Common use of Payments and Reports Clause in Contracts

Payments and Reports. 6.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee agrees to pay Board the following: (a) Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board). (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee LICENSEE agrees to pay Board MDA the following: (a) Running [***] ([***]%) of NET SALES attributed to SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties in an amount equal to two be received by LICENSEE: one and a one half percent (2.51.5%) of Net Sales said advance payment. (c) LICENSEE will not be obligated to pay MDA any portion of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold any advanced payment received by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, LICENSEE from a third party that the minimum annual is not creditable against future running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Datereceived by LICENSEE. (d) If LICENSEE desires to fund sponsored research, and any amounts paid under any section particularly where LICENSEE receives R&D money in lieu of this Agreement or the Patent Assignment Agreement in addition to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date revenues pursuant to Section 5.5 and a sublicense, LICENSEE shall give good faith consideration to funding such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent proposals at MDA. ****Text * Certain information on this page has been omitted pursuant to a confidentiality request. Omitted text has been and filed separately with the Securities and Exchange Commission. Assignment Agreement (orConfidential treatment has been requested with respect to the omitted portions 5.2 In the event that more than one patent within the PATENT RIGHTS is applicable to any LICENSED PRODUCT subject to royalties under this Article V, but for the second paragraph then only one royalty shall be paid to MDA in respect of such Section 5.a, would have given rise quantity of the LICENSED PRODUCTS and in any event no more than one royalty will be payable hereunder with respect to such accrualany particular LICENSED PRODUCT unit. In addition: (a) it No royalty shall not give rise be payable under Paragraph 5.1 above with respect to the accrual SALE of a running royalty under this 6.1(a). It is understood LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and agreed by the parties SUBLICENSEES, provided that the payment of royalties pursuant such LICENSED PRODUCTS are to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product resold to unrelated third parties, or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject with respect to any additional accrual of royalties (for example, fees or other payments paid between or among LICENSEE and for illustration purposes only, if AFFILIATES; nor shall a royalty accrues due be payable under Paragraph 5.1 with respect to a Sale by Licensee SALES of a Licensed Product to a Sublicensee LICENSED PRODUCTS for use in clinical trials or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)as samples. (b) of all cash and In the fair market value (determined event that a LICENSED PRODUCT is sold in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee combination as a result 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 Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this Agreement and for one (1) year thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD’s expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent that the amounts due to BOARD are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within thirty (30) days after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a sublicense true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and hereunder. Such report shall include at least (a) the like, but excluding (i) payments received by Licensee for research development pursuant to research grantsquantities of LICENSED SUBJECT MATTER that it has produced; (iib) royalty payments received by Licensee calculated on the basis total SALES, (c) the calculation of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licenseeroyalties thereon; and (ivd) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments subject are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE’s efforts and accomplishments during the payment of royalties under Section 5.b preceding year in commercializing LICENSED SUBJECT MATTER in various parts of the Patent Assignment Agreement. LICENSED TERRITORY and its commercialization plans for the upcoming year. (c) A fee 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).Texas M.

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board BOARD to Licensee IMMUNICON under this AgreementAGREEMENT, Licensee agrees to IMMUNICON will pay Board BOARD the following: (a) Running royalties A non-refundable annual license maintenance royalty in an the amount of $25,000 is due within 30 days of the later of the third anniversary of the EFFECTIVE DATE of this AGREEMENT, or the termination date of the SPONSORED RESEARCH AGREEMENT, if, by mutual consent, the term of the SPONSORED RESEARCH AGREEMENT is extended beyond the three year term set forth in Section 2.2 of Exhibit "A"; and (b) A running royalty equal to two and [**]% of NET SALES for LICENSED PRODUCTS; and (c) Reimbursement of previously incurred patent expenses, not to exceed $15,000, due within thirty days of the EFFECTIVE DATE. 5.2 In the event that IMMUNICON pays a half percent (2.5%) royalty to a third party for use of Net Sales patented rights or technology rights necessary to materially enable the function of each Licensed Product and each Licensed Process manufacturedany LICENSED PRODUCT, imported, exported, used, leased, IMMUNICON shall be entitled to a credit against royalties otherwise due BOARD hereunder for the actual amount of all such royalties paid to such third party or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, parties; provided, however, that that the minimum annual running portion of such credit taken in any royalty period hereunder shall not exceed a total amount in such period that would result in BOARD receiving a payment for such period equaling a royalty of less than [**]% of NET SALES for such period. 5.3 During the Term of this AGREEMENT and for 1 year thereafter, IMMUNICON agrees to keep complete and accurate records of its and its sublicensees' SALES and NET SALES of LICENSED PRODUCTS under the license granted in this AGREEMENT in sufficient detail to enable the royalties payable hereunder to be determined. IMMUNICON agrees to permit BOARD or its representatives, at BOARD'S expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the Board shall extent necessary to verify any report required under this AGREEMENT, provided that no more than one examination may be $20,000 per conducted during any calendar year, prorated for the first calendar year following the Effective Date, and any such examination will occur only after at least ten business days prior written notice. If the amounts paid under any section due to BOARD are determined to have been underpaid by more than 5%, IMMUNICON will pay the cost of this Agreement or the Patent Assignment Agreement to University or Board examination and accrued interest at the prime rate in effect at The Chase Manhattan Corporation plus one percent, unless such interest rate is greater than the highest allowable rate by Licensee law, in a given year after which case the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty interest rate shall be 3.3% in respect of Net Sales of Licensed Products the highest allowable rate by law. If the amounts due to BOARD are determined to have overpaid, such overpayment will be credited against future royalty payments due to BOARD. 5.4 Within 45 days after March 31, June 30, September 30, and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter December 31, beginning immediately after the Effective Date pursuant EFFECTIVE DATE, IMMUNICON must deliver to Section 5.5 BOARD a true and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to accurate written report, even if no payments are due BOARD, giving the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a particulars of the Patent business conducted by IMMUNICON and its sublicensee(s), if any exist, during the preceding 3 calendar months under this AGREEMENT as are pertinent to calculating payments hereunder. This report will include at least: the quantities of LICENSED SUBJECT MATTER that it has produced; the total SALES; the calculation of royalties thereon; and the total royalties computed and due BOARD. ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed * Simultaneously with the Securities and Exchange Commission. Assignment Agreement (ordelivery of each report, but IMMUNICON must pay to BOARD the amount, if any, due for the second paragraph period of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales each report. 5.5 Within 45 days after each anniversary of the same Licensed Product EFFECTIVE DATE, irrespective of having a first SALE or Licensed Process offer for which royalties have been accrued pursuant SALE, IMMUNICON must deliver to this Section 6.1(aBOARD a written progress report as to IMMUNICON'S (and any sublicensee's) shall not efforts and accomplishments during the preceding year in diligently commercializing LICENSED SUBJECT MATTER in the LICENSED TERRITORY and IMMUNICON'S (and sublicensee's) commercialization plans for the upcoming year. 5.6 All amounts payable here by IMMUNICON must be subject to paid in United States funds without deductions for taxes, assessments, fees, or charges of any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty kind. Checks must be payable to Board). (b) of all cash UT SOUTHWESTERN and the fair market value (determined in accordance with Section 6.6) of nonmailed to: Xxx Xxxxxxxx Director for Technology Development Office for Technology Development UT Southwestern Medical Center 0000 Xxxxx Xxxxx Boulevard Dallas, Texas 75235-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).9094

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee LICENSEE agrees to pay Board MDA the following: (a) Running royalties in an amount equal [*] of NET SALES attributed to two SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted third party pursuant to a confidentiality request. Omitted text has been filed sublicense, marketing, distribution, or franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by LICENSEE:[*] of said advance payment. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. (a) No royalty shall be payable under Paragraph 5.1 above with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise respect to the accrual SALE of a running royalty under this 6.1(a). It is understood LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and agreed by the parties SUBLICENSEES, provided that the payment of royalties pursuant such LICENSED PRODUCTS are to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product resold to unrelated third parties, or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject with respect to any additional accrual of royalties (for example, fees or other payments paid between or among LICENSEE and for illustration purposes only, if AFFILIATES; nor shall a royalty accrues due be payable under Paragraph 5.1 with respect to a Sale by Licensee SALES of a Licensed Product to a Sublicensee LICENSED PRODUCTS for use in clinical trials or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)as samples. (b) of all cash and In the fair market value (determined event that a LICENSED PRODUCT is sold in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee combination as a result 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 Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a sublicense true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and hereunder. Such report shall include at least (a) the like, but excluding (i) payments received by Licensee for research development pursuant to research grantsquantities of LICENSED SUBJECT MATTER that it has produced; (iib) royalty payments received by Licensee calculated on the basis total SALES, (c) the calculation of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licenseeroyalties thereon; and (ivd) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. are due, it shall be so reported. (c) A fee 5.5 Upon the request of $75,000 plus all reasonable legal costs BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and fees incurred MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER 5.6 All amounts payable hereunder by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating LICENSEE shall be payable in United States funds. Checks shall be made payable to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods The University of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).Texas M.

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee LICENSEE agrees to pay Board MDA the following: (a) Running royalties in an amount equal [*] of NET SALES attributed to two SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufacturedthird party pursuant to a sublicense, importedmarketing, exported, used, leaseddistribution, or Sold franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable LICENSEE:[*] of said advance payment. (c) LICENSEE will not be obligated to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Datepay MDA any portion of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and any amounts paid under any section particularly where LICENSEE receives R&D money in lieu of this Agreement or the Patent Assignment Agreement in addition to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date revenues pursuant to Section 5.5 and a sublicense, LICENSEE shall give good faith consideration to funding such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent proposals at MDA. [****Text ] Certain information on this page has been omitted pursuant to a confidentiality requestand filed separately with the Commission. Omitted text Confidential treatment has been filed requested with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise respect to the accrual of a running omitted portions. (a) No royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on payable under Paragraph 5.1 above with respect to the first Sale SALE of a Licensed Product LICENSED PRODUCTS between or Licensed Process by Licenseeamong LICENSEE, a Subsidiary AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject with respect to any additional accrual of royalties (for example, fees or other payments paid between or among LICENSEE and for illustration purposes only, if AFFILIATES; nor shall a royalty accrues due be payable under Paragraph 5.1 with respect to a Sale by Licensee SALES of a Licensed Product to a Sublicensee LICENSED PRODUCTS for use in clinical trials or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)as samples. (b) of all cash and In the fair market value (determined event that a LICENSED PRODUCT is sold in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee combination as a result 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 Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a sublicense true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and hereunder. Such report shall include at least (a) the like, but excluding (i) payments received by Licensee for research development pursuant to research grantsquantities of LICENSED SUBJECT MATTER that it has produced; (iib) royalty payments received by Licensee calculated on the basis total SALES, (c) the calculation of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licenseeroyalties thereon; and (ivd) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments subject are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the payment of royalties under Section 5.b omitted portions. in various parts of the Patent Assignment Agreement. LICENSED TERRITORY and its commercialization plans for the upcoming year. (c) A fee 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).Texas M.

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board LICENSOR to Licensee LICENSEE under this AgreementAGREEMENT, Licensee agrees LICENSEE will pay or deliver to pay Board LICENSOR the following: (a) Running royalties consideration provided for in an amount equal to two and a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royaltiesArticle 5. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent [****Text has been omitted pursuant ] LICENSEE shall pay to LICENSOR a royalty equal [****] for all LICENSED PRODUCTS (the “ROYALTY”). 5.2 All SUBLICENSE REVENUES shall be reported and SUBLICENSE PAYMENTS (defined below) paid to LICENSOR by LICENSEE within [****] of LICENSEE’s receipt of such SUBLICENSE REVENUES. LICENSEE’s reports to LICENSOR regarding SUBLICENSE REVENUES shall contain an explanation and calculation of the amount of SUBLICENSE PAYMENTS due to LICENSOR. LICENSEE shall pay LICENSOR a non-creditable, non-refundable percentage of SUBLICENSE REVENUES (“SUBLICENSE PAYMENTS”) as follows: [****] of SUBLICENSE REVENUES received within [****] from the EFFECTIVE DATE; [****] of SUBLICENSE REVENUES received after [****] from the EFFECTIVE DATE and before [****] from the EFFECTIVE DATE; and [****] of SUBLICENSE REVENUES received after [****] from the EFFECTIVE DATE. For clarity, LICENSEE shall not be obligated to pay any portion of sublicensing fees or payments it receives from a third party which are attributable to a confidentiality requestsublicense or grant of rights to LICENSEE technology which does not constitute part of the PATENT RIGHTS. Omitted text has been filed with For further clarity, LICENSOR acknowledges that LICENSEE intends to assign its rights under this AGREEMENT to Xenetic Biosciences, Inc., a Nevada corporation (“XBIO”) (the Securities and Exchange Commission“XBIO ASSIGNMENT”) in exchange for 2,625,000 shares of XBIO common stock (the “LICENSEE XBIO SHARES”). Assignment Agreement The XBIO ASSIGNMENT will be considered a sublicense or assignment for purposes of this AGREEMENT. At the closing of the XBIO ASSIGNMENT, LICENSEE shall direct that 656,250 of the LICENSEE XBIO SHARES (or, but the “SHARES”) be issued to LICENSOR as the sole SUBLICENSE PAYMENT for the second paragraph XBIO ASSIGNMENT (with LICENSEE retaining the remaining 1,968,750 LICENSEE XBIO SHARES). At the closing of such Section 5.athe XBIO ASSIGNMENT, would have given rise LICENSOR agrees to such accrual) it shall not give rise execute that certain Lock-Up Agreement, attached hereto as EXHIBIT B with respect to its SHARES and to be bound by the accrual of a running royalty under this 6.1(a)terms thereof. It is understood the parties’ intent that all the benefits and agreed by burdens of ownership of the parties that SHARES will be issued to the payment LICENSOR on the closing date of royalties the XBIO ASSIGNMENT. From and after the effective date of the XBIO ASSIGNMENT and the issuance of 656,250 SHARES to LICENSOR pursuant to this Section 6.1(a) provision, XBIO shall be made only on deemed to be the first Sale LICENSEE hereunder, and OPKO Pharmaceuticals, LLC shall have no further obligations to LICENSOR under this AGREEMENT. 5.3 LICENSEE also agrees to pay and shall pay LICENSOR the following non-creditable, non-refundable milestones as follows: Milestone Payment Upon a Change of Control Event in which total consideration is less than or equal to $[****] $ [****] Upon a Licensed Product or Licensed Process by LicenseeChange of Control Event in which total consideration exceeds $[****] $ [****] [****] $ [****] Upon reaching aggregate NET SALES of $[****] in any combination of markets and/or indications $ [****] Upon reaching aggregate NET SALES of $[****] in any combination of markets and/or indications $ [****] 5.4 In the event of late payments to LICENSOR due under this Article 5, a Subsidiary or a Sublicensee, and that subsequent Sales penalty of [****] of the same Licensed Product or Licensed Process amount due will be assessed monthly and due additionally from LICENSEE for which each such late payment. 5.5 During the term of this AGREEMENT and for [****] thereafter, LICENSEE agrees to keep complete and accurate records of its and its SUBLICENSEES’ NET SALES under the license granted in this AGREEMENT in sufficient detail to enable the royalties and milestones payable hereunder to be determined. LICENSOR shall have been accrued pursuant the right to request that an audit be performed on LICENSEE’s accounting records by an independent auditor reasonably acceptable to LICENSEE, on a confidential basis, for the purpose of determining whether LICENSEE has complied with the payment and expenditure terms of this Section 6.1(a) AGREEMENT. LICENSOR agrees such audits shall not be subject requested any more frequently than [****]. If a payment deficiency for [****], whichever is larger, then [****]. The auditor shall disclose to LICENSOR only information relating to the accuracy of the payments and required expenditures. 5.6 Within [****] after the end of [****] of the valid term of this AGREEMENT, beginning immediately after the first commercial SALE of LICENSED PRODUCT or LICENSED PROCESS, LICENSEE must deliver to LICENSOR a true and accurate written report, even if no payments are due LICENSOR, giving the particulars of the business conducted by LICENSEE and its SUBLICENSEE(S), if any additional accrual exist, during the preceding [****] under this AGREEMENT as are pertinent to calculating payments hereunder. Such reports will be on a per-country and per-product basis and presented substantially in the form as shown in EXHIBIT C attached hereto. Simultaneously with the delivery of royalties each report, LICENSEE must pay to LICENSOR the amount due, if any, for the period of each report. 5.7 All amounts payable here by LICENSEE must be paid in United States dollars without deductions for taxes, assessments, fees, or charges of any kind. Royalties accruing on SALES in countries other than the United States must be paid in United States dollars in amounts based on the rate of exchange as quoted in the Wall Street Journal (for exampleWSJ) as of the last business day of the reporting period. If the WSJ does not publish any such rate, a comparable rate publication will be agreed upon from time to time by the parties, and with respect to each country for illustration purposes onlywhich such rate is not published by the WSJ or in a comparable publication, if a royalty accrues due to a Sale the parties will use the prevailing rate for bank cable transfers for such date, as quoted by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty leading United States banks in New York City dealing in the foreign exchange market. 5.8 All payments must be payable to Board). (b) of all cash LICENSOR and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject sent to the payment of royalties under address listed in Section 5.b of the Patent Assignment Agreement. 17.2. (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In consideration a. TTL will report to WAFT Partners (PART), c/o Xxxxxxx X. XxXxxxx (CAM), Xxxxx 000, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000, all Running Royalty for each calendar quarter of rights granted the License Term during the first month of the next ensuing calendar quarter, may include with each such report full payment of royalty due for (and reported for) the preceding quarter's operations, will include in the report for the fourth (4th) quarter of each calendar year an itemization by Board major customers and a listing of Running Royalty accrued and payable or paid for each quarter in that year . b. Quarterly and annual royalty reports will be signed and be certified as accurate and complete by an authorized officer of TTL; ail such reports and all royalty payments will be sent, together or separately, to Licensee WAFT Partners, as above, a and at year end will include explicit comparison with the Minimum Annual Royalty target for that year, and be accompanied by payment of any deficiency of the year's Running Royalty paid relative to the Minimum Annual Royalty due for that year. c. TTL will keep accurate and complete records of all business done pursuant to this Agreement and will make such records available to WHR and to PART, no more than two (2) persons at once-for inspection during regular business hours, upon at least three (3) business days' advance notice, to determine Royalties accrued and paid or unpaid, and any other information due hereunder. d. Refusal by TTL to report or to pay Royalty, or to maintain or make available records of business done hereunder, will forfeit TTL's good standing under this Agreement, Licensee agrees if not remedied within thirty (30) days, unless limited to pay Board the following: nonpayment of money, which may be remedied within forty-five (a45) Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leaseddays, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a due date of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (ornext quarterly report, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It whichever is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)later. (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee agrees to LICENSEE will pay Board BOARD the following: (a) Running royalties a. a non-refundable license documentation fee in the amount of $10,000.00, due and payable within 30 days of LICENSEE’S receipt of a fully executed AGREEMENT from BOARD; b. an annual license reissue fee in the amount equal to two of [***], due and a half percent (2.5%) payable on each anniversary of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for EFFECTIVE DATE beginning on the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of anniversary; c. a running royalty under Section 5.a of the Patent equal to [***] of NET SALES; d. milestone fees according to the table below, due and payable within 30 days of each milestone event for a LICENSED PRODUCT: Initiation of PHASE 1 CLINICAL STUDIES [*Text **] Initiation of PHASE 2 CLINICAL STUDIES [***] Initiation of PHASE 3 CLINICAL STUDIES [***] Filing of a new drug application [***] Regulatory Approval [***] [***] The following portion has been omitted pursuant to a confidentiality request. Omitted text Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Assignment Agreement (orFor the purpose of this Section 5.1e, “Initiation” means the date the first patient is dosed by or on behalf of LICENSEE; e. if LICENSEE is required to pay royalties to a third party under patents owned by such third party to manufacture, have manufactured, use, import, offer for SALE and/or SELL LICENSED PRODUCTS for use within FIELD, then LICENSEE may reduce the royalty payment owed to BOARD on the same LICENSED PRODUCT under Section 5.1c by [***] of the royalty paid to such third party, but for in no event shall such reduction, alone or in combination with a reduction as described in Section 5.1f, result in a royalty of [***] of the second paragraph royalties due pursuant to Section 5.1c; f. if LICENSEE is required to pay royalties on a LICENSED PRODUCT under any other license agreement between BOARD and LICENSEE covering any patents naming Xxxxxx Xxxxxx as inventor and developed at UT SOUTHWESTERN before the EFFECTIVE DATE, then LICENSEE may reduce the royalty payment owed to BOARD on the same LICENSED PRODUCT under Section 5.1c by [***] paid to BOARD under such other license agreement, but in no event shall such reduction, alone or in combination with a reduction as described in Section 5.1e, result in a royalty of such less than [***] of the royalties due pursuant to Section 5.a, would have given rise to such accrual) it shall not give rise 5.1c; g. all out-of-pocket expenses paid by UT SOUTHWESTERN prior to the accrual of a running royalty under this 6.1(a)EFFECTIVE DATE in filing, prosecuting and maintaining PATENT RIGHTS. It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall All future expenses will be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board). (b) of all cash and the fair market value (determined paid in accordance with Section 6.6) Paragraph 13.3; h. a sublicense fee of non-cash [***] of all consideration received by Licensee LICENSEE from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes any sublicensee pursuant to Paragraph 4.3 above, including but not limited to licensing to, marketing, distribution, franchise, option, annual license or option fees, marketing fees, license renewal fees and bonus and milestone payments, bonus other than development milestones, and expressly excluding any up-front cash payments, milestones payments and the likefor development milestone events, including, but excluding (i) payments received by Licensee not limited to, those listed in Section 5.1d, royalties on NET SALES and research and development money, within 30 days of LICENSEE’S receipt of any such consideration. In the event any such consideration is paid to LICENSEE in the form of equity securities, the value of such equity securities will be calculated as the average market value of the class of stock involved for research development pursuant 5 consecutive days preceding the transfer to research grants; (ii) royalty payments received by Licensee calculated LICENSEE, if a public market exists for same, or if no public market exists the price of such equity securities on the basis date of Net Sales transfer to LICENSEE as determined by the sublicensee's board of directors. In cases where the sublicense or assignment agreement calls for payment to LICENSEE of a premium over the market value, BOARD will also share [***] of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees premium paid to Board LICENSEE. In the event a sublicense agreement includes the type of consideration covered under this Section 6.1(c) shall count against minimum annual running royalties payable 5.1h for a combination of LICENSED SUBJECT MATTER and LICENSEE’S other technologies, the amount due will be reasonably determined by the parties based on the relative value of LICENSED SUBJECT MATTER and LICENSEE’S additional technology; and i. a sublicense fee of [***] of any up-front cash payment, including any initial license, license issuance or documentation fees, or [***], whichever is less, received by LICENSEE from any sublicensee pursuant to Paragraph 4.3 above within 30 days of LICENSEE’s receipt of any such consideration. For the avoidance of doubt, in the event that LICENSEE does not receive any up-front cash payment in connection with any sublicense agreement, [***] shall be due by LICENSEE under this Section 6.1(a)5.

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee LICENSEE agrees to pay Board MDA the following: (a) Running royalties in an amount equal to two One and a one half percent (2.51.5%) of Net Sales NET SALES attributed to SALES of each Licensed Product LICENSED PRODUCTS by LICENSEE, AFFILATES and each Licensed Process manufacturedSUBLICENSEES; and (b) For any advance payment received by LICENSEE from a third party pursuant to a sublicense, importedmarketing, exported, used, leaseddistribution, or Sold franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, LICENSEE: one and one half percent (1.5%) of said advance payment. (c) LICENSEE will not be obligated to pay MDA any portion of any advanced payment received by LICENSEE from a third party that the minimum annual is not creditable against future running royalties payable to be received by LICENSEE. (d) If LICENSEE desires to fund sponsored research, and particularly where LICENSEE receives R&D money in lieu of or in addition to royalty revenues pursuant to a sublicense, LICENSEE shall give good faith consideration to funding such proposals at MDA. 5.2 In the Board event that more than one patent within the PATENT RIGHTS is applicable to any LICENSED PRODUCT subject to royalties under this Article V, then only one royalty shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% MDA in respect of Net Sales such quantity of Licensed Products the LICENSED PRODUCTS and Licensed Processes in any event no more than one royalty will be payable hereunder with respect to any particular LICENSED PRODUCT unit. In addition: (a) No royalty shall be payable under Paragraph 5.1 above with respect to the extent SALE of LICENSED PRODUCTS between or among LICENSEE, AFFILIATES and SUBLICENSEES, provided that such Licensed Products LICENSED PRODUCTS are to be resold to unrelated third parties, or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject respect to any additional accrual of royalties (for example, fees or other payments paid between or among LICENSEE and for illustration purposes only, if AFFILIATES; nor shall a royalty accrues due be payable under Paragraph 5.1 with respect to a Sale by Licensee SALES of a Licensed Product to a Sublicensee LICENSED PRODUCTS for use in clinical trials or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)as samples. (b) of all cash and In the fair market value (determined event that a LICENSED PRODUCT is sold in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee combination as a result 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 Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for one (1) year thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD’s expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent that the amounts due to BOARD are determined to have been underpaid LICENSEE shall pay the cost of such examination. and accrued interest at the highest allowable rate. 5.4 Within thirty (30) days after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a sublicense true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and hereunder. Such report shall include at least (a) the like, but excluding (i) payments received by Licensee for research development pursuant to research grantsquantities of LICENSED SUBJECT MATTER that it has produced; (iib) royalty payments received by Licensee calculated on the basis total SALES, (c) the calculation of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licenseeroyalties thereon; and (ivd) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments subject are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE’s efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER in various parts of the LICENSED TERRITORY and its commercialization plans for the upcoming year. 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of Texas M.D. Xxxxxxxx Cancer Center. Any withholding or other tax that LICENSEE, an AFFILIATE, or a SUBLICENSEE are required by law to withhold shall be deducted from royalties owing to MDA hereunder and promptly paid to the payment taxing authority. If royalties paid to LICENSEE or an AFFILIATE by a SUBLICENSEE on NET SALES of LICENSED PRODUCTS are reduced for withholding or similar wees, LICENSEE may deduct a portion of such we from the royalties under Section 5.b payable to UNIVERSITY with respect to such Net Sales; the portion to be so deducted shall equal the amount of the Patent Assignment Agreementtax multiplied by the fraction B/A, where “A” equals the gross royalty payable to LICENSEE on such Net Sales prior to the withholding or similar tax, and “B” equals the gross royalty payable to UNIVERSITY on such Net Sales prior to the reduction under this Section 5.6. In regard to any tax so deducted, LICENSEE shall furnish UNIVERSITY with proper evidence of the taxes paid. In the event that LICENSEE realizes a reduction in its U.S. tax liability by reason of a foreign tax credit with respect to withholding taxes so deducted from royalties payable to MDA hereunder, LICENSEE shall pay to MDA the amount of such reduction in its U.S. tax liability. (c) A fee 5.7 LICENSEE shall reimburse MDA for all of $75,000 plus all reasonable legal costs and fees its out-of-pocket expenses thus far incurred by Board for in filing, prosecuting, obtaining enforcing and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter PATENT RIGHTS exclusively licensed hereunder and which were not already reimbursed pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed Option Agreement in prior applications, or new compositions for uses that are already disclosed or claimedExhibit I hereto, and other modifications shall pay all such future expenses so long as and in such countries as its license remains exclusive. In the event that LICENSEE notifies MDA that it does not wish to reimburse further expenses of prosecuting or improvements maintaining any application or patent within the PATENT RIGHTS in any country, LICENSEE shall not be responsible for any such expenses with respect to such application or patent after MDA’s receipt of TP508 Technologysuch notice, and LICENSEE’s license under Paragraph 4.1 above shall become nonexclusive with respect to such application (and any patent issuing thereon) or patent in such country. Fees paid to Board MDA will invoice LICENSEE on a quarterly basis beginning October 1, 1994, with such invoices being due and payable within thirty (30) days thereafter. 5.8 No payments due or royalty rates under this Section 6.1(cAGREEMENT shall be reduced as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and LICENSEE. 5.9 It is understood that royalties shall be due under 5.1(a) above only on SALES of LICENSED PRODUCTS, the SALE of which would, but for the license granted herein, infringe a VALID CLAIM in the country for which such LICENSED PRODUCT is SOLD. However, if the SALE of a LICENSED PRODUCT would infringe a VALID CLAIM in the United States, Japan and at least four (4) Major Countries in Europe, LICENSEE shall count against minimum annual running pay royalties payable pursuant to Section 6.1(a)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. As used herein, “Major Countries” shall mean the United Kingdom, France, Germany, Spain, Italy, Sweden and Switzerland.

Payments and Reports. 6.1 In 3.1 As partial consideration of for the rights granted conveyed by Board to Licensee LSU under this Agreement, Licensee LICENSEE agrees to pay Board LSU an initial, non refundable, license execution fee of dollars ($XXX). Such payment shall be delivered to LSU upon execution of the following:Agreement. 3.2 In addition to the foregoing license execution fee, LICENSEE agrees to pay to LSU an annual non refundable maintenance fee of dollars (a) Running royalties $XXX), which shall be due and payable on the first anniversary and on each subsequent anniversary of the Agreement Date. 3.3 Should LICENSEE fail to make any payment whatsoever due and payable to LSU hereunder, LSU may, at its sole option, terminate this Agreement as provided in an amount equal Section 6. 3.4 All payments due hereunder shall be deemed received when funds are credited to two LSU’s bank account and shall be payable by check or wire transfer in United States dollars. No transfer, exchange, collection or other charges, including any wire transfer fees, shall be deducted from such payments. If payments are sent by check, they shall be sent to the address listed in Paragraph 10.1. If payments are sent by wire transfer, they shall be sent using the wiring instructions sent by LSU. 3.5 Late payments shall be subject to a charge of one and one-half percent (2.51.5%) of Net Sales of each Licensed Product and each Licensed Process manufacturedper month, imported, exported, used, leasedthe interest being compounded annually, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicenseestwo hundred fifty dollars ($250.00), provided, however, that whichever is greater. LICENSEE shall calculate the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Datecorrect late payment charge, and any amounts paid under any section of this Agreement or shall add it to each such late payment. Said late payment charge and the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products payment and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate acceptance thereof shall not negate or waive the right of LSU to seek any other remedy, legal or equitable, to which it may be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a entitled because of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with delinquency of any payment. 3.6 In the Securities and Exchange Commission. Assignment Agreement event of acquisition, merger, change of corporate name, or change of make-up, organization, or identity, LICENSEE shall notify LSU in writing within thirty (or, but for the second paragraph 30) days of such Section 5.a, would have given rise to such accrual) it shall event. 3.7 If LICENSEE does not give rise to the accrual of qualify as a running royalty under this 6.1(a). It is understood and agreed "small entity" as provided by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by LicenseeUnited States Patent and Trademark Office, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)LICENSEE must notify LSU immediately. (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In consideration 4.1 Each party shall make semi-annual royalty reports to the other party hereunder on or before February 28 and August 31 of rights granted by Board to Licensee under this Agreementeach year during the TERM. Each such royalty report will show respectively for each of XENOGEN, Licensee agrees to pay Board the followingits AFFILIATES and XENOGEN’s sublicensees, and PROMEGA and its AFFILIATES: (a) Running royalties in an amount equal to two The invoice amounts and a NET SALES OF PROMEGA LICENSED PRODUCTS or NET SALES OF XENOGEN LICENSED PRODUCTS, as the case may be, sold during the most recently completed calendar half percent year; (2.5%b) of Net Sales the number of each Licensed Product and each Licensed Process manufacturedtype of PROMEGA LICENSED PRODUCT or XENOGEN LICENSED PRODUCT, importedas the case may be, exportedsold; (c) the royalties, usedin U.S. dollars, leasedpayable hereunder with respect to such sales of PROMEGA LICENSED PRODUCTS or XENOGEN LICENSED PRODUCTS, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicenseesas the case may be; (d) the royalties, providedin U.S. dollars, however, that the minimum annual running royalties payable hereunder with respect to the Board shall be $20,000 per calendar yearNET SALES OF PROMEGA LICENSED SERVICES or NET SALES OF XENOGEN LICENSED SERVICES, prorated for as the first calendar year following case may be; (e) the Effective Datemethod used to calculate the royalty owed by XENOGEN to PROMEGA or by PROMEGA to XENOGEN, and any amounts paid under any section of as the case may be, in each category (a) through (d) set forth in this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, Paragraph 4.1. (f) an accounting of: (i) the running royalty rate shall be 3.3% respective annual license fees set forth in respect of Net Sales of Licensed Products Paragraph 3. 4.1 listing customers and Licensed Processes to addresses and the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and dollar amounts; and, (ii) the sum of the royalties credited against said respective annual license fees as provided in Paragraph 3.4.2. (g) the name and address of each entity issued a sublicense by XENOGEN during the reporting period, and any such sub-licensee not previously thus identified. 4.2 If no sales of PROMEGA LICENSED PRODUCTS or XENOGEN LICENSED PRODUCTS, as the case may be, have been made during any reporting period, a statement to this effect shall be required. 4.3 Each party’s royalty reports under Section 4.1 shall contain the names of any and all third parties for whom such party, its AFFILIATES, and XENOGEN’s sublicensees respectively have performed PROMEGA LICENSED SERVICES or XENOGEN LICENSED SERVICES, as the case may be, during the most recently completed calendar half year as set forth under this Agreement. Each party’s first such royalty report shall further contain all information required under this Paragraph 4.3 regarding any and all PROMEGA LICENSED SERVICES or XENOGEN LICENSED SERVICES, as the case may be, performed prior to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent EFFECTIVE DATE. ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running * CONFIDENTIAL TREATMENT REQUESTED 4.4 Each royalty report under this 6.1(a). It is understood and agreed Article 4 (PAYMENTS AND REPORTS) shall be accompanied by the parties that the party’s payment of royalties pursuant and sublicense issues fees and sublicensees’ royalties to this Section 6.1(a) the other party. All payments due hereunder shall be payable in United States Dollars. Conversion of foreign currency to U.S. Dollars shall be made only at the conversion rate existing in the United States as reported in the Wall Street Journal on the first Sale last working day of each royalty reporting period. 4.5 Each party hereto shall maintain at its principal office usual books of account and records showing its actions under this Agreement. Such books and records shall be open to inspection and copying, upon reasonable notice during usual business hours by an independent certified public accountant retained by one party hereunder and reasonably acceptable to the other party for three (3) years after the calendar half year to which they pertain, for purposes of verifying the accuracy of the royalties paid under this Agreement by the party being inspected. The fees and expenses of a Licensed Product or Licensed Process party’s representatives performing such examination shall be borne by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes onlysuch party. However, if a royalty accrues due an error in the reporting of expenses or proceeds of more than ten percent (10%) for any calendar semi-annual reporting period is discovered, then the fees and expenses of these representatives shall be borne by the other party. Each party hereunder and any such independent certified public accountant shall treat the other party’s books and records as confidential. 4.6 PROMEGA shall have the right for the period of two (2) years following the EFFECTIVE DATE to a Sale by Licensee inspect XENOGEN’s books and records in the manner set forth in Paragraph 4.5 for the purpose of a Licensed Product verifying: (a) XENOGEN’s sublicensing activities prior to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board).the EFFECTIVE DATE as set forth in Paragraphs 3.11 and 11.6 herein; and, (b) XENOGEN’s, its AFFILIATES’, and XENOGEN’s sublicensees’ NET SALES OF PROMEGA LICENSED PRODUCTS and NET SALES OF PROMEGA LICENSED SERVICES prior to the EFFECTIVE DATE as provided under Paragraphs 3.12 and 11.7 herein. 4.7 In the event that payments made by one party hereunder to the other party are late, such party shall pay to the other party interest charges at a rate of all cash and one percent (1.0%) per month. Such interest will be calculated from the fair market value (determined in accordance with Section 6.6) of non-cash consideration date payment was due until actually received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. such other party. (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In 5.1 Subject to the other terms of this Article V and in consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee LICENSEE agrees to pay Board BOARD the following: (a) Running royalties A running royalty as provided in an paragraph 5.2 in the case of SALES by LICENSEE or its SUBSIDIARIES; and (b) One quarter of the gross revenues or other consideration received by LICENSEE from any sublicensee but in no event less than the amount equal due pursuant to two Section 5.2 if the Sublicensee's SALES were deemed made by LICENSEE. 5.2 Subject to Section 5.3, royalty on NET SALES by LICENSEE and a half any SUBSIDIARY shall be four percent (2.54%) of Net Sales NET SALES in respect of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that LICENSED PRODUCTS SOLD. 5.3 In the minimum annual running royalties payable case of COMPOSITE PRODUCTS prior to the Board calculation of royalty due thereon NET SALES shall be $20,000 multiplied by a fraction whose numerator is the cost of active ingredients within LICENSED SUBJECT MATTER and whose denominator is the cost of all active ingredients within such COMPOSITE PRODUCT. The resulting number shall represent the NET SALES price basis for calculation of royalties due on COMPOSITE PRODUCTS. 5.4 Upon the request of BOARD but not more than once per calendar year, prorated LICENSEE shall deliver to BOARD a written report as to LICENSEE'S efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER in various parts of the LICENSED TERRITORY and its commercialization plans for the first calendar year following upcoming year. 5.5 During the Effective Dateterm of this AGREEMENT, and any amounts paid for one (1) year thereafter LICENSEE shall keep complete and accurate records of its NET SALES and (as reported to it) its sublicensee's NET SALES of LICENSED PRODUCTS and COMPOSITE PRODUCTS under any section the license granted in this AGREEMENT in sufficient detail to enable the royalties payable hereunder to be determined. LICENSEE shall permit an independent certified public accountant (hired by the BOARD and reasonably acceptable to LICENSEE), at BOARD'S expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent necessary to verify any report required under this AGREEMENT; provided such accountant is bound in confidence and may not disclose any such information except to BOARD as necessary to show underpayment. In the event that the amounts due to BOARD have been underpaid, LICENSEE shall pay the cost of such Licensed Products or Licensed Processes arise from new technology rights examination, the due amount, and accrued interest thereon at the prevailing prime rate for commercial loans. 5.6 Within forty-five (45) days after March 31, June 30, September 30 and December 31, LICENSEE shall deliver to BOARD at the addresses listed in section 16.2 a true and accurate report, giving such particulars of the business conducted by LICENSEE during the preceding calendar quarter under this AGREEMENT as are pertinent to an account for payments hereunder. Such report shall include at least (a) the quantifies of LICENSED SUBJECT MATTER that Licensee elects to add to Licensed Subject Matter after it has SOLD; (b) the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 total SALES; (c) the calculation of royalties thereon; and (iid) the total royalties so computed due BOARD. Simultaneously with the delivery of each such report LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments are due, it shall be so reported. LICENSEE shall impose on sublicensees similar reporting and payment obligations and shall provide BOARD similar reports from sublicensees as they relate to BOARD'S entitlements under section 5.1(b) to the extent that a Sale gives rise received during such quarter or thereafter up until fifteen (15) business days prior to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but due date for the second paragraph report on LICENSEE'S SALES. Simultaneously with its report on such sublicensee activity, LICENSEE shall pay to BOARD amounts due under section 5.1(b). 5.7 All amounts payable hereunder by LICENSEE shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of such Section 5.a, would have given rise any kind. Checks for amounts due to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) BOARD shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)The University of Texas at Dallas and mailed to: Office of Sponsored Projects, The University of Texas at Dallas, X.X. Xxx 000000, Xxxxxxxxxx, Xxxxx, 00000-0000, Attention: Xx. Xxxxxxxx Xxxxx. (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In consideration The Company shall deliver to the Minister royalty reports with respect to Revenue generated by the Company and its sub-licensees during each SIX (6) month period ending September 30 and March 31 of rights granted by Board each Licence Year within THIRTY (30) days immediately following September 30 and March 31 of that Licence Year (“Royalty Reports”); these Royalty Reports shall provide information needed to Licensee under this Agreementcalculate royalties, Licensee agrees to pay Board the followingincluding: (a) Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales the quantity of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, used or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed sold by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, Company and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board).its sub-licensees during each reporting period; (b) of all cash the date when, and the fair market value (determined country in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for which, Licensed Products were used or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. .sold; (c) A the Sale Price of each Licensed Products reported in subsection (a) herein; and (d) The Revenue, and the royalties and other amounts accrued to the Minister under this Agreement for the reporting period. 6.2 Upon receipt of Royalty Reports for any SIX (6) month period, the Minister will inform the Company if any portion of the royalties should be paid to CSH Innovation Ltd., and within THIRTY (30) days of being so informed the Company shall deliver a payment to CSH Innovation Ltd. as directed by the Minister, and a payment to the Minister for the remaining royalties due for such SIX (6) month period. 6.3 Royalty Reports are due whether or not the Company and its sub-licensees have used or sold any Licensed Products. If during any reporting period the Company and its sub-licensees have not used or sold any Licensed Products, the Company shall submit a nil Royalty Report stating that no Licensed Products were used or sold by the Company and its sub-licensees. 6.4 The first Royalty Report shall be for the period starting as of the date of this Agreement and ending September 30, 2010, and each report thereafter shall be for each subsequent SIX (6) month period during the term of this Agreement. Reports shall be substantially in the form provided as Schedule B attached hereto and shall be certified to be accurate and correct by the Treasurer or other senior officer of the Company. 6.5 All payments to the Minister under this Agreement shall be in favour of the Receiver General for Canada, and all payments and reports shall be delivered at: Revenue Accounting Fisheries and Oceans Canada 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xx, X0X 0X0 and a copy of each Royalty Report shall concurrently be delivered at the Minister's address designated in the Article entitled Notice in this Agreement. 6.6 With respect to each overdue payment, in addition to the overdue payment owing to the Minister, the Company shall promptly upon request pay to the Minister the higher of: (a) an administration fee of ONE HUNDRED dollars ($75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents 100) for each new patent application relating month or portion thereof a payment is overdue; and (b) interest compounded annually at a rate set from time to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is time by the Minister, but not applicable exceeding the Bank of Canada rate on the due date plus 5%, on any amount due to the Patent Rights Minister under this Agreement, from the due date of the payment until the date of receipt of the payment in full. 6.7 The company shall pay to the Minister an administration fee of ONE HUNDRED dollars ($100) for each month or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimedportion thereof a report is overdue. 6.8 Interest charges and administration fees on any overdue Royalty Reports, and other modifications royalty payments may be requested at any time by the Minister even if such interest charges and administration fees were not requested by the Minister at the time such late Royalty Reports and royalty payments were first remitted or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a)remained outstanding.

Payments and Reports. 6.1 In consideration a. TTL will report to BPV Partners (PART), c/o Xxxxxxx X. XxXxxxx (CAM) Xxxxx 000, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx, XX 00000, all Running Royalty for each calendar quarter of rights granted the License Term during the first month of the next ensuing calendar quarter, may include with each such report full payment of royalty due for (and reported for) the preceding quarter's operations, will include in the report for the fourth (4th) quarter of each calendar year an itemization by Board to Licensee under this Agreement, Licensee agrees to pay Board the following: (a) Running royalties in an amount equal to two major customers and a half percent (2.5%) listing of Net Sales Running Royalty accrued and payable or paid for each quarter in that year . b. Quarterly and annual royalty reports will be signed and be certified as accurate and complete by an authorized officer of each Licensed Product TTL; all such reports and each Licensed Process manufacturedall royalty payments will be sent, importedtogether or separately, exportedto BPV Partners, usedas above, leasedand at year end will include explicit comparison with the Minimum Annual Royalty target for that year, or Sold and be accompanied by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that payment of any deficiency of the minimum annual running royalties payable year's Running royalty paid relative to the Board shall be $20,000 per calendar Minimum Annual Royalty due for that year. c. TTL will keep accurate and complete records of all business done pursuant to this Agreement and will make such records available to RAJ and to PART, prorated no more than two (2) persons at once, for the first calendar year following the Effective Dateinspection during regular business hours, upon at least three (3) business days' advance notice, to determine Royalties accrued and paid or unpaid, and any amounts paid other information due hereunder. d. Refusalby TTL to report or to pay Royalty, or to maintain or make available records of business done hereunder, will forfeit TTL's good standing under any section of this Agreement if not remedied within thirty (30) days, unless limited to non-payment of money, which may be remedied within forty-five (45) days or by the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a due date of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (ornext quarterly report, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It whichever is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)later. (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee agrees to pay Board the following: (a) Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for Beginning with the first calendar year fiscal quarter following the Effective Date, and any amounts paid first determination under any section Article 5 of this Agreement or that a Royalty-Bearing Stent exists, within sixty (60) days of the Patent Assignment close of each fiscal quarter of BSC, BSC shall deliver a written report to Medinol specifying the applicable royalty rate revenue base for such Royalty-Bearing Stent for such quarter, accompanied by payment of the applicable royalty thereon (and any interest thereon pursuant to Section 5.11). With respect to any Royalty-Bearing Stent, the first such report shall include a statement as to the cumulative applicable royalty rate revenue base for such Royalty-Bearing Stent from the first commercial sale thereof through the beginning of such first fiscal quarter, accompanied by payment of the applicable royalty thereon (and any interest thereon pursuant to Section 5.11). 6.2 This reporting obligation shall cease after the last royalty payment for a Royalty-Bearing Stent due under this Agreement has been paid. 6.3 Payments shall be made in United States currency and shall be calculated, with respect to University or Board by Licensee foreign currency exchange calculations, in a given year after manner substantially similar to the Effective Date methodologies utilized by the BSC Companies for their other foreign currency exchange calculations during the relevant reporting period. In addition to any interest pursuant to Section 5.11, if BSC fails to pay royalties when due as provided in Section 6.1, any such overdue amount shall count against bear interest at the minimum annual running royaltiesrate of 10% per annum, compounding annually, from the due date of such payment to the actual date of payment. 6.4 With respect to the royalty and reporting set forth in this Article 6, the BSC Companies and their Affiliates shall keep accurate records with respect to all Royalty-Bearing Stents. Notwithstanding These records shall be retained until the foregoing, later to occur of (i) the running third anniversary of delivery to Medinol of the report under Section 6.1 for the period to which they relate and (ii) three (3) months following completion of any examination and audit thereof pursuant to the next sentence that is commenced prior to such third anniversary. Medinol shall have the right through a mutually agreed upon independent certified public accountant and at its expense, to examine and audit, not more than once a year, and during normal business hours, all such records and such other records and accounts as may under recognized accounting practices contain information bearing upon the amount of royalty payable to Medinol under this Agreement. Adjustment shall be made by the BSC Companies promptly (and in any event within sixty (60) days) to compensate for any errors and/or omissions disclosed by such examination or audit. If such error and/or omission results in an underpayment exceeding five percent of the royalties due and owing, the BSC Companies shall pay Medinol for the reasonable costs of the audit. If Medinol fails to invoke its audit rights within three (3) years following the end of any calendar year covered in a report or reports under Section 6.1, the calculation of the applicable royalty rate revenue base and royalties for such calendar year in such report or reports shall be 3.3% in final, binding and conclusive. BSC acknowledges that this Section 6.4 may require BSC to maintain records with respect to sales of Net Sales of Licensed Products and Licensed Processes Stents for periods before such Stents are identified as Royalty-Bearing Stents, for periods prior to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date any notice pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) for periods prior to the extent Effective Date. 6.5 Medinol shall treat any information that a Sale gives rise to it obtains from the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties BSC Companies pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product Article 6, through reports, audits, or Licensed Process by Licenseeotherwise, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board). (b) of all cash and the fair market value (determined confidentially in accordance with Section 6.6) Article 10 of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to and use such information solely for purposes of calculating the Patent Rights royalties on Royalty-Bearing Stents or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board enforcing its rights under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a)Agreement.

Payments and Reports. 6.1 In 3.1 As partial consideration of for the rights granted conveyed by Board to Licensee LSU under this Agreement, Licensee LICENSEE agrees to pay Board LSU an initial, non refundable, license execution fee of dollars ($XXX). Such payment shall be delivered to LSU upon execution of the following:Agreement. 3.2 In addition to the foregoing license execution fee, LICENSEE agrees to pay to LSU an annual non refundable maintenance fee of dollars (a) Running royalties $XXX), which shall be due and payable on the first anniversary and on each subsequent anniversary of the Agreement Date. 3.3 Should LICENSEE fail to make any payment whatsoever due and payable to LSU hereunder, LSU may, at its sole option, terminate this Agreement as provided in an amount equal Section 6. 3.4 All payments due hereunder shall be deemed received when funds are credited to two LSU’s bank account and shall be payable by check or wire transfer in United States dollars. No transfer, exchange, collection or other charges, including any wire transfer fees, shall be deducted from such payments. If payments are sent by check, they shall be sent to the address listed in Paragraph 10. 1. If payments are sent by wire transfer, they shall be sent using the wiring instructions sent by LSU. 3.5 Late payments shall be subject to a charge of one and one-half percent (2.51.5%) of Net Sales of each Licensed Product and each Licensed Process manufacturedper month, imported, exported, used, leasedthe interest being compounded annually, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicenseestwo hundred fifty dollars ($250.00), provided, however, that whichever is greater. LICENSEE shall calculate the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Datecorrect late payment charge, and any amounts paid under any section of this Agreement or shall add it to each such late payment. Said late payment charge and the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products payment and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate acceptance thereof shall not negate or waive the right of LSU to seek any other remedy, legal or equitable, to which it may be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a entitled because of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with delinquency of any payment. 3.6 In the Securities and Exchange Commission. Assignment Agreement event of acquisition, merger, change of corporate name, or change of make-up, organization, or identity, LICENSEE shall notify LSU in writing within thirty (or, but for the second paragraph 30) days of such Section 5.a, would have given rise to such accrual) it shall event. 3.7 If LICENSEE does not give rise to the accrual of qualify as a running royalty under this 6.1(a). It is understood and agreed "small entity" as provided by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by LicenseeUnited States Patent and Trademark Office, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)LICENSEE must notify LSU immediately. (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 5.1 In consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee LICENSEE agrees to pay Board MDA the following: (a) Running royalties in an amount equal [*] of NET SALES attributed to two SALES of LICENSED PRODUCTS by LICENSEE, AFFILIATES and SUBLICENSEES; and (b) For any advance payment received by LICENSEE from a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufacturedthird party pursuant to a sublicense, importedmarketing, exported, used, leaseddistribution, or Sold franchise agreement, other than amounts paid to LICENSEE in reimbursement of development or other costs, as provided for in Article 4.3 hereof and which is creditable against future royalties to be received by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable LICENSEE:[*] of said advance payment. (c) LICENSEE will not be obligated to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Datepay MDA any portion of any advanced payment received by LICENSEE from a third party [*]. (d) If LICENSEE desires to fund sponsored research, and any amounts paid under any section particularly where LICENSEE receives R&D money in lieu of this Agreement or the Patent Assignment Agreement in addition to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date revenues pursuant to Section 5.5 and a sublicense, LICENSEE shall give good faith consideration to funding such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent proposals at MDA. [****Text ] Certain information on this page has been omitted pursuant to a confidentiality requestand filed separately with the Commission. Omitted text Confidential treatment has been filed requested with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise respect to the accrual of a running omitted portions. (a) No royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on payable under Paragraph 5.1 above with respect to the first Sale SALE of a Licensed Product LICENSED PRODUCTS between or Licensed Process by Licenseeamong LICENSEE, a Subsidiary AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS are to be resold to unrelated third parties, or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject with respect to any additional accrual of royalties (for example, fees or other payments paid between or among LICENSEE and for illustration purposes only, if AFFILIATES; nor shall a royalty accrues due be payable under Paragraph 5.1 with respect to a Sale by Licensee SALES of a Licensed Product to a Sublicensee LICENSED PRODUCTS for use in clinical trials or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)as samples. (b) of all cash and In the fair market value (determined event that a LICENSED PRODUCT is sold in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee combination as a result 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 Article V shall be as reasonably allocated by LICENSEE between such LICENSED PRODUCT and such other product or components, based upon their relative importance and proprietary protection as commercially reasonable. 5.3 During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall keep complete and accurate records if its SALES and NET SALES of LICENSED PRODUCTS and other income subject to royalties hereunder and all revenues received from all SUBLICENSEES to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and [*] are determined to have been underpaid LICENSEE shall pay the cost of such examination, and accrued interest at the highest allowable rate. 5.4 Within [*] after March 31, June 30, September 30, and December 31, LICENSEE shall deliver to BOARD and MDA a sublicense true and accurate report, giving such particulars of the business conducted, if any, by LICENSEE, including all revenues received from all SUBLICENSEES, during the preceding three (3) calendar months under this AGREEMENT as are pertinent to an account for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and hereunder. Such report shall include at least (a) the like, but excluding (i) payments received by Licensee for research development pursuant to research grantsquantities of LICENSED SUBJECT MATTER that it has produced; (iib) royalty payments received by Licensee calculated on the basis total SALES, (c) the calculation of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licenseeroyalties thereon; and (ivd) the total royalties so computed and due BOARD. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period of such report. If no payments subject are due, it shall be so reported. 5.5 Upon the request of BOARD or MDA but not more often than once per calendar year, LICENSEE shall deliver to BOARD and MDA a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the payment of royalties under Section 5.b of the Patent Assignment Agreement. omitted portions. (c) A fee 5.6 All amounts payable hereunder by LICENSEE shall be payable in United States funds. Checks shall be made payable to The University of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).Texas M.

Payments and Reports. 6.1 In consideration of 4.01 For the rights granted by Board to Licensee under this Agreement, LICENSEE shall pay to LICENSOR as licensing fee, ** for every column for the first ** columns sold to users. LICENSOR shall provide packing material for said columns. The first material for packing columns shall be available starting January 9, 1995. The Licensee agrees fee shall be paid quarterly for only those columns that have been actually sold. 4.02 For the rights granted under this Agreement, LICENSEE shall pay to pay Board LICENSOR as a royalty ** of NET SALES of columns and bulk media sold beyond the following:first ** columns. A minimum royalty payment of ** per year shall be paid on a quarterly basis. Royalty payments shall be effective starting January 1, 1995, but amount of royalty payment shall be deducted from licensing fee until the first ** columns have been sold. 4.03 LICENSEE shall make written reports to LICENSOR within sixty (a60) Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales days after the end of each Licensed Product calendar quarter during the term of this Agreement. Each report shall state the net sales of the PRODUCT during the calendar quarter. The report shall also set forth the manner in which the license fee and royalty has been computed. The license fee and royalty for PRODUCTS sold during each Licensed Process manufacturedcalendar quarter shall be due and payable with the report for that quarter. 4.04 LICENSEE shall maintain sufficiently detailed book and records for the PRODUCT sold or used by LICENSEE and AFFILIATES to enable LICENSOR to verify the payments made to LICENSOR by LICENSEE. LICENSEE shall permit an accountant, importedappointed by LICENSOR and reasonably acceptable to LICENSEE, exportedto inspect, usedat reasonable times and upon reasonable notice, leasedbut not to exceed once per year, or Sold the book and records of licensee relating to the sale of PRODUCT. The accountant shall report to LICENSOR only whether the amounts reported and paid to LICENSOR by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, providedLICENSEE are accurate. In no event, however, shall an examination of LICENSEE's book be made for a period prior to three (3) years before the date such audit is requested by LICENSOR. In the event the accountant reports to LICENSOR that LICENSEE has underpaid the minimum annual running royalties payable amounts due to LICENSOR by more than ten percent (10%), then LICENSEE shall bear the costs of such audit. 4.05 LICENSEE shall pay all reasonable costs for US and Europe patent costs and shall make reasonable efforts to argue the prosecution of the application to the Board appropriate patent examiners. LICENSEE shall have the right to pursue patent rights in any other country that LICENSEE determines to be commercially in the best interest of LICENSEE. LICENSEE shall inform LICENSOR of all steps of prosecution and defense of the patent applications or patents thereof. Should LICENSEE intend to abandon or assign any application or any part thereof, LICENSEE will provide the possibility for LICENSOR to acquire said applications or parts thereof. LICENSOR shall be $20,000 per calendar year, prorated responsible for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in reassignment costs. LICENSOR will retain a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board). (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. exclusive license. (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In consideration 4.1 COBALT shall remit payment for shipments of rights granted Product delivered by Board PFIZER to Licensee under this AgreementCOBALT in U.S. dollars within [**] days of PFIZER’s invoice. The invoice shall be issued by PFIZER only after shipment of the Product and shall reflect the Supply Price as of the date of shipment by PFIZER for each dosage strength of the Product, Licensee agrees to pay Board the followingThe Supply Prices shall be as follows: (a) Running royalties in an amount equal the event that the Commencement Date is prior to two November 30, 2011, the applicable Supply Price for each dosage strength of the Product shall be those prices set forth on Exhibit B-1 attached hereto, which provides for the supply prices for the initial 180 days after the Commencement Date (the “Initial 180 Day Period”) as well as for the remainder of the initial period up to the first anniversary of the Commencement Date (the “Remainder of Initial ‘Year Period”), subject to the adjustments contemplated by Section 4.2(b) and Section 4.2(c) below; and (b) in the event that the Commencement Date is November 30, 2011, the applicable Supply Price for each dosage strength of the Product shall be those prices set forth in the Initial 180 Day Period in Exhibit B-1 attached hereto. However, when a half percent Third Party makes the Generic Product available for purchase in commercial quantities (2.5meaning at least 10% or more availability to major wholesalers, retail pharmacy chains and managed care providers sufficient to meet a significant portion (at least 10%) of Net Sales of each Licensed Product and each Licensed Process manufacturedsuch Third Party’s initial stocking requirements), imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated applicable Supply Price for the first calendar year 180 days after such entry by the Third Party shall be the prices set forth in the Initial 180 Day Period in Exhibit B-1 attached hereto, subject to the adjustments contemplated by Section 4.2(b) and Section 4.2(c) below. Immediately upon the 181ST day after such entry by the Third Party, the applicable Supply Price shall be the prices set forth in the Remainder of Initial Year Period in Exhibit 13-1, also subject to the adjustments contemplated by Section 4.2(b) and Section 4.2(c) below. Ninety (90) days prior to the end of each of the first anniversary and each succeeding anniversary of the Commencement Date, COBALT and PFIZER agree to discuss in good faith the establishment of a new schedule of Supply Prices. If the Parties do not agree on a new schedule of Supply Prices, the Supply Prices set forth on Exhibit B-1 under the heading “Remainder of Initial Year Period” (subject to the adjustments contemplated by Section 4.2(b) and Section 4.2(c) below), plus an increase equal to the increase in the PPI for each Calendar Quarter thereafter in which shipment of Product occurs with such PPI calculated and compounded quarterly), shall continue to be effective. (a) Within forty-five (45) days following the Effective Dateend of each Reporting Period, COBALT will determine the quantity of each dosage strength of the Product sold by COBALT, its Authorized Sublicensees and/or their respective Affiliates during the Reporting Period, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of corresponding Net Sales and aggregate Supply Price associated with the units sold by COBALT, its sublicensees and/or their respective Affiliates during the Reporting Period. Additionally, within forty-five (45) days following the end of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual each Reporting Period, COBALT will provide PFIZER with ending inventory quantities for each dosage strength of a running royalty under Section 5.a each Product as of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph end of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)each Reporting Period. (b) of all cash and In the fair market value event that [**] percent (determined in accordance with Section 6.6[**]%) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of such Net Sales is in excess of the Sublicensee; aggregate Supply Price, COBALT shall pay to PFIZER the amount of such excess. Such payment by COBALT shall be made within sixty (iii60) payments received by Licensee as consideration for an assignment of substantially all of days after the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. Reporting Period. (c) A fee In the event that the aggregate Supply Price is in excess of $75,000 plus all reasonable legal costs [**] percent ([**]%) of such Net Sales, PFIZER shall pay to COBALT the amount of such excess, provided that PFIZER shall not be required to pay any such amount to COBALT if such payment would result in the aggregate Supply Price to be less than the minimum Supply Price specified in Exhibit B-2. Such payment by PFIZER shall be made within sixty (60) days after the Reporting Period. (d) The calculations set forth in clauses (b) and fees incurred by Board for filing, prosecuting, obtaining (c) above shall be made on a Reporting Periodby-Reporting Period basis and maintaining patents for each new patent application relating consistent with clause (a) above. 4.3 COBALT shall keep such records as are accurate to new technology applications Licensee elects determine the payments due PFIZER and the calculations required to add to this Agreement as Licensed Subject Matter be made pursuant to Section 5.54.2. This fee Such records shall be retained by COBALT and shall be made available for reasonable review or audit, at PFIZER’s request and expense, by a certified public accountant appointed by PFIZER and reasonably acceptable to COBALT for the purpose of verifying COBALT’s calculation of the amounts due under Section 4.2 hereunder and of determining the correctness of such calculation and the payments due PFIZER. Such records shall be retained for at least five (5) years from the date of their origin, or two (2) years after the date of termination of this Agreement, whichever occurs first, but need not be retained more than five (5) years from the date of their origin or more than two (2) years after the date of the termination of this Agreement, whichever is appropriate, or as otherwise required by law. If PFIZER requests an audit, such records shall be retained for one (1) year from the date of such request but need not be retained more than one (1) year after the completion of any audit thereof requested by PFIZER. 4.4 All payments required to be made to PFIZER under this Agreement shall be made in United States dollars and, with respect to any payments for amounts invoiced, in the manner specified in such invoice, and in respect of any other payments required hereunder, by transfer on the due date to the following address: Pfizer Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 or to any other address that PFIZER may advise in writing. All payments required to be made to COBALT under this Agreement shall be made in United States dollars and, with respect to any payments for amounts invoiced, in the manner specified in such invoice, and in respect of any other payments required hereunder, by transfer on the due date to the following address: Cobalt Laboratories Inc., 00000 Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx 00000 Or such other address as COBALT shall designate in writing. 4.5 Any amount owing to a Party under this Agreement that is not paid when due shall bear interest at the U.S. Prime Rate as published by Citibank, NA that is applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a)date on which the payment was first due.

Payments and Reports. 6.1 In 4.1 As consideration of for the rights granted conveyed by Board to Licensee SCREEN MEDIA under this Agreement, Licensee agrees LICENSEE shall pay SCREEN MEDIA a license fee of $25,000 within 90 days of the execution of this agreement, plus 3,000,000 shares of the Common Stock of LICENSEE ("License Fee Shares"), issuable upon execution of this Agreement. 4.2 In addition to the foregoing license execution fee, LICENSEE shall pay Board the following: (a) Running royalties in an amount equal to SCREEN MEDIA a running royalty of two and a half percent (2.5%) of Net Sales. Such running royalties shall be payable as provided in Paragraph 4.5. 4.3 In the event that the running royalties paid on Net Sales in any calendar year do not reach the minimum amount set out below for such year, LICENSEE shall pay an additional amount with the payment due for the period ending December 31 of such year, so that the total amount paid for such year shall reach such minimum amount: Year One $100,000 Year Two $250,000 Year Three $500,000 Year Four $750,000 Year Five and after $1,000,000 4.4 In addition to the foregoing fees and running royalties, LICENSEE agrees to pay to SCREEN MEDIA as royalties hereunder, five percent (5%) of all SUBLICENSING REVENUE. 4.6 Payment of the royalties specified in Paragraph 4.2 and Paragraph 4.3 shall be made by LICENSEE to SCREEN MEDIA within thirty (30) days after March 31, June 30, September 30 and December 31 of each year during the term of this Agreement covering the quantity of Licensed Products sold by LICENSEE during the preceding calendar quarter. After termination or expiration of this Agreement, a final payment shall be made by LICENSEE covering the whole or partial calendar quarter. Each quarterly payment shall be accompanied by a written statement of Net Sales of each Licensed Product Products by LICENSEE during such calendar quarter. Such written statements shall be duly signed by an authorized signatory of LICENSEE on behalf of LICENSEE and each shall show the Net Sales of Licensed Process manufacturedProducts by LICENSEE during such calendar quarter and the amount of royalties payable under this Agreement based thereon. 4.7 Should LICENSEE fail to make any payment whatsoever due and payable to SCREEN MEDIA hereunder, importedSCREEN MEDIA may, exportedat its sole option, usedterminate this Agreement as provided in Paragraph 7.2. 4.8 All payments due hereunder are expressed in and shall be paid by check payable in United States of America currency, leasedwithout deduction of exchange, collection or other charges, to SCREEN MEDIA, or Sold to the account of SCREEN MEDIA at such other bank as SCREEN MEDIA may from time to time designate by and/or for Licensee and/or its Subsidiary and/or its Sublicenseesnotice to LICENSEE. 4.9 In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the tenth day following the due date thereof, calculated at the annual rate of the sum of (a) two percent (2%) plus (b) the prime interest rate quoted by The Wall Street Journal on the date said payment is due, the interest being compounded on the last day of each calendar quarter, provided, however, that in no event shall said annual interest rate exceed the minimum annual running royalties payable to the Board maximum legal interest rate for corporations. Each such royalty payment when made shall be $20,000 per calendar year, prorated for accompanied by all interest so accrued. Said interest and the first calendar year following the Effective Date, payment and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate acceptance thereof shall not negate or waive the right of SCREEN MEDIA to seek any other remedy, legal or equitable, to which it may be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a entitled because of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph delinquency of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)payment. (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In consideration Agilent shall make written reports (consistent with GAAP or such other policies and practices as required by the AFM) and royalty and revenue sharing payments (including payment of rights granted by Board to Licensee under this Agreement, Licensee agrees to pay Board the following: (a) Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable all amounts related to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement sale or the Patent Assignment Agreement to University other disposition in TAP Sales or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Commercial Sales of the same Licensed Product Resolver Platform and maintenance and support contracts for the Resolver Platform as provided in Section 7.4(a) hereof) to Rosetta within thirty (30) days after the close of each Agilent fiscal quarter during the Term regardless of whether Agilent shall at such time under the AFM, GAAP or Licensed Process otherwise be able to book the entire amount of any such royalty or revenue sharing payment as income for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for examplesuch quarter, and regardless of any extended payment terms granted by Agilent in connection with the sale or other disposition of Collaboration Products. Such reports shall show for illustration purposes onlysuch fiscal quarter sales by Agilent, its Affiliates and sublicensees, if any, of Collaboration Products, details of the quantities of each Collaboration Product sold (including type and quantity of each category of Array), Net Revenues from sales of Collaboration Products on a product-by-product basis, trade discounts allowed and taken, and the revenue sharing and royalty accrues amounts due to a Sale by Licensee of a Licensed Product Rosetta thereon pursuant hereto. In the event Agilent shall be required under the AFM or GAAP to a Sublicensee write off amounts owed, or a pharmaceutical distributorrefund amounts previously paid, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board). (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee it as a result of a sublicense performance issues related to Resolver, Agilent may during the period wherein Resolver Net Revenues are less than [* * *] deduct Rosetta's proportionate share of such amounts from payments required to be made to Rosetta pursuant to the first sentence of this Section 7.7, PROVIDED, HOWEVER, the report accompanying such payment shall describe in reasonable detail the reasons for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments such deduction and the likecustomer to which such deduction relates. In the event Rosetta shall have sold any Collaboration Product or received any revenue in connection with a sale of a Collaboration Product (other than pursuant to the immediately preceding sentence), but excluding Rosetta shall likewise deliver to Agilent a written report (iconsistent with GAAP) payments within thirty days (30) days after the close of each Rosetta fiscal quarter during which any such Collaboration Product was sold or revenue received by Licensee for research development pursuant Rosetta and pay over to research grants; (ii) royalty payments Agilent, concurrent with the delivery of such report, any amounts received by Licensee calculated on the basis of Net Sales Rosetta in connection with such sale or which were otherwise received, net of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee royalty or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. revenue sharing amounts otherwise due Rosetta in connection therewith. (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a)."

Payments and Reports. 6.1 In 4.1 LICENSEE shall provide semi-annual reports to LICENSOR with supporting documentation regarding the development and progress of the Subject Technology. LICENSEE will develop and execute marketing, communications, and promotional plans/or policies for the commercialization and sales of the Subject Technology which shall be submitted to LICENSOR for review and approval. LICENSEE will appoint a representative who reports to LICENSOR for purposes of these activities and who will be the primary point of contact in dealing with LICENSOR under this Section and will have the authority to make decisions with respect to actions taken under this paragraph. 4.2 As partial consideration of for the rights granted conveyed by Board to Licensee LICENSOR under this Agreement, Licensee agrees LICENSEE shall pay LICENSOR a license fee of twenty-five thousand dollars ($25,000) due within ninety (90) days of the date on which the First Notice of Allowance issued by the United States Patent and Trademark Office or by a similar governmental agency of a foreign country with respect to any Subject Technology is received by LICENSEE. In no event shall LICENSEE be required to pay Board the following:above license fee more than one time with respect to any individual Subject Technology, including but not limited to continuations, continuations in part, extensions, divisions, and counterpart issuances from additional jurisdictions. (a) Running royalties in 4.3 In addition to the foregoing and subject to Section 4.4, LICENSEE shall pay LICENSOR an amount equal to two and a half earned royalty on Gross Sales of four percent (2.54%). 4.4 If LICENSEE is required to license intellectual property rights from third parties in order to practice or commercialize the Subject Technology, the royalty payments due in Section 4.3 shall be reduced by the lesser of (i) fifty percent (50%) or (ii) the royalty and licensing fees actually incurred by LICENSEE to license such third party intellectual property rights. Notwithstanding the foregoing, LICENSOR shall be entitled to receive earned royalties of Net at least two percent (2%) on Gross Sales following such reduction. 4.5 Payment of the royalties specified this Section shall be made semiannually by LICENSEE to LICENSOR on a calendar year basis within thirty (30) days after June 30 and December 31 of each calendar year during the term of this Agreement covering the Gross Sales of Licensed Products sold by LICENSEE during the preceding accounting period. After termination or expiration of this Agreement, a final payment shall be made by LICENSEE covering the final calendar year or portion thereof during which sales of Licensed Products took place. Each semi-annual payment shall be accompanied by a written royalty statement in a form acceptable to LICENSOR. Such royalty statement shall be certified as accurate by a duly authorized representative of LICENSEE reciting stock number, item, units sold, description, quantity shipped, gross invoice, amount billed customers less discounts, allowances, returns and reportable sales for each Licensed Product. A royalty obligation shall accrue upon the sale of the Licensed Products regardless of the time of collection by LICENSEE. A Licensed Product and each shall be considered “sold” when such Licensed Process manufacturedProduct is billed, importedinvoiced, exported, used, leasedshipped, or Sold paid for, whichever occurs first. 4.6 Should LICENSEE fail to make any payment when due and payable to LICENSOR hereunder, LICENSOR may, at its sole option, upon thirty (30) days written notice to LICENSEE of LICENSEE’s right to cure, terminate this Agreement as provided in Section 8 below. 4.7 All payments due hereunder are expressed in and shall be paid in United States of America currency, without deduction of exchange, collection or other charges, to LICENSOR, or to the account of LICENSOR at such bank or other agent as LICENSOR may from time to time designate by and/or for Licensee and/or its Subsidiary and/or its Sublicenseesnotice to LICENSEE. 4.8 In the event that any payment due hereunder is not made when due, the payment shall bear interest beginning on the 10th day following the due date thereof, calculated at the annual rate of the sum of (i) two percent (2%) plus (ii) the prime interest rate quoted by The Wall Street Journal on the date said payment is due, the interest being compounded on the last day of each calendar quarter, provided, however, that in no event shall said annual interest rate exceed the minimum annual running royalties payable to the Board maximum legal interest rate for corporations. Each such royalty payment when made shall be $20,000 per calendar year, prorated for accompanied by all interest so accrued. Said interest and the first calendar year following the Effective Date, payment and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate acceptance thereof shall not negate or waive the right of LICENSOR to seek any other remedy, legal or equitable, to which it may be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a entitled because of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph delinquency of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)payment. (b) of all cash and the fair market value (determined in accordance with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).

Payments and Reports. 6.1 In Subject to Section 6.1(g) of this AGREEMENT, in consideration of rights granted by Board BOARD to Licensee LICENSEE under this AgreementAGREEMENT, Licensee LICENSEE agrees to pay Board BOARD the following: (a) Running royalties in an amount equal to two and a half percent A PHASE II TRIAL COMPLETION milestone payment of one hundred thousand dollars (2.5%$100,000) payable within thirty (30) days of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, earlier of: (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products February 1, 2001, or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)PHASE II TRIAL COMPLETION. (b) A milestone payment for COMMERCIAL INTRODUCTION of all cash and each LICENSED PRODUCT in the fair market value amount of three hundred thousand dollars (determined in accordance with Section 6.6$300,000) payable to BOARD within thirty (30) days of non-cash consideration received by Licensee from a Sublicensee as a result COMMERCIAL INTRODUCTION of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, the LICENSED PRODUCT. All COMMERCIAL INTRODUCTION milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) shall be credited against royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties due under Section 5.b of the Patent Assignment Agreement. 6.1 on a LICENSED PRODUCT-by-LICENSED PRODUCT basis. (c) A fee running earned royalty equal to four percent (4%) of $75,000 plus all reasonable legal costs and fees incurred NET SALES of LICENSED PRODUCTS incorporating COAGULATION PATENT RIGHTS. In the event any LICENSED PRODUCT incorporating COAGULATION PATENT RIGHTS is SOLD as a component of a combination of active elements, NET SALES for purposes of determining royalty payments on such combination shall be calculated by Board for filingmultiplying NET SALES of such combination by the fraction A over A+B, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee in which "A" is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods gross selling price of delivery the LICENSED PRODUCT portion of compositions, claimed or disclosed the combination when SOLD separately during the accounting period in prior applications, or new compositions for uses that are already disclosed or claimedwhich the SALE was made, and "B" is the gross selling price of the non-LICENSED PRODUCT portion of the combination SOLD separately during the accounting period in question. In the event that no separate SALE of either such above-designated LICENSED PRODUCT or such above-designated non-LICENSED PRODUCT portion of the combination is made during the accounting period in which the SALE was made, NET SALES shall be calculated by multiplying NET SALES of such combination by the fraction C over C+D, in which "C" is the standard fully-absorbed cost of the LICENSED PRODUCT portion of such combination, and "D" is the standard fully absorbed cost of the other modifications or improvements component(s), such costs being arrived at using the standard accounting procedures of TP508 TechnologyLICENSEE which will be in accord with generally accepted accounting practices. Fees paid Notwithstanding the foregoing, under no circumstances shall the royalty provided for in this Section 6.1(c) be reduced to Board less than two percent (2%) of NET SALES of LICENSED PRODUCTS incorporating COAGULATION PATENT RIGHTS. No royalties shall be payable to BOARD under this Section 6.1(c) with respect to SALES for which a royalty has been paid under the PATENT LICENSE AGREEMENT. (d) A running earned royalty equal to one percent (1%) of NET SALES of LICENSED PRODUCTS covered by COAGULATION TECHNOLOGY RIGHTS only. No royalty shall count against minimum annual be payable to BOARD under this Section 6.1(d) with respect to SALES for which a royalty is has been paid under Section 6.1(c) or under the PATENT LICENSE AGREEMENT. (e) Twenty percent (20%) of the SUBLICENSEE GROSS REVENUES of SALES of LICENSED PRODUCTS; provided, however, if a LICENSED PRODUCT is sublicensed and incorporates technology not covered by COAGULATION PATENT RIGHTS, the running royalty to be paid under this Section 6.1(e) shall be reduced to ten percent (10%) of SUBLICENSEE GROSS REVENUES of SALES of LICENSED PRODUCTS. In the event any LICENSED PRODUCT incorporating COAGULATION PATENT RIGHTS is sublicensed as a component of a combination of active elements, SUBLICENSEE GROSS REVENUES of SALES of LICENSED PRODUCTS for purposes of determining royalty payments on such combination shall be calculated by multiplying SUBLICENSEE GROSS REVENUES of SALES of LICENSED PRODUCTS of such combination by the fraction A over A+B, in which "A" is the gross selling price of the LICENSED PRODUCT portion of the combination when SOLD separately during the accounting period in which the SALE was made, and "B" is the gross selling price of the non-LICENSED PRODUCT portion of the combination SOLD separately during the accounting period in question. In the event that no separate SALE of either such above-designated LICENSED PRODUCT or such above-designated non-LICENSED PRODUCT portion of the combination is made during the accounting period in which the SALE was made, SUBLICENSEE GROSS REVENUES of SALES of LICENSED PRODUCTS shall be calculated by multiplying SUBLICENSEE GROSS REVENUES of SALES of LICENSED PRODUCTS of such combination by the fraction C over C+D, in which "C" is the standard fully-absorbed cost of the LICENSED PRODUCT portion of such combination, and "D" is the standard fully absorbed cost of the other component(s), such costs being arrived at using the standard accounting procedures of LICENSEE which will be in accord with generally accepted accounting practices. Notwithstanding the foregoing, under no circumstances shall the royalty provided for in this Section 6.1(e) be reduced to less than ten percent (10%) of SUBLICENSEE GROSS REVENUES of SALES of LICENSED PRODUCTS incorporating COAGULATION PATENT RIGHTS. No royalties shall be payable to BOARD under this Section 6.1(e) with respect to SALES for which a royalty has been paid under the PATENT LICENSE AGREEMENT. (f) The parties hereto agree that if economic or political conditions change sufficiently so as to affect the continued applicability of the assumptions made in negotiating the dates of the milestone payments agreed to in this Section 6.1, they will negotiate in good faith a reasonable extension of the dates of such milestone payments in accordance with such changed economic or political conditions. (g) Notwithstanding anything to the contrary in this AGREEMENT, it is hereby acknowledged and agreed by the parties hereto that (i) the amount payable by LICENSEE pursuant to Section 6.1(a)) of this AGREEMENT is a one-time license fee payable by LICENSEE only with respect to the first LICENSED PRODUCT of LICENSEE and (ii) no amounts shall be paid by LICENSEE pursuant to such Sections to the extent that such payments have been made by LICENSEE under the PATENT LICENSE AGREEMENT. 6.2 During the term of this AGREEMENT and for one (1) year thereafter, LICENSEE shall keep complete and accurate records of its SALES and NET SALES of LICENSED PRODUCTS and all SUBLICENSEE GROSS REVENUES received by LICENSEE under the license granted in this AGREEMENT in sufficient detail to enable the royalties payable hereunder to be determined. LICENSEE shall permit BOARD or its representatives, at BOARD's expense, to periodically examine its books, ledgers, and records during regular business hours for the purposes of and to the extent necessary to verify any report required under this AGREEMENT. If any such inspection reveals that the aggregate of royalties paid during any four (4) consecutive calendar quarters was less than the amount that should have been paid under this AGREEMENT, LICENSEE shall remit to BOARD the amount of such deficiency; provided, that, if such deficiency is more than five percent (5%) of the amount that should have been paid, LICENSEE shall remit to BOARD, in addition to the amount of such deficiency, the reasonable expenses of the inspection conducted by BOARD. If LICENSEE or BOARD disputes any deficiency or expenses provided in this Section 6.2, the dispute shall be referred to an independent accountant selected by mutual agreement of BOARD and LICENSEE, whose decision will be binding and final on the parties hereto. If a decision is entered against LICENSEE by such independent accountant for the amount of such deficiency or expenses, LICENSEE agrees to remit to BOARD, in addition to any other amounts provided for in this Section 6.2, accrued interest on such deficiency through the date of such decision at the highest allowable rate. 6.3 Within forty-five (45) days after March 31, June 30, September 30 and December 31 of each year, LICENSEE shall deliver to BOARD a true and accurate report which shall describe (a) the quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total SALES; (c) the calculation of royalties thereon; and (d) the total royalties so computed and due. Simultaneously with the delivery of each such report, LICENSEE shall pay to BOARD the amount, if any, due for the period covered by such report. If no payments are due, it shall be so reported. 6.4 Upon the request of BOARD but not more often than once per calendar year, LICENSEE shall deliver to BOARD a written report as to LICENSEE's efforts and accomplishments during the preceding year in commercializing LICENSED SUBJECT MATTER in various parts of the LICENSED TERRITORY and its commercialization plans for the upcoming year. 6.5 All amounts payable hereunder by LICENSEE shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks shall be made payable to UT SOUTHWESTERN and sent to: UT Southwestern Medical Center Office for Technology Transfer Development 0000 Xxxxx Xxxxx Boulevard Dallas, Texas 75235-9094 Attn: Xxx Xxxxxxxx

Payments and Reports. 6.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee agrees to pay Board the following: A. Within thirty (a30) Running royalties in an amount equal to two and a half percent (2.5%) of Net Sales of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year days after the Effective Date of this Agreement LICENSEE shall count against the minimum annual running royalties. Notwithstanding the foregoing, pay to GI twenty thousand U.S. dollars (i$20,000) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate which shall not be subject returnable in any event but shall constitute an advance payment to increase pursuant be applied against running fees owing to Section 6.2 and (ii) GI under paragraph B of this Article III. B. LICENSEE shall pay to the extent that a Sale gives rise to the accrual of a GI running royalty under Section 5.a of the Patent ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for fees which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject returnable in any event at the rate of [*] of the Selling Price of all quantities of Licensed Product sold by LICENSEE and each Affiliate. C. LICENSEE shall pay to any additional accrual GI [*] U.S. dollars ($[*]) upon the start of royalties (for example[*] of each Licensed Product, and an additional [*] U. S dollars ($[*]) upon the [*] (or equivalent) [*] for illustration purposes onlyeach Licensed Product. D. In the event that any quantity of the Licensed Product is sold by LICENSEE to an Affiliate, if a royalty accrues due only one fee shall be paid to a Sale by Licensee GI (in order that duplication of a fees be avoided) and that fee shall only be paid when Affiliate has sold the said quantity of the Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall third party which is not generate a royalty payable to Board)an Affiliate of the Licensee. E. Until such time as LICENSEE and Affiliate have sold all quantities of the Licensed Product, LICENSEE shall report in writing to GI within sixty (b60) days after the end of all cash each calendar quarter beginning with the first sale of the Licensed Product, the quantities of Licensed Product that were sold by LICENSEE and Affiliate during said quarter and the fair market value (determined in accordance with Section 6.6) calculation of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited fees thereon. With said report LICENSEE shall pay to licensing or option fees, marketing fees, milestone payments, bonus payments and GI the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales total amount of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreementsaid fees that have not been paid in advance. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filingReports, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, notices and other modifications or improvements of TP508 Technologycommunications to LICENSEE hereunder shall be sent to: Legal Department Affymax Research Institute 0000 Xxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 and to GI shall be sent to: GENETICS INSTITUTE, INC. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).00 XxxxxxxxxXxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Attn: Legal Department

Payments and Reports. 6.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee agrees to pay Board the following: (a) Running Within [**] days following the end of each Calendar Quarter, Novo Nordisk shall report and pay applicable royalties to PCYC on Net Sales of all Licensed Products in an amount equal to two and such Calendar Quarter. Each such payment shall be accompanied by a half percent (2.5%) statement of Net Sales for the Calendar Quarter and the calculation of each royalties payable hereunder by Licensed Product Product. All milestone fees, royalties and each all other amounts which are overdue under this Agreement will bear interest at the rate of [**] per month from the date due through the date of payment. (b) During the Term and for [**] years thereafter, Novo Nordisk shall keep (and cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of Licensed Process manufacturedProduct(s) in sufficient detail to permit PCYC to confirm the accuracy of royalties due hereunder. During the Term and for [**] years thereafter, importedPCYC shall have the right to appoint one international accounting firm from the group of PriceWaterhouseCoopers, exportedDeloitte, usedErnst & Young, leasedand KPMG, or Sold if one of the aforementioned firms ceases to exist, another auditor reasonably approved by and/or for Licensee and/or Novo Nordisk (“Auditor”) to audit the relevant Net Sales records of Novo Nordisk, its Subsidiary and/or its SublicenseesAffiliates and Sublicensees (as applicable) to verify the accuracy of the relevant Net Sales report and royalties payable, providedby inspection of relevant books of accounts and records. PCYC’s audit right under this Section 4.05 may not be exercised more than once every two (2) years and once a particular calendar year or period is audited, however, that the minimum annual running royalties payable it may not be re-audited. Such Audit is subject to the Board shall be $20,000 per calendar year, prorated for the first calendar year following the Effective Date, and any amounts paid under any section of this Agreement or the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent terms: [****Text ] Certain information in this document has been omitted pursuant to a confidentiality request. Omitted text has been and filed separately with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise Confidential treatment has been requested with respect to the accrual of omitted portions. i. prior to inspecting any accounts and records, the Auditor must enter into a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board). (b) of all cash and the fair market value (determined in accordance confidentiality agreement with Section 6.6) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of Net Sales of the Sublicensee; (iii) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee or a controlling majority of the stock of Licensee; and (iv) payments subject to the payment of royalties under Section 5.b of the Patent Assignment Agreement. . (c) A fee of $75,000 plus all reasonable legal costs and fees incurred by Board for filing, prosecuting, obtaining and maintaining patents for each new patent application relating to new technology applications Licensee elects to add to this Agreement as Licensed Subject Matter pursuant to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimed, and other modifications or improvements of TP508 Technology. Fees paid to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a).Novo Nordisk;

Payments and Reports. 6.1 In consideration of rights granted by Board to Licensee under this Agreement, Licensee agrees to pay Board the following: (a) Running Within [**] days following the end of each Calendar Quarter, Novo Nordisk shall report and pay applicable royalties to PCYC on Net Sales of all Licensed Products in an amount equal to two and such Calendar Quarter. Each such payment shall be accompanied by a half percent (2.5%) statement of Net Sales for the Calendar Quarter and the calculation of each Licensed Product and each Licensed Process manufactured, imported, exported, used, leased, or Sold by and/or for Licensee and/or its Subsidiary and/or its Sublicensees, provided, however, that the minimum annual running royalties payable to the Board shall be $20,000 per calendar yearhereunder by Licensed Product. All milestone fees, prorated for the first calendar year following the Effective Date, royalties and any all other amounts paid which are overdue under any section of this Agreement or will bear interest at the Patent Assignment Agreement to University or Board by Licensee in a given year after the Effective Date shall count against the minimum annual running royalties. Notwithstanding the foregoing, (i) the running royalty rate shall be 3.3% in respect of Net Sales of Licensed Products and Licensed Processes to the extent that such Licensed Products or Licensed Processes arise from new technology rights that Licensee elects to add to Licensed Subject Matter after the Effective Date pursuant to Section 5.5 and such royalty rate shall not be subject to increase pursuant to Section 6.2 and (ii) to the extent that a Sale gives rise to the accrual of a running royalty under Section 5.a of the Patent [**] per month from the date due through the date of payment. [**Text ] Certain information in this document has been omitted pursuant to a confidentiality request. Omitted text has been and filed separately with the Securities and Exchange Commission. Assignment Agreement (or, but for the second paragraph of such Section 5.a, would have given rise to such accrual) it shall not give rise Confidential treatment has been requested with respect to the accrual of a running royalty under this 6.1(a). It is understood and agreed by the parties that the payment of royalties pursuant to this Section 6.1(a) shall be made only on the first Sale of a Licensed Product or Licensed Process by Licensee, a Subsidiary or a Sublicensee, and that subsequent Sales of the same Licensed Product or Licensed Process for which royalties have been accrued pursuant to this Section 6.1(a) shall not be subject to any additional accrual of royalties (for example, and for illustration purposes only, if a royalty accrues due to a Sale by Licensee of a Licensed Product to a Sublicensee or a pharmaceutical distributor, a subsequent Sale by such Sublicensee or such pharmaceutical distributor shall not generate a royalty payable to Board)omitted portions. (b) During the Term and for [**] years thereafter, Novo Nordisk shall keep (and cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the sale or other disposition of all cash Licensed Product(s) in sufficient detail to permit PCYC to confirm the accuracy of royalties due hereunder. During the Term and for [**] years thereafter, PCYC shall have the fair market value right to appoint one international accounting firm from the group of PriceWaterhouseCoopers, Deloitte, Ernst & Young, and KPMG, or if one of the aforementioned firms ceases to exist, another auditor reasonably approved by Novo Nordisk (determined in accordance with Section 6.6“Auditor”) of non-cash consideration received by Licensee from a Sublicensee as a result of a sublicense for Licensed Products or Licensed Processes including but not limited to licensing or option fees, marketing fees, milestone payments, bonus payments and audit the like, but excluding (i) payments received by Licensee for research development pursuant to research grants; (ii) royalty payments received by Licensee calculated on the basis of relevant Net Sales records of Novo Nordisk, its Affiliates and Sublicensees (as applicable) to verify the accuracy of the Sublicensee; relevant Net Sales report and royalties payable, by inspection of relevant books of accounts and records. PCYC's audit right under this Section 4.05 may not be exercised more than once every two (iii2) payments received by Licensee as consideration for an assignment of substantially all of the assets of Licensee years and once a particular calendar year or a controlling majority of the stock of Licensee; and (iv) payments period is audited, it may not be re-audited. Such Audit is subject to the payment following terms: 1) prior to inspecting any accounts and records, the Auditor must enter into a confidentiality agreement with Novo Nordisk; 2) Novo Nordisk and its Affiliates shall make their books and records available for inspection by the Auditor solely to verify the accuracy of relevant Net Sales report and royalties under Section 5.b payable; 3) PCYC shall give at least [**] calendar days prior written notice to Novo Nordisk of when the Auditor shall visit Novo Nordisk and its Affiliates, provided that such visit may not be conducted in the month of January; 4) Novo Nordisk and its Affiliates shall give access to the Auditor to the relevant books and records during regular business hours; and while inspecting such accounts and records, the Auditor must abide by all of Novo Nordisk's reasonable rules and regulations; 5) the Auditor shall prepare and deliver to each Party a report setting out its findings no later than [**] days after the audit has been completed (“Auditor Report”) and Auditor will first provide a draft of the Patent Assignment Agreement. Auditor Report to Novo Nordisk to permit Novo Nordisk to review and clarify any issues or questions with Auditor; 6) any Auditor Report shall set forth the finding of the Auditor in relation to whether an over or under payment has occurred, and if so, the amount thereof and shall disclose additional information regarding data in books and records inpsected 7) any Auditor Report shall be deemed Confidential Information of Novo Nordisk; and 8) PCYC shall bear the audit costs, except where the audit shows that Novo Nordisk has underpaid PCYC by more than [**] of the total amount due for a Calendar Year, in which case Novo Nordisk shall pay for PCYC's reasonable and documentable audit costs; and PCYC shall indemnify and hold Novo Nordisk harmless from any Losses resulting from any negligence or any other act or omission on the part of the Auditor's inspecting and auditing records and accounts under this Section. (c) A fee If there has been an underpayment, Novo Nordisk shall pay to PCYC the underpayment due, together with interest calculated in the manner provided in Section 4.05(a), within [**] calendar days of $75,000 plus all reasonable legal costs and fees incurred its receipt of the Auditor's report. In the case of overpayment by Board for filingNovo Nordisk, prosecutingNovo Nordisk may, obtaining and maintaining patents for each new patent application relating at its option, offset any future royalty payments payable to new technology applications Licensee elects to add to PCYC by the amount of overpayment, or it may request reimbursement from PCYC within [**] days of its receipt of the Auditor's report. (d) Upon the expiration of [**] calendar years following the end of any Calendar Quarter, the report or calculation of any sums payable under this Agreement as Licensed Subject Matter pursuant by Novo Nordisk with respect to Section 5.5. This fee is not applicable to the Patent Rights or to intellectual property relating to derivatives, new formulations or methods of delivery of compositions, claimed or disclosed in prior applications, or new compositions for uses that are already disclosed or claimedsuch Calendar Quarter will be binding and conclusive upon PCYC, and other modifications Novo Nordisk will be released from any liability or improvements of TP508 Technology. Fees paid accountability with respect to Board under this Section 6.1(c) shall count against minimum annual running royalties payable pursuant to Section 6.1(a)such report or calculation and any payments made thereto.