Common use of PRODUCTION AND MARKETING Clause in Contracts

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the University, except as required by law. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the University, except as required by law. If the Licensee is required by law to act in contravention of this Article, the Licensee shall provide the University with sufficient advance notice in writing to permit the University to bring an application or other proceeding to contest the requirement. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents and warrants to the University that: (a) it intends to building, develop and acquire the infrastructure, expertise and resources to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating to the Technology and any Improvements licensed hereunder; and (d) it has or intends to have the expertise and resources to initiate and maintain an appropriate program limiting the distribution of the Information, Technology, and any Improvements and any related biological materials as set out in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access to the Technology, and any Improvements and related biological materials. 11.4 The Licensee shall use commercially reasonable efforts to develop and exploit the Technology and any Improvements and to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any Improvements. Without limiting the generality of the foregoing, the Licensee shall: (a) [***] (b) [***] (c) [***] (i) [***] (ii) [***] (d) [***] 11.5 If the University is of the view that the Licensee is in breach of Article 11.4, the University shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “Evaluator”) to conduct the evaluation set forth in Article 11.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the 12.1 The Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the UniversityUniversity (not to be unreasonably withheld or delayed), except as required by lawlaw or as otherwise provided herein. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the University, except as required by law. If the Licensee is required by law to act in contravention of this ArticleSection, the Licensee shall provide the University with sufficient advance notice in writing to permit the University to bring an application or other proceeding to contest the requirement. 11.2 12.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University, such consent not to be unreasonably withheld or delayed. 11.3 12.3 The Licensee represents and warrants to the University that: (a) it intends to building, develop and acquire has the infrastructure, expertise and resources to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under compliance of the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have will throughout the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating Term of this Agreement allocate to the Technology development and any Improvements licensed hereunder; and (d) it has or intends to have the expertise and resources to initiate and maintain an appropriate program limiting the distribution commercialization of the Information, Technology, and any Improvements and any related biological materials as set out in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access to the Technology, and any Improvements at least the same degree of diligence, expertise, infrastructure, and related biological materialsresources as the Licensee is allocating to the most favoured Product developed and marketed by the Licensee. 11.4 12.4 The Licensee shall use commercially reasonable efforts to develop and exploit the Technology and any Improvements and to develop, promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any Improvements. Without limiting the generality of the foregoing, the Licensee shall:. (a) [***] (b) [***] (c) [***] (i) [***] (ii) [***] (d) [***] 11.5 12.5 If the University is of the view that the Licensee is in breach of Article 11.4Section 12.4, the University shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “"Evaluator”") to conduct the evaluation set forth in Article 11Section 12.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the University, except as required by law. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the University, except as required by law. If the Licensee is required by law to act in contravention of this Article, the Licensee shall provide the University with sufficient advance notice in writing to permit the University to bring an application or other proceeding to contest the requirement. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents and warrants to the University that: (a) it intends to building, develop and acquire the infrastructure, expertise and resources to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating to the Technology and any Improvements licensed hereunder; and (d) it has or intends to have the expertise and resources to initiate and maintain an appropriate program limiting the distribution of the Information, Technology, and any Improvements and any related biological materials as set out in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access to the Technology, and any Improvements and related biological materials. 11.4 The Licensee shall use commercially reasonable efforts to develop and exploit the Technology and any Improvements and to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any Improvements. Without limiting the generality of the foregoing, the Licensee shall: (a) [***]on or before December 31, 2001, appoint a Board of Directors with not less than four (4) members. The University shall be entitled to nominate one person who will have observer status at all directors meetings; (b) [***]within six (6) months of the Commencement Date, establish and maintain a Scientific Advisory Board with representatives from academia and industry as experts in the area of the Technology. The Scientific Advisory Board shall meet not less than once per year and the recommendations of such Board shall be made in writing to the Board of Directors of the Licensee and shall provide a copy to the University at the same time they are made available to the Board of Directors of the Licensee, provided that the University assures the Licensee that such plans will be maintained in confidence and that public access can be prevented; (c) [***]within 12 months of the Commencement Date: (i) [***]produce a written report that documents the technical developments and results of the test marketing, a copy of which shall be delivered to the University; (ii) [***]complete a business and marketing plan (the “Business Plan”) prepared in accordance with generally accepted business practices. The Business Plan shall be updated from time to time, but in no event less than once every calendar year. Copies of all updates of the Business Plan will be provided to the University in a timely manner, provided that the University assures the Licensee that such Business Plans will be maintained in confidence and that public access can be prevented; (d) [***]make its best efforts to raise capital as set out in the Business Plan (as amended from time to time and approved by the directors of the Licensee); 11.5 If the University is of the view that the Licensee is in breach of Article 11.4, the University shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “Evaluator”) to conduct the evaluation set forth in Article 11.acceptable

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the University, except as required by law. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the University, except as required by law. If the Licensee is required by law to act in contravention of this Article, the Licensee shall provide the University with sufficient advance notice in writing to permit the University to bring an application or other proceeding to contest the requirement. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents and warrants to the University that: (a) it intends to building, develop and acquire the infrastructure, expertise and resources to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating to the Technology and any Improvements licensed hereunder; and (d) it has or intends to have the expertise and resources to initiate and maintain an appropriate program limiting the distribution of the Information, Technology, and any Improvements and any related biological materials as set out in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access to the Technology, and any Improvements and related biological materials. 11.4 The Licensee shall use commercially reasonable efforts to develop and exploit the Technology and any Improvements and to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any Improvements. Without limiting the generality of the foregoing, the Licensee shall: (a) [***]on or before December 31, 2001, appoint a Board of Directors with not less than four (4) members. The University shall be entitled to nominate one person who will have observer status at all directors meetings; (b) [***]within six (6) months of the Commencement Date, establish and maintain a Scientific Advisory Board with representatives from academia and industry as experts in the area of the Technology. The Scientific Advisory Board shall meet not less than once per year and the recommendations of such Board shall be made in writing to the Board of Directors of the Licensee and shall provide a copy to the University at the same time they are made available to the Board of Directors of the Licensee, provided that the University assures the Licensee that such plans will be maintained in confidence and that public access can be prevented; (c) [***]within 12 months of the Commencement Date: (i) [***]produce a written report that documents the technical developments and results of the test marketing, a copy of which shall be delivered to the University; (ii) [***]complete a business and marketing plan (the “Business Plan”) prepared in accordance with generally accepted business practices. The Business Plan shall be updated from time to time, but in no event less than once every calendar year. Copies of all updates of the Business Plan will be provided to the University in a timely manner, provided that the University assures the Licensee that such Business Plans will be maintained in confidence and that public access can be prevented; (d) [***]make its best efforts to raise capital as set out in the Business Plan (as amended from time to time and approved by the directors of the Licensee); 11.5 If the University is of the view that the Licensee is in breach of Article 11.4, the University shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “Evaluator”) to conduct the evaluation set forth in Article 11.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the 11.1. The Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the University, except as required by lawlaw and except that the Licensee and any of its sublicensees may disclose the existence and nature of this Agreement and (subject to the confidentiality provisions of Article 10) the nature of the technology being licensed without the need for the University’s consent. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the University, which approval shall not be unreasonably withheld, except as required by law. If the Licensee is required by law to act in contravention of this Article, to the extent permissible by law, the Licensee shall provide the University with sufficient advance notice in writing to permit the University to bring an application or other proceeding to contest the requirement. 11.2 11.2. The Licensee will not register or use any tradeUBC Trade-marks in association with the Products without the prior written consent of the University. 11.3 11.3. The Licensee represents shall use its commercially reasonable efforts to[**]. The University acknowledges and warrants agrees that subject to the University thatUniversity’s prior review and approval of the terms in the contemplated sublicense between the Licensee and AMT pursuant to Article 4.1, the granting of such a sublicense by the Licensee to AMT will meet the forgoing obligation of the Licensee. Without limiting the generality of the foregoing, the Licensee covenants and agrees that it shall provide to the University, on each of the first five anniversaries of the Commencement Date of the License Agreement or the date of an amendment to the License Agreement, a written report (the “Status Report”) summarizing the Licensee’s development activities relating to the Technology and any Improvements that sets out all of the following information: (a) it intends to building, develop a summary of the research and acquire development activities that the infrastructure, expertise and resources Licensee has undertaken in the course of the preceding 12 months to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution a detailed summary of sublicensing agreementsany and all improvements, the infrastructurevariations, expertise updates, modifications and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating enhancements to the Technology and any Improvements licensed hereunderwhich the Licensee has developed and/or acquired in the course of the preceding 12 months, including any improvements, variations, updates, modifications and enhancements to the Technology or any Improvements of which the Licensee has been advised by any sublicensee, or sub-sublicensee of the Licensee; and (dc) it has any and all corporate alliances formed by the Licensee related to the Technology or intends to have any Improvements in the expertise and resources to initiate and maintain an appropriate program limiting the distribution course of the Informationpreceding 12 months, Technology, and including any Improvements and any related biological materials as set out in this Agreement and to obtain such corporate alliances of which the appropriate nonLicensee has been advised by a sublicensee or sub-disclosure agreements from all persons who may have access to sublicensee of the Technology, and any Improvements and related biological materialsLicensee. 11.4 The Licensee shall use commercially reasonable efforts to develop and exploit the Technology and any Improvements and to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any Improvements11.4. Without limiting the generality of the foregoing, the Licensee shall: (a) [***] (b) [***] (c) [***] (i) [***] (ii) [***] (d) [***] 11.5 If the University is of the view that the Licensee is in material breach of Article 11.411.3, then the University shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “Evaluator”) to conduct the evaluation set forth in Article 11.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the The Licensee shall not use any of the UBC Trade-marks or make reference to the University UBC or its name in any advertising or publicity whatsoever, without the prior written consent of the UniversityKaizen and UBC, except as required by law. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the UniversityKaizen, except as required by law. If the Licensee is required by law to act in contravention of this Article, the Licensee shall provide the University Kaizen with sufficient advance notice in writing to permit the University Kaizen and UBC to bring an application or other proceeding to contest the requirement. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the UniversityUBC and Kaizen. 11.3 The Licensee represents and warrants to the University Kaizen that: (a) a. it intends to building, develop and acquire has the infrastructure, expertise and resources to develop and commercialize the Technology and any Improvements; (b) b. it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) c. it has or intends to have the expertise and resources to monitor on a world North American wide basis patent infringement with respect to any patent relating to the Technology and any Improvements licensed hereunder; and; (d) d. it has or intends to have the infrastructure, expertise and resources to initiate and maintain an appropriate program limiting the distribution of the Information, Technology, and any Improvements and any related biological materials as set out in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access to the Technology, and any Improvements and related biological materials; e. it will throughout the Term of this Agreement allocate to the development and commercialization of the Technology, and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to the most favoured product developed and marketed by the Licensee. 11.4 The Licensee shall use commercially reasonable commercial efforts to develop and exploit the Technology and any Improvements and to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any Improvements. Without limiting the generality of the foregoing, foregoing the Licensee shall: (a) [***]a. Within 9 months of execution of this Agreement, establish and maintain a Scientific Advisory Board of at least three members with representatives from academia and /or industry who are experts in the area of the Technology. The Scientific Advisory Board shall meet not less than once per year and the recommendations of such Board shall be made in writing to the board of directors of the Licensee and shall provide a copy to Kaizen at the same time they are made available to the board of directors of the Licensee; (b) [***]b. Within 15 months of execution of this Agreement, produce a product and market development plan that documents the Licensee's technical and market strategy for the Technology, a copy of which shall be delivered to Kaizen; (c) [***] (i) [***] (ii) [***] (d) [***]c. Undertake those activities and take such steps as may be reasonably required to enable the Licensee to fulfil the product and market development plan as amended and approved from time to time by the Licensee's board of directors. 11.5 If the University Kazien is of the view that the Licensee is in breach of Article 11.4, the University Kaizen shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “"Evaluator”") to conduct the evaluation set forth in Article 11.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7Section 10.11, except as expressly set out herein, the Licensee shall will not use any of the UBC Licensor Trade-marks or make reference to the University Licensor or its name name, or the names of UPNG or IND Agency, in any advertising or publicity whatsoeverpublicity, without the prior written consent of the UniversityLicensor. The Licensee may identify the title of this Agreement, except as the parties to this Agreement and the names of the inventors of the Technology and any Improvements. Without limitation, the Licensee will not, unless otherwise required by law. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect regarding this Agreement without first obtaining the Licensor’s written approval, such approval not to be unreasonably withheld. If the Licensor has not provided or refused its consent in writing within three business days of a request pursuant to this Agreement or any activity contemplated herein without Section, the prior review and approval of same by the University, except as required by lawLicensor shall be deemed to have consented. If the Licensee is required by law to act in contravention of this ArticleSection 11.1, the Licensee shall will (as is reasonably possible in the circumstances) provide the University Licensor with sufficient advance prior notice in writing to permit the University Licensor to bring an application or other proceeding to contest the requirement. Nothing in this Section will require the Licensee to obtain permission from the Licensor to release information previously released by the Licensee in accordance with the terms of this Section. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents and warrants to the University that: (a) Licensor that it intends to buildingbuild, develop and and/or acquire the infrastructure, expertise and resources resources: (a) to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis in major markets patent infringement with respect to regarding any patent relating to included in the Technology and any Improvements licensed hereunderunder this Agreement; and (d) it has or intends to have the expertise and resources to initiate and maintain an appropriate program limiting the distribution of the Confidential Information, Technology, the Technology and any Improvements and any related biological materials as set out provided for in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access to the Technology, Technology and any Improvements and related biological materialsImprovements. 11.4 11.3 The Licensee shall use commercially will: (a) allocate reasonable efforts time to develop the development and exploit commercialization of the Technology and any Improvements and Improvements; (b) use reasonable efforts to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of exploit the Technology and any Improvements. Without limiting the generality of the foregoing, the Licensee shall: (a) [***] (b) [***] (c) [***]until the Licensee has received at least $10 million (Canadian funds) as contemplated by Section 4.2(b), provide copies of all minutes of all directors meetings of the Licensee in a timely manner and in no case later than 30 days after the holding of any directors meetings. (i) [***] (ii) [***] (d) [***] 11.5 11.4 If the University Licensor is of the view that the Licensee is in material breach of Article Section 11.3, the Licensor may give notice thereof to the Licensee and, within 15 days of receiving such notice, the Licensee shall provide notice to the Licensor of its election to: (a) proceed with remedying the breach in accordance with Section 18.5; (b) dispute the breach (in this Section 11.0, a “Dispute”) and refer the Dispute to mediation in accordance with Section 11.5; or (c) accept the breach. If the Licensee fails to make an election in accordance with this Section 11.4, then the University shall notify Licensee will be deemed to have accepted the breach and the Licensor may terminate this Agreement. 11.5 If the Licensee elects to refer a Dispute to mediation, the Licensor will appoint a mediator (in this Section 11.0, the “Mediator”) within 15 days of the Licensee’s election. On appointment of the Mediator, the following rules and procedures will govern the conduct of the Parties and the Mediator before and during the mediation of the Dispute: (a) prior to receiving any information relating to the Dispute, the Mediator will execute a non-disclosure agreement acceptable to the Licensee and the parties hereto shall appoint Licensor, acting reasonably; (b) within 30 days of the appointment of the Mediator, each Party will provide to the Mediator and the other Parties a mutually acceptable person as an independent evaluator written summary of its position with respect to the Dispute and copies of all documents on which it intends to rely; (c) after each of the “Evaluator”Parties has provided its summary and documents under Section 11.5(b), but not more than 60 days from the appointment of the Mediator, the Parties will meet in the presence of the Mediator with a view to resolving the Dispute. The role of the Mediator will be to assist in negotiating a resolution of a Dispute and will not make a binding decision without the Parties’ prior written agreement; (d) the mediation of a Dispute may be terminated by either Party, by giving notice to conduct the evaluation set forth other Party: (i) if the other Party fails to comply with its obligations under this Section 11.5; or (ii) if the Parties cannot agree on a resolution of the Dispute within 60 days from the appointment of the Mediator; (e) any information or documents disclosed by either Party under this Section 11.5 must be kept confidential and must not be used except to attempt to resolve the Dispute; and (f) each Party must bear its own costs of complying with Section 11.5 and the Parties must bear equally the costs of any Mediator appointed hereunder. 11.6 If the Parties cannot agree on the resolution of the Dispute within 60 days from the appointment of the Mediator, or if the mediation of the Dispute has been terminated under Section 11.5(d), then the Licensee will (counting from the later of the end of such 60-day period or the date of the termination of mediation) have a further 90 days to remedy the breach in accordance with Section 18.5 or dispute the existence of the breach. Nothing in this Section will limit the right of either Party to file suit in the court of its choice in accordance with Article 1115.0.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the The Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the University, except as required by lawlaw and except that the Licensee and any of its sublicensees may disclose the existence and nature of this Agreement and (subject to the confidentiality provisions of Article 10) the nature of the technology being licensed without the need for the University’s consent. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the University, which approval shall not be unreasonably withheld, except as required by law. If the Licensee is required by law to act in contravention of this Article, to the extent permissible by law, the Licensee shall provide the University with sufficient advance notice in writing to permit the University to bring an application or other proceeding to contest the requirement. 11.2 The Licensee will not register or use any tradeUBC Trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents shall use its commercially reasonable efforts to [†]. The University acknowledges and warrants agrees that subject to the University thatUniversity’s prior review and approval of the terms in the contemplated sublicense between the Licensee and AMT pursuant to Article 4.1, the granting of such a sublicense by the Licensee to AMT will meet the forgoing obligation of the Licensee. Without limiting the generality of the foregoing, the Licensee covenants and agrees that it shall provide to the University, on each of the first five anniversaries of the Commencement Date of the License Agreement or the date of an amendment to the License Agreement, a written report (the “Status Report”) summarizing the Licensee’s development activities relating to the Technology and any Improvements that sets out all of the following information: (a) it intends to building, develop a summary of the research and acquire development activities that the infrastructure, expertise and resources Licensee has undertaken in the course of the preceding 12 months to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution a detailed summary of sublicensing agreementsany and all improvements, the infrastructurevariations, expertise updates, modifications and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating enhancements to the Technology and any Improvements licensed hereunder; and (d) it which the Licensee has or intends to have developed and/or acquired in the expertise and resources to initiate and maintain an appropriate program limiting the distribution course of the Informationpreceding 12 months, Technologyincluding any improvements, variations, updates, modifications and enhancements to the Technology or any Improvements and of which the Licensee has been advised by any related biological materials as set out in this Agreement and to obtain the appropriate nonsublicensee, or sub-disclosure agreements from all persons who may have access to the Technology, and any Improvements and related biological materials. 11.4 The Licensee shall use commercially reasonable efforts to develop and exploit the Technology and any Improvements and to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization sublicensee of the Technology Licensee; and any Improvements. Without limiting the generality of the foregoing, the Licensee shall: (a) [***] (b) [***]†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (c) [***]any and all corporate alliances formed by the Licensee related to the Technology or any Improvements in the course of the preceding 12 months, including any such corporate alliances of which the Licensee has been advised by a sublicensee or sub-sublicensee of the Licensee. (i) [***] (ii) [***] (d) [***] 11.5 11.4 If the University is of the view that the Licensee is in material breach of Article 11.411.3, then the University shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “Evaluator”) to conduct the evaluation set forth in Article 11.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7Section 10.11, except as expressly set out herein, the Licensee shall will not use any of the UBC Licensor Trade-marks or make reference to the University Licensor or its name name, or the names of UPNG or IND Agency, in any advertising or publicity whatsoeverpublicity, without the prior written consent of the UniversityLicensor. The Licensee may identify the title of this Agreement, except as the parties to this Agreement and the names of the inventors of the Technology and any Improvements. Without limitation, the Licensee will not, unless otherwise required by law. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect regarding this Agreement without first obtaining the Licensor’s written approval, such approval not to be unreasonably withheld. If the Licensor has not provided or refused its consent in writing within three business days of a request pursuant to this Agreement or any activity contemplated herein without Section, the prior review and approval of same by the University, except as required by lawLicensor shall be deemed to have consented. If the Licensee is required by law to act in contravention of this ArticleSection 11.1, the Licensee shall will (as is reasonably possible in the circumstances) provide the University Licensor with sufficient advance prior notice in writing to permit the University Licensor to bring an application or other proceeding to contest the requirement. Nothing in this Section will require the Licensee to obtain permission from the Licensor to release information previously released by the Licensee in accordance with the terms of this Section. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents and warrants to the University that: (a) Licensor that it intends to buildingbuild, develop and and/or acquire the infrastructure, expertise and resources resources: (a) to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis in major markets patent infringement with respect to regarding any patent relating to included in the Technology and any Improvements licensed hereunderunder this Agreement; and (d) it has or intends to have the expertise and resources to initiate and maintain an appropriate program limiting the distribution of the Confidential Information, Technology, the Technology and any Improvements and any related biological materials as set out provided for in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access to the Technology, Technology and any Improvements and related biological materialsImprovements. 11.4 11.3 The Licensee shall use commercially will: (a) allocate reasonable efforts time to develop the development and exploit commercialization of the Technology and any Improvements and ; (b) use reasonable efforts to promote, market and sell the Products and utilize the Technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of exploit the Technology and any Improvements. Without limiting the generality of the foregoing, the Licensee shall: (a) [***] (b) [***] (c) [***]until the Licensee has received at least $10 million (Canadian funds) as contemplated by Section 4.2(b), provide copies of all minutes of all directors meetings of the Licensee in a timely manner and in no case later than 30 days after the holding of any directors meetings. (i) [***] (ii) [***] (d) [***] 11.5 11.4 If the University Licensor is of the view that the Licensee is in material breach of Article Section 11.3, the Licensor may give notice thereof to the Licensee and, within 15 days of receiving such notice, the Licensee shall provide notice to the Licensor of its election to: (a) proceed with remedying the breach in accordance with Section 18.5; (b) dispute the breach (in this Section 11.0, a “Dispute”) and refer the Dispute to mediation in accordance with Section 11.5; or (c) accept the breach. If the Licensee fails to make an election in accordance with this Section 11.4, then the University shall notify Licensee will be deemed to have accepted the breach and the Licensor may terminate this Agreement. 11.5 If the Licensee elects to refer a Dispute to mediation, the Licensor will appoint a mediator (in this Section 11.0, the “Mediator”) within 15 days of the Licensee’s election. On appointment of the Mediator, the following rules and procedures will govern the conduct of the Parties and the Mediator before and during the mediation of the Dispute: (a) prior to receiving any information relating to the Dispute, the Mediator will execute a non-disclosure agreement acceptable to the Licensee and the parties hereto shall appoint Licensor, acting reasonably; (b) within 30 days of the appointment of the Mediator, each Party will provide to the Mediator and the other Parties a mutually acceptable person as an independent evaluator written summary of its position with respect to the Dispute and copies of all documents on which it intends to rely; (c) after each of the “Evaluator”Parties has provided its summary and documents under Section 11.5(b), but not more than 60 days from the appointment of the Mediator, the Parties will meet in the presence of the Mediator with a view to resolving the Dispute. The role of the Mediator will be to assist in negotiating a resolution of a Dispute and will not make a binding decision without the Parties’ prior written agreement; (d) the mediation of a Dispute may be terminated by either Party, by giving notice to conduct the evaluation set forth other Party: (i) if the other Party fails to comply with its obligations under this Section 11.5; or (ii) if the Parties cannot agree on a resolution of the Dispute within 60 days from the appointment of the Mediator; (e) any information or documents disclosed by either Party under this Section 11.5 must be kept confidential and must not be used except to attempt to resolve the Dispute; and (f) each Party must bear its own costs of complying with Section 11.5 and the Parties must bear equally the costs of any Mediator appointed hereunder. 11.6 If the Parties cannot agree on the resolution of the Dispute within 60 days from the appointment of the Mediator, or if the mediation of the Dispute has been terminated under Section 11.5(d), then the Licensee will (counting from the later of the end of such 60-day period or the date of the termination of mediation) have a further 90 days to remedy the breach in accordance with Section 18.5 or dispute the existence of the breach. Nothing in this Section will limit the right of either Party to file suit in the court of its choice in accordance with Article 1115.0.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the The Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the University, except as required by law. Without limiting the generality of the foregoing, the Licensee neither party shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the Universityother party, except as required by law. If the Licensee either party is required by law to act in contravention of this Article, the Licensee such party shall provide the University other party with sufficient advance notice in writing to permit the University other party to bring an application or other proceeding to contest the requirement. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents and warrants to the University that: (a) it intends to building, develop and acquire has the infrastructure, expertise and resources to develop and commercialize the Technology and any UBC Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee;; and (c) it has or intends to have the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating to the Technology and any Improvements licensed hereunder; and (d) it has or intends to have the infrastructure, expertise and resources to initiate and maintain an appropriate program limiting the distribution of the University’s Confidential Information, Technology, Technology and any Improvements UBC Improvements, and any related biological materials as set out in this Agreement and to obtain the appropriate non-disclosure agreements from all persons who may have access Agreement. 11.3 Subject to the Technologyfollowing, and any Improvements and related biological materials. 11.4 The the Licensee shall use commercially reasonable efforts to develop and exploit the Technology and any Improvements and and, subject to obtaining regulatory approval, promote, market and sell the Products and utilize the Technology and any UBC Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any ImprovementsUBC Improvements on a product-by-product basis. The University acknowledges that, with respect to Visudyne and the Technology and any UBC Improvements respecting Visudyne, the Licensee shall be deemed to be making such reasonable efforts so long as Visudyne is being marketed. Without limiting the generality of the foregoing, the Licensee shall: covenants and agrees that it shall notify the University in writing if it no longer intends to proceed with the development and commercialization of any of Product embodying any material part of the Technology or UBC Improvements (a) the “Non-Commercialized Technology”). Upon the University’s receipt of such written notice, the Non-Commercialized Technology shall be excluded from the License Grant under this Agreement and if jointly owned by the Licensee and the University shall be [***]. (b) [***] (c) [***] (i) [***] (ii) [***] (d) [***] 11.5 If 11.4 In the event that the University is of the view that the Licensee is in breach of Article 11.411.3, the University shall notify the Licensee and in writing, specifying the portion of the Technology or UBC Improvements for which it alleges that the Licensee has not used reasonable efforts as specified in Article 11.3 (the “Disputed Technology”). The parties shall use good faith efforts to resolve the matter for a period of sixty (60) days following receipt of written notice by the Licensee. If the parties hereto fail to resolve the matter within that time period, they shall appoint a mutually acceptable person as an independent evaluator (the “Evaluator”) to conduct the evaluation set forth in Article 11.5. In the event that the parties cannot agree on such an Evaluator, the appointing authority shall be the British Columbia International Commercial Arbitration Centre. 11.5 Unless the parties mutually agree otherwise, the following rules and procedures shall govern the conduct of the parties and the Evaluator before and during the investigation by the Evaluator: (a) within 30 days of the appointment of the Evaluator each party shall provide to the Evaluator and the other party copies of all documents, statements and records on which the party intends to rely in presenting its position to the Evaluator; (b) within 45 days of the appointment of the Evaluator the Licensee shall provide to the Evaluator and the University a written summary of its position respecting the Disputed Technology. On receipt of the Licensee’s summary the University shall have 15 days to prepare and submit to the Licensee and the Evaluator its own summary in reply to the summary submitted by the Licensee; (c) on receipt of the documents, statements, records and summaries submitted by the parties the Evaluator shall have 30 days within which to conduct such further inquiries as he or she may deem necessary for the purpose of reviewing the efforts made by the Licensee with respect to the Disputed Technology in compliance with the requirements of Article 11.

PRODUCTION AND MARKETING. 11.1 Notwithstanding Article 10.7, the The Licensee shall not use any of the UBC Trade-marks or make reference to the University or its name in any advertising or publicity whatsoever, without the prior written consent of the University, except as required by law. Without limiting the generality of the foregoing, the Licensee shall not issue a press release with respect to this Agreement or any activity contemplated herein without the prior review and approval of same by the University, except as required by law. If the Licensee is required by law to act in contravention of this Article, the Licensee shall provide the University with sufficient advance notice in writing to permit the University to bring an application or other proceeding to contest the requirement. 11.2 The Licensee will not register or use any trade-marks in association with the Products without the prior written consent of the University. 11.3 The Licensee represents and warrants to the University that: (a) it intends to building, develop and acquire has the infrastructure, expertise and resources to develop and commercialize the Technology and any Improvements; (b) it has or intends to have prior to the execution of sublicensing agreements, the infrastructure, expertise and resources to track and monitor on an ongoing basis performance under the terms of each sublicense agreement entered into by the Licensee; (c) it has or intends to have the expertise and resources to monitor on a world wide basis patent infringement with respect to any patent relating to the Technology and any Improvements licensed hereunder; and; (d) it has or intends to have the infrastructure, expertise and resources to initiate and maintain an appropriate program limiting the distribution of the Information, Technology, and any Improvements and any related biological materials as set out in this Agreement and to obtain the appropriate non-disclosure agreements from all persons persons, who may have access to the Technology, and any Improvements `and related biological materials; (e) it will throughout the Term of this Agreement allocate to the development and commercialization of the Technology, and any Improvements at least the same degree of diligence, expertise, infrastructure, and resources as the Licensee is allocating to the most favoured therapeutic drug developed and marketed by the Licensee. 11.4 The Licensee shall use commercially reasonable its best efforts to develop and exploit the Technology and any Improvements and to promote, market and sell the Products and utilize the Technology technology and any Improvements and to meet or cause to be met the market demand for the Products and the utilization of the Technology and any Improvements. Without limiting the generality of the foregoing, the Licensee covenants and agrees that it shall: (a) [***]file the IND within 48 months of the Commencement Date. The Licensee covenants to furnish the University with a copy of the verification with respect to such filing within 15 days after receipt of the same; (b) [***]commence Phase I clinical trials within 54 months of the Commencement Date. The Licensee covenants to notify the University, in writing, within 15 days of the commencement of Phase I clinical trials; (c) [***] (i) [***] (ii) [***]commence Xxxxx 00 clinical trials within 66 months of the Commencement Date. The Licensee covenants to notify the University, in writing, within 15 days of the commencement of Phase 11 clinical trials; (d) [***]commence Phase III clinical trials within `84 months of the Commencement Date. The Licensee covenants to notify the University, in writing, within 15 days of the commencement of Phase III clinical trials; (e) file a new drug approval within 120 months of the Commencement Date. The Licensee covenants to furnish the University with a copy of the verification with respect to such filing within 15 days after receipt of the same; and (f) approve the Products to the Market within 132 months of the Commencement Date. 11.5 The Licensee has submitted a written plan (the "Business Plan") to the University, outlining the Licensee's strategy for developing and commercializing the Technology and any Improvements. The Licensee shall update the Business Plan from time to time, and provide to the University, not more than once annually and within 60 days of a request by the University, an updated Business Plan report that includes: (a) a summary of new improvements, modifications and enhancements to the Technology made by the Licensee or any sublicensee; and (b) relevant market information and projections of Revenues for the next 12 months. The University shall have the right to review and approve each update of the Business Plan and request reasonable changes and modifications if the Business Plan is deemed to be inadequate. Performance by the Licensee in accordance with the Business Plan, once approved by the University, shall be an integral part of the Licensee's obligation to use its best efforts to develop, promote, market the Technology. 11.6 The Parties will meet annually to review progress on the development and commercialization of the Technology, and conduct two major reviews within 36 and 60 months of the Commencement Date to determine the progress by the Licensee in meeting the objectives and milestones set out in Article 11.4 and/or the Licensee's approved Business Plan. If after such a review the University has identified any deficiency by the Licensee's progress in meeting the objectives set out in Article 11.4 and l or the Licensee's approved Business Plan, then the University may at its option: (a) give notice to cure such default or correct any deficiency in accordance with Article 18.4 hereof; (b) appoint an Evaluator to conduct an evaluation to further review the Licensee's performance under Article 11.7 hereof, or (c) exercise any of its other rights on default by the Licensee in accordance with Article 18 hereof. 11.7 In the event that the University is of the view that the Licensee is in breach of Article 11.4, the University shall notify the Licensee and the parties hereto shall appoint a mutually acceptable person as an independent evaluator (the “"Evaluator”") to conduct the evaluation set forth in Article 11.