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 documented legal and filing fees incurred by UTMDACC after the EFFECTIVE DATE in filing, prosecuting, 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 (“PATENT EXPENSES”). Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE). UTMDACC will invoice LICENSEE on a quarterly basis for PATENT EXPENSES and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATE, it is understood and agreed that certain patent expenses incurred prior to the EFFECTIVE DATE have been paid by LICENSEE and that the Option Fee of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent expenses incurred prior to the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENT; and (b) A one-time nonrefundable license documentation fee in the amount of $2,000,000.00. 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. 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 nonrefundable annual maintenance fees (each an “Annual Maintenance Fee”) due and payable (without invoice) within thirty (30) calendar days of each anniversary of the EFFECTIVE DATE until the first SALE as follows: (1) an Annual Maintenance Fee of *** shall be due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE; (2) thereafter, the Annual Maintenance Fee will increase by *** each year up to a maximum of ***. For example, an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE; an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE, and so on. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, the Annual Maintenance Fee will not reduce the amount of any other payment provided for in this ARTICLE IV; and (d) Running royalties to be calculated on a country-by-country basis as follows: (1) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE; and (2) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS not covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to *** of NET SALES of LICENSED PRODUCTS shall apply; and (e) After the first SALE, 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. 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, due and payable to UTMDACC regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; and (7) receipt of MARKETING APPROVAL in Japan for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***.

CONSIDERATION, PAYMENTS AND REPORTS. 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 documented legal and filing fees out-of-pocket expenses incurred by UTMDACC after the EFFECTIVE DATE in filing, prosecuting, enforcing and maintaining 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 (“PATENT EXPENSES”). Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE)effect. UTMDACC will invoice LICENSEE on a quarterly basis for PATENT EXPENSES and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATE, it is understood DATE for expenses billed as of that time and agreed that certain patent on a quarterly basis thereafter. The billed amount for expenses incurred prior to the EFFECTIVE DATE have been paid will be due and payable by LICENSEE and that the Option Fee within ninety (90) calendar days of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent invoice. The invoiced amounts for expenses incurred prior to billed after the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund DATE will be due within thirty (30) calendar days of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENTinvoice; and (b) A one-time nonrefundable license documentation fee in the amount of ***, payable in two payments of $2,000,000.00***. This fee will not reduce the amount of any other payment payments provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days . UTMDACC will invoice LICENSEE for the first payment of $*** after the AGREEMENT has been is fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCparties. 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 nonrefundable annual maintenance fees (each an “Annual Maintenance Fee”) due and payable (without invoice) within thirty (30) calendar days of each anniversary of the EFFECTIVE DATE until the Said first SALE as follows: (1) an Annual Maintenance Fee of *** payment shall be due and payable within thirty (30) calendar days of invoice. The second payment of $*** shall be due and payable to UTMDACC on ***; and (c) A nonrefundable annual license maintenance fee of $***. This maintenance fee is due to UTMDACC beginning on the first anniversary of the EFFECTIVE DATE; (2) thereafter, the Annual Maintenance Fee will increase by *** each year up to a maximum of DATE and annually thereafter until ***. For example, an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE; an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE, and so on. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, the Annual Maintenance Fee This fee will not reduce the amount of any other payment provided for in this ARTICLE IV; and (d) Running royalties to be calculated on a country-by-country basis as follows: (1) a A running royalty equal to *** of *. LICENSEE shall be responsible for diligently collecting and paying UTMDACC any royalties due for any sublicensee’s NET SALES of LICENSED PRODUCTS covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE; and (2) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS not covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to *** of NET SALES of LICENSED PRODUCTS shall applySALES; and (e) After the first SALE***, minimum annual royalties of $***. Any royalties payable under Section 4.1(d) will be credited toward this amount for each Sales Year. For purposed of this AGREEMENT, Sales Year means a year measured from the first SALE or anniversary of such first SALE to the subsequent anniversary of first SALE. If royalties payable under Section 4.1(d) exceed *** nothing shall be owed under this Section 4.1(e); and (“Minimum Annual Royalties”f) A $*** milestone payment, payable in two installments, which shall become payable upon ***. The first installment of $*** shall be due ***, and a second installment of $*** shall be due ***; and (g) (***%) of all consideration, other than research and development money and NET SALES, received by LICENSEE, from either (i) any sublicensee pursuant to Sections 3.3 and 3.4, or (ii) any assignee pursuant to Section 12.1, including, but not limited to, minimum royalties, up-front payments, bonuses, milestones, marketing fees, distribution fees, franchise fees, option fees, license fees, documentation fees, and equity securities. 4.2 Unless otherwise provided, all such payments are payable (without invoice) 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 first business conducted by LICENSEE and subsequent anniversaries of the EFFECTIVE DATE which follow the first SALE. Running royalties accrued under Section 4.1(d) and paid to UTMDACC its sublicensees, if any exist, during the one year period preceding an anniversary 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 and DERIVED PRODUCTS produced for the EFFECTIVE DATE shall be credited against three (3) preceding calendar months; and (c) the Minimum Annual Royalties due on that anniversary datetotal quantities of LICENSED PRODUCTS and DERIVED PRODUCTS produced; and (d) the total SALES; and (e) the calculation of NET SALES; and (f) The following one-time milestone payments, the royalties so computed and due and payable to UTMDACC regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***and/or minimum royalties; and (7g) receipt all consideration received by each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of MARKETING APPROVAL in Japan each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the first 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 PRODUCT that is covered SUBJECT MATTER and DERIVED PRODUCTS in the LICENSED TERRITORY and LICENSEE’s (and sublicensees’) commercialization plans for the upcoming year. 4.5 All amounts payable hereunder by a VALID CLAIM LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any jurisdictionkind. Checks are to be made payable to The University of Texas 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: 00000000 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 UTMDACC 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 and DERIVED PRODUCTS by BOARD and another party, including, but not limited to, LICENSEE.

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: (aA) All documented legal and filing fees out-of-pocket expenses incurred by UTMDACC after the EFFECTIVE DATE MDA in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCRIGHTS licensed hereunder, for so long as, and in such countries as as, this AGREEMENT remains in effect (“PATENT EXPENSES”)effect. Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE). UTMDACC MDA will invoice LICENSEE on upon a quarterly basis for PATENT EXPENSES expenses incurred by MDA , and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any amounts invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATE, it is understood and agreed that certain patent expenses incurred prior to the EFFECTIVE DATE have been paid by LICENSEE and that the Option Fee of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent expenses incurred prior to the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENTthereafter; andAND (bB) A onenon-time nonrefundable license documentation fee refundable prepaid royalty in the amount of $2,000,000.00. This fee will [ ] which shall 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. 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 nonrefundable annual maintenance fees (each an “Annual Maintenance Fee”) due and payable (without invoice) within thirty (30) calendar days of each anniversary of the EFFECTIVE DATE until the first SALE as follows: (1) an Annual Maintenance Fee of *** which shall be due and payable within thirty (30) calendar days after execution of this agreement by LICENSEE; AND (C) A running royalty equal to [ ] of LICENSEE's NET 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. Such royalties shall be reduced to [ ] of the first anniversary rate stated above for LICENSEE'S NET SALES of LICENSED PRODUCTS in national political jurisdictions in the EFFECTIVE DATE;LICENSED TERRITORY where BOARD and LICENSEE decide not to file patent applications and therefore LICENSED SUBJECT MATTER is NOT covered by one (1) or more issued patents or pending patent applications. (2D) thereafter[ ] of all consideration (royalties not included) other than Research and Development ("R&D") money and direct equity investment received by LICENSEE from (i) any sublicensee pursuant to Paragraphs 3.3 and 3.4 herein above and (ii) any assignee pursuant to Paragraph 12.1 hereinbelow, the Annual Maintenance Fee will increase by *** each year up including but not limited to a maximum up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments, plus[ ] of ***. For exampleNET SALES of LICENSED PRODUCTS of sublicensee and LICENSEE (if applicable), an Annual Maintenance Fee of *** will be due and all 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 shall also deliver to BOARD and MDA a true and accurate report, giving such particulars of the second anniversary of business conducted by LICENSEE and its sublicensees, if any exist, during the EFFECTIVE DATE; an Annual Maintenance Fee of *** will be due and payable within thirty preceding three (303) calendar days months under this AGREEMENT as necessary for BOARD to account for LICENSEE's payments hereunder. Such report shall include all pertinent data, including, but not limited to: (a) the total quantities of LICENSED PRODUCTS produced; (b) the third anniversary total SALES, (c) the calculation of the EFFECTIVE DATE, and so on. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, the Annual Maintenance Fee will not reduce the amount of any other payment provided for in this ARTICLE IVroyalties thereon; and (d) Running the total royalties to be calculated on a country-by-country basis as follows: (1or minimum royalties) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALEso computed and due MDA; and (2) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS not covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to *** of NET SALES of LICENSED PRODUCTS shall apply; and (e) After all other amounts due MDA herein. Simultaneously with the first SALEdelivery of each such report, minimum annual royalties (“Minimum Annual Royalties”) of ***LICENSEE shall pay to MDA the amount, if any, due and payable (without invoice) within thirty (30) calendar days for the period of the first and subsequent anniversaries of the EFFECTIVE DATE which follow the first SALEsuch report. Running royalties accrued under Section 4.1(d) and paid to UTMDACC during the one year period preceding an anniversary of the EFFECTIVE DATE If no payments are due, it shall be credited against so reported. Should LICENSEE be obligated to pay running royalties to third parties to avoid infringing such third parties' patent rights which otherwise because of infringement would preclude LICENSEE from practicing LICENSED SUBJECT MATTER, LICENSEE may reduce the Minimum Annual Royalties running royalty due on that anniversary date; and (f) The following MDA by such running royalties to such third parties, provided, however, the running royalty due MDA shall in no case be less than one-time milestone paymentshalf the rates stated herein. 4.2 As further consideration to BOARD and MDA, due LICENSEE at its sole cost and payable expense agrees to UTMDACC regardless of whether use its reasonable commercial efforts to: (a) isolate the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; and (7) receipt of MARKETING APPROVAL in Japan for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***[ ] on [ ].

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 documented legal and filing fees out-of-pocket expenses incurred by UTMDACC after the EFFECTIVE DATE MDA in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred by UTMDACCRIGHTS licensed hereunder, for so long as, and in such countries as as, this AGREEMENT remains in effect (“PATENT EXPENSES”)effect. Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE). UTMDACC MDA will invoice LICENSEE on upon a quarterly basis for PATENT EXPENSES expenses incurred by MDA, and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any amounts invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATEthereafter, it is understood and agreed that certain patent expenses incurred prior to the EFFECTIVE DATE have been paid by LICENSEE and that the Option Fee of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent expenses incurred prior to the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENT; and (b) A onenon-time nonrefundable refundable license documentation fee in the amount of $2,000,000.00. This fee will [ ] which shall 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. 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 nonrefundable annual maintenance fees (each an “Annual Maintenance Fee”) due and payable (without invoice) within thirty (30) calendar days of each anniversary of the EFFECTIVE DATE until the first SALE as follows: (1) an Annual Maintenance Fee of *** which shall be due and payable within thirty (30) calendar days after approval of the first anniversary of the EFFECTIVE DATE;this AGREEMENT by BOARD as invoiced by MDA; and (2c) thereafter, A milestone payment in the Annual Maintenance Fee will increase by *** each year up to a maximum amount of ***. For example, an Annual Maintenance Fee of *** will [ ] which shall be due and payable within thirty (30) calendar days after the [ ] [ ] set forth in Exhibit I is isolated by LICENSEE and MDA, and a patent application is filed. (d) A running royalty equal to [ ] of LICENSEE'S NET SALES of LICENSED PRODUCTS in LICENSED FIELD of therapeutics, and a running royalty equal to [ ] of LICENSEE'S NET SALES of LICENSED PRODUCTS in LICENSED FIELD of diagnostics, 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. Such royalties shall be reduced to [ ] of above applicable rates respectively for LICENSEE'S NET SALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where BOARD and LICENSEE decide not to file patent applications and therefore LICENSED SUBJECT MATTER is not covered by one (1) or more issued patents or pending patent applications. (e) [ ] of all consideration (royalties not included) other than Research and Development ("R&D") money and direct equity investment received by LICENSEE from (i) any sublicensee pursuant to Paragraphs 3.3 and 3.4 herein above and (ii) any assignee pursuant to Paragraph 12.1 herein below, including but not limited to up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus and milestone payments, plus [ ] of NET SALES of sublicensee and LICENSEE (if applicable) in the LICENSED FIELD of the second anniversary therapeutics and [ ] of NET SALES of sublicensee and LICENSEE (if applicable) in the EFFECTIVE DATE; an Annual Maintenance Fee LICENSED FIELD of *** will be due and diagnostics, all 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 shall also deliver to BOARD and MDA a true and accurate report, giving such particulars of the third anniversary business conducted by LICENSEE and its sublicensees, if any exist, during the preceding three (3) calendar months under this AGREEMENT as necessary for BOARD to account for LICENSEE'S payments hereunder. Such report shall include all pertinent data, including, but not limited to: (a) the total quantities of LICENSED PRODUCTS produced; (b) the EFFECTIVE DATEtotal SALES, and so on. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, (c) the Annual Maintenance Fee will not reduce the amount calculation of any other payment provided for in this ARTICLE IVroyalties thereon; and (d) Running the total royalties (or minimum royalties) so computed and due MDA; and (e) all other amounts due MDA herein. Simultaneously with the delivery of each such report, LICENSEE shall pay to MDA the amount, if any, due for the period of such report. 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 otherwise because of infringement would preclude LICENSEE from practicing LICENSED SUBJECT MATTER, 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 calculated on a countryless than one-by-country basis as follows:half the rates stated herein. 4.2 During the Term of this AGREEMENT and for one (1) a running royalty equal to *** year thereafter, LICENSEE shall keep complete and accurate records of its and its sublicensees' SALES and NET SALES of LICENSED PRODUCTS covered by to enable the royalties payable hereunder to be determined. LICENSEE shall permit MDA or its representatives, at MDA's expense, to periodically examine its books, ledgers, and records once annually during regular business hours and with reasonable advanced notice for the purpose of and to the extent necessary to verify any report required under this AGREEMENT. In the event that the amounts due 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, LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 4.3 Upon the request of MDA but not more often than once per calendar year, LICENSEE shall deliver to MDA a VALID CLAIM written report as to LICENSEE'S (and sublicensees') efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the jurisdiction of SALE at LICENSED TERRITORY and LICENSEE'S (and sublicensees') commercialization plans for the time of SALE; andupcoming year. (2) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS not covered 4.4 All amounts payable hereunder by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to *** of NET SALES of LICENSED PRODUCTS shall apply; and (e) After the first SALE, 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. 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 paymentspayable in United States funds without deductions for taxes, due and assessments, fees, or charges of any kind. Checks shall be made payable to UTMDACC regardless The University of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; and (7) receipt of MARKETING APPROVAL in Japan for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***.Texas M.

CONSIDERATION, PAYMENTS AND REPORTS. 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 documented legal and filing fees out-of-pocket expenses incurred by UTMDACC after the EFFECTIVE DATE in filing, prosecuting, enforcing and maintaining 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 (“PATENT EXPENSES”). Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE)effect. UTMDACC will invoice LICENSEE on a quarterly basis for PATENT EXPENSES and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATE, it is understood DATE for expenses billed as of that time and agreed that certain patent on a quarterly basis thereafter. The billed amount for expenses incurred prior to the EFFECTIVE DATE have been paid will be due and payable by LICENSEE and that the Option Fee within ninety (90) calendar days of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent invoice. The invoiced amounts for expenses incurred prior to billed after the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund DATE will be due within thirty (30) calendar days of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENTinvoice; and (b) A one-time nonrefundable license documentation fee in the amount of ***, payable in two payments of $2,000,000.00***. This fee will not reduce the amount of any other payment payments provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days . UTMDACC will invoice LICENSEE for the first payment of $*** after the AGREEMENT has been is fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCparties. 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 nonrefundable annual maintenance fees (each an “Annual Maintenance Fee”) due and payable (without invoice) within thirty (30) calendar days of each anniversary of the EFFECTIVE DATE until the Said first SALE as follows: (1) an Annual Maintenance Fee of *** payment shall be due and payable within thirty (30) calendar days of invoice. The second payment of $*** shall be due and payable to UTMDACC on ***; and (c) A nonrefundable annual license maintenance fee of $***. This maintenance fee is due to UTMDACC beginning on the first anniversary of the EFFECTIVE DATE; (2) thereafter, the Annual Maintenance Fee will increase by *** each year up to a maximum of DATE and annually thereafter until ***. For example, an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE; an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE, and so on. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, the Annual Maintenance Fee This fee will not reduce the amount of any other payment provided for in this ARTICLE IV; and (d) Running royalties to be calculated on a country-by-country basis as follows: (1) a A running royalty equal to *** of *. LICENSEE shall be responsible for diligently collecting and paying UTMDACC any royalties due for any sublicensee's NET SALES of LICENSED PRODUCTS covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE; and (2) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS not covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to *** of NET SALES of LICENSED PRODUCTS shall applySALES; and (e) After the first SALE***, minimum annual royalties of $***. Any royalties payable under Section 4.1(d) will be credited toward this amount for each Sales Year. For purposed of this AGREEMENT, Sales Year means a year measured from the first SALE or anniversary of such first SALE to the subsequent anniversary of first SALE. If royalties payable under Section 4.1(d) exceed *** nothing shall be owed under this Section 4.1(e); and (“Minimum Annual Royalties”f) A $*** milestone payment, payable in two installments, which shall become payable upon ***. The first installment of $*** shall be due ***, and a second installment of $*** shall be due ***; and (g) (***%) of all consideration, other than research and development money and NET SALES, received by LICENSEE, from either (i) any sublicensee pursuant to Sections 3.3 and 3.4, or (ii) any assignee pursuant to Section 12.1, including, but not limited to, minimum royalties, up-front payments, bonuses, milestones, marketing fees, distribution fees, franchise fees, option fees, license fees, documentation fees, and equity securities. 4.2 Unless otherwise provided, all such payments are payable (without invoice) 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 first business conducted by LICENSEE and subsequent anniversaries of the EFFECTIVE DATE which follow the first SALE. Running royalties accrued under Section 4.1(d) and paid to UTMDACC its sublicensees, if any exist, during the one year period preceding an anniversary 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 and DERIVED PRODUCTS produced for the EFFECTIVE DATE shall be credited against three (3) preceding calendar months; and (c) the Minimum Annual Royalties due on that anniversary datetotal quantities of LICENSED PRODUCTS and DERIVED PRODUCTS produced; and (d) the total SALES; and (e) the calculation of NET SALES; and (f) The following one-time milestone payments, the royalties so computed and due and payable to UTMDACC regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***and/or minimum royalties; and (7g) receipt all consideration received by each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of MARKETING APPROVAL in Japan each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the first 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 PRODUCT that is covered SUBJECT MATTER and DERIVED PRODUCTS in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5 All amounts payable hereunder by a VALID CLAIM LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any jurisdiction: ***.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 MOLECULIN and provided to LICENSEE under this AGREEMENT, LICENSEE agrees to pay UTMDACC MOLECULIN the following: (a) All documented legal and filing fees out-of-pocket expenses incurred by UTMDACC after the EFFECTIVE DATE MOLECULIN in filing, prosecuting, enforcing and maintaining PATENT RIGHTSRIGHTS in the LICENSED TERRITORY, and all such future expenses incurred by UTMDACCMOLECULIN, for so long as, and in such countries as this AGREEMENT remains in effect (“PATENT EXPENSES”)effect. Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE). UTMDACC MOLECULIN will invoice LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for expenses incurred as of that time and on a quarterly basis for PATENT EXPENSES and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEEthereafter. Any The invoiced amounts will be due and payable paid by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATE, it is understood and agreed that certain patent expenses incurred prior to the EFFECTIVE DATE have been paid by LICENSEE and that the Option Fee of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent expenses incurred prior to the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENT; and (b) A one-time nonrefundable license documentation DOSSIER development fee in the amount of $2,000,000.00US$100,000.00. This fee will not reduce the amount of any other payment provided for in this ARTICLE IVV, and is due and payable within thirty ten (3010) calendar days after the AGREEMENT has been fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACC. This license documentation fee is not subject to the thirty (30) day cure period set forth in Section 13.3(b)parties; and (c) The following A nonrefundable annual maintenance fees (each an “Annual Maintenance Fee”) due and payable (without invoice) within thirty (30) calendar days fee in the amount of each anniversary of the EFFECTIVE DATE until the first SALE as follows: (1) an Annual Maintenance Fee of *** shall be due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE; (2) thereafter, the Annual Maintenance Fee will increase by *** each year up to a maximum of ***. For example, an Annual Maintenance Fee of *** US$100,000.00 will be due and payable within thirty (30) calendar days of the second anniversary of the EFFECTIVE DATE; an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE, and so onpaid by LICENSEE to MOLECULIN for MOLECULIN’s services to assist LICENSEE in obtaining additional funding. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, the Annual Maintenance Fee 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) six (6) months from the EFFECTIVE DATE.; and In consideration of rights granted by MOLECULIN to LICENSEE under this AGREEMENT, LICENSEE agrees to pay MOLECULIN 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 MOLECULIN would otherwise owe to UTMDACC for any sale of LICENSED PRODUCTS in the LICENSED TERRITORY plus an override of 1% 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 3.5%; and (b) Unless otherwise provided in this article V(e) below, the following percentage of all consideration received by LICENSEE from either (i) any SUBLICENSEE pursuant to Article IV-License hereinabove, or (ii) any assignee pursuant to Aritcle XIII-Assignment hereinbelow (in consideration for MOLECULIN allowing the assignment), including but not limited to, royalties, up-front payments, marketing, distribution, franchise, option, license, or documentation fees, bonus, and certain milestone payments and equity securities not excluded above: (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 MOLECULIN under the above percentages are less than the payments that MOLECULIN 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 MOLECULIN for those sublicenses. No payments will be due from LICENSEE to MOLECULIN 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, MOLECULIN would be entitled to receive 25% of the payments received by LICENSEE until the completion by MOLECULIN of a PHASE IIb CLINICAL STUDY. Once MOLECULIN completed a PHASE IIb CLINICAL STUDY, MOLECULIN 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 forty-five (45) 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 MOLECULIN 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 MOLECULIN 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 that are subject to the running royalties described in this Article V; and (d) Running the total SALES that are subject to the running royalties to be calculated on a country-by-country basis as follows: (1) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS covered by a VALID CLAIM described in the jurisdiction of SALE at the time of SALE; and (2) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS not covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to *** of NET SALES of LICENSED PRODUCTS shall applythis Article V; and (e) After the first SALE, minimum annual calculation of NET SALES that are subject to the running 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. 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 datedescribed in this Article V; and (f) The following one-time milestone payments, the royalties so computed and due and payable to UTMDACC regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States MOLECULIN for the first LICENSED PRODUCT PRODUCTS that is covered by a VALID CLAIM are subject to the running royalties described in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***this Article V; and (7g) receipt all consideration received from each SUBLICENSEE or assignee and payments due MOLECULIN; and (h) all other amounts due MOLECULIN herein. Simultaneously with the delivery of MARKETING APPROVAL in Japan each such report, LICENSEE agrees to pay MOLECULIN the amount due, if any, for the first period of such report. These reports are required even if no payments are due. During the term of this AGREEMENT and for one (1) year thereafter 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’ SALES and NET SALES in sufficient detail to enable the royalties and other payments due hereunder to be determined. LICENSEE agrees to permit MOLECULIN or its representatives, at MOLECULIN’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 MOLECULIN 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. Within sixty (60) calendar days following each anniversary of the EFFECTIVE DATE, LICENSEE will deliver to MOLECULIN a written progress report as to LICENSEE’s (and any SUBLICENSEE’S) efforts and accomplishments during the preceding year in diligently commercializing LICENSED PRODUCT that SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE’s (and SUBLICENSEES’) commercialization plans for the upcoming year. 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, kind. Wire transfers shall be sent to: ABA ROUTING NO: ACCOUNT NAME: Moleculin, LLC ACCOUNT NO: No payments due or royalty rates owed under this AGREEMENT will be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by MOLECULIN 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 five percent (5%) of the amount originally owed for each month payment is covered by a VALID CLAIM in any jurisdiction: ***delayed beyond the Due Date.

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 documented legal LICENSEE has been and filing fees incurred by UTMDACC after the EFFECTIVE DATE continues to pay for expenses for future patent issues in filing, prosecuting, enforcing and maintaining PATENT RIGHTS, and all such future expenses incurred will be paid by UTMDACCLICENSEE, for so long as, and in such countries as as, this AGREEMENT remains in effect (“PATENT EXPENSES”)effect. Notwithstanding MDA maintains the foregoingoption to file, prosecute, enforce and maintain patent rights in the event that there are other entities with licenses jurisdictions where LICENSEE elects to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE). UTMDACC will invoice LICENSEE on a quarterly basis for PATENT EXPENSES and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to avoid patent expenses incurred prior to the EFFECTIVE DATE, it is understood and agreed that certain patent expenses incurred prior to the EFFECTIVE DATE have been paid by LICENSEE and that the Option Fee of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent expenses incurred prior to the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENT; andprosecution. (b) A onenon-time nonrefundable refundable license documentation fee in the amount of $2,000,000.00[***]. 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 UTMDACC. This license documentation fee is not subject to the thirty (30) day cure period set forth in Section 13.3(b); andMDA; (c) The following nonrefundable A non-refundable annual maintenance fees (each an “Annual Maintenance Fee”) due and minimum license fee payable (without invoice) within thirty (30) calendar days of on each anniversary of the EFFECTIVE DATE until the first SALE as follows: (1) an Annual Maintenance Fee Effective Date of *** shall be due and payable within thirty (30) calendar days of the first anniversary of the EFFECTIVE DATE; (2) thereafter, the Annual Maintenance Fee will increase by *** each year up to a maximum of US $[***. For example] prior to patent issue, an Annual Maintenance Fee and a non-refundable annual minimum fee of US $[*** *] if a patent has issued as of said anniversary date. This annual minimum fee will be due invoiced by MDA and payable within thirty (30) calendar by LICENSEE 30 days from receipt of the second anniversary of the EFFECTIVE DATE; an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the third anniversary of the EFFECTIVE DATE, and so on. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, the Annual Maintenance Fee will not reduce the amount of any other payment provided for in this ARTICLE IV; andinvoice. (d) Running royalties to be calculated on a country-by-country basis as follows: (1) a A running royalty equal to *** the: 1) Issued Patent" royalty designated below on the applicable portion of NET SALES of LICENSED PRODUCTS in national political jurisdictions in the LICENSED TERRITORY where LICENSED SUBJECT MATTER is covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE; and1 or more issued patent(s) or granted/registered patent (2) and a running royalty equal to *** the "Non-issued Patent" royalty designated below on the applicable portion of NET SALES of LICENSED PRODUCTS not where LICENSED SUBJECT MATTER is covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay one or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to more pending patent applications but no issued or granted/registered patent as follows: INFORMATION MARKED BY [*** of NET SALES of LICENSED PRODUCTS shall apply; and*] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Issued Patent [***]% [***]% [***]% Non-Issued Patent [***]% [***]% [***]% (e) After the first SALE, Annual 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. Running royalties accrued under Section 4.1(d) and fees paid prior to UTMDACC during the one year period preceding an anniversary of the EFFECTIVE DATE shall Sales will not be credited against the Minimum Annual Royalties due on that anniversary date; and (f) The following one-time milestone future royalty payments, due and payable to UTMDACC regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY . Any annual minimum fees made in any jurisdiction for a LICENSED PRODUCT given year of Sales will be credited against that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; and (7) receipt of MARKETING APPROVAL in Japan for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***year's royalty due.

CONSIDERATION, PAYMENTS AND REPORTS. 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 documented legal and filing fees out-of-pocket expenses incurred by UTMDACC after the EFFECTIVE DATE in filing, prosecuting, enforcing and maintaining 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 (“PATENT EXPENSES”). Notwithstanding the foregoing, in the event that there are other entities with licenses to both of the technologies listed on Exhibit I in other fields of use (“ADDITIONAL LICENSEES”), then LICENSEE shall be obligated to pay only a pro rata share of the PATENT EXPENSES as follows. LICENSEE’s pro rata share shall be calculated by dividing the total amount of PATENT EXPENSES by the total number of ADDITIONAL LICENSEES with active licenses plus one (for LICENSEE). In the event ADDITIONAL LICENSEES are added after LICENSEE has paid an invoice, LICENSEE shall not be entitled to a refund of any past payments for PATENT EXPENSES. However, LICENSEE shall be entitled to reduce the amount of prospective payments due to UTMDACC by an amount that will result in LICENSEE’S share of PATENT EXPENSES being equal to the pro rata share of the PATENT EXPENSES divided by the number of then currently active ADDITIONAL LICENSEES plus one (for LICENSEE)effect. UTMDACC will invoice LICENSEE on a quarterly basis for PATENT EXPENSES and will indicate in the invoice the total number of ADDITIONAL LICENSEES with active licenses and specify the amount owed by LICENSEE. Any invoiced amounts will be due and payable by LICENSEE within thirty (30) calendar days of invoice. With respect to patent expenses incurred prior to the EFFECTIVE DATE, it is understood DATE for expenses billed as of that time and agreed that certain patent on a quarterly basis thereafter. The billed amount for expenses incurred prior to the EFFECTIVE DATE have been paid will be due and payable by LICENSEE and that the Option Fee within ninety (90) calendar days of *** paid by LICENSEE pursuant to the Option Agreement between the parties dated June 15, 2010 has been applied towards patent invoice. The invoiced amounts for expenses incurred prior to billed after the EFFECTIVE DATE. LICENSEE understands and agrees that LICENSEE is not entitled to any refund DATE will be due within thirty (30) calendar days of such payments, nor is LICENSEE entitled to apply or credit any such past payments (including, but not limited to the Option Fee) towards any amounts due under this AGREEMENTinvoice; and (b) A one-time nonrefundable license documentation fee in the amount of $2,000,000.0040,000, payable in two payments of $20,000. This fee will not reduce the amount of any other payment payments provided for in this ARTICLE IV, and is due and payable within thirty (30) calendar days . UTMDACC will invoice LICENSEE for the first payment of $20,000 after the AGREEMENT has been is fully executed by all parties and LICENSEE has received an invoice for the amount from UTMDACCparties. 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 nonrefundable annual maintenance fees (each an “Annual Maintenance Fee”) due and payable (without invoice) within thirty (30) calendar days of each anniversary of the EFFECTIVE DATE until the Said first SALE as follows: (1) an Annual Maintenance Fee of *** payment shall be due and payable within thirty (30) calendar days of invoice. The second payment of $20,000 shall be due and payable to UTMDACC on the first anniversary of the EFFECTIVE DATE;; and (2c) thereafter, A nonrefundable annual license maintenance fee of $3,000. This maintenance fee is due to UTMDACC beginning on the Annual Maintenance Fee will increase by *** each year up to a maximum of ***. For example, an Annual Maintenance Fee of *** will be due and payable within thirty (30) calendar days of the second first anniversary of the EFFECTIVE DATE; an Annual Maintenance Fee of *** will be due DATE and payable within thirty (30) calendar days of annually thereafter until the third anniversary of the EFFECTIVE DATE, and so onfirst SALE. The Annual Maintenance Fee may be credited against milestone payments due under Section 4.1(f). Otherwise, the Annual Maintenance Fee This fee will not reduce the amount of any other payment provided for in this ARTICLE IV; and (d) Running royalties to be calculated on a country-by-country basis as follows: (1) a A running royalty equal to *** of *. LICENSEE shall be responsible for diligently collecting and paying UTMDACC any royalties due for any sublicensee's NET SALES of LICENSED PRODUCTS covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE; and (2) a running royalty equal to *** of NET SALES of LICENSED PRODUCTS not covered by a VALID CLAIM in the jurisdiction of SALE at the time of SALE, unless LICENSEE declined to pay or failed to pay the applicable PATENT EXPENSES for pursuing and obtaining a VALID CLAIM in the jurisdiction of SALE, in which case a running royalty equal to *** of NET SALES of LICENSED PRODUCTS shall applySALES; and (e) After the first SALE, minimum annual royalties of $5,000. Any royalties payable under Section 4.1(d) will be credited toward this amount for each Sales Year. For purposed of this AGREEMENT, Sales Year means a year measured from the first SALE or anniversary of such first SALE to the subsequent anniversary of first SALE. If royalties payable under Section 4.1(d) exceed $5,000 for any Sales Year nothing shall be owed under this Section 4.1(e); and (“Minimum Annual Royalties”f) A $50,000 milestone payment, payable in two installments, which shall become payable upon the first SALE of an FDA approved product by LICENSEE or any sublicensee. The first installment of $25,000 shall be due within thirty (30) days of LICENSEE's receiving an FDA approval notification for the product, and a second installment of $25,000 shall be due one (1) year after LICENSEE receives such FDA approval notification; and (g) (***%) of all consideration, due other than research and development money and NET SALES, received by LICENSEE, from either (i) any sublicensee pursuant to Sections 3.3 and 3.4, or (ii) any assignee pursuant to Section 12.1, including, but not limited to, minimum royalties, up-front payments, bonuses, milestones, marketing fees, distribution fees, franchise fees, option fees, license fees, documentation fees, and equity securities. 4.2 Unless otherwise provided, all such payments are payable (without invoice) 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 first business conducted by LICENSEE and subsequent anniversaries of the EFFECTIVE DATE which follow the first SALE. Running royalties accrued under Section 4.1(d) and paid to UTMDACC its sublicensees, if any exist, during the one year period preceding an anniversary 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 and DERIVED PRODUCTS produced for the EFFECTIVE DATE shall be credited against three (3) preceding calendar months; and (c) the Minimum Annual Royalties due on that anniversary datetotal quantities of LICENSED PRODUCTS and DERIVED PRODUCTS produced; and (d) the total SALES; and (e) the calculation of NET SALES; and (f) The following one-time milestone payments, the royalties so computed and due and payable to UTMDACC regardless of whether the milestone is achieved by LICENSEE, a sublicensee or AFFILIATE: (1) Commencement of the first PHASE I CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (2) Commencement of the first PHASE II CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (3) Commencement of the first PHASE III CLINICAL STUDY in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (4) submission of the first NDA in any jurisdiction for a LICENSED PRODUCT that is covered by a VALID CLAIM in at least one jurisdiction: ***; (5) receipt of MARKETING APPROVAL in the United States for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***; (6) receipt of MARKETING APPROVAL in Europe for the first LICENSED PRODUCT that is covered by a VALID CLAIM in any jurisdiction: ***and/or minimum royalties; and (7g) receipt all consideration received by each sublicensee or assignee and payments due UTMDACC; and (h) all other amounts due UTMDACC herein. Simultaneously with the delivery of MARKETING APPROVAL in Japan each such report, LICENSEE agrees to pay UTMDACC the amount due, if any, for the first 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 PRODUCT that is covered SUBJECT MATTER and DERIVED PRODUCTS in the LICENSED TERRITORY and LICENSEE's (and sublicensees') commercialization plans for the upcoming year. 4.5 All amounts payable hereunder by a VALID CLAIM LICENSEE will be paid in United States funds without deductions for taxes, assessments, fees, or charges of any jurisdiction: ***.kind. Checks are to be made payable to The University of Texas M.