2) An Annual Maintenance Fee of thirty thousand dollars ($75,000.00 for the second annual maintenance fee30,000), due and payable within thirty (30) calendar days of the second seventh anniversary of the EFFECTIVE DATE and every anniversary occurring thereafter until the first SALE, subject to Sections 4.1(c)(3)-(4), below; (3) Subject to Sections 4.1(c)(4), below, if a United States PATENT issues, or a European Patent issues (and is not challenged within the statutory challenge period) prior to the first SALE or the seventh anniversary of the EFFECTIVE DATE, the Annual Maintenance Fee shall be increased from ten thousand dollars ($10,000) to fifteen thousand dollars ($15,000) per year, due and payable on the anniversary of the EFFECTIVE DATE immediately following issuance of the PATENT and every anniversary occurring thereafter until: (i) the first SALE; or (ii) the seventh anniversary of the EFFECTIVE DATE, whichever comes first; (4) Notwithstanding any provision in Sections 4.1(c)(1)-(3) to the contrary, upon the first SALE, the Annual Maintenance Fee shall be converted to a Minimum Annual Royalty of seventy-five thousand dollars ($75,000), due and within thirty (30) calendar days of the anniversary of the EFFECTIVE DATE immediately following the first SALE, and every anniversary reoccurring thereafter; (5) Running royalties accrued under Section 4.1(d) and paid to UNTHSC during the one year period preceding an anniversary of the EFFECTIVE DATE may be credited against the Minimum Annual Royalty due on that anniversary date; and (d) A running royalty as follows: (1) two and one half percent (2.5%) of NET SALES less than $250 million for LICENSED PRODUCTS covered by an issued patent; (2) three percent (3%) of NET SALES equal to or greater than $250 million for LICENSED PRODUCTS covered by an issued patent; and (3) one and one and half percent (1.5%) of NET SALES of LICENSED PRODUCTS not covered by an issued patent. This fee If LICENSEE is obligated to pay running royalties to a third party to avoid infringing such third party's patent rights which dominate UNTHSC'S PATENT RIGHTS (as documented by a written opinion of an independent, qualified patent attorney, a copy of which is provided to UNTHSC), LICENSEE may reduce the running royalty due UNTHSC by one half of the running royalty rate being paid to such third party, provided, however, the running royalty rate due UNTHSC will not be reduced to less than two percent (2%) of NET SALES of LICENSED PRODUCTS covered by an issued patent or one percent (1%) of NET SALES of LICENSED PRODUCTS not covered by an issued patent; and (e) The following milestone payments, regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE, or, in the case of milestone 4.1(e)(5), by any of the foregoing, and/or UNTHSC. (1) Ten thousand dollars ($10,000) upon dosing the first patient with a LICENSED PRODUCT in each PHASE 1 STUDY; (2) Twenty-five thousand dollars ($25,000) upon dosing the first patient with a LICENSED PRODUCT in each PHASE 2 STUDY; (3) Fifty thousand ($50,000) upon dosing the first patient with a LICENSED PRODUCT in each PHASE 3 STUDY, provided that, if no PATENT has issued at the time this milestone is achieved, the amount of the milestone shall be reduced from fifty thousand dollars ($50,000) to forty thousand dollars ($40,000); (4) Four hundred thousand dollars ($400,000) upon the first REGULATORY APPROVAL of each LICENSED PRODUCT, provided that, if no PATENT has issued in the United States or Europe which has claims that cover such LICENSED PRODUCT, then such milestone payment shall be delayed until such time as such PATENT issues. (5) Fifteen thousand dollars ($15,000) upon issuance of a PATENT in the United States, or issuance of a European PATENT with no subsequent challenge to such PATENT during the challenge period ; and (6) Two hundred thousand dollars ($200,000) upon the REGULATORY APPROVAL for each subsequent indication other than cancer, of a LICENSED PRODUCT that was previously granted REGULATORY APPROVAL for an initial indication, provided that, if no PATENT that covers such indication has issued at the time this milestone is achieved, the amount of the milestone shall be reduced from two hundred thousand dollars ($200,000) to one hundred thousand dollars ($100,000). Each of the foregoing milestone payments shall be made by LICENSEE to UNTHSC (without invoice) within thirty (30) calendar days of achieving the milestone event and shall not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (iiif) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) The following percentages of all consideration, other than research and development money and royalties for NET SALES, non-royalty consideration received by LICENSEE from any sublicenseesublicensee pursuant Sections 3.3 and 3.4 hereinabove, including, including but not limited to, to up-front payments, marketing, distribution, franchise, option, license, or documentation fees, research money not dedicated to LICENSED PRODUCTS, and development money not dedicated to the preclinical or clinical development of specific LICENSED PRODUCTS, bonus and milestone payments and equity securities; (payments required to be used for preclinical or clinical development of specific LICENSED PRODUCTS shall not be included in the non royalty consideration. Likewise, payments made to LICENSEE in consideration of an investment in all or part of the equity securities of LICENSEE, shall not be included in the non royalty consideration so long as such equity investment is made in an arms length transaction for fair market value. (f1) In case of the sale twenty-five percent (25%) of all non-royalty consideration if the sublicense is executed before the initiation of LICENSEE's assets to a third xxxxx, this PHASE 2 STUDY; and (2) twenty percent (20%) of all non-royalty consideration if the sublicense is executed on or after the initiation of a PHASE 2 STUDY; and (g) This AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC UNTHSC of a one hundred thousand dollar ($100,000.00 license documentation 100,000) assignment fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT the assignment fee is assigned not paid prior to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third partyassignment, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT said assignment shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiesvoid. 4.2. 4.2 Unless otherwise provided, all such payments are payable quarterly within thirty (30) calendar days days, after finalization of the financial statements for the quarters ended March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENTAGREEMENT or within sixty (60) days after March 31, June 30, September 30, and December 31of each year during the term of this AGREEMENT (whichever is earlier), at which time LICENSEE will wil1 also deliver to UTMDACC UNTHSC a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC UNTHSC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE LICENSEE, its AFFILIATES and sublicensees since the previous report; and (b) a list of LICENSED PRODUCTS under preclinical development or produced by LICENSEE, its AFFILIATES and sublicensees for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSmonths; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)LICENSEE, its AFFILIATES and sublicensees; and (d) the total SALES by the category listed in Section 4.2(b)LICENSEE, its AFFILIATES and sublicensees; and (e) the calculation of NET SALES by the category listed in Section 4.2(b)SALES; and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) UNTHSC and/or minimum and royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACCUNTHSC; and (h) all other amounts due UTMDACC UNTHSC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC UNTHSC the amount due, ; if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES’ and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC UNTHSC or its representatives, at UTMDACC's UNTHSC’s expense, to periodically examine upon reasonable notice LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent to necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC UNTHSC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the lesser of: (1) highest allowable rate: or (2) the prime rate plus two percent. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UNTHSC a written progress report as to LICENSEE's (’s and any sublicensee's) 's efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') ' commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges or any kind unless required by the laws of the jurisdiction where sales are made. In the event that the laws of the jurisdiction in which sales are made limit the repatriation of funds or the conversion into US currency, LICENSEE shall use commercially diligent efforts to repatriate all funds owing to UNTHSC, and shall, in all cases, repatriate funds owed to UNTHSC in equal proportion to any kindamounts belonging to LICENSEE which are repatriated from such jurisdiction. Checks are to be made payable to The University of North Texas M.Health Science Center, and sent by United States mail to 0000 Xxxx Xxxxx Xxxx. Xxxx Xxxxx, Xxxxx 00000-000, Attention: Technology Transfer & Commercialization , and referencing the title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license documentation fee, milestone payment, royalty [including applicable patent/application identified UNTHSC reference number and patent number or application serial number], or maintenance fee, etc.).

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD LICENSOR to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All reasonable out-of-pocket expenses incurred by UTMDACC LICENSOR in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCLICENSOR, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC LICENSOR will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee equal to $______________, payable in the amount of $50,000.00_________ equal installments. This fee The first payment will not reduce the amount of any other payment provided for in this ARTICLE IV, and is be due and payable on _________ and the remaining three (3) payments will be made on a _________ basis thereafter (on __________________________________________________ ____). LICENSEE will be invoiced for said amounts by LICENSOR; and (c) A running royalty equal to ____ percent (___%) of LICENSEE's NET SALES of LICENSED PRODUCTS will be applicable on NET SALES in excess of the first One Million Dollars ($1,000,000); and (d) Minimum annual royalties of ______________ Dollars ($________), which will be payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone feesMarch 31, annual maintenance feesJune 30, September 30, and minimum annual royalties: Milestone Fees due and payableDecember 31 of each year during the term of this AGREEMENT, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for with the first annual maintenance fee, payment due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance feeafter March 31, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE2005; and (e) Thirty Up to _____ percent (30____%) of all consideration, other than research and development money and royalties for NET SALES, consideration received by LICENSEE from either (i) any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 herein above, includingor (ii) any assignee pursuant to Section 12.1 hereinbelow, including but not limited to, up-front royalties, upfront payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. The amount due under this Section 4.1(e) shall be fixed by mutual agreement of LICENSEE and LICENSOR. * The Redacted portion of the above information has been filed with the Securities and Exchange Comission. (f4.2 The payments under Sections 4.1(c) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC LICENSOR a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC LICENSOR to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous reporttotal quantities of LICENSED PRODUCTS produced; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTStotal SALES; and (c) the total quantities calculation of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)NET SALES and royalties thereon; and (d) the total SALES by the category listed in Section 4.2(b)royalties (and/or minimum royalties) so computed and due LICENSOR; and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC LICENSOR herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC LICENSOR the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one three (13) year years thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES of LICENSED PRODUCTS in sufficient detail to enable the royalties and other payments due payable hereunder to be determined. LICENSEE agrees to shall permit UTMDACC LICENSOR or its representatives, at UTMDACC's LICENSOR'S expense, to periodically examine LICENSEE's 'S books, ledgers, ledgers and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any the amounts due UTMDACC LICENSOR are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus the accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following of each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, LICENSOR a written progress report as to LICENSEE's 'S (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University TIAX LLC, P.O. Box 846108, Boston, MA 02284-6108, or by wire transfer to Citizexx Xxxx, 0 Xxxxxxxx Xxxxx, Xxxxxxxxx, RI 02915; Routing Number: 011500120; Accxxxx Xxxxxx: 0000000000; Xxxxxxx Xxxx: TIAX LLC. 4.6 Nx xxxxxxxs due or royalty rates owed under this AGREEMENT will be reduced as the result of Texas M.co-ownership of LICENSED SUBJECT MATTER by LICENSOR and (i) U.S. government agencies, and/or (ii) another party, including, but not limited to, LICENSEE, except to the extent such co-ownership legally or effectively reduces or limits LICENSEE's ability to derive the full benefit of the rights granted to it under Section 3.1 of this Agreement.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MDA the following: (a) All Reimbursement for all out-of-pocket expenses incurred paid by UTMDACC MDA through May 31, 1996 in filing, prosecuting, enforcing and maintaining PATENT RIGHTSRIGHTS licensed hereunder as follows: (i) due September 1, 1996, (ii) due April 1, 1997, and (iii) due January 1, 1998; and all such future expenses incurred paid by UTMDACCMDA, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC MDA will invoice LICENSEE within thirty (30) calendar days of in accordance with the EFFECTIVE DATE for expenses incurred as of that time schedule herein, and on upon a quarterly basis thereafter. The thereafter beginning March 1, 1998 for expenses paid by MDA after May 31, 1996 and the amounts invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoicethereafter; andAND (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent of LICENSEE's NET SALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where LICENSED SUBJECT MATTER is covered by one (5%1) or more issued patents or pending patent applications and of LICENSEE'S NET SALESSALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where LICENSED SUBJECT MATTER is NOT covered by one (1) or more issued patents or pending patent applications, due and payable quarterly as provided (or when LICENSEE has expended or committed to expend and is current in Section 4.2 by LICENSEE its obligations to UTMDACC, regardless expend on research and development of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%the LICENSED SUBJECT MATTER) of all consideration, consideration other than research Research and development Development ("R&D") money and royalties for NET SALES, received by LICENSEE from (i) any sublicenseesublicensee pursuant to Paragraphs 3.3 and 3.4 herein above, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (fii) In case of the sale of all of LICENSEE's assets any assignee pursuant to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section Paragraph 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), hereinbelow including but not limited to, to royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will shall also deliver to UTMDACC BOARD and MDA a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC BOARD are to account for LICENSEE's payments hereunder. This Such report will shall include all pertinent data, including, but not limited to: : (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by produced; (b) the category listed in Section 4.2(b)total SALES, (c) the calculation of royalties thereon; and (d) the total SALES by the category listed in Section 4.2(b); and royalties (eor minimum royalties) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royaltiesMDA; and and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (he) all other amounts covered and due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees shall pay to pay UTMDACC MDA the amount dueamount, if any, due for the period of such report. These reports are required even if If no payments are due, it shall be so reported. Should LICENSEE be obligated to pay running royalties to third parties to avoid infringing such third parties' patent rights which dominate BOARD'S PATENT RIGHTS, LICENSEE may reduce the running royalty due MDA by such running royalties to such third parties, provided, however, the running royalty due MDA shall in no case be less than one-half the rates stated herein. 4.3. 4.2 During the term Term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to shall keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail of LICENSED PRODUCTS to enable the royalties and other payments due payable hereunder to be determined. LICENSEE agrees to shall permit UTMDACC MDA or its representatives, at UTMDACCMDA's expense, to periodically examine LICENSEE's its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any In the event that the amounts due UTMDACC to MDA are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period of time so examined, then LICENSEE will shall pay the cost of the examination plus such examination, and accrued interest at the highest allowable rate. 4.4. Within thirty (30) 4.3 Upon the request of BOARD or MDA but not more often than once per calendar days following each anniversary of the EFFECTIVE DATEyear, LICENSEE will shall deliver to UTMDACC, BOARD and MDA a written progress report as to LICENSEE's 'S (and any sublicensee'ssublicensees') efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's 'S (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.4 All amounts payable hereunder by LICENSEE will shall be paid payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to shall be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC[*], for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of after the EFFECTIVE DATE AGREEMENT has been fully executed by all parties for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation a [*] fee in the amount of $50,000.00[*]. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties [*] due and payable as follows: (i) $50,000.00 for follows until the first annual maintenance feeSALE: [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. § First, second and third anniversary of the EFFECTIVE DATE: [*]; § Fourth, fifth sixth and seventh anniversary of the EFFECTIVE DATE: [*]; § Eighth and all subsequent anniversaries of the EFFECTIVE DATE until first SALE: [*] (collectively, the “Annual Maintenance Fee”). The Annual Maintenance Fees will be due and payable without invoice within thirty (30) calendar days of the first each anniversary of the EFFECTIVE DATE. This fee DATE until first SALE and will not reduce the amount of any other payment provided for in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTARTICLE IV; and (d) A running royalty equal to five percent (5%[*] attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES, subject to the following: § It is understood that royalties shall be due under this Section 4.l(d) above only on SALES of NET SALESLICENSED PRODUCTS, due and payable quarterly as provided the SALE of which would, but for the license granted herein, infringe a VALID CLAIM in Section 4.2 by the country for which such LICENSED PRODUCT is SOLD. However, if the SALE of a LICENSED PRODUCT would infringe a VALID CLAIM in the MAJOR MARKET COUNTRIES, LICENSEE to UTMDACCshall pay royalties hereunder on all sales of such LICENSED PRODUCT in any country, regardless of whether the sale of such product in such country would infiinge a VALID CLAIM. § In the event that more than one patent within the PATENT RIGHTS is applicable to any LICENSED PRODUCT subject to royalties under this Section 4.l(d), then only one royalty shall be paid to UTMDACC in respect of such quantity of the LICENSED PRODUCTS and in any event [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. no more than one royalty will be payable hereunder with respect to any particular LICENSED PRODUCT unit; § No royalty shall be payable under this Section 4.1 (d) with respect to the SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or with respect to any fees or other payments paid between or among LICENSEE and AFFILIATES; nor shall a royalty be payable under this Section 4. 1(d) with respect to SALES of LICENSED PRODUCTS for use in clinical trials or as samples; § In the event that a sublicensee makes LICENSED PRODUCT is sold in combination as a SALEsingle product, or in a kit, with another product or component and no royalty would be due hereunder on the sale of such other product or component alone, then NET SALES from such combination sales for purposes of calculating the amounts due under this Section 4.l(d) shall be as reasonably allocated, as determined in good faith by LICENSEE and UTMDACC, between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable; § To the extent that the LICENSEE is required, by order or judgment of any court to obtain in any jurisdiction any license from a third party in order to practice the rights granted to the LICENSEE hereunder, or LICENSEE otherwise reasonably determines that such a license is necessary, then up to [*] may be deducted from royalties otherwise payable to UTMDACC [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. from the LICENSEE in that jurisdiction, provided that in no event shall the royalties payable to UTMDACC pursuant to this Section 4.l(d) in any quarterly period in such jurisdiction be reduced by [*]; and § Notwithstanding the foregoing, if SALES of a LICENSED PRODUCT subject to royalty obligations under this Section 4.l(d) are also subject to a royalty under one or more other agreements entered into by Introgen Therapeutics, Inc. and UTMDACC, LICENSEE may reduce the royalties payable hereunder by fifty percent (50%) with respect to SALES of such LICENSED PRODUCT. To the extent such other agreements do not provide for a corresponding fifty percent (50%) reduction in the royalties payable thereunder to account for royalties payable under this AGREEMENT, they shall by this AGREEMENT be deemed amended to provide for such corresponding fifty percent (50%) reduction in the royalties payable thereunder; and (e) Thirty percent After first SALE, minimum annual royalties of [*]. This amount shall be due and payable within thirty (30%) days of the first and all considerationsubsequent anniversaries of the EFFECTIVE DATE which follows the first SALE (“Minimum Annual Royalties”); provided, other however, that in the event that there is less than research a twelve month period between the first SALE and development money the first anniversary of the EFFECTIVE DATE which follows the first SALE, then LICENSEE shall pay the following: (1) the Annual Maintenance Fee due for that year multiplied by the fraction, A/C, where A is the number of months between the anniversary of the EFFECTIVE DATE preceding the first SALE and the first SALE and C is twelve (12); and (2) the Minimum Annual [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Royalty multiplied by the fraction B/C, where B is the number of months between the first SALE and the first anniversary of the EFFECTIVE DATE which follows the first SALE, C is twelve and A + B = twelve (12). Additionally, running royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus accrued under Section 4.l(d) and milestone payments and equity securities.paid to UTMDACC during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the Minimum Annual Royalties due on that anniversary date; and (f) In case the following percentage of SUBLICENSE INCOME received by LICENSEE: § [*] of SUBLICENSE INCOME received by the LICENSEE from the EFFECTIVE DATE until the [*] anniversary thereof; and § [*] of SUBLICENSEE INCOME received by LICENSEE on and after the [*] anniversary of the sale EFFECTIVE DATE until the termination or expiration of all of LICENSEE's assets to a third xxxxxthis AGREEMENT. Additionally, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the maximum payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration Section 4.l(f) for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitieseach sublicense agreement is [*]. 4.2. 4.2 Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicenseesSUBLICENSEES, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; andand [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSmonths; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)produced; and (d) the total SALES by the category listed in Section 4.2(b)SALES; and (e) the calculation of NET SALES by the category listed in Section 4.2(b)SALES; and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration SUBLICENSING INCOME received from each sublicensee or assignee SUBLICENSEE and payments due UTMDACCUTMDACC under Section 4.l(f); and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES’ and its sublicensees' SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's ’s expense, to periodically examine LICENSEE's ’S books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's ’S (and any sublicensee'sSUBLICENSEE’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'SUBLICENSEE’s) commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Axxxxxxx Cancer Center, and sent by United States mail to Box 297402, Hxxxxxx, Xxxxx 00000, Attention: Grants and Contracts or by wire transfer to: [*] 4.6 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and LICENSEE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MD XXXXXXXX the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining all reasonable PATENT RIGHTS, and all such future expenses incurred by UTMDACC, EXPENSES for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC MD XXXXXXXX will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for the expenses incurred as of that time and on a quarterly basis thereafter. The invoiced invoice amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee (“LICENSE DOCUMENTATION FEE”) in the amount of $50,000.00[***]. This fee The LICENSE DOCUMENTATION FEE will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCMD XXXXXXXX. This LICENSE DOCUMENTATION FEE is not subject to the thirty (30) day cure period set forth in Section 13.3(b); and (c) The following milestone feesUntil the first SALE, annual nonrefundable maintenance fees, and minimum annual royaltiesfees (“MAINTENANCE FEES”) as set forth in the table below: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable Anniversay of Effective Date of this Agreement If 2012 License is still active as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary Effective Date of this Agreement If 2012 License is no longer active as of the EFFECTIVE DATEEffective Date of this Agreement 1st [***] [***] 2nd [***] [***] 3rd [***] [***] 4th [***] [***] 5th [***] [***] 6th [***] [***] For clarity, LICENSEE shall be obligated to pay a MAINTENANCE FEE under either Section 4.1(c)(i) or Section 4.1(c)(ii), but not both, as applicable depending on the status of the 2012 LICENSE. This fee Any ANNUAL MAINTENANCE FEE will not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (d) A ROYALTY RATE as follows: (i) if the LICENSED PRODUCT is covered by a VALID CLAIM in the country of SALE at the time of SALE as follows: ROYALTY RATE – If payment of royalty for the SALE of the LICENSED PRODUCT is also payable under the 2012 LICENSE ROYALTY RATE – If payment of royalty for the SALE of the LICENSED PRODUCT is not also payable under the 2012 LICENSE (ii) if the LICENSED PRODUCT is not covered by a VALID CLAIM in the country of SALE at the time of SALE as follows: ROYALTY RATE – If payment of royalty for the SALE of the LICENSED PRODUCT is also payable under the 2012 LICENSE ROYALTY RATE – If payment of royalty for the SALE of the LICENSED PRODUCT is not also payable under the 2012 LICENSE For clarity, the lower Royalty Rate set forth in the tables above in this Section 4.1(d), shall be applied on a LICENSED PRODUCT-by-LICENSED PRODUCT basis and shall only apply to those SALES for which LICENSEE is obligated to pay, and does pay, a royalty for the sale of the same LICENSED PRODUCT under the 2012 LICENSE; and (e) After the first SALE, minimum annual royalties (“MINIMUM ANNUAL ROYALTIES”) according to the following schedule: (i) subject to Section 4.1(e)(iv), [***] due and payable not later than thirty (30) calendar days after the first (1st) anniversary of the first SALE and Licensee’s receipt of MD Anderson’s invoice therefor; and (ii) $75,000.00 for the second annual maintenance feesubject to Section 4.1(e)(iv), [***] due and payable not later than thirty (30) calendar days after the second (2nd) anniversary of the first SALE and Licensee’s receipt of MD Anderson’s invoice therefor; and (iii) subject to Section 4.1(e)(iv), [***] due and payable not later than thirty (30) calendar days after the third (3rd) anniversary of the first SALE and each subsequent anniversary of the first SALE and Licensee’s receipt of MD Anderson’s invoice therefor; (iv) if the 2012 LICENSE has not expired or has not been terminated as of the applicable anniversary of the first SALE set forth in Sections 4.1(e)(i)-(iii); then the applicable MINIMUM ANNUAL ROYALTY payment shall be waived. In the event that there is less than a twelve (12) month period between the first SALE and the first anniversary of the Effective Date which follows the first SALE, then Licensee shall pay the following: (i) the MAINTENANCE FEE due for that year multiplied by the fraction A/C, where A is the number of months between the anniversary of the EFFECTIVE DATE preceding the first SALE and the first SALE, and C is twelve (12); and (ii) the MINIMUM ANNUAL ROYALTIES multiplied by the fraction B/C, where B is the number of months between the first SALE and the first anniversary of the EFFECTIVE DATE which follows the first SALE, C is twelve (12), and A + B = twelve (12). Amounts accrued under Section 4.1(d) and paid to MD XXXXXXXX during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the MINIMUM ANNUAL ROYALTIES due on that anniversary date. (f) milestone fees within thirty (30) days of achieving the following Milestone Events: Milestone Events Milestone Fees - if the corresponding Milestone Event of the 2012 LICENSE is achieved with the same LICENSED PRODUCT Milestone Fees - Otherwise [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Each of the foregoing milestone fees shall be made by LICENSEE to MD XXXXXXXX (without invoice) within thirty (30) calendar days of achieving the second anniversary of the EFFECTIVE DATE. This fee will Milestone Event and shall not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV. For clarity, each of the foregoing milestone payments shall be paid only once regardless of the number of LICENSED PRODUCTS that achieve such milestone; and (iiig) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) percentage of all consideration, other than research and development money and royalties for NET SALESSUBLICENSE CONSIDERATION, received by LICENSEE from any sublicensee, including, but SUBLICENSEE pursuant to Section 3.3 hereinabove as follows: Execution Date of SUBLICENSE AGREEMENT Percentage of SUBLICENSE CONSIDERATION - if sublicense consideration is payable under the 2012 LICENSE for the same SUBLICENSE AGREEMENT Percentage of SUBLICENSE CONSIDERATION - if sublicense consideration is not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiespayable under the 2012 LICENSE for the same SUBLICENSE AGREEMENT [***] [***]% [***]% [***] [***]% [***]% 4.2 LICENSEE shall make no SALE prior to REGULATORY APPROVAL unless LICENSEE pays the royalty due hereunder to MD XXXXXXXX on account of any NET SALES arising from such SALE. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. 4.3 Unless otherwise provided, all such payments are payable within thirty sixty (3060) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC MD XXXXXXXX a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicenseesSUBLICENSEES, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC MD XXXXXXXX to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of each LICENSED PRODUCTS produced PRODUCT available for sale during the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSmonths; and (c) the total quantities of each LICENSED PRODUCTS produced by the category listed in Section 4.2(b)PRODUCT SOLD during such period; and (d) the total SALES by the category listed in Section 4.2(b)SALES; and (e) the calculation of NET SALES by the category listed in Section 4.2(b)SALES; and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royaltiesMD XXXXXXXX; and (g) all consideration received from each sublicensee or assignee SUBLICENSEE and payments due UTMDACCMD XXXXXXXX; and (h) all other amounts due UTMDACC MD XXXXXXXX herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC MD XXXXXXXX the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.4 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES’ and its sublicensees' SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representativesan independent auditor engaged by MD XXXXXXXX and reasonably acceptable to LICENSEE, at UTMDACC's MD ANDERSON’s expense, to periodically (but no more than once per calendar year and solely with respect to records not previously examined, unless in the independent auditor’s reasonable opinion review of such previously examined records is necessary to properly conduct the current examination) examine LICENSEE's ’s books, ledgers, and records during regular business hours hours, with reasonable prior notice, for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC MD XXXXXXXX are determined to have been underpaid in an amount equal to or greater than five [***]percent (5[***]%) of the total amount due during the period so examined, then LICENSEE will pay the reasonable cost of the examination plus accrued interest at the lower of (a) the then­current prime interest rate plus [***]% or (b) the highest allowable rate. 4.4. 4.5 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, MD XXXXXXXX a written progress report as to LICENSEE's ’s (and any sublicensee'sAFFILIATE’s and SUBLICENSEE’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (’S, AFFILIATES’ and sublicensees') SUBLICENSEES’ commercialization plans for the upcoming year. 4.5. 4.6 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Xxxxxxxx Cancer Center, and sent by United States mail to [***], or by wire transfer to: [***]. 4.7 No payments due or royalties owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and another party, including, but not limited to, LICENSEE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All reasonable out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of after the EFFECTIVE DATE AGREEMENT has been fully executed by all parties for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of fifteen thousand dollars ($50,000.0015,000). This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Nonrefundable Annual Maintenance Fees and Minimum Annual Royalties due and payable as followsaccording to the following schedule: (i1) An Annual Maintenance Fee of ten thousand dollars ($50,000.00 for the first annual maintenance fee10,000), due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE and every anniversary occurring thereafter until: (i) the seventh anniversary of the EFFECTIVE DATE. This fee will not reduce ; (ii) the amount first SALE; or (iii) issuance of a patent for any other payment provided in this AGREEMENTPATENT RIGHTS ("PATENT"), whichever comes first; and (ii2) An Annual Maintenance Fee of thirty thousand dollars ($75,000.00 for the second annual maintenance fee30,000), due and payable within thirty (30) calendar days of the second seventh anniversary of the EFFECTIVE DATE and every anniversary occurring thereafter until the first SALE, subject to Sections 4.1(c)(3)-(4), below; (3) Subject to Section 4.1(c)(4), below, if a PATENT issues prior to the first SALE or the seventh anniversary of the EFFECTIVE DATE. This fee will not reduce , the amount Annual Maintenance Fee shall be increased from ten thousand dollars ($10,000) to fifteen thousand dollars ($15,000) per year, due and payable on the anniversary of any other payment provided in this AGREEMENTthe EFFECTIVE DATE immediately following issuance of the PATENT and every anniversary occurring thereafter until: (i) the first SALE; andor (ii) the seventh anniversary of the EFFECTIVE DATE, whichever comes first; (iii4) Notwithstanding any provision in Sections 4.1(c)(1)-(3) to the contrary, upon the first SALE, the Annual Maintenance Fee shall be converted to a Minimum Annual Royalty of seventy-five thousand dollars ($90,000.00 for the third annual maintenance fee75,000), due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATEDATE immediately following the first SALE, and every anniversary occurring thereafter; (5) Running royalties accrued under Section 4.1(d) and paid to UTMDACC during the one year period preceding an anniversary of the EFFECTIVE DATE may be credited against the Minimum Annual Royalty due on that anniversary date; and (d) A running royalty as follows: (1) two and one half percent (2.5%) of NET SALES less than $250 million for LICENSED PRODUCTS covered by an issued patent; (2) three percent (3%) of NET SALES equal to or greater than $250 million for LICENSED PRODUCTS covered by an issued patent; and (3) one and one half percent (1.5%) of NET SALES of LICENSED PRODUCTS not covered by an issued patent. This fee If LICENSEE is obligated to pay running royalties to a third party to avoid infringing such third party’s patent rights which dominate BOARD'S PATENT RIGHTS (as documented by a written opinion of an independent, qualified patent attorney, a copy of which is provided to BOARD), LICENSEE may reduce the running royalty due UTMDACC by one half of the running royalty rate being paid to such third party, provided, however, the running royalty rate due UTMDACC will not be reduced to less than two percent (2%) of NET SALES of LICENSED PRODUCTS covered by an issued patent or one percent (1%) of NET SALES of LICENSED PRODUCTS not covered by an issued patent; and (e) The following one-time milestone payments, regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE, or, in the case of milestone 4.1(e)(5), by any of the foregoing, BOARD and/or UTMDACC (1) Ten thousand dollars ($10,000) upon dosing the first patient with a LICENSED PRODUCT in a PHASE 1 STUDY; (2) Twenty-five thousand dollars ($25,000) upon dosing the first patient with a LICENSED PRODUCT in a PHASE 2 STUDY; (3) Fifty thousand dollars ($50,000) upon dosing the first patient with a LICENSED PRODUCT in a PHASE 3 STUDY, provided that, if no PATENT has issued at the time this milestone is achieved, the amount of the milestone shall be reduced from fifty thousand dollars ($50,000) to forty thousand dollars ($40,000); (4) Four hundred thousand dollars ($400,000) upon the first REGULATORY APPROVAL of a LICENSED PRODUCT, provided that, if no PATENT has issued at the time this milestone is achieved, the amount of the milestone shall be reduced from four hundred thousand dollars ($400,000) to two hundred thousand dollars ($200,000); and (5) Fifteen thousand dollars ($15,000) upon issuance of a PATENT. Each of the foregoing milestone payments shall be made by LICENSEE to UTMDACC (without invoice) within thirty (30) calendar days of achieving the milestone event and shall not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (ivf) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) The following percentages of all consideration, other than research and development money and royalties for NET SALES, non-royalty consideration received by LICENSEE from any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, including but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, research and development money, bonus and milestone payments and equity securities.: (f1) In case twenty-five percent (25%) of all non-royalty consideration if the sublicense is executed before the third anniversary of the sale EFFECTIVE DATE; and (2) twenty percent (20%) of all non-royalty consideration if the sublicense is executed on or after the third anniversary of LICENSEE's assets to a third xxxxx, this the EFFECTIVE DATE; and (g) This AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of a one hundred thousand dollar ($100,000.00 license documentation 100,000) assignment fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT the assignment fee is assigned not paid prior to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third partyassignment, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT said assignment shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiesvoid. 4.2. 4.2 Unless otherwise provided, all such payments are payable quarterly within thirty (30) calendar days after finalization of the financial statements for the quarters ended March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT or within sixty (60) days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENTAGREEMENT (whichever is earlier), at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE LICENSEE, its AFFILIATES and sublicensees since the previous report; and (b) a list of LICENSED PRODUCTS produced by LICENSEE, its AFFILIATES and sublicensees for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSmonths; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)LICENSEE, its AFFILIATES and sublicensees; and (d) the total SALES by the category listed in Section 4.2(b)LICENSEE, its AFFILIATES and sublicensees; and (e) the calculation of NET SALES by the category listed in Section 4.2(b)SALES; and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES' and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine upon reasonable notice LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the lesser of: (1) the highest allowable rate; or (2) the prime rate plus two percent. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's (and any sublicensee's) ’s efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') ' commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Xxxxxxxx Cancer Center, and sent by United States mail to Box 297402, Xxxxxxx, Xxxxx 00000, Attention: Grants and Contracts or by wire transfer to: JPMorgan Chase Bank, N.A. 000 Xxxxxx Houston, Texas 77002 SWIFT: XXXXXX00 (for international wires only) ABA ROUTING NO: 000000000 ACCOUNT NAME: Univ. of Texas X. X. Xxxxxxxx Cancer Center ACCOUNT NO.: 1586838979 REFERENCE: include title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license documentation fee, milestone payment, royalty [including applicable patent/application identified by MDA reference number and patent number or application serial number], or maintenance fee, etc.). 4.6 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and another party, including, but not limited to, LICENSEE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay to UTMDACC (or issue to BOARD, in the case of LICENSE EQUITY (as defined in Section 4.1(h) below) or INVESTMENT EQUITY (as defined in Section 4.2 below)) the following: (a) All actual out-of-pocket expenses incurred by UTMDACC on or after April 5, 2012, in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for such expenses incurred as of that time and on a quarterly basis thereafterbasis. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of LICENSEE’s receipt of each such invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.0080,000, which includes $30,000 for patent expenses incurred by UTMDACC prior to the date referenced in Section 4.1(a) above. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for EFFECTIVE DATE. This license documentation fee is not subject to the amount from UTMDACCthirty (30) day cure period set forth in Section 13.3(b); and (c) The following milestone fees, A nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: fee (i“ANNUAL MAINTENANCE FEE”) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable beginning on the third anniversary of the EFFECTIVE DATE and each anniversary of the EFFECTIVE DATE occurring thereafter until the first SALE, as follows: (i1) a first ANNUAL MAINTENANCE FEE in the amount of $50,000.00 for the first annual maintenance fee, 25,000 shall be due and payable (without invoice) within thirty (30) calendar days of after the first third anniversary of the EFFECTIVE DATE; and (2) second and subsequent ANNUAL MAINTENANCE FEES shall be due and payable (without invoice) within thirty (30) calendar days after the fourth and each subsequent anniversary of the EFFECTIVE DATE until the first SALE. This fee The amount of the ANNUAL MAINTENANCE FEE shall increase by $10,000.00 each year, e.g., $35,000.00 shall be due within thirty (30) calendar days after the fourth anniversary of the EFFECTIVE DATE; $45,000.00 shall be due within thirty (30) calendar days after the fifth anniversary of the EFFECTIVE DATE; $55,000.00 shall be due within thirty (30) calendar days after the sixth anniversary of the EFFECTIVE DATE; and so on. The ANNUAL MAINTENANCE FEES will not reduce the amount of any other payment provided for in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTARTICLE IV; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent A one-time milestone payment of $250,000.00 due upon REGULATORY APPROVAL of the first LICENSED PRODUCT, regardless of whether the milestone is achieved by LICENSEE, a sublicensee or an AFFILIATE. The foregoing milestone payment shall be made by LICENSEE to UTMDACC (without invoice) within thirty (30%) calendar days of achieving the milestone event and shall not reduce the amount of any other payment provided for in this ARTICLE IV; and (f) The following percentages of all consideration, other than research and development money and royalties for NET SALESroyalties, received by LICENSEE from any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, including but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities.securities (hereafter “SUBLICENSEE CONSIDERATION”): (f1) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty Twenty percent (3020%) of all consideration received from SUBLICENSEE CONSIDERATION if the transfer sublicense is executed before the second anniversary of rights under the EFFECTIVE DATE; and (2) Fifteen percent (15%) of all SUBLICENSEE CONSIDERATION if the sublicense is executed on or after the second anniversary of the EFFECTIVE DATE, but before the fourth anniversary of the EFFECTIVE DATE; and (3) Ten percent (10%) of all SUBLICENSEE CONSIDERATION if the sublicense is executed on or after the fourth anniversary of the EFFECTIVE DATE; and (g) An Assignment Fee of $20,000.00 for each permitted assignment of this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), due and payable prior to any assignment pursuant to Section 12.1 below; and (h) LICENSE EQUITY as consideration for the license as follows: LICENSEE shall issue “LICENSE EQUITY,” as defined below, to the BOARD, on behalf of UTMDACC, or to the BOARD’s designee. As used herein, “LICENSE EQUITY shall mean that number of shares of LICENSEE’s common stock equal to twenty-one percent (21%) of the TOTAL ISSUED COMMON STOCK, including equity issued, or to be issued, in connection with the FIRST and SECOND SEED MONEY INVESTMENT. “TOTAL ISSUED COMMON STOCK” shall mean the number of shares of common stock that would be outstanding assuming conversion of all preferred stock and convertible debt and the exercise of any options, but not limited toassuming any exercise of outstanding warrants. The LICENSE EQUITY shall be issued to the BOARD or the BOARD’s designee on or before that date which is thirty (30) calendar days after the LICENSEE’s receipt of the FIRST SEED MONEY INVESTMENT. If BOARD is issued LICENSE EQUITY prior to the SECOND SEED MONEY INVESTMENT, royalties, up-front payments, marketing, distribution, franchise, option, license, such additional equity (as necessary) will be issued to the BOARD or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable the BOARD’s designee within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during LICENSEE’S receipt of the preceding three calendar months under this AGREEMENT as necessary for UTMDACC SECOND SEED MONEY INVESTMENT to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: make up the difference (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for ) between the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and LICENSE EQUITY already issued to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount BOARD and the number of shares of LICENSEE’s common stock equal to or greater than five twenty-one percent (521%) of the total amount due during the period so examinedTOTAL ISSUED COMMON STOCK, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, feesincluding equity issued, or charges of any kind. Checks are to be made payable to The University of Texas M.issued, in connection with the SECOND SEED MONEY INVESTMENT.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC each of the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining ‘512 PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts amount for expenses incurred prior to the EFFECTIVE DATE will be due and payable by LICENSEE within ninety (90) calendar days of invoice. The invoiced amounts for expenses incurred after the EFFECTIVE DATE will be due within thirty (30) calendar days of invoice; and (b) A non-refundable fee of $*** for ***. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE and payment is due to UTMDACC within ninety (90) days of the EFFECTIVE DATE; and (c) A nonrefundable license documentation fee in the amount of $50,000.00***, payable in two payments of $***. This fee will not reduce the amount of any other payments provided for in this ARTICLE IV. UTMDACC will invoice LICENSEE for the first payment of $*** after the AGREEMENT is fully executed by all parties. Said first payment shall be due and payable within ninety (90) days of the EFFECTIVE DATE. The second payment of $*** shall be due and payable to UTMDACC on ***; and (d) A nonrefundable annual license maintenance fee of $***. This maintenance fee is due to UTMDACC beginning on the first anniversary of the EFFECTIVE DATE and annually thereafter until ***. This fee will not reduce any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (ce) The following milestone fees, annual maintenance fees, A running royalty equal to ***. LICENSEE shall be responsible for diligently collecting and minimum annual royalties: Milestone Fees paying UTMDACC any royalties due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic useany sublicensee’s NET SALES; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ivf) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT***; and (dg) A running royalty equal to five percent (5%) $*** milestone payment upon ***. A first payment of NET SALES, $*** shall be due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless *** and a second payment of whether LICENSEE or a sublicensee makes a SALE$*** shall be due and payable ***; and (eh) Thirty An adjusted share of TOTAL SUBLICENSEE CONSIDERATION as defined below, wherein the adjusted share shall be calculated by taking ***percent (30***%) of the TOTAL SUBLICENSEE CONSIDERATION and multiplying the result by a fraction comprising the greater of (1) *** or (2) ***, divided by ***, e.g., as follows: Adjusted TOTAL *** share = *** X SUBLICENSEE X As used in this Section, TOTAL SUBLICENSEE CONSIDERATION means all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE LICENSEE, from either (i) any sublicenseesublicensee pursuant to Sections .3 and 3.4, or (ii) any assignee pursuant to Section 12.1, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, minimum royalties, up-front payments, marketingbonuses, distributionmilestones, franchisemarketing fees, optiondistribution fees, licensefranchise fees, or option fees, license fees, documentation fees, bonus and milestone payments and equity securities. 4.2. 4.2 Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS (including a breakdown of whether the it is covered by the ‘512 PATENT RIGHTS, the ‘027 PATENT RIGHTS, or both); and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(bSection4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from by each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' ’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's ’s expense, to periodically examine LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's ’s (and any sublicensee's’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'’) commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Xxxxxxxx Cancer Center, and sent by United States mail to Box 297402, Xxxxxxx, Xxxxx 00000, Attention: Manager, Sponsored Programs or by wire transfer to: BANK ONE TEXAS 000 XXXXXX HOUSTON, TEXAS 77002 SWIFT: BONEUS44HOU ABA ROUTING NO: 000000000 ACCOUNT NAME: UNIV. OF TEXAS M. D. XXXXXXXX CANCER CENTER ACCOUNT NO: 1586838979 REFERENCE: include title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license documentation fee, milestone payment, royalty [including applicable patent/application identified by MDA reference number and patent number or application serial number], or maintenance fee, etc.). 4.6 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and another party, including, but not limited to, LICENSEE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty at a rate of Twenty-Five Thousand Dollars (30$25,000) calendar days of the EFFECTIVE DATE per quarter for expenses incurred as of that time before EFFECTIVE DATE and on a quarterly basis thereafterthereafter for expenses incurred on or after the EFFECTIVE DATE. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of Sixty Thousand Dollars ($50,000.0060,000). This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance feesfee ("Annual Maintenance Fees"), and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone:which shall be credible against the milestone payments detailed in Section 4.1(f): (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first An annual maintenance fee, fee of Twenty-Five Thousand Dollars ($25,000) due and payable within thirty (30) calendar days of the first anniversary first, second, and third anniversaries of the EFFECTIVE DATE. This fee will not reduce DATE until the amount of any other payment provided in this AGREEMENT; andfirst SALE. (ii) $75,000.00 for the second An annual maintenance fee, fee of Fifty Thousand Dollars ($50,000) due and payable within thirty (30) calendar days of the second anniversary fourth, fifth, sixth, and seventh anniversaries of the EFFECTIVE DATE. This fee will not reduce DATE until the amount of any other payment provided in this AGREEMENT; andfirst SALE. (iii) $90,000.00 for the third An annual maintenance fee, fee of One-Hundred Thousand Dollars ($100,000) due and payable within thirty (30) calendar days of the third eighth anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due DATE and payable quarterly as provided in Section 4.2 beginning upon each anniversary thereafter until the first SALE of a LICENSED PRODUCTSALE; and (d) A running royalty equal to five three percent (53%) of NET SALESSALES will be due with respect to the SALE of LICENSED PRODUCTS during such period that a LICENSED PRODUCT is covered by a VALID CLAIM in the country in which the LICENSED PRODUCT was sold. Notwithstanding anything to the contrary herein contained, due in the event LICENSED PRODUCTS are made using TECHNOLOGY RIGHTS and payable quarterly as provided are not covered by a VALID CLAIM in Section 4.2 by the jurisdiction where the LICENSED PRODUCT is sold, then, LICENSEE agrees to pay UTMDACC a running royalty of one and one-half percent (1.5%) of NET SALES for such LICENSED PRODUCTS. However, if a competitive product (i.e., a product that uses the LICENSED SUBJECT MATTER) is being offered for sale in the same jurisdiction, then LICENSEE, upon written notice to UTMDACC identifying such competitive product, shall not be required to pay a royalty to UTMDACC, regardless of whether LICENSEE the BOARD or a sublicensee makes a SALEany other party pursuant to this Section 4.(d) in that jurisdiction; and (e) Thirty After the first SALE, minimum annual royalties ("Minimum Annual Royalties") of One Hundred Twenty-Five Thousand Dollars ($125,000), due and payable (without invoice) within thirty (30) calendar days of the first and subsequent anniversaries of the EFFECTIVE DATE which follows the first SALE; provided, however, that in the event that there is less than a twelve (12) month period between the first SALE, and the first anniversary of the EFFECTIVE DATE which follows the first SALE, then LICENSEE shall pay the following: (1) the Annual Maintenance Fee due for that year multiplied by the fraction, A/C, where A is the number of months between the anniversary of the EFFECTIVE DATE preceding the first SALE, and the first SALE, and C is twelve (12); and (2) the Minimum Annual Royalty multiplied by the fraction, B/C, where B is the number of months between the first SALE, and the first anniversary of the EFFECTIVE DATE which follows the first SALE, C is twelve (12), and A + B = twelve (12). Additionally, running royalties accrued under Section 4.1(d) and paid to UTMDACC during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the Minimum Annual Royalties due on that anniversary date; and (f) The following one-time milestone payments, regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (i) Submission of first NDA for a LICENSED PRODUCT in the United States: $ 150,000 (ii) Submission of first NDA for a LICENSED PRODUCT in Europe: $ 1,000,000 (iii) Submission of first NDA for a LICENSED PRODUCT in Japan: $ 1,000,000 (iv) First regulatory approval of a LICENSED PRODUCT in the United States: $ 2,000,000 (v) First regulatory approval of a LICENSED PRODUCT in Europe: $ 2,000,000 (vi) First regulatory approval of a LICENSED PRODUCT in Japan: $ 2,000,000 Each of the foregoing milestone payments shall be made by LICENSEE to UTMDACC (without invoice) within thirty (30) calendar days of achieving the milestone event. Cumulative Annual Maintenance Fees paid by LICENSEE to UTMDACC shall be fully creditable against the milestone payments owed; and (g) One Million Eight Hundred Eighty-Three Thousand Three Hundred Thirty-Three (1,883,333) shares (the "SHARES") of LICENSEE's common stock, par value of $0.001 per share (the "COMMON STOCK"); LICENSEE represents and warrants to UTMDACC that the SHARES equal thirteen and forty-one one-hundredths percent (3013.41%) of the outstanding shares of COMMON STOCK of the LICENSEE as of the EFFECTIVE DATE; LICENSEE will issue the SHARES within thirty (30) days of the EFFECTIVE DATE pursuant to the Stock Purchase Agreement attached hereto as Exhibit II; and (h) The following percentages of all consideration, other than payments to reimburse LICENSEE for past and future research and development money and royalties for NET SALES, related to the LICENSED SUBJECT MATTER received by LICENSEE from any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, including, including but not limited to, up-front payments, royalties, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments (less any amount paid to UTMDACC under Section 4.1(f)) and equity securities.: (fi) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty Thirty percent (30%) if the sublicense is executed before the second anniversary of all consideration received from the transfer EFFECTIVE DATE; and (ii) Twenty percent (20%) if the sublicense is executed on or after the second anniversary of rights under this AGREEMENT the EFFECTIVE DATE; and provided, however, in no circumstance shall be payable royalties owed to UTMDACC be less than two percent (in consideration for UTMDACC allowing 2%) of the assignment)Net Sales of the sublicensee. For the purposes of this Section, including but not limited to, royalties, up"Net Sales" shall have the same definition of NET SALES as applied to a sublicensee; and (i) A one-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiestime fee of Two Hundred Fifty Thousand Dollars ($250,000) upon assignment of the company's assets which includes the LICENSED SUBJECT MATTER to another entity pursuant to Article XII. 4.2. 4.2 Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royaltiesMinimum Annual Royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES' and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. X. Xxxxxxxx Cancer Center, and sent by United States mail to Box 297402, Hxxxxxx, Xxxxx 00000, Attention: Grants and Contracts or by wire transfer to: JPMorgan Chase Bank, N.A. 900 Xxxxxx Xxxxxxx, Texas 77002 SWIFT: CXXXXX00 (for international wires only) ABA ROUTING NO: ACCOUNT NAME: Univ. of Texas M. X. Xxxxxxxx Cancer Center ACCOUNT NO.: REFERENCE: include title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license documentation fee, milestone payment, royalty [including applicable patent/application identified by MDA reference number and patent number or application serial number], or maintenance fee, etc.). 4.6 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and another party, including, but not limited to, LICENSEE. 4.7 Notwithstanding the other provisions of this AGREEMENT, in the event that the LICENSEE, its AFFILIATES or sublicensees determines that it is necessary to pay royalties or other fees to any third party to obtain a license to practice any third party's rights in order to practice the rights granted hereunder in any jurisdiction, then fifty percent (50%) of the royalties payable to such third party may be deducted from royalties otherwise payable to UTMDACC from the respective LICENSEE, AFFILIATE or sublicensee in that jurisdiction, provided that in no event shall the royalties payable to UTMDACC pursuant to Section 4.1(d) in any quarterly period in such jurisdiction be less than two percent (2%) of NET SALES, as the case may be, of the respective LICENSEE, AFFILIATE or sublicensee as a result of any such deduction.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MDA the following: (a) All [*] for all out-of-pocket expenses incurred by UTMDACC MDA through [*] in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and RIGHTS licensed hereunder. SPECTRX will pay all such future patent maintenance expenses incurred by UTMDACC, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC One half of these total patent expenses [*] will be due upon execution, and the other half will be due at the time of the first FDA 510K filing. MDA will invoice LICENSEE within thirty (30) calendar days upon approval of the EFFECTIVE DATE this AGREEMENT by BOARD, and upon a quarterly basis thereafter beginning [*] for expenses incurred as of that time by MDA after [*] and on a quarterly basis thereafter. The the amounts invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoicethereafter; andand [*] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (b) A nonrefundable non-refundable license documentation fee to be made in staged payments in the total amount of $50,000.00. This fee will , which shall not reduce the amount of any other payment provided for in this ARTICLE IV, and is which shall be due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed when invoiced by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable MDA as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days [*] upon execution of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; andAgreement by BOARD; (ii) $75,000.00 for [*] upon the second annual maintenance feecompletion by LICENSEE of data collection, due analysis, and payable within thirty (30) calendar days review of the second anniversary feasibility studies, but no later than sixty (60) days following the entry of the EFFECTIVE DATE. This fee will not reduce last patient in the amount of any other payment provided in this AGREEMENT; andclinical study; (iii) $90,000.00 for [*] upon the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENTfirst FDA 510K filing; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning [*] upon the first SALE of a LICENSED PRODUCT; andFDA 510K approval. (dc) A running royalty equal to five percent [*] of LICENSEE'S NET SALES of LICENSED PRODUCTS in LICENSED TERRITORY and [*] of LICENSEE'S NET SALES of LICENSED PRODUCTS outside of LICENSED TERRITORY as long as there are no competing products outside of LICENSED TERRITORY (5%) with minimum annual royalties of NET SALES[*], due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) [*] of all consideration, consideration other than research Research and development Development ("R&D") money and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus sublicensee pursuant to Paragraphs 3.3 and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee 3.4 herein above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, to royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT31, at which time LICENSEE will shall also deliver to UTMDACC BOARD and MDA a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicenseessublicensee, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC are pertinent to an account for LICENSEE's payments hereunder. This Such report will shall include pertinent data, including, but not limited to: at least (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous reportquantities of LICENSED PRODUCTS that it has produced; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and total SALES, (c) the total quantities calculation of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)royalties thereon; and and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by BOARD. In the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments event that there are competing products outside of LICENSED TERRITORY, then no royalty will be due UTMDACC; and (h) all other amounts due UTMDACC hereinrelated to that specific territory. Simultaneously with the delivery of each such report, LICENSEE agrees shall pay to pay UTMDACC BOARD the amount dueamount, if any, due for the period of such report. These reports are required even if no payments are dueThe requirement to pay minimum annual royalties shall commence upon FDA final approval of the LICENSED PRODUCTS. A pro rata portion of the annual minimum royalties shall be payable in respect of any partial period not constituting a full year. Should LICENSEE be obligated to pay running royalties to third parties to avoid infringing such third parties' patent rights which dominate BOARD'S PATENT RIGHTS, LICENSEE may reduce the running royalty due MDA by such running royalties to such third parties, [*] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 4.3. 4.2 During the term Term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to shall keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail of LICENSED PRODUCTS to enable the royalties and other payments due payable hereunder to be determined. LICENSEE agrees to shall permit UTMDACC BOARD or its representatives, at UTMDACC's BOARD'S expense, to periodically examine LICENSEE's after reasonable written notice to LICENSEE its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any In the event that the amounts due UTMDACC to BOARD are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period of time so examined, then LICENSEE will shall pay the cost of the examination plus such examination, and accrued interest at the highest allowable rateprime rate plus 10% (ten percent). 4.4. Within thirty (30) 4.3 Upon the request of BOARD or MDA but not more often than once per calendar days following each anniversary of the EFFECTIVE DATEyear, LICENSEE will shall deliver to UTMDACC, BOARD and MDA a written progress report as to LICENSEE's (and any sublicensee's) 'S efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') 'S commercialization plans for the upcoming year. Such report will be deemed for all purposes to be confidential information governed by Article XI hereof. 4.5. 4.4 All amounts payable hereunder by LICENSEE will shall be paid payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to shall be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD XX. XXXXX to LICENSEE GREENHOUSE under this AGREEMENT, LICENSEE GREENHOUSE agrees to pay UTMDACC XX. XXXXX the following: (a) All out-of-pocket expenses incurred by UTMDACC XX. XXXXX, from EFFECTIVE DATE forward, in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as as, this AGREEMENT remains in effect. UTMDACC XX. XXXXX will invoice LICENSEE GREENHOUSE within thirty (30) calendar 30 days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE GREENHOUSE within thirty (30) calendar 30 days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00seven million shares of the common stock of GREENHOUSE, which stock currently is publically traded and listed as a pink sheet security. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar 30 days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCparties; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) 50% of all consideration, other than research and development money and royalties for NET SALESmoney, received by LICENSEE GREENHOUSE from either (i) any sublicenseesublicensee pursuant to Sections 3.3 and 3.4 herein above, includingor (ii) any assignee pursuant to Section 12.1 hereinbelow, including but not limited to, up-front royalties, upfront payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all 4.2 All such payments are payable within thirty (30) calendar 30 days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE GREENHOUSE will also deliver to UTMDACC XX. XXXXX a true and accurate report, giving such particulars of the business conducted by LICENSEE GREENHOUSE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC XX. XXXXX to account for LICENSEE's payments hereunderdetermine whether GREENHOUSE is using best efforts to exploit the LICENSED SUBJECT MATTER. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous reporttotal quantities of LICENSED PRODUCTS produced; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously SALES.Simultaneously with the delivery of each such report, LICENSEE GREENHOUSE agrees to pay UTMDACC XX. XXXXX the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE GREENHOUSE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE of LICENSED PRODUCTS GREENHOUSE agrees to permit UTMDACC XX. XXXXX or its his representatives, at UTMDACC's XX. XXXXX'x expense, to periodically examine LICENSEE's its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar 30 days following of each anniversary of the EFFECTIVE DATE, LICENSEE GREENHOUSE will deliver to UTMDACC, XX. XXXXX a written progress report as to LICENSEEGREENHOUSE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEEGREENHOUSE's (and sublicenseessublicensee s') commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE GREENHOUSE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University XXXXXXXXX X. XXXXX and mailed to ADFAC/IMAC, 0000 X Xxxxxx Xxxx, Suite 203, Denver, CO 80231-7559 by U.S. mail. 4.6 No payments due under this AGREEMENT will be reduced as the result of Texas M.co-ownership of LICENSED SUBJECT MATTER by XX. XXXXX and another party, including, but not limited to, GREENHOUSE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) The following milestone fees, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE from any sublicenseesublicense, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicenseessub licensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee sub licensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicenseessub licensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC each of the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining '512 PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts amount for expenses incurred prior to the EFFECTIVE DATE will be due and payable by LICENSEE within ninety (90) calendar days of invoice. The invoiced amounts for expenses incurred after the EFFECTIVE DATE will be due within thirty (30) calendar days of invoice; and (b) A non-refundable fee of $10,000 for expenses related to '027 PATENT RIGHTS. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE and payment is due to UTMDACC within ninety (90) days of the EFFECTIVE DATE; and (c) A nonrefundable license documentation fee in the amount of $50,000.0040,000, payable in two payments of $20,000. This fee will not reduce the amount of any other payments provided for in this ARTICLE IV. UTMDACC will invoice LICENSEE for the first payment of $20,000 after the AGREEMENT is fully executed by all parties. Said first payment shall be due and payable within ninety (90) days of the EFFECTIVE DATE. The second payment of $20,000 shall be due and payable to UTMDACC on the first anniversary of the EFFECTIVE DATE; and (d) A nonrefundable annual license maintenance fee of $3,000. This maintenance fee is due to UTMDACC beginning on the first anniversary of the EFFECTIVE DATE and annually thereafter until the first SALE. This fee will not reduce any other payment provided for in this ARTICLE IV, ; and (e) A running royalty equal to ***. LICENSEE shall be responsible for diligently collecting and paying UTMDACC any royalties due for any sublicensee's NET SALES; and (f) Minimum annual royalties of $5,000; and (g) A $50,000 milestone payment upon the first sale of an FDA approved product by LICENSEE or any sublicensee that is a LICENSED PRODUCT or DERIVED PRODUCT. A first payment of $25,000 shall be due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received of LICENSEE's receiving an invoice FDA approval notification for the amount from UTMDACCproduct, and a second payment of $25,000 shall be due and payable one (1) year after LICENSEE receives FDA approval notification; and (ch) The following milestone feesAn adjusted share of TOTAL SUBLICENSEE CONSIDERATION as defined below, annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than wherein the United States; and Annual Maintenance Fees and Minimum Royalties due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five adjusted share shall be calculated by taking *** percent (5***%) of NET SALESthe TOTAL SUBLICENSEE CONSIDERATION and multiplying the result by a fraction comprising the greater of (1) *** or (2) ***, due and payable quarterly divided by ***, e.g., as provided follows: Adjusted TOTAL *** share = *** X SUBLICENSEE X ------------- CONSIDERATION *** As used in Section 4.2 by LICENSEE to UTMDACCthis Section, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) of TOTAL SUBLICENSEE CONSIDERATION means all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE LICENSEE, from either (i) any sublicenseesublicensee pursuant to Sections 3.3 and 3.4, or (ii) any assignee pursuant to Section 12.1, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, minimum royalties, up-front payments, marketingbonuses, distributionmilestones, franchisemarketing fees, optiondistribution fees, licensefranchise fees, or option fees, license fees, documentation fees, bonus and milestone payments and equity securities. 4.2. 4.2 Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS (including a breakdown of whether the it is covered by the '512 PATENT RIGHTS, the '027 PATENT RIGHTS, or both); and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from by each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.3 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.4 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. 4.5 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All out-of-pocket expenses incurred by UTMDACC in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACC, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of after the EFFECTIVE DATE AGREEMENT has been fully executed by all parties for expenses incurred as of that time the EFFECTIVE DATE, which amount shall not exceed $[*****], and on a quarterly basis thereafterthereafter for expenses incurred on or after the EFFECTIVE DATE. Together with each such invoice, UTMDACC will provide reasonable documentation of such expenses, including copies of the original invoices from the corresponding law firm. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of the receipt of the invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00[*****]. This fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty sixty (3060) calendar days after the AGREEMENT has been fully executed by all parties parties. This license Portions herein identified by [*****] have been omitted as Confidential Information and LICENSEE has received an invoice for been filed separately with the amount from UTMDACCSecurities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. documentation fee is not subject to the thirty (30) calendar day cure period set forth in Section 13.3(b); and (c) The following milestone fees, nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees fees (“Annual Maintenance Fee(s)”) due and payable, regardless payable (without invoice) within thirty (30) calendar days of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) the applicable anniversary of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use the EFFECTIVE DATE until the first SALE following MARKETING APPROVAL in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties due and payable of any LICENSED PRODUCT as follows: (i) $50,000.00 for the first annual maintenance fee, [*****] due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (ii) Thereafter, the Annual Maintenance Fee shall be due and payable within thirty (30) calendar days of each subsequent anniversary of the EFFECTIVE DATE, and shall increase by $75,000.00 for [*****] per year up to a maximum of $[*****] until the second annual maintenance feefirst SALE following MARKETING APPROVAL in any country of any LICENSED PRODUCT (i.e., $[*****] shall be due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) , $90,000.00 for the third annual maintenance fee, [*****] shall be due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE, $[*****] shall be due and payable within thirty (30) calendar days of the fourth anniversary of the EFFECTIVE DATE, etc.). This fee The Annual Maintenance Fee will not reduce the amount of any other payment provided for in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCTARTICLE IV; and (d) A running royalty equal due and payable quarterly as set forth in Section 4.4, calculated as follows: Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to five this omitted information. (i) FOR LICENSED PRODUCTS APPROVED FOR DERMATOLOGICAL USE: a running royalty of [*****] percent (5[*****]%) of NET SALES, due whether made by LICENSEE, a sublicensee or AFFILIATE; and (ii) FOR ALL OTHER LICENSED PRODUCTS: a running royalty of [*****] percent ([*****]%) of NET SALES whether made by LICENSEE, a sublicensee or AFFILIATE. In the event that a LICENSED PRODUCT is not covered by a VALID CLAIM in the country of SALE at the time of SALE, and payable quarterly as provided in LICENSEE is not taking any deductions under Section 4.2 or 4.3, below, then LICENSEE may reduce the running royalties specified in this Section 4.1 (d)(i) and (ii) for NET SALES of such LICENSED PRODUCT to [*****] percent ([*****]%) of the original amount, i.e., to [*****] percent ([*****]%) and [*****] percent ([*****]%), respectively, in the country of such SALE. In addition, if a LICENSED PRODUCT is not covered by a VALID CLAIM in the country of SALE, LICENSEE is not taking any deductions under Section 4.2 or 4.3, below, and a GENERIC PRODUCT that competes with such LICENSED PRODUCT is being SOLD in that country, then LICENSEE may reduce the running royalties specified in this Section 4.1 (d)(i) and (ii) for NET SALES of those LICENSED PRODUCTS with which the GENERIC PRODUCT competes (1) to [*****] percent ([*****]%) of the original amount for NET SALES by LICENSEE or its AFFILIATES, i.e., to UTMDACC[*****] divided by one thousand percent ([*****]%) and [*****] percent ([*****]%), regardless respectively, in the country of whether such SALE, Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. and (2) to [*****] percent ([*****]%) of the royalties received by LICENSEE or from a sublicensee makes for NET SALES by sublicensee. Notwithstanding anything to the contrary in this AGREEMENT, LICENSEE’s royalty obligation with respect to NET SALES by any sublicensee shall not exceed the royalties received by LICENSEE from such sublicensee for such NET SALES. Beginning on the fifteenth anniversary of the EFFECTIVE DATE, LICENSEE shall not be obligated to pay running royalties pursuant to this Section 4.1(d) for NET SALES of LICENSED PRODUCTS if the LICENSED PRODUCT is no longer covered by a VALID CLAIM in the country of SALE; and (e) Thirty Following the first SALE after MARKETING APPROVAL has been obtained in any country for any LICENSED PRODUCT, minimum annual royalties ("Minimum Annual Royalties") of $[*****], due and payable (without invoice) within thirty (30) calendar days of the first and subsequent anniversaries of the EFFECTIVE DATE which follow the first SALE to occur after MARKETING APPROVAL has been obtained in any country for any LICENSED PRODUCT. Running royalties accrued under Section 4.1(d) and actually paid to UTMDACC for NET SALES made during the twelve month period preceding an anniversary of the EFFECTIVE DATE may be credited against the Minimum Annual Royalties due on that anniversary date. Notwithstanding the foregoing, beginning on the fifteenth anniversary of the EFFECTIVE DATE, LICENSEE’s obligation to pay a Minimum Annual Royalty pursuant to this Section 4.1(e) shall cease if there are no VALID CLAIMS in any country covering any Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. LICENSED PRODUCT being sold by LICENSEE, its sublicensees or AFFILIATES; and (f) The following one-time milestone payments, regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE III STUDY for a LICENSED PRODUCT within the United States, Europe, China or Japan: $[*****]; (2) Submission of the first NDA for a LICENSED PRODUCT within the United States: $[*****]; and (3) Receipt of the first MARKETING APPROVAL of a LICENSED PRODUCT in the United States: $[*****]. Each of the foregoing milestone payments shall be made by LICENSEE to UTMDACC (without invoice) within thirty (30) calendar days of achieving the milestone event and shall not reduce the amount of any other payment provided for in this ARTICLE IV, except as provided Section 2.11. Each of the foregoing milestone payments shall be paid only once regardless of the number of different LICENSED PRODUCTS that achieve such milestone; and (g) The following percentages of OTHER SUBLICENSEE CONSIDERATION, as defined above: (1) [*****] percent (30[*****]%) of all consideration, other than research OTHER SUBLICENSEE CONSIDERATION received prior to the Commencement of the first PHASE II STUDY of a LICENSED PRODUCT; and development money Portions herein identified by [*****] have been omitted as Confidential Information and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus has been filed separately with the Securities and milestone payments and equity securitiesExchange Commission. Confidential treatment has been requested with respect to this omitted information. (f2) In case of the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty [*****] percent (30[*****]%) of all consideration OTHER SUBLICENSEE CONSIDERATION received from on or after the transfer Commencement of rights under this AGREEMENT shall be payable to UTMDACC the first PHASE II STUDY of a LICENSED PRODUCT; and (h) An Assignment Fee of $[*****] (in consideration for UTMDACC allowing the assignment), including but due and payable prior to any assignment of this AGREEMENT that requires UTMDACC’s consent pursuant to Section 12.1 below; and (i) In the event of a liquidation event that is above $[*****] in value, a payment of $[*****] due within thirty (30) calendar days of such liquidation event. This Section 4.1(i) shall not limited toreduce the amount of any other payment provided for in this ARTICLE IV, royaltiesexcept that no Assignment Fee shall be due under Section 4.1(h) if the $[*****] payment provided in this Section 4.1(i) is timely paid to UTMDACC; and (j) A nonrefundable AMENDMENT FEE in the amount of $[*****] for each AMENDMENT. The AMENDMENT FEE will not reduce the amount of any other payment provided for in this ARTICLE IV, up-front paymentsand is due and payable within sixty (60) calendar days after any AMENDMENT is fully executed by both parties. As used in this Section 4.1, marketing, distribution, franchise, option, license, “Commencement” shall be deemed to occur upon first administration of a LICENSED PRODUCT or documentation fees, bonus and milestone payments and equity securitiesplacebo to any patient enrolled in the applicable study. 4.2 If LICENSEE or its AFFILIATE or sublicensee is obligated to pay running royalties to a third party in order to SELL a LICENSED PRODUCT to avoid infringing such third party’s rights which dominate BOARD’S PATENT RIGHTS (the basis for such Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. obligation to be communicated to BOARD, orally or in writing, at LICENSEE’s discretion, by an independent, qualified patent attorney in a manner that preserves the content of such communication as confidential and attorney-client privileged), then the running royalty rate due UTMDACC under Section 4.1(d)(i) or 4.1(d)(ii) (whichever is applicable) shall be reduced by the running royalty rate actually being paid to such third party, provided, however, the running royalty rate due UTMDACC under Section 4.1(d)(i) or 4.1(d)(ii) will not be reduced by more than one-half the rates stated above. 4.3 In the event that a LICENSED PRODUCT is sold in combination with one or more other functional components for which no royalty would be due hereunder if sold separately (“Combination Product(s)”) and no deduction is being made pursuant to Section 4.2, then the running royalty due for NET SALES of the Combination Product will be calculated by multiplying the royalty rate set forth in Section 4.1(d)(i) or 4.1(d)(ii) above (whichever is applicable) by the total NET SALES received for the Combination Product, and then multiplying the resulting product by the fraction, A/(A+B), where A is the average sale price of the LICENSED PRODUCT when sold by LICENSEE separately, and B is the average sale price of all other functional component(s) included in the Combination Product when sold by LICENSEE separately. In the event either the component that is a LICENSED PRODUCT or the other functional component(s) included in the Combination Product are not sold separately, then the running royalty due for NET SALES of the LICENSED PRODUCT sold as part of a Combination Product will be calculated by multiplying the royalty rate set forth in 4.1(d)(i) or 4.1(d)(ii) above (whichever is applicable) by the NET Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. SALES received for the Combination Product, and then multiplying the resulting product by the fraction, F/(F+G) where F is the fair market value of the component that is a LICENSED PRODUCT, and G is the fair market value for each of the other functional component(s) included in the Combination Product, such fair market values to be mutually agreed in good faith by LICENSEE and UTMDACC prior to sales of such Combination Products. LICENSEE will not sell LICENSED PRODUCTS as a Combination Product until the applicable fair market values have been resolved. Notwithstanding the foregoing, in no event shall the running royalty payment due to UTMDACC for the sale of a Combination Product be less than one half of the rates specified in 4.1(d)(i) or 4.1(d)(ii) above (whichever is applicable). 4.4 Unless otherwise provided, all such payments are payable within thirty sixty (3060) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for SOLD in the three (3) preceding calendar months categorized by (i) the technology it relates to under PATENT RIGHTS; Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (ii) whether such LICENSED PRODUCTS have been approved for dermatological use, and (iii) whether such LICENSED PRODUCTS were SOLD by (1) LICENSEE or its AFFILIATES or (2) LICENSEE’s sublicensees; and (c) the total quantities of LICENSED PRODUCTS produced SOLD by the category categories listed in Section 4.2(b4.4(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress report as to LICENSEE's (and any sublicensee's) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MD XXXXXXXX the following: (a) All all reasonable out-of-pocket expenses incurred by UTMDACC MD XXXXXXXX in filing, prosecuting, enforcing defending in a patent office, and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCMD XXXXXXXX, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC MD XXXXXXXX will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for the expenses incurred as of that time and on a quarterly basis thereafter. The invoiced invoice amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee (“LICENSE DOCUMENTATION FEE”) in the amount of $50,000.00[***]. This fee The LICENSE DOCUMENTATION FEE will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCMD XXXXXXXX. This license documentation fee is not subject to the thirty (30) day cure period set forth in Section 13.3(b); and (c) The following milestone fees, A nonrefundable annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless fee (“ANNUAL MAINTENANCE FEE”) in the amount of whether LICENSEE or a sublicensee achieves each milestone: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties [***] due and payable as follows: (iwithout invoice) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of the first each anniversary of the EFFECTIVE DATEDATE until the first SALE and upon receipt by Licensee of an invoice from MD XXXXXXXX. This fee The ANNUAL MAINTENANCE FEE will not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (iid) Subject to Section 4.2, a running royalty equal to [***]percent ([***]%) (“ROYALTY RATE”) of NET SALES of LICENSED PRODUCTS covered by a VALID CLAIM in the country of SALE during the applicable ROYALTY PERIOD, provided that, Licensee shall make no SALE prior to REGULATORY APPROVAL unless LICENSEE pays the royalty due hereunder to MD XXXXXXXX on account of any NET SALES arising from such SALE. For clarity, LICENSEE will not be obligated to pay any royalty for NET SALES of a particular LICENSED PRODUCT in a particular country after the expiration of the ROYALTY PERIOD for such LICENSED PRODUCT in such country; and (e) Licensee will pay milestone fees within thirty (30) days of achieving the following Milestone Events: [***] $75,000.00 for [***] [***] $[***] [***] $[***] Each of the second annual maintenance fee, due and payable foregoing milestone fees shall be made by LICENSEE to MD XXXXXXXX (without invoice) within thirty (30) calendar days of achieving the second anniversary of the EFFECTIVE DATE. This fee will Milestone Event and shall not reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV. For clarity, each of the foregoing milestone payments shall be paid only once regardless of the number of LICENSED PRODUCTS that achieve such milestone; and (iiif) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five [***] percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30[***]%) of all consideration, other than research and development money and royalties for NET SALESSUBLICENSE CONSIDERATION, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiesSUBLICENSEE pursuant to Section 3.3 hereinabove. 4.2 In the event that a LICENSED PRODUCT is sold in combination with one or more other functional components for which no royalty would be due hereunder if sold separately (f) In case “COMBINATION PRODUCT(S)”), then the running royalty due for NET SALES of the Combination Product will be calculated by multiplying the ROYALTY RATE by the total NET SALES received for the COMBINATION PRODUCT, and then multiplying the resulting product by the fraction, A/(A+B), where A is the average sale price of the LICENSED PRODUCT when sold by the LICENSEE separately, and B is the average sale price of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned other functional component(s) included in accordance with the provisions of Section 12.1 subject to COMBINATION PRODUCT when sold by the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee aboveLICENSEE separately. In the event this AGREEMENT either the component that is assigned a LICENSED PRODUCT or the other functional component(s) included in the COMBINATION PRODUCT are not sold separately, then the running royalty due for NET SALES of the LICENSED PRODUCT sold as part of a COMBINATION PRODUCT will be calculated by multiplying the ROYALTY RATE by the NET SALES received for the COMBINATION PRODUCT, and then multiplying the resulting product by the fraction, F/(F+G) where F is the fair market value of the component that is a LICENSED PRODUCT, and G is the fair market value for each of the other functional component(s) included in the COMBINATION PRODUCT, such fair market values to a third party be mutually agreed in accordance with good faith by LICENSEE and MD XXXXXXXX prior to sales of such COMBINATION PRODUCTS. Notwithstanding the provisions of Section 12.1 foregoing, in connection with any transaction other than no event shall the running royalty payment due to MD XXXXXXXX during the applicable ROYALTY PERIOD for the sale of all a COMBINATION PRODUCT that is covered by a VALID CLAIM in the country of LICENSEE's assets to a third party, thirty sale be less than [***] percent (30[***]%) of all consideration received from the transfer NET SALES of rights under this AGREEMENT shall be payable to UTMDACC (such COMBINATION PRODUCT in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securitiessuch country. 4.2. 4.3 Unless otherwise provided, all such payments are payable within thirty sixty (3060) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC MD XXXXXXXX a true and accurate report, giving such particulars of the business conducted by LICENSEE LICENSEE, its AFFILIATES and its sublicenseesSUBLICENSEES, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for UTMDACC MD XXXXXXXX to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of each type of LICENSED PRODUCTS produced PRODUCT available for sale during the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSmonths; and (c) the total quantities of each type of LICENSED PRODUCTS produced by the category listed in Section 4.2(b)PRODUCT sold during such period; and (d) the total SALES by the category listed in Section 4.2(b)SALES; and (e) the calculation of NET SALES by the category listed in Section 4.2(b)SALES; and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royaltiesMD XXXXXXXX; and (g) all consideration received from each sublicensee or assignee SUBLICENSEE and payments due UTMDACCMD XXXXXXXX; and (h) all other amounts due UTMDACC MD XXXXXXXX herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC MD XXXXXXXX the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.4 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its, its AFFILIATES’ and its sublicensees' SUBLICENSEES’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representativesan independent auditor engaged by MD XXXXXXXX and reasonably acceptable to LICENSEE, at UTMDACC's MD ANDERSON’s expense, to periodically (but no more than once per calendar year and solely with respect to records not previously examined, unless in the independent auditor’s reasonable opinion review of such previously examined records is necessary to properly conduct the current examination) examine LICENSEE's ’s books, ledgers, and records during regular business hours hours, with reasonable prior notice, for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC MD XXXXXXXX are determined to have been underpaid in an amount equal to or greater than five [***]percent (5[***]%) of the total amount due during the period so examined, then LICENSEE will pay the reasonable cost of the examination plus accrued interest at the lower of (a) the then-current prime interest rate plus [***]% or (b) the highest allowable rate. 4.4. 4.5 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, MD XXXXXXXX a written progress report as to LICENSEE's ’s (and any sublicensee'sAFFILIATE’S and SUBLICENSEE’S) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (’S, AFFILIATES’ and sublicensees') SUBLICENSEES’ commercialization plans for the upcoming year. 4.5. 4.6 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Xxxxxxxx Cancer Center, and sent by United States mail to [***], or by wire transfer to: [***]. 4.7 No payments due or royalties owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and another party, including, but not limited to, LICENSEE.

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD and HJF to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All reasonable out-of-pocket expenses incurred by UTMDACC and/or HJF in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCUTMDACC and/or HJF, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for such expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00[***]. This license documentation fee is due and payable as follows: [***] shall be due and payable within thirty (30) days after the EFFECTIVE DATE; the remaining amount of [***] shall be paid on or before the earlier of (1) the first anniversary of the EFFECTIVE DATE, or (2) within thirty (30) days of LICENSEE’s obtaining a commitment of at least seven million dollars ($7,000,000.00) in funding. This license documentation fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) [***] shares of Common Stock of LICENSEE, par value $.0001 per share, which shall be issued to BOARD and/or its designee(s) within sixty (60) days after this AGREEMENT has been executed by all parties; and (d) The following milestone feesnonrefundable annual license maintenance fees or the total running royalty set forth in Section 4.1(e)(ii) (said royalties being payable quarterly), annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestonewhichever is greater: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties [***] due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of on the first anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and; (ii) $75,000.00 for the second annual maintenance fee, [***] due and payable within thirty (30) calendar days of on the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and; (iii) $90,000.00 for the third annual maintenance fee, [***] due and payable within thirty (30) calendar days of on the third anniversary of the EFFECTIVE DATE. This fee will not reduce ; (iv) [***] due on the amount fourth anniversary of any other payment provided in this AGREEMENTthe EFFECTIVE DATE; and (ivv) Minimum annual royalties [***] due on the fifth anniversary of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALEEFFECTIVE DATE; and (e) Thirty percent (30%) of all consideration, other than research and development money and royalties for NET SALES, received by LICENSEE from any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. (f) In case of Beginning the sale of all of LICENSEE's assets to a third xxxxx, this AGREEMENT may be assigned in accordance with quarter following the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC (in consideration for UTMDACC allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities. 4.2. Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTS; and (c) the total quantities of LICENSED PRODUCTS produced by the category listed in Section 4.2(b); and (d) the total SALES by the category listed in Section 4.2(b); and (e) the calculation of NET SALES by the category listed in Section 4.2(b); and (f) the royalties so computed and due UTMDACC by the category listed in Section 4.2(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to periodically examine LICENSEE's books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. Within thirty (30) calendar days following each fifth anniversary of the EFFECTIVE DATE, LICENSEE will deliver to shall pay UTMDACC, on a written progress report quarterly basis, the greater of: (i) an annual minimum royalty of [***] (payable in four equal quarterly installments of [***] each); or (ii) a running royalty (payable quarterly as set forth in Section 4.3, below) which shall be equal to the combined total of all of the following running royalties: (i) as to LICENSEE's NET SALES of LICENSED PRODUCTS in a given jurisdiction covered by at least one VALID CLAIM existing in such jurisdiction at the time of the relevant SALE: (1) [***]% of the first [***] of such NET SALES; (2) [***]% of the second [***] of such NET SALES; and any sublicensee's(3) efforts and accomplishments during the preceding year [***]% of all such NET SALES in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's excess of [***]; and (and sublicensees'ii) commercialization plans for the upcoming year. 4.5. All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges as to NET SALES of any kind. Checks are to be made payable to LICENSED PRODUCT in a given jurisdiction not covered by any VALID CLAIM existing in such jurisdiction at the time of the relevant SALE: (1) [***]% of the first [***] of such NET SALES; (2) [***]% of the second [***] of such NET SALES, and (3) [***]% of all such NET SALES in excess of [***]; and (f) The University following one-time milestone payments: (i) Commencement of Texas M.Phase III Clinical Trial for a LICENSED PRODUCT $ [***] (ii) Filing of an NDA for a LICENSED PRODUCT $[***] (iii) Marketing Approval of a LICENSED PRODUCT $[***] (iv) First SALE of a LICENSED PRODUCT $[***]

CONSIDERATION, PAYMENTS AND REPORTS. 4.1. 4.1 In consideration of rights granted by BOARD and HJF to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC the following: (a) All reasonable out-of-pocket expenses incurred by UTMDACC and/or HJF in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCUTMDACC and/or HJF, for so long as, and in such countries as this AGREEMENT remains in effect. UTMDACC will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for such expenses incurred as of that time and on a quarterly basis thereafter. The invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice; and (b) A nonrefundable license documentation fee in the amount of $50,000.00[***]. This license documentation fee is due and payable as follows: [***] shall be due and payable within thirty (30) days after the EFFECTIVE DATE; the remaining amount of [***] shall be paid on or before the earlier of (1) the first anniversary of the EFFECTIVE DATE, or (2) within thirty (30) days of LICENSEE’s obtaining a commitment of at least seven million dollars ($7,000,000.00) in funding. This license documentation fee will not reduce the amount of any other payment provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC; and (c) [***] shares of Common Stock of LICENSEE, par value $.0001 per share, which shall be issued to BOARD and/or its designee(s) within sixty (60) days after this AGREEMENT has been executed by all parties; and (d) The following milestone feesnonrefundable annual license maintenance fees or the total running royalty set forth in Section 4.1(e)(ii) (said royalties being payable quarterly), annual maintenance fees, and minimum annual royalties: Milestone Fees due and payable, regardless of whether LICENSEE or a sublicensee achieves each milestonewhichever is greater: (i) $50,000.00 upon U.S. FDA approval (or other U.S. regulatory approval) of a LICENSED PRODUCT for human diagnostic use; and (ii) $70,000.00 upon regulatory approval of a LICENSED PRODUCT for human diagnostic use in any country other than the United States; and Annual Maintenance Fees and Minimum Royalties [***] due and payable as follows: (i) $50,000.00 for the first annual maintenance fee, due and payable within thirty (30) calendar days of on the first anniversary of the EFFECTIVE DATE; (ii) [***] due on the second anniversary of the EFFECTIVE DATE; (iii) [***] due on the third anniversary of the EFFECTIVE DATE; (iv) [***] due on the fourth anniversary of the EFFECTIVE DATE; and (v) [***] due on the fifth anniversary of the EFFECTIVE DATE; and (e) Beginning the quarter following the fifth anniversary of the EFFECTIVE DATE, LICENSEE shall pay UTMDACC, on a quarterly basis, the greater of: (i) an annual minimum royalty of [***] (payable in four equal quarterly installments of [***] each); or (ii) a running royalty (payable quarterly as set forth in Section 4.3, below) which shall be equal to the combined total of all of the following running royalties: (i) as to NET SALES of LICENSED PRODUCTS in a given jurisdiction covered by at least one VALID CLAIM existing in such jurisdiction at the time of the relevant SALE: (1) [***]% of the first [***] of such NET SALES; (2) [***]% of the second [***] of such NET SALES; and (3) [***]% of all such NET SALES in excess of [***]; and (ii) as to NET SALES of any LICENSED PRODUCT in a given jurisdiction not covered by any VALID CLAIM existing in such jurisdiction at the time of the relevant SALE: (1) [***]% of the first [***] of such NET SALES; (2) [***]% of the second [***] of such NET SALES, and (3) [***]% of all such NET SALES in excess of [***]; and (f) The following one-time milestone payments: (i) Commencement of Phase III Clinical Trial for a LICENSED PRODUCT $ [***] (ii) Filing of an NDA for a LICENSED PRODUCT $[***] (iii) Marketing Approval of a LICENSED PRODUCT $[***] (iv) First SALE of a LICENSED PRODUCT $[***] For purposes hereof, “Commencement” means administration of the first dose to a human. This fee will not Each of the foregoing milestone payments shall be made by LICENSEE to UTMDACC within thirty (30) days of achieving the milestone event and shall [***] reduce the amount of any other payment provided for in this AGREEMENTARTICLE IV; and (iig) $75,000.00 for the second annual maintenance fee, due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iii) $90,000.00 for the third annual maintenance fee, due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE. This fee will not reduce the amount of any other payment provided in this AGREEMENT; and (iv) Minimum annual royalties of $100,000.00, due and payable quarterly as provided in Section 4.2 beginning upon the first SALE of a LICENSED PRODUCT; and (d) A running royalty equal to five percent (5%) of NET SALES, due and payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC, regardless of whether LICENSEE or a sublicensee makes a SALE; and (e) Thirty percent (30%) The following percentages of all consideration, other than research and development money and royalties for NET SALESmoney, due within thirty (30) days of receipt, received by LICENSEE from either (i) any sublicensee, including, but not limited to, up-front payments, marketing, distribution, franchise, option, licensesublicensee pursuant to Sections 3.3 and 3.4 hereinabove, or documentation fees, bonus and milestone payments and equity securities. (fii) In case of the sale of all of LICENSEE's assets any assignee pursuant to a third xxxxx, this AGREEMENT may be assigned in accordance with the provisions of Section 12.1 subject to the payment to UTMDACC of $100,000.00 license documentation fee prior to the assignment. This fee shall be in addition to and shall not replace the license documentation fee above. In the event this AGREEMENT is assigned to a third party in accordance with the provisions of Section 12.1 in connection with any transaction other than sale of all of LICENSEE's assets to a third party, thirty percent (30%) of all consideration received from the transfer of rights under this AGREEMENT shall be payable to UTMDACC hereinbelow (in consideration for UTMDACC and HJF allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments and equity securities: (i) [***]% if sublicensed or assigned after the EFFECTIVE DATE but prior to the commencement of a Phase II Clinical Trial; (ii) [***]% if sublicensed or assigned after the commencement of a Phase II Clinical Trial but prior to the commencement of a Phase III Clinical Trial; (iii) [***]% if sublicensed or assigned after commencement of a Phase III Clinical Trial, but prior to the filing of an NDA; and (iv) [***]% if sublicensed or assigned after filing of an NDA. 4.2. 4.2 If LICENSEE is obligated to pay running royalties to a third party to avoid infringing such third party’s patent rights which dominate the PATENT RIGHTS, as documented by a written opinion of LICENSEE’S outside patent counsel, a copy of which is provided to UTMDACC, LICENSEE may reduce the running royalties due UTMDACC by [***] of the running royalty rate actually being paid to such third party, provided that the running royalty rate due UTMDACC will not be reduced by more than [***] of the royalty rates specified in Section 4.1(e) and in no event shall be less than [***]. 4.3 Unless otherwise provided, all such payments are payable within thirty (30) calendar days after March 31, June 30, September 30, and December 31 of each year during the term of this AGREEMENT, at which time LICENSEE will also deliver to UTMDACC a true and accurate report, giving such particulars of the business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three calendar months under this AGREEMENT as necessary for UTMDACC to account for LICENSEE's ’s payments hereunder. This report will include pertinent data, including, but not limited to: (a) the accounting methodologies used to account for and calculate the items included in the report and any differences in such accounting methodologies used by LICENSEE since the previous report; and (b) a list of LICENSED PRODUCTS produced for the three (3) preceding calendar months categorized by the technology it relates to under PATENT RIGHTSRIGHTS and whether or not it is covered by a VALID CLAIM; and (c) the total quantities of LICENSED PRODUCTS produced by the category categories listed in Section 4.2(b4.3(b); and (d) the total SALES by the category categories listed in Section 4.2(b4.3(b); and (e) the calculation of NET SALES by the category categories listed in Section 4.2(b4.3(b); and (f) the royalties so computed and due UTMDACC by the category categories listed in Section 4.2(b4.3(b) and/or minimum royalties; and (g) all consideration received from each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the period of such report. These reports are required even if no payments are due. 4.3. 4.4 During the term of this AGREEMENT and for one three (13) year years thereafter, LICENSEE agrees to keep complete and accurate records of its and its sublicensees' ’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit UTMDACC or its representatives, at UTMDACC's ’s expense, to periodically examine LICENSEE's ’s books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. If any amounts due UTMDACC are determined to have been underpaid in an amount equal to or greater than five percent (5%) of the total amount due during the period so examined, then LICENSEE will pay the cost of the examination plus accrued interest at the highest allowable rate. 4.4. 4.5 Within thirty (30) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, UTMDACC a written progress report as to LICENSEE's ’s (and any sublicensee's’s) efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's ’s (and sublicensees'’) commercialization plans for the upcoming year. UTMDACC may provide copies of any progress, royalty or other reports provided by LICENSEE to UTMDACC under this AGREEMENT in confidence to HJF, which may provide the same in confidence to USU and/or US ARMY. 4.5. 4.6 All amounts payable hereunder by LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks are to be made payable to The University of Texas M.M. D. Xxxxxxxx Cancer Center, and sent by United States mail to Box 297402, Xxxxxxx, Xxxxx 00000, Attention: Manager, Sponsored Programs or by wire transfer to: JPMorgan Chase Bank, N.A. 000 Xxxxxx Xxxxxxx, Texas 77002 SWIFT: [***] ABA ROUTING NO: [***] ACCOUNT NAME: [***] ACCOUNT NO.: [***] REFERENCE: include title and EFFECTIVE DATE of AGREEMENT and type of payment (e.g., license documentation fee, milestone payment, royalty [including applicable patent/application identified by MDA reference number and patent number or application serial number], or maintenance fee, etc.). 4.7 No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and/or HJF, and another party, including, but not limited to, LICENSEE.