Common use of WARRANTY: SUPERIOR-RIGHTS Clause in Contracts

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants (i) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENT. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”)States, as set forth below, BOARD represents and warrants (i) to the best of its knowledge that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS LICENSED SUBJECT MATTER, and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTexcept as stated herein. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any agreement and any applicable law law. [*#*] CONFIDENTIAL TREATMENT REQUESTED or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way anyway by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT, and further warrants and represents that (i) it has had sufficient opportunity to perform due diligence with respect to all items and issues pertaining to this Article III and all other matters pertaining to this AGREEMENT; and (ii) LICENSEE believes it has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1. Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2. LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3. LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDMATTER BOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, 14.4. LICENSEE by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants (i) that it has legal authority to enter into this AGREEMENT, (ii) that it is the sole owner of the entire right, title, and interest in and to the PATENT RIGHTS RIGHTS, (iii) to its belief that it is the owner of the entire right, title, and interest in and to the TECHNOLOGY RIGHTS, (iiiv) that it has the sole right to grant licenses thereunderunder the LICENSED SUBJECT MATTER, and (iiiv) that it UT SOUTHWESTERN has not knowingly granted licenses under the LICENSED SUBJECT MATTER to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under except as stated herein. *** Certain information, as identified by [***], has been excluded from this AGREEMENTagreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any such agreement and any applicable law or regulation, to the extent of the GOVERNMENT’S rights under 35 U.S.C. 200, et. seq. If there is a conflict between such GOVERNMENT rights under any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevailprevail to the extent of such rights. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed take all reasonable action necessary to enable UT SOUTHWESTERN to satisfy its obligations, if any, under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States35 U.S.C. 200, unless a written waiver is obtained in advance from the GOVERNMENTet seq. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. Except as set forth in Paragraph 3.5 below, BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 As of the Securities Act EFFECTIVE DATE, UT SOUTHWESTERN acknowledges that it has not received any communications from third parties that allege or threaten the validity or enforceability of 1933, as amendedPATENT RIGHTS. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT and all other matters pertaining to this AGREEMENT; and (ii) LICENSED has Adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein. 3.5 To UT SOUTHWESTERN’S knowledge as of the EFFECTIVE DATE: (i) the patent applications listed in attached Exhibit 2 constitute all of the pending patent applications filed by UT SOUTHWESTERN related to LICENSED SUBJECT MATTER, (ii) BOARD does not own or control any rights to any patent or patent application the claims of which would dominate any practice of the LICENSED SUBJECT MATTER and on which any of the INVENTORS is named as an inventor, (iii) the PATENT RIGHTS name all of the inventors of the inventions claimed therein. As of the EFFECTIVE DATE, neither BOARD nor UT SOUTHWESTERN is aware of any claim by a third party that any other person is an inventor thereof.

WARRANTY: SUPERIOR-RIGHTS. 3.1 13.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 13.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America (“Government”) and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. To the extent required by applicable law or regulation, LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 13.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 13.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENTAGREEMENT and LICENSEE is entering into this AGREEMENT voluntarily.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America (“Government”) and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. To the extent required by applicable law or regulation, LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENTAGREEMENT and LICENSEE is entering into this AGREEMENT voluntarily.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”)States, as set forth below, BOARD Board represents and warrants its belief that (i) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLicensed Subject Matter, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTLicensee except as stated herein. 3.2 LICENSEE Licensee understands that the LICENSED SUBJECT MATTER Licensed Subject Matter may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT Agreement is explicitly made subject to the GOVERNMENT’S Government’s rights under any agreement and any applicable law or regulation. If there is a conflict between any an agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE Licensee understands and acknowledges that BOARDBoard, by this AGREEMENTAgreement, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTERLicensed Subject Matter. BOARDBoard, by this AGREEMENTAgreement, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSBoard in the Licensed Field, nor does BOARD Board make any representation that the inventions contained in PATENT RIGHTS Patent Rights do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedBoard. 3.4 LICENSEELicensee, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARDBoard, SYSTEMSystem, UT SOUTHWESTERN University or its employees to enter into this AGREEMENTAgreement, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Article 3 and all other matters pertaining to this Agreement; and (ii) Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN MDA or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. XV.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, 14.1 BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that in the event that the LICENSED SUBJECT MATTER may have been was developed under a funding agreement with the GOVERNMENT and, if so, that Government of the United States of America (“GOVERNMENT”),the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S ’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the such GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges that BOARDUNDERSTANDS AND AGREES THAT BOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, makes no representation as to the operability or fitness for any useMAKE NO REPRESENTATION AS TO THE OPERABILITY OR FITNESS FOR ANY USE, safetySAFETY, efficacyEFFICACY, approvability by regulatory authoritiesAPPROVABILITY BY REGULATORY AUTHORITIES, time and cost of developmentTIME AND COST OF DEVELOPMENT, patentabilityPATENTABILITY, and/or breadth of the AND/OR BREADTH OF THE LICENSED SUBJECT MATTER. BOARDBOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to ALSO MAKE NO REPRESENTATION AS TO WHETHER ANY PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in COVERED BY PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by IS VALID OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY BOARD OR MD XXXXXXXX IN THE LICENSED FIELD, NOR DO BOARD AND MD XXXXXXXX MAKE ANY REPRESENTATION THAT THE INVENTIONS CONTAINED IN PATENT RIGHTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD OR THAT WILL BE HELD BY OTHERS OR BY BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN MD XXXXXXXX or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth belowhereinbelow, BOARD represents and warrants (i) its belief that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS LICENSED SUBJECT MATTER, and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted hereunder except as stated herein. In addition, BOARD represents and warrants that it owns and will own all right, title and interest in and to LICENSEE under this AGREEMENTthe patent applications listed in Exhibit A as of the Effective Date, and all patents that will issue thereon; and that the patents listed on Exhibit A comprise all patents and applications owned by BOARD or MDA that claim inventions of any of the inventors listed therein which pertain to the p53 gene or K-ras or gene therapy. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT such Government agreement, applicable law law, or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any usepatentability, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentabilityvalidity, and/or breadth of the LICENSED SUBJECT MATTERinventions contained in the PATENT RIGHTS. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, 14.1 BOARD represents and warrants its belief that (ia) that it is the sole co-owner (together with LICENSEE) of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that in the event that the LICENSED SUBJECT MATTER may have been was developed under a funding agreement with the GOVERNMENT and, if so, that Government of the GOVERNMENT United States of America (“Government”),the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges that BOARDUNDERSTANDS AND AGREES THAT BOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, makes no representation as to the operability or fitness for any useMAKE NO REPRESENTATION AS TO THE OPERABILITY OR FITNESS FOR ANY USE, safetySAFETY, efficacyEFFICACY, approvability by regulatory authoritiesAPPROVABILITY BY REGULATORY AUTHORITIES, time and cost of developmentTIME AND COST OF DEVELOPMENT, patentabilityPATENTABILITY, and/or breadth of the AND/OR BREADTH OF THE LICENSED SUBJECT MATTER. BOARDBOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to ALSO MAKE NO REPRESENTATION AS TO WHETHER ANY PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in COVERED BY PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by IS VALID OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY BOARD OR MD XXXXXXXX IN THE LICENSED FIELD, NOR DO BOARD AND MD XXXXXXXX MAKE ANY REPRESENTATION THAT THE INVENTIONS CONTAINED IN PATENT RIGHTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD OR THAT WILL BE HELD BY OTHERS OR BY BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN MD XXXXXXXX or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 15.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants A&M represent and warrant their belief that (ia) that it is they are the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has they have the sole right to grant licenses thereunder, and (iiic) that it has they have not knowingly granted licenses under the LICENSED SUBJECT MATTER a license thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 15.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used . 15.3 As of the EFFECTIVE DATE, to the knowledge and belief of UTMDACC’s and A&M’s respective offices of technology transfer, there is no claim, pending or SOLD threatened, of infringement, interference or invalidity regarding, any part or all of the PATENT RIGHTS and their use as contemplated in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENTunderlying patent applications as presently drafted. 3.3 15.4 LICENSEE understands and acknowledges that UNDERSTANDS AND AGREES THAT BOARD, by this UTMDACC AND A&M, BY THIS AGREEMENT, makes no representation as to the operability or fitness for any useMAKE NO REPRESENTATIONS AND MAKE NO WARRANTIES OF ANY KIND, safetyEITHER EXPRESS OR IMPLIED, efficacyINCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AS TO THE OPERABILITY OR FITNESS FOR ANY USE, approvability by regulatory authoritiesSAFETY, time and cost of developmentEFFICACY, patentabilityAPPROVABILITY BY REGULATORY AUTHORITIES, and/or breadth of the TIME AND COST OF DEVELOPMENT, PATENTABILITY, AND/OR BREADTH OF THE LICENSED SUBJECT MATTER. BOARD, by this UTMDACC AND A&M, BY THIS AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to ALSO MAKE NO REPRESENTATION AS TO WHETHER ANY PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in COVERED BY PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by IS VALID OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY BOARD OR A&M DIRECTED TO LICENSED SUBJECT MATTER, NOR DOES BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.UTMDACC OR A&M MAKE ANY REPRESENTATION THAT THE INVENTIONS CONTAINED IN PATENT RIGHTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD OR THAT WILL BE HELD BY OTHERS OR BY BOARD OR A&M. 3.4 15.5 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC, A&M or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, 14.1 BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that in the event that the LICENSED SUBJECT MATTER may have been was developed under a funding agreement with the GOVERNMENT and, if so, that Government of the United States of America (“GOVERNMENT”),the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S 's rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the such GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges that BOARDUNDERSTANDS AND AGREES THAT BOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, makes no representation as to the operability or fitness for any useMAKE NO REPRESENTATION AS TO THE OPERABILITY OR FITNESS FOR ANY USE, safetySAFETY, efficacyEFFICACY, approvability by regulatory authoritiesAPPROVABILITY BY REGULATORY AUTHORITIES, time and cost of developmentTIME AND COST OF DEVELOPMENT, patentabilityPATENTABILITY, and/or breadth of the AND/OR BREADTH OF THE LICENSED SUBJECT MATTER. BOARDBOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to ALSO MAKE NO REPRESENTATION AS TO WHETHER ANY PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in COVERED BY PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by IS VALID OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY BOARD OR MD XXXXXXXX IN THE LICENSED FIELD, NOR DO BOARD AND MD XXXXXXXX MAKE ANY REPRESENTATION THAT THE INVENTIONS CONTAINED IN PATENT RIGHTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD OR THAT WILL BE HELD BY OTHERS OR BY BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN MD XXXXXXXX or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 A. Except for the rights, if any, any of the government Government of the United States or the State of America (“GOVERNMENT”)New York, as set forth below, BOARD CLARKSON represents and warrants its belief that (i) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLicensed Subject Matter, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTexcept as stated herein. 3.2 B. LICENSEE understands that the LICENSED SUBJECT MATTER Licensed Subject Matter may have been developed under a funding agreement with the GOVERNMENT andGovernment of the United States and/or the State of New York, and if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT Agreement is explicitly made subject to the GOVERNMENT’S Government's rights under any agreement and any applicable law or regulation. If there is a conflict between any an agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT Government agreement, applicable law law, or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 C. LICENSEE understands and acknowledges that BOARDCLARKSON, by this AGREEMENTAgreement, makes no representation as to the operability or fitness for of any use, safety, efficacy, approvability by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTERLicensed Subject Matter. BOARDCLARKSON, by this AGREEMENTAgreement, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSCLARKSON in the Licensed Field, nor does BOARD CLARKSON make any representation that the inventions inventors contained in PATENT RIGHTS Patent Rights do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCLARKSON. 3.4 D. LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN CLARKSON or its employees to enter into this AGREEMENTAgreement, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Article and all other matters pertaining to this Agreement; and (ii) LICENSEE has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD MOLECULIN represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS LICENSED SUBJECT MATTER developed by MOLECULIN and TECHNOLOGY RIGHTSit has the exclusive right to license LICENSED SUBJECT MATTER covered by the UTMDACC OPTION, (iib) that it has (or will have in the case of the LICENSED SUBJECT MATTER covered by the UTMDACC OPTION) the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENT. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative theretohereunder except as stated herein. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges agrees that BOARDMOLECULIN, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDMOLECULIN, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant MOLECULIN or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does BOARD MOLECULIN make any representation that the inventions contained in PATENT RIGHTS or LICENSED PRODUCTS do not infringe any other patents now held or that will be held by others or by BOARDMOLECULIN. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, hereof acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN MOLECULIN or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), US Government as set forth below, BOARD represents Licensors represent and warrants warrant their belief that (i) that it is they are the sole owner owners of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLicensed Subject Matter, (ii) that it has they have the sole right to grant licenses thereunderthereto, and (iii) that it has they have not knowingly granted licenses under the LICENSED SUBJECT MATTER any license thereto to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENT. 3.2 LICENSEE entity. Licensee understands and acknowledges that the LICENSED SUBJECT MATTER Licensed Subject Matter (or portions thereof) may have been developed under a funding agreement with using funds from the GOVERNMENT US Government and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT Agreement is explicitly made subject to the GOVERNMENT’S Government’s rights under any agreement and any applicable law or regulation. If Should there is be a conflict between any such agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT Government agreement, applicable law or regulation shall prevailcontrol. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE Licensee understands and acknowledges that BOARDLicensors, by this AGREEMENTAgreement, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTERLicensed Subject Matter. BOARDLicensors, by this AGREEMENTAgreement, also makes make no representation as to whether there are any patents now held, or which will to be heldheld in the future, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the Licensed Field, nor does BOARD do Licensors make any representation that the inventions contained in PATENT RIGHTS Technology Rights do not infringe any other patents now held or that will be held by others or by BOARDupon the rights of third parties. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEELicensee, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN Licensors or its their employees to enter into this AGREEMENTAgreement, and further warrants and represents that (i) it has concluded sufficient due diligence with respect to all items and issues pertaining to this Article 3 and all other matters pertaining to this Agreement; and (ii) Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct due diligence, and agrees to accept all risks inherent herein. License Grant Licensors hereby grant to Licensee a royalty-bearing, exclusive license (no right to sub-license) under Licensed Subject Matter to make, have made, use and/or sell Licensed Products within the Licensed Territory for use within the Licensed Field. This grant is subject to the payment by Licensee to Licensors of all consideration as provided below, and is further subject to rights by Licensors to: (a) publish general scientific findings from research related to Licensed Subject Matter subject to Article 13 (Confidential Information) below; and (b) use the Licensed Subject Matter for research, teaching and other educationally-related purposes.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth belowhereinbelow, BOARD represents and warrants (i) its belief that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS LICENSED SUBJECT MATTER, and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way anyway by BOARD, SYSTEM, UT SOUTHWESTERN MDA or its employees thereof to enter into this AGREEMENTAgreement, and further warrants and represents that (i) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to Article XIV herein and all other matters pertaining to this Agreement; and (ii) LICENSEE has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENTGovernment”), as set forth below, BOARD represents and warrants its belief that (i1) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (ii2) that it has the sole right to grant licenses thereunder, and (iii3) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTexcept as stated herein. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any pre-existing agreement and any applicable law or regulation. If there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT.

WARRANTY: SUPERIOR-RIGHTS. 3.1 A. Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”)States, as set forth below, BOARD CLARKSON represents and warrants its belief that (i) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLicensed Subject Matter, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTexcept as stated herein. 3.2 B. LICENSEE understands that the LICENSED SUBJECT MATTER Licensed Subject Matter may have been developed under a funding agreement with the GOVERNMENT andGovernment of the United States of America, and if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT Agreement is explicitly made subject to the GOVERNMENT’S Government's rights under any agreement and any applicable law or regulation. If there is a conflict between any an agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 C. LICENSEE understands and acknowledges that BOARDCLARKSON, by this AGREEMENTAgreement, makes no representation as to the operability or fitness for of any use, safety, efficacy, approvability by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTERLicensed Subject Matter. BOARDCLARKSON, by this AGREEMENTAgreement, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSCLARKSON in the Licensed Field, nor does BOARD CLARKSON make any representation that the inventions inventors contained in PATENT RIGHTS Patent Rights do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCLARKSON. 3.4 D. LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN CLARKSON or its employees to enter into this AGREEMENTAgreement, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Article 3 and all other matters pertaining to this Agreement; and (ii) Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 LICENSEE understands that one of the inventors listed on Exhibit II, Txxxxxxx Xxxxxxxx, was an employee of University of Miami. LICENSEE further understands that, to the extent Txxxxxxx Xxxxxxxx is an inventor on the claims of any patent applications or patents relating to the technologies listed on Exhibit II, that University of Miami and/or Txxxxxxx Xxxxxxxx may claim an ownership interest in said patent applications and/or patents. 14.2 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief, with respect to the technologies listed on Exhibit I, that: (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSthe LICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under thereunder to any other entity that would restrict rights granted hereunder except as stated herein. BOARD makes no representation or warranty regarding the rights, if any, of the University of Miami and/or Txxxxxxx Xxxxxxxx in and to the technologies set forth in Exhibit II. BOARD does not represent or warrant that LICENSEE shall have the exclusive rights to practice the LICENSED SUBJECT MATTER with respect to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the technologies listed on Exhibit II as a result of the license rights granted to LICENSEE under this AGREEMENTherein. 3.2 14.3 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America (“Government”) and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 14.4 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in BOARD and UTMDACC, by this documentAGREEMENT, marked by bracketsalso make no representation, is filed with respect to the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933technologies listed on Exhibit II, as amendedto whether or not the University of Miami and/or Txxxxxxx Xxxxxxxx has a joint ownership interest in any patent, patent application or technology covered by the PATENT RIGHTS and TECHNOLOGY RIGHTS. 3.4 14.5 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT, including, but not limited to, the interest of University of Miami and/or Txxxxxxx Xxxxxxxx in the technologies listed in Exhibit II, if any; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth belowbelow and the rights that Seattle Children’s Research Institute has with respect to [***], BOARD and any related PATENT RIGHTS, FHCRC represents and warrants that [***] (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under thereunder, or liens, encumbrances, security interests or restrictions to any other entity that would conflict with the rights granted hereunder except as stated herein, (d) there are no actions, suits, investigations, claims or proceedings involving FHCRC and relating to the LICENSED SUBJECT MATTER pending or threatened in writing to FHCRC, and (e) Exhibit A contains a complete list of all current patent applications and patents owned (in whole and in part) by FHCRC as of the Effective Date relating to [***]. FHCRC covenants that it will not grant during the term of this AGREEMENT any other person right, license or entity that would conflict withinterest in the LICENSED SUBJECT MATTER, or otherwise restrict BOARD’S ability to grant any portion thereof, inconsistent with the license rights granted to LICENSEE under herein, and further represents and warrants that the execution, delivery and performance of this AGREEMENTAGREEMENT have been duly authorized by all necessary corporate action on the part of FHCRC. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that any LICENSED PRODUCTS subject to 35 U.S.C. § 204 that are used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENTGovernment. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDFHCRC, by this AGREEMENT, makes no other representation or warranty as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDFHCRC, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended**]. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN FHCRC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT, and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. LICENSEE represents that it is a duly organized, validly existing corporation under the laws of the state of Delaware, and is in good standing under the laws of the state of Delaware, and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder, and that the execution, delivery and performance of this AGREEMENT have been duly authorized by all necessary corporate action on the part of LICENSEE.

WARRANTY: SUPERIOR-RIGHTS. 3.1 A. Except for the rights, if any, any of the government Government of the United States or the State of America (“GOVERNMENT”)New York, as set forth below, BOARD Clarkson represents and warrants its belief that (i) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLicensed Subject Matter, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTexcept as stated herein. 3.2 B. LICENSEE understands that the LICENSED SUBJECT MATTER licensed Subject Matter may have been developed under a funding agreement with the GOVERNMENT andGovernment of the United States and/or the State of New York, and if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT Agreement is explicitly made subject to the GOVERNMENT’S Government's rights under any agreement and any applicable law or regulation. If there is a conflict between any an agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT Government agreement, applicable law law, or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 C. LICENSEE understands and acknowledges that BOARDCLARKSON, by this AGREEMENTAgreement, makes no representation as to the operability or fitness for of any use, safety, efficacy, approvability by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTERLicensed Subject Matter. BOARDCLARKSON, by this AGREEMENTAgreement, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSCLARKSON in the Licensed Field, nor does BOARD CLARKSON make any representation that the inventions inventors contained in PATENT RIGHTS Patent Rights do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCLARKSON. 3.4 D. LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN CLARKSON or its employees to enter into this AGREEMENTAgreement, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Article 3 and all other matters pertaining to this Agreement; and (ii) LICENSEE has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants (i1) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (ii2) that it has the sole right to grant licenses thereunder, and (iii3) its belief that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTexcept as stated herein. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT, and further warrants and represents that (1) it has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (2) LICENSEE has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD 14.1 LICENSOR represents and warrants that at EFFECTIVE DATE (ia) that it is and REGA are jointly the sole owner owners of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTS, (iib) that it has the sole right to grant licenses sublicenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER sublicenses thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under hereunder except as stated herein; (d) it is not aware (not having made any enquiries or carried out any searches) of any belief that any patent comprised within PATENT RIGHTS is not valid or of any patent owned by LICENSOR and not included in PATENT RIGHTS which would be infringed by LICENSEE’s use of PATENT RIGHTS in accordance with the terms of this AGREEMENT. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.2 LICENSEE understands and acknowledges agrees that BOARDLICENSOR, by this AGREEMENT, makes no representation as to the quality, operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, PATENT RIGHTS or TECHNOLOGY RIGHTS, LICENSOR, by this AGREEMENT, also save as set out in section 14.1 hereinabove makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, LICENSOR in the LICENSED FIELD nor does BOARD LICENSOR make any representation that the inventions contained in PATENT RIGHTS and/or LICENSED SUBJECT MATTER do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedothers. 3.4 14.3 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN LICENSOR or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has had the opportunity to conduct sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE possesses adequate knowledge and expertise, or has had the opportunity to use knowledgeable and expert consultants, to adequately conduct such due diligence, and subject to the representations and warranties provided by LICENSOR in section 14.1, agrees to accept all risks inherent herein; (c) LICENSEE is a corporation duly incorporated and validly existing under the laws of the state of Delaware, United States of America, with all corporate power and authority to enter into this Agreement and to perform its obligations hereunder including payment of all sums due to the Licensor hereunder; (d) the execution of this AGREEMENT by LICENSEE has been duly authorised by all requisite action on the part of LICENSEE and constitutes a valid, binding and enforceable obligation of LICENSEE; and (e) LICENSEE is not a party to any agreement (express or implied that may conflict with its obligations hereunder.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (i1) that it is the sole owner of the entire an undivided joint right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (ii2) that it has the sole right to grant licenses an exclusive license to its rights, title and interest thereunder, and (iii3) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. INFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Governments rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, and efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way anyway by BOARD, SYSTEM, UT SOUTHWESTERN MDA or its employees thereof to enter into this AGREEMENTAgreement, and further warrants and represents that (i) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this Agreement; and (ii) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth belowbelow and subject to the limitations set forth in Section 14.2, BOARD represents and warrants HJF represent and warrant their belief that (ia) that it is they are the sole owner owners of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has they have the sole right to grant licenses thereunder, and (iiic) that it has they have not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict withrestrict rights granted hereunder except as stated herein. 14.2 As more specifically set forth in ATTACHMENT A, Xxxxx Xxxxxxxxx has assigned her right, title and interest as a co-inventor of BOARD INVENTION to BOARD, and has represented and warranted to BOARD that her interest in the BOARD INVENTION is not obligated to a third party and that she is free to transfer her interest in the BOARD INVENTION to BOARD. BOARD and UTMDACC do not represent or otherwise restrict warrant the extent of Xxxxx Xxxxxxxxx’ interest in BOARD INVENTION. BOARD’S ability ’s rights and interest in any Patent Rights, Technology Rights and/or Licensed Subject Matter as a result of Xxxxx Xxxxxxxxx being a co-inventor thereof are limited to grant the license rights granted to LICENSEE under this AGREEMENT.the BOARD by Xxxxx Xxxxxxxxx in ATTACHMENT A. 3.2 14.3 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed by an employee or employees of, or under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. In addition, the Government retains the right to use the INVENTION and/or PATENT RIGHTS for noncommercial research purposes. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.4 LICENSEE understands and acknowledges agrees that BOARD, UTMDACC and HJF by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, UTMDACC and HJF, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant BOARD, UTMDACC or subordinate to PATENT RIGHTSHJF in the LICENSED FIELD, nor does BOARD do BOARD, UTMDACC and HJF make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedBOARD or HJF. 3.4 14.5 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC, HJF or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD XX. XXXXX represents and warrants his belief that (ia) that it he is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it he has the sole right to grant licenses thereunder, and (iiic) that it he has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 LICENSEE 14.2 GREENHOUSE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE . 14.3 GREENHOUSE understands and agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARDXX. XXXXX, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDXX. XXXXX, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSXX. XXXXX in the LICENSED FIELD, nor does BOARD XX. XXXXX make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARDXX. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedXXXXX. 3.4 LICENSEE14.4 GREENHOUSE, by execution hereof, acknowledges, covenants and agrees that it GREENHOUSE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN XX. XXXXX or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) GREENHOUSE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) GREENHOUSE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America ("Government") and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDCC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTERMATTER or DERIVED PRODUCTS. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSESE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below and except as set forth in Sections 14.5 and 14.6, below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America (“Government”) and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States States, to the extent covered by such LICENSED SUBJECT MATTER PRODUCTS were developed under a funding agreement with the GOVERNMENT Government, will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. If LICENSEE can establish that, under the circumstances, domestic manufacture is not commercially feasible, then upon LICENSEE’s request and at LICENSEE’s expense, UTMDACC will assist LICENSEE as reasonably necessary to obtain such a waiver. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. 14.5 UTMDACC previously entered into a Sponsored Laboratory Study Agreement dated April 19, 2007 (“SLSA”) with “Moleculin, Inc,” which addresses intellectual property rights and other rights between the parties under the SLSA. LICENSEE represents and warrants that LICENSEE (i.e., Moleculin, LLC, a limited liability company organized under the laws of the state of Texas) is the party that entered into the SLSA with UTMDACC, that the use of the term “Moleculin, Inc.” references in the SLSA was a typographical error and such term was intended to and did refer to Moleculin, LLC and, and as such, LICENSEE (Moleculin, LLC) holds and is entitled to exercise all rights that Moleculin, Inc. may have under the SLSA and that no other person or entity is entitled to exercise such rights. LICENSEE understands and agrees that if this representation is not true, then this AGREEMENT (including but not limited to, the license and all other rights granted under this AGREEMENT to LICENSEE) may be declared, at UTMDACC’s sole option, to be null and void. In addition, UTMDACC shall have the right, as provided in Section 13.3(e) to immediately terminate this AGREEMENT LICENSEE shall indemnify and hold BOARD, SYSTEM and UTMDACC harmless as provided in ARTICLE IX in the event of any breach by LICENSEE of the representations and warranties set forth in this Section 14.5. 14.6 Notwithstanding any provision herein to the contrary, LICENSEE understands and acknowledges that Dx. Xxxxxx Lesyng, of Warsaw, Poland, has asserted that he is a co-inventor of MDA03-123 and that, if appropriate, UTMDACC will add Dr. Lesyng as an inventor on any patent application or patents relating to MDA03-123. UTMDACC will promptly notify LICENSEE if Dr. Lesyng is added as an inventor. Dr. Lesyng is not an employee of nor was he an employee of BOARD or UTMDACC at the time MDA03-123 was created. If Dr. Lesyng is added as an inventor, LICENSEE understands and agrees that Dr. Lesyng will have an independent right to assign or to grant licenses under his interest in the patent or patent applications relating to MDA03-123. If Dr. Lesyng is added as an inventor, the license and any and all rights granted to LICENSEE under this AGREEMENT with respect to MDA03-123 (including all related patent applications, patents, PATENT RIGHTS and/or TECHNOLOGY RIGHTS), shall thereafter become an exclusive license with respect to BOARD’s interest only in such related patent applications or patents, and will thus no longer be an exclusive license with respect to such patent applications or patents. In the event LICENSEE’s rights to MDA03-123 become exclusive only with respect to BOARD’s interest, and are effectively reduced to non-exclusive as a result of Lesyng’s joint inventorship and/or ownership, LICENSEE shall have the tight to amend this AGREEMENT to delete MDA03-123 from EXHIBIT I. In either event, LICENSEE shall not be entitled to a refund or a reduction of any amounts due under ARTICLE IV.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b)LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), ) as set forth below, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (iwithout further inquiry) that it (a) BOARD is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it BOARD has the sole right to grant licenses thereunder, and (iiic) that it BOARD has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any such agreement and any applicable Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the such GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information However, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (without further inquiry) the inventions contained in this document, marked PATENT RIGHTS do not infringe any other patents now held by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedUTMDACC. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth belowhereinbelow, BOARD represents and warrants (i) its belief that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS LICENSED SUBJECT MATTER, and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted hereunder except as Stated herein. In addition, BOARD represents and warrants that it owns and will own all right, title and interest in and to LICENSEE under this AGREEMENTthe patent applications listed on Exhibit A as of the Effective Date, and all patents that will issue thereon; and that the patents listed on Exhibit A comprise all patents and applications owned by BOARD or MDA that claim inventions of any of the inventors listed therein which pertain to the p53 gene or K-ras or gene therapy. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any usepatentability, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentabilityvalidity, and/or breadth of the LICENSED SUBJECT MATTERinventions contained in the PATENT RIGHTS. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), ) as set forth below, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (iwithout Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (a) that it BOARD is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it BOARD has the sole right to grant licenses thereunder, and (iiic) that it BOARD has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the such GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information However, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (without further inquiry) the inventions contained in this document, marked PATENT RIGHTS do not infringe any other patents now held by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedUTMDACC. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), ) as set forth below, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (iwithout further inquiry) that it (a) BOARD is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it BOARD has the sole right to grant licenses thereunder, and (iiic) that it BOARD has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the such GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information However, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (without further inquiry) the inventions contained in this document, marked PATENT RIGHTS do not infringe any other patents now held by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedUTMDACC. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (“Government”) and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. To the extent required by applicable law or regulation, LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), ) as set forth below, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (iwithout further inquiry) that it (a) BOARD is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it BOARD has the sole right to grant licenses thereunder, and (iiic) that it BOARD has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the such GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information However, BOARD represents and warrants to LICENSEE that to the knowledge of UTMDACC’s Office of Technology Commercialization (without further inquiry) the inventions contained in this document, marked PATENT RIGHTS do not infringe any other patents now held by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedUTMDACC. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”)States, as set forth below, BOARD Licensor represents and warrants its belief that (i) that it is the sole owner of the entire right, titletale, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLicensed Subject Matter, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENTLicensee except as stated herein. 3.2 LICENSEE Licensee understands that the LICENSED SUBJECT MATTER Licensed Subject Matter may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT Agreement is explicitly made subject to the GOVERNMENT’S Government’s rights under any agreement and any applicable law or regulation. If there is a conflict between any an agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of the GOVERNMENT Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE Licensee understands and acknowledges that BOARDLicensor, by this AGREEMENTAgreement, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTERLicensed Subject Matter. BOARDLicenser, by this AGREEMENTAgreement, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSLicensor in the Licensed Field, nor does BOARD Licensor make any representation that the inventions contained in PATENT RIGHTS Patent Rights do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Licensor, 3.4 LICENSEELicensee, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARDCIMAV, SYSTEMBoard, UT SOUTHWESTERN System, University or its employees to enter into this AGREEMENTAgreement, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Article 3 and all other matters pertaining to this Agreement; and (ii) Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, 14.1 BOARD represents and warrants its belief that (ia) that it is the sole co-owner (together with LICENSEE) of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that in the event that the LICENSED SUBJECT MATTER may have been was developed under a funding agreement with the GOVERNMENT and, if so, that Government of the United States of America (“GOVERNMENT”),the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S ’s rights under any such agreement and any applicable law or regulation. If regulation To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the such GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges that BOARDUNDERSTANDS AND AGREES THAT BOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, makes no representation as to the operability or fitness for any useMAKE NO REPRESENTATION AS TO THE OPERABILITY OR FITNESS FOR ANY USE, safetySAFETY, efficacyEFFICACY, approvability by regulatory authoritiesAPPROVABILITY BY REGULATORY AUTHORITIES, time and cost of developmentTIME AND COST OF DEVELOPMENT, patentabilityPATENTABILITY, and/or breadth of the AND/OR BREADTH OF THE LICENSED SUBJECT MATTER. BOARDBOARD AND MD XXXXXXXX, by this BY THIS AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to ALSO MAKE NO REPRESENTATION AS TO WHETHER ANY PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in COVERED BY PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by IS VALID OR AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS OR BY BOARD OR MD XXXXXXXX IN THE LICENSED FIELD, NOR DO BOARD AND MD XXXXXXXX MAKE ANY REPRESENTATION THAT THE INVENTIONS CONTAINED IN PATENT RIGHTS DO NOT INFRINGE ANY OTHER PATENTS NOW HELD OR THAT WILL BE HELD BY OTHERS OR BY BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN MD XXXXXXXX or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD ANNAMED represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS LICENSED SUBJECT MATTER developed by ANNAMED and TECHNOLOGY RIGHTSit has the exclusive right to license LICENSED SUBJECT MATTER covered by the UTMDACC OPTION, (iib) that it has (or will have in the case of the LICENSED SUBJECT MATTER covered by the UTMDACC OPTION) the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENT. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT andhereunder except as stated herein, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges agrees that BOARDANNAMED, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDANNAMED, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant ANNAMED or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does BOARD ANNAMED make any representation that the inventions contained in PATENT RIGHTS or LICENSED PRODUCTS do not infringe any other patents now held or that will be held by others or by BOARDANNAMED. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, hereof acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN ANNAMED or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants (i) that it has legal authority to enter into this AGREEMENT, (ii) that it is the sole owner of the entire right, title, and interest in and to the PATENT RIGHTS RIGHTS, (iii) to its belief that it is the owner of the entire right, title, and interest in and to the TECHNOLOGY RIGHTS, (iiiv) that it has the sole right to grant licenses thereunderunder the LICENSED SUBJECT MATTER, and (iiiv) that it UT SOUTHWESTERN has not knowingly granted licenses under the LICENSED SUBJECT MATTER to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under except as stated herein. *** Certain information in this AGREEMENTagreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any such agreement and any applicable law or regulation, to the extent of the GOVERNMENT’S rights under 35 U.S.C. 200, et. seq. If there is a conflict between such GOVERNMENT rights under any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevailprevail to the extent of such rights. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed take all reasonable action necessary to enable UT SOUTHWESTERN to satisfy its obligations, if any, under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States35 U.S.C. 200, unless a written waiver is obtained in advance from the GOVERNMENTet seq. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. Except as set forth in Paragraph 3.5 below, BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 As of the Securities Act EFFECTIVE DATE, UT SOUTHWESTERN acknowledges that it has not received any communications from third parties that allege or threaten the validity or enforceability of 1933, as amendedPATENT RIGHTS. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT and all other matters pertaining to this AGREEMENT; and (ii) LICENSED has Adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein. 3.5 To UT SOUTHWESTERN’S knowledge as of the EFFECTIVE DATE: (i) the patent applications listed in attached Exhibit 2 constitute all of the pending patent applications filed by UT SOUTHWESTERN related to LICENSED SUBJECT MATTER, (ii) BOARD does not own or control any rights to any patent or patent application the claims of which would dominate any practice of the LICENSED SUBJECT MATTER and on which any of the INVENTORS is named as an inventor, (iii) the PATENT RIGHTS name all of the inventors of the inventions claimed therein. As of the EFFECTIVE DATE, neither BOARD nor UT SOUTHWESTERN is aware of any claim by a third party that any other person is an inventor thereof.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, EXHIBIT 10.3 applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants (i) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENT. 3.2 14.1 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America (“Government”) and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government’s rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written waiver is requested and/or obtained. 3.3 14.2 Except for the rights, if any, of the Government of the United States of America as set forth above, to the knowledge of UTMDACC’s Office of Technology Commercialization: (a) BOARD is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTER; (b) BOARD has the sole right to grant licenses thereunder; and (c) BOARD has not knowingly granted licenses thereunder to any other entity in the LICENSED FIELD that would restrict rights granted hereunder except as stated herein. 14.3 LICENSEE understands and acknowledges that BOARDagrees that, except as stated in Section 14,2, BOARD and UTMDACC, by this AGREEMENT, makes are licensing the LICENSED SUBJECT MATTER “as is” in all respects. BOARD and UTMDACC, by this AGREEMENT, make no representation as to the validity and reproducibility of any data relating to the LICENSED SUBJECT MATTER, the scientific merit, operability or fitness for any use, safety, efficacy, toxicity, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents or other intellectual property rights now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this documentLICENSEE understands and agrees that the license granted herein is limited to BOARD’s rights only, marked by brackets, is filed with and that LICENSEE may have to obtain a license from third parties to practice the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedrights granted herein. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT., and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted its own due diligence (including its own scientific investigation) with respect to all items and issues pertaining to this AGREEMENT; (c) LICENSEE is not relying on any statements or information provided by BOARD, UTMDACC or any inventor (or any employee, representative or agent of any of the foregoing) with respect to the validity,

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD UNTHSC represents and warrants its belief that (ia) that it has made inquiry into the inventorship and ownership and it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under thereunder to any other entity that would restrict rights granted hereunder, (d) it does not know of any intellectual property belonging to UNTHSC which may require a separate license in order to commercialize LICENSED PRODUCTS pursuant to this AGREEMENT, (e) it has disclosed to LICENSEE all relevant UNTHSC information relating to the practice of the TECHNOLOGY RIGHTS and the LICENSED SUBJECT MATTER and has not fabricated or withheld information from LICENSEE, (f) it will, upon request, provide LICENSEE with any copies of any and all agreements with the Government which relate to the LICENSED SUBJECT MATTER, and (g) it has made any elections to retain ownership which may be required pursuant to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant Government interest in the license rights granted to LICENSEE under this AGREEMENT.LICENSED SUBJECT MATTER.. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America ("Government") and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. If required by law, LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDother than as expressly set forth in 14.1 above, UNTHSC by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDUNTHSC, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUNTHSC in the LICENSED FIELD, nor does BOARD make UNTHSC makes any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.others.. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UNTHSC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants its belief that (ia) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTSLICENSED SUBJECT MATTER, (iib) that it has the sole right to grant licenses thereunder, and (iiic) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America ("Government") and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States States, to the extent covered by such LICENSED SUBJECT MATTER PRODUCTS were developed under a funding agreement with the GOVERNMENT Government, will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. LICENSEE will promptly advise UTMDACC if such a written Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. waiver is requested and/or obtained. If LICENSEE can establish that, under the circumstances, domestic manufacture is not commercially feasible, then upon LICENSEE’s request and at LICENSEE’s expense, UTMDACC will assist LICENSEE as reasonably necessary to obtain such a waiver. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARDBOARD and UTMDACC, by this AGREEMENT, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDBOARD and UTMDACC, by this AGREEMENT, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSUTMDACC in the LICENSED FIELD, nor does do BOARD and UTMDACC make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN UTMDACC or its employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE is entering into this AGREEMENT voluntarily; (b) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (c) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 14.1 Except for the rights, if any, of the government Government of the United States of America (“GOVERNMENT”), as set forth belowhereinbelow, BOARD represents and warrants (i) its belief that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS LICENSED SUBJECT MATTER, and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER thereunder to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENThereunder except as stated herein. 3.2 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT Government of the United States of America and, if so, that the GOVERNMENT Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. If To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT such Government agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 14.3 LICENSEE understands and acknowledges agrees that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTSin the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it LICENSEE has not been induced in any way anyway by BOARD, SYSTEM, UT SOUTHWESTERN MDA or its employees thereof to enter into this AGREEMENTAgreement, and further agrees that LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to Article XIV herein and all other matters pertaining to this Agreement and agrees to accept all risks inherent herein.