LICENSE AGREEMENT

[* ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

LICENSE AGREEMENT

This agreement is entered into this 6th day of March, 2009 (“Effective Date”) between NORTH CAROLINA STATE UNIVERSITY, a constituent institution of the University of North Carolina and a nonprofit educational and research institution organized under the laws of North Carolina (“NCSU”), having its principal office at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx Building II, Xxxxx 000, Xxxxxx Xxx 0000, Xxxxxxx, Xxxxx Xxxxxxxx 00000, and 22nd CENTURY LIMITED, LLC, a limited liability company organized under the laws of Delaware (“Licensee”), with its corporate headquarters and its principal office at 0000 Xxxx Xxxxxx, Xxxxx 0, Xxxxxxxxxxxxx, Xxx Xxxx 00000 (“Agreement”).

RECITALS

A. Xx. Xxxx Xxxxxxxx et al. have discovered inventions titled “Altering Nicotine Content in Tobacco by Way of Genetic Engineering” (NCSU File 97-74), “Molecular Decoys for the Genetic Manipulation of Coordinately Regulated Biosynthetic Pathways” (NCSU Invention File #00-05), “A Root Cortex-Specific Promoter for the Root-Specific Expression of Transgenes” (NCSU File #95-104) and “Putrescine N-methyltransferase Promoter” (NCSU File 01-51) (“Inventions”).

B. NCSU owns certain Patent Rights (defined below) to the Inventions and has the right to grant an exclusive license to each such invention under the Patent Rights.

C. Licensee, including its predecessors-in-interest, have funded the following sponsored research projects related to the Inventions:

“The Molecular Genetics of Nicotine Biosynthesis in Tobacco Leaves by Genetic Engineering” (NCSU #1997-1555) from June 20, 1997 to June 19, 2001;

“Modulating Nicotine Content of Tobacco by Genetic Engineering: Regulating the Regulators” (NCSU #1999-1701) from August 17, 1999 to August 31, 2002;

“Genetic Transformation of Tobacco for Improved Biomass Production” (NCSU #2006-0279), from August 8, 2005 and due to expire on December 31, 2009; and

“Biomass Production and Chemical Composition of Ultra Low AlkaloidTobacco” (NCSU # 2005-1688), from August 3, 2005 and due to expire on December 31, 2009.

D. NCSU and Licensee have entered into the following exclusive license agreements for the Patent Rights:

North Carolina State University License Agreement, effective March 3, 1998 and restated and amended on November 30, 2000 (NCSU # 01377MA);

North Carolina State University License Agreement, effective December 1, 2000 (NCSU # 01378MA);

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North Carolina State University Transferase Expression License Agreement (NCSU #01362MA), effective June 14, 2001 and amended September 23, 2004; and

North Carolina State University Root Cortex License Agreement (NCSU # 01363MA), effective June 14, 2001.

E. Licensed Products (defined below) have been commercialized in the U.S. by a sublicensee of the Licensee and a certain related sublicense agreement has been terminated in 2007.

F. NCSU and Licensee desire to have the Licensed Products further developed and again commercialized to benefit the public.

G. NCSU and Licensee desire to consolidate and amend the four active exclusive license agreements under the Patent Rights upon the terms and conditions set forth in this Agreement.

Therefore, in consideration of these Recitals, any sums to be paid, any rights granted, and the mutual promises contained in this Agreement, the parties agree to the following:

TERMS AND CONDITIONS:

ARTICLE 1 – DEFINITIONS

For the purposes of this Agreement, the terms and phrases below have the following definitions:

1.01 “Affiliate” means any corporation or non-corporate entity that controls, is controlled by or is under the common control with a party. A corporation or a non-corporate entity, as applicable, is deemed to be in control of another corporation if (a) it owns or directly or indirectly controls at least 50% of the voting stock of the other corporation or (b) in the absence of ownership of at least 50% of the voting stock of a corporation, or in the case of a non corporate entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation or non-cooperate entity, as applicable.

1.02.

“Field of Use” means any and all uses.

1.03 “Material(s)” means [*], together with any progeny, mutants, derivatives, or replicated forms thereof, and all cells or plant tissues containing such material, including any replicated forms and derivatives thereof.

1.04 “Patent Rights” means (a) the patents and patent applications listed in Appendix A; (b) all applications claiming the benefit of the filing date or claiming priority for any of the foregoing patent applications, including without limitation all divisional applications, continuation applications, continuation-in-part applications, reissue applications, reexaminations and extensions, and all foreign corresponding or counterpart international, regional and national applications, and (c) any patent issuing or reissuing from any of the foregoing patent applications. Notwithstanding the foregoing, Patent Rights does not include those patents and/or patent applications that, during the term of this Agreement, cease to be Patent Rights pursuant to Article 6.01 or Article 6.04.

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1.05

“Licensed Products” means any product or part thereof which:

(a) is covered in whole or in part by an issued, unexpired claim or pending claim contained in the Patent Rights in the country in which any such product or part thereof is made, used or sold; or

(b) uses a process, is manufactured by using a process or is employed to practice a process which is covered in whole or in part by an issued, unexpired claim or pending claim contained in the Patent Rights in the country in which such product or part thereof is used or sold; or

1.06 “Licensed Service” means any service that is (a) provided by Licensee to a third party and (b) that utilizes Licensed Products.

1.07 “Net Sales” for the purpose of computing royalties under this Agreement means Licensee’s invoice price, f.o.b. factory, after deduction of regular trade and quantity discounts separately stated on the invoice, cigarette excise taxes directly imposed on the sale of Licensed Product and paid by Licensee or its manufacturer, and Master Settlement Agreement Payment(s) (as defined below), but before deduction of any other items, including but not limited to custom duties, freight allowances, and agents’ commissions. For clarity, Master Settlement Payments shall only be deducted in the same quarterly payment period that such payments are actually paid by Licensee or its manufacturer. Notwithstanding the forgoing or anything to the contrary in this Agreement, in no instances shall the allowable deductions reduce gross sales by more than seventy percent (70%). In order to assure NCSU the full royalty payments contemplated in this Agreement, Licensee agrees that in the event any Licensed Products are sold for purposes of resale either (1) to a corporation, firm, or association, or individual who owns a controlling interest in Licensee by stock ownership or otherwise, or (2) to a corporation, firm, or association in which Licensee or its stockholders own a controlling interest by stock ownership or otherwise, the royalties to be paid in respect to such Licensed Products will be computed on Net Sales at which the purchaser for resale sells such products rather than upon Net Sales of the Licensee.

1.08 “Sale or Sold” for purposes of computing royalties, means when invoiced, exchanged or otherwise transferred by gift or otherwise, including the use of Licensed Products by Licensee or any other person authorized by Licensee, except to the extent that such Licensed Products and/or Licensed Services are used strictly for Licensee’s research or for clinical trials performed by Licensee or an authorized agent of Licensee or third party researchers. Where Licensed Products are not being sold, but are otherwise transferred, the price of such Licensed Products for the purposes of computing royalties will be the selling price at which products of similar kind and quality, sold in similar quantities, are currently being offered for sale by Licensee, or if such products are not currently being offered for sale by Licensee, the selling price of such Licensed Products for the purposes of computing royalties will be the average selling price at which products of similar kind and quality, sold in similar quantities, are then currently being offered for sale by other manufacturers. Where such products are not currently sold or offered for sale by Licensee or others, then the price of such Licensed Products for the purpose of computing royalties will be Licensee’s cost of manufacture, determined by Licensee’s customary accounting procedures, plus fifty per cent (50%).

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1.09 “Smoking Cessation Aid” means a product that is marketed to aid smokers to stop smoking or to reduce smoking of tobacco products, or to reduce or eliminate intake of nicotine.

1.10 “Territory” means the entire world.

1.12 “Master Settlement Agreement Payment(s)” means payments made by Licensee or its manufacturer according to the agreement between tobacco companies and the Attorneys General of 46 states, five U.S. territories and the District of Columbia in which tobacco companies must pay a per-carton fee for every carton of cigarettes sold.

1.13 Certain other defined terms have the meanings given them elsewhere in this Agreement.

ARTICLE 2 - LICENSE

2.01 Subject to the terms and conditions of this Agreement, NCSU grants to Licensee and Licensee accepts from NCSU an exclusive license for the Field of Use in the Territory to:

(a)

practice under the Patent Rights,

(b)

make, have made, use, lease, grow, have grown, import, export, market, have marketed, offer for sale, have offered for sale, sell and/or have sold Licensed Products,

(c)

possess, culture, use, modify, improve and employ the Materials, and/or

(d)

offer-for-sale, sell, use, and/or practice Licensed Services.

The rights granted in this Article 2.01 begin on the Effective Date and last until the end of the Term (as defined in Article 10.01), unless this Agreement is sooner terminated pursuant to the terms herein.

2.02 Licensee may grant sublicenses and extend the license granted to Licensee to its Affiliates. Any such sublicense or extension shall be subject to the terms of this Agreement and shall be no less favorable to NCSU than is this Agreement. Licensee will provide NCSU a copy of each such sublicense agreement, or extension to an Affiliate within thirty (30) days after execution of the subject agreement. Each sublicense will require (a) payment of royalties specified in Article 3.02 of this Agreement (b) records and reports as required in Article 5 of this Agreement and (c) insurance and indemnification as required in Article 14 of this Agreement. Any Affiliate of Licensee to which this license is extended may sublicense its rights. However, any sublicense will contain a prohibition on further sublicensing. Any sublicense or extension to an Affiliate, will not grant sublicensee or licensed Affiliate the right to enforce any Licensed Patent without the prior written consent of NCSU, such consent not to be unreasonably withheld. Licensee shall be responsible for the performance of its sublicensees and licensed Affiliates insofar as performance is required to fulfill any of Licensee’s obligations under this Agreement, including but not limited to the payment of all fees and royalties due NCSU.

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2.03 NCSU retains the right, on behalf of itself and all other non-profit academic or governmental research institutions, to make and use for non-commercial research purposes, including sponsored research and collaborations, the subject matter described and claimed in Patent Rights. As used herein, the term “non-commercial research purposes” means the use of Patent Rights for academic research or other not-for-profit or scholarly purposes which are undertaken at a non-profit or governmental institution that does not use Patent Rights in the production or manufacture of products for sale or the performance of services for a fee. The NCSU Office of Technology Transfer (“NCSU XXX”) shall use reasonable efforts to have any non-profit or governmental institution execute a material transfer agreement if any Materials are transferred by NCSU.

2.04 Except as expressly provided herein, the license granted hereunder does not confer any rights upon Licensee by implication, estoppel or otherwise as to any technology or intellectual property (including, but not limited to, patent applications, patents, and know-how).

2.05 The United States Government may have acquired a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced throughout the world, for or on behalf of the United States, the inventions described in the Patent Rights. The rights granted herein are additionally subject to the requirement that any products sold in the United States covered under the Patent Rights must be substantially manufactured in the United States to the extent required by 35 U.S.C. Sec. 204, and any and all other rights as set forth in Public Law 96-517, codified at 35 U.S.C. 200 et seq., and 37 CFR 401 et seq. Licensee agrees to comply with all obligations resulting from such government rights, if any.

2.06 If Licensee is unable or unwilling to serve or develop a potential market in any specific country or territory for which there is a commercially viable company willing to be a commercial sublicensee, Licensee will, at NCSU’s request, negotiate in good faith a sublicense with any potential sublicensee. Such good faith negotiations shall be initiated by Licensee within sixty (60) days of Licensee’s receipt of a written request from NCSU.

ARTICLE 3 - LICENSE FEE and ROYALTIES

3.01 Licensee must pay to NCSU the non-refundable, non-creditable milestone payment set forth in Appendix B (hereafter, “Performance Milestone Fee”). The Performance Milestone Fee is due and payable within 30 days of Licensee’s achievement of such milestone.

3.02 At the times and in the manner set forth in this Agreement, Licensee must pay to NCSU a non-refundable, non-creditable running royalty on Net Sales of its and/or its licensed Affiliates’ Licensed Products and Licensed Services. The running royalty is calculated as follows:

(a) [*] for Licensed Products that are [*];

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(b) [*] for Licensed Products that are [*];

(d) [*] for all other Licensed Products, including any by-products or extractions of Licensed Products, that are [*];

(e) [*] for Licensed Services according to [*]; and

(f) If any Licensed Product that is described in 3.02 (b) or (d) above [*], the [*].

3.03 Licensee shall pay to NCSU [*] of all non-royalty income received by Licensee as a result of its license to Patent Rights granted hereunder. Non-royalty income shall include any income, revenue or other financial consideration such as sublicensing fees, option fees, milestone payments, or royalty advances (to the extent non-refundable) received by Licensee, except for income, revenue or other financial consideration that is received directly as a running royalty on actual sales of Licensed Product or Licensed Service. It is agreed that Licensee shall not receive from a sublicensee anything of value in lieu of cash payments in consideration for any sublicense under this Agreement without the prior written permission of NCSU.

3.04 Licensee’s obligation to pay minimum annual royalties begins on January 1, 2010. Non-refundable, non-creditable minimum annual royalties are payable to NCSU as specified below. If actual royalties due under 3.02 in any year are greater than the minimum royalty payment due for that year, the minimum royalty will be credited against actual royalties due in that year. Minimum annual royalties are as follows:

(a) Calendar year 2010 – 2013: [*]

(b)

Calendar year 2014 and each calendar year thereafter in which this Agreement is in effect: [*]

3.05 Payments required under this Agreement shall be made on or before the due date or within thirty (30) days of any invoice date on invoices received from NCSU. If overdue, payments shall bear interest until payment at the rate for past-due accounts receivable set by the Secretary of the North Carolina Department of Revenue and in effect on the due date. N.C.G.S. 105-241.1(i) and N.C.G.S. 147-86.23. The payment of such interest does not foreclose NCSU from exercising any other rights it may have as a consequence of the lateness of the payment, including termination in accordance with Article 10.03 herein.

3.06 If Licensed Products or Licensed Services are sold in a currency other than United States dollars, the Net Sales shall first be determined in the foreign currency of the country in which such Licensed Products or Licensed Services are sold and then converted to United States dollars at the rate published by the Wall Street Journal (U.S. edition) for conversion of that foreign currency into United States dollars on the last day of the calendar quarter for which such Net Sales occur.

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3.07 All payments due to NCSU under this Agreement must cite “NCSU Agreement 08935MA”, and must be made payable to “North Carolina State University.” Such payments, as well as reports due to NCSU in accordance with Article 5.04, must be sent to NCSU at the address provided in Article 12 below.

ARTICLE 4 - DUE DILIGENCE REQUIREMENTS

4.01 As of the Effective Date, Licensee’s research and development and its former sublicensee’s commercialization of Licensed Products have satisfied Licensee’s due diligence obligations. Licensee and/or its licensed Affiliates must continue to use its best reasonable efforts to bring Licensed Products and/or Licensed Services to market through a thorough, vigorous and diligent program for exploitation of the Patent Rights, to develop or contract manufacturing capabilities, and to continue active, diligent marketing efforts for Licensed Products and/or Licensed Services throughout the term of this Agreement. The parties agree that the Development and Commercialization Schedule established in attached Appendix C is reasonable. Variations from Appendix C must be expressly approved by NCSU in writing, such approval not to be unreasonably withheld.

4.02 NCSU may terminate this Agreement in accordance with Article 10 if Licensee fails to meet any of the Development/Commercialization milestones set forth in Appendix C unless such variations are expressly approved by NCSU in writing. Should Licensee anticipate not meeting any such Development/Commercialization milestone, it may outline the reasons for this delay in writing to NCSU prior to the deadline and request a reasonable extension of time. NCSU shall reasonably consider any such request from Licensee.

ARTICLE 5 – REPORTS AND RECORDS

5.01 Licensee and its licensed Affiliates must keep full, true and accurate books of accounts and other records containing all particulars necessary to properly ascertain and verify the amounts payable to NCSU hereunder. These books of account must be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates for a minimum of five (5) years following the end of the calendar year to which they pertain.

5.02 NCSU shall have the right, from time to time and at reasonable times during normal business hours, through an independent certified public accountant, to examine the records of Licensee and its licensed Affiliates, including, but not limited to, sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and distributor agreements, accounting general ledgers, and sales tax returns, in order to verify the calculation of any royalties and/or fees payable under this Agreement. Such examination and verification shall not occur more than once in any calendar year. If any such examination and verification reveals an underpayment by Licensee to NCSU of more than 5% for any quarter examined, Licensee shall immediately pay NCSU the amount of such underpayment plus interest (in accordance with Article 3.05) and shall reimburse NCSU for all reasonable expenses incurred in the examination and verification of the records by the independent certified public accountant.

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5.03 Six months after the Effective Date, and semi-annually thereafter, Licensee shall provide to NCSU progress reports detailing activities of Licensee relevant to Licensee’s Development and Commercialization Schedule.

5.04 After the first commercial sale of a Licensed Product or Licensed Service, and in addition to the reports required under Article 5.03, Licensee must render to NCSU quarterly a written report setting forth for the preceding calendar quarter all applicable information specified in Appendix D. Each royalty report shall be accompanied by the payment of all royalties due for the calendar quarter preceding. Reports tendered must include the calculation of royalties by product and by country in substantially the format provided in Appendix D. Minimum annual royalties, if any, which are due NCSU for any calendar year must be paid by Licensee along with the written report due in the quarter following the end of the calendar year to which the minimum pertains.

ARTICLE 6 – PATENT PROSECUTION

6.01 NCSU will apply for, prosecute, and maintain during the term of this Agreement, all patents and patent applications specified as Patent Rights in the United States and in the foreign countries listed in Appendix A hereto. Licensee must inform NCSU in writing which foreign countries, if any, in which Licensee desires patent protection and Appendix A will be amended in writing to reflect those designations. NCSU may elect to seek or maintain patent protection in countries not so designated by Licensee, in which case NCSU and/or its other licensees of Patent Rights, if any, are responsible for all expenses attendant thereto. However, in such instances, such patent applications or issued patents will not be Patent Rights (Appendix A shall be deemed to be so amended accordingly, if necessary) and Licensee forfeits all rights under this Agreement to such patent applications and resulting patents.

6.02 Licensee will be given reasonable opportunities to advise NCSU in the filing, prosecution, and maintenance of Patent Rights and will cooperate with NCSU in such filing, prosecution, and maintenance. At Licensee’s request and expense, Licensee shall be provided with copies of all prosecution documents relating to Patent Rights so that Licensee may have the opportunity to offer comments and remarks thereon, such comments and remarks to be given due consideration by NCSU. However, notwithstanding anything to the contrary in this Agreement, all decisions with respect to the filing, prosecution, and maintenance of Patent Rights are reserved solely to NCSU.

6.03 During the term of this Agreement, payment of all fees and costs relating to the filing, prosecution, and maintenance of the Patent Rights are the responsibility of Licensee, whether such fees and costs were incurred before or after the Effective Date. Licensee must pay all such fees and costs within 30 days of receipt of an invoice for the same, and failure to pay such invoice within such 30-day period is a default hereunder for which NCSU may terminate this Agreement in accordance with Article 10.03. Notwithstanding the foregoing, in the event that there are multiple Licensees of the Patent Rights, the patent costs shall be shared pro rata among the Licensees, with such sharing to reflect the scope of the license, field of use, and territory for each Licensee.

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6.04 If Licensee provides NCSU with written notification that it will no longer support the filing, prosecution, or maintenance of a specified patent(s) and/or patent application(s) within the Patent Rights, then Licensee's responsibility for fees and costs related to the filing, prosecution, and maintenance of such subject Patent Rights will terminate sixty (60) days after NCSU’s receipt of such written notification; however, in such instances, sixty (60) days after NCSU’s receipt of written notification, such patents and/or patent applications will no longer be included in Patent Rights (and Appendix A is deemed to be so amended accordingly), and Licensee surrenders all rights under this Agreement to such patents, patent applications, and any patents issuing therefrom (“Surrendered Patent Rights”).

6.05 To the extent reasonably practical, Licensee must xxxx any Licensed Product and/or Licensed Service sold in the United States and/or their containers, labels, and/or other packaging with all applicable United States patent numbers. All Licensed Products or Licensed Services shipped to or sold in other countries must be marked in such a manner as to conform with the patent laws and practices of the country of manufacture or sale.

ARTICLE 7 - INFRINGEMENT OF THIRD-PARTY RIGHTS

7.01 As a condition of the rights granted in this License, Licensee agrees to defend, hold harmless and indemnify NCSU for and against any third party claim of patent infringement due to the Licensee’s or its Affiliate’s manufacture, use or sale of a Licensed Product or Licensed Service.

7.02 NCSU will give Licensee assistance, at Licensee’s expense, in the defense of any such infringement charge or lawsuit, as may be reasonably required.

ARTICLE 8 - INFRINGEMENT OF NCSU’s PATENT RIGHTS

BY THIRD PARTIES

8.01 Each Party to this Agreement must inform the other promptly in writing of any alleged infringement of which it becomes aware and of any available evidence of infringement by a third party of any patent within the Patent Rights.

8.02 If during the term of this Agreement Licensee becomes aware of any alleged infringement by a third party, Licensee has the right, but not the obligation, to either:

(a) settle the infringement suit by sub-licensing the alleged infringer (but only in accordance with the provisions of this Agreement) or by other means reasonably acceptable to NCSU; or

(b) prosecute at its own expense any infringement of the Patent Rights. In the event Licensee prosecutes such infringement, Licensee may, for such purposes, request to use the name of NCSU as party plaintiff. NCSU, at its discretion and with the permission of the Board of Governors of The University of North Carolina, may agree to become a party plaintiff, and costs associated therewith must be borne by Licensee.

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8.03 If Licensee undertakes the enforcement and/or defense of the Patent Rights by litigation, including any declaratory judgment action, the total cost of any such action commenced or defended solely by Licensee shall be borne by Licensee. Any recovery of damages by Licensee as a result of such action will be applied first in satisfaction of any unreimbursed expenses and attorneys’ fees of Licensee relating to the action, and second toward reimbursement of NCSU’s expenses, including attorneys’ fees, if any, relating to the action. The balance remaining from any such recovery will be treated in accordance with Article 3.03. Licensee is entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal, or otherwise. If NCSU is a party to any such litigation, Licensee is entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal, or otherwise with the consent of NCSU, such consent may not be unreasonably withheld.

8.04 If Licensee does not institute legal action against the infringing activity within three (3) months of having been made aware and notified thereof, NCSU has the right, but is not obligated, to prosecute at its own expense any such infringement of the Patent Rights. In furtherance of that right, NCSU may use the name of Licensee as a party plaintiff in any such action. The total cost of any such infringement action commenced or defended solely by NCSU must be borne by NCSU. Any recovery by NCSU in such action will be applied first in satisfaction of any unreimbursed expenses and attorneys’ fees of NCSU relating to the action, and second toward reimbursement of Licensee’s expenses, including attorneys’ fees, if any, relating to the action. The balance remaining from any such recovery belongs solely to NCSU.

8.05 In any infringement suit instituted by either party to enforce the Patent Rights, the other party must, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

8.06 Any of the foregoing notwithstanding, if at any time during the term of this Agreement any of the Patent Rights are held invalid or unenforceable in a decision which is not appealable or is not appealed within the time allowed, Licensee has no further obligations to NCSU with respect to its future use or sale of any Licensed Product or Licensed Service covered solely by such Patent Rights. Nevertheless, in such circumstances Licensee does not have a damage claim or a claim for refund or reimbursement against NCSU.

ARTICLE 9 – REGULATORY APPROVALS, PUBLICATION AND EXPORT

9.01 To the extent regulatory approval is required, Licensee must use its best efforts to have the Licensed Products and/or Licensed Services approved for marketing in those countries in which Licensee intends to sell Licensed Products and/or Licensed Services. To accomplish these approvals at the earliest possible date, Licensee agrees to file or have filed any necessary data with appropriate government agencies as set forth in the Development and Commercialization Schedule in Appendix C.

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9.02 If this Agreement terminates prior to the expiration of the Term for any reason, Licensee must, within [*] following such termination and at its own expense, and to the extent permitted by law, either (a) [*] or (b) [*]. Notwithstanding anything to the contrary in this Agreement, in the case that a [*]. However, it will remain subject to the provisions of [*].

9.03 This Agreement is subject to all United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities and technology. It is understood that NCSU is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and the Export Administration Act of 1979), and that its obligations under this Agreement are contingent on compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the cognizant agency of the United States Government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of such agency. NCSU makes no promise or representation that a license is not required nor that, if required, it will be issued.

ARTICLE 10 – TERM AND TERMINATION

10.01 Term. This Agreement shall become effective upon the Effective Date and, unless sooner terminated in accordance with any of the provisions herein, shall remain in full force and effect until the date of expiration of the last to expire of the Patent Rights; provided, however, that in those countries in which no patent contained in the Patent Rights issues, this Agreement shall expire in such countries upon the earlier of (i) ten (10) years after the first commercial sale of a Licensed Product or (ii) December 31, 2019 (the “Term”). On a country-by-country basis, unless this Agreement is otherwise sooner terminated in such country or countries and except for any Surrendered Patent Rights, upon the expiration of the applicable Term, all licenses and all other rights granted to Licensee under this Agreement shall become fully paid up, non-exclusive and perpetual.

10.02 Termination by Licensee. Licensee may terminate this Agreement at its sole discretion by giving NCSU written notice at least ninety (90) days prior to such termination. Should Licensee, at any time during the term of this Agreement, cease efforts to commercialize Licensed Products, Licensee shall so notify NCSU and this Agreement will terminate upon such notice. It is understood that Licensee will remain responsible for all monetary payments or other obligations which accrue prior to the effective date of termination.

10.03 Termination by NCSU. NCSU shall have the right to terminate this Agreement pursuant to Article 10.05 upon the occurrence of any one or more of the following events:

(a)

failure of Licensee to make any payment required pursuant to this Agreement when due;

(b)

failure of Licensee to meet the commercialization milestones as further provided in Article 4;

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(d)

the initiation by Licensee of any action that challenges the validity, enforceability or patentability of any Patent Rights; or

(e)

the breach by Licensee of any other material term of this Agreement.

10.04 Automatic Termination and Reversion of License. Licensee shall give written notice to NCSU of [*]. This Agreement will terminate and the license will revert to NCSU without notice to Licensee upon [*]. Licensee’s [*] without notice to NCSU shall be deemed a material, pre-petition, incurable breach.

10.05 Exercise and Right to Cure. In all cases of breach by Licensee under this Agreement, other than those set forth in Article 10.04, NCSU shall give Licensee sixty (60) days prior written notice of NCSU’s election to terminate. Such notice must specify the articles of this Agreement which are claimed to have been breached and must contain a description of the event(s) or occurrence(s) claimed to constitute a breach. In all cases, Licensee shall have sixty (60) days from the date of receipt of such notice to cure the claimed breach or to in good faith dispute the existence of a breach or entitlement to the remedy sought. If the claimed breach is cured within sixty (60) days, this Agreement shall not terminate. If Licensee fails to cure the breach within sixty (60) days of receipt of written notice by it, this Agreement shall terminate upon the expiration of the sixty (60) days. Any notice of breach or termination shall not prejudice NCSU’s right to receive royalties or other sums due hereunder and shall not prejudice any cause of action or claim of NCSU accrued or to accrue on account of any breach or default by Licensee.

10.06 Post Termination. Within sixty (60) days of termination of this Agreement in its entirety prior to the expiration of the Term, each Receiving Party must, upon the request and as directed by the Disclosing Party, return or destroy all confidential information of the Disclosing Party provided pursuant to Article 11 and all Materials within Licensee’s possession or control; provided, however, that each party may retain one copy for archival purposes. Further, each Receiving Party must provide the other party with a written statement signed by an authorized representative of it certifying the return or destruction of all such confidential information or Materials. Notwithstanding the foregoing, Licensee, its licensed Affiliates and sublicensees may continue to sell for six (6) months from the date such termination is effective in the ordinary course of business Licensed Products that are fully manufactured and in Licensee’s licensed Affiliates’ and sublicensees’ normal inventory on the date of termination, provided that Licensee pays NCSU any fees, royalties or other financial consideration due on such sales under this Agreement.

ARTICLE 11 - CONFIDENTIALITY

11.01 NCSU and Licensee will each treat any information disclosed pursuant to Article 11.02 to it (the “Receiving Party”) by the other party (the “Disclosing Party”) with reasonable care and will not disclose such information to any other person, firm or corporation, except Affiliates bound by the obligations of confidentiality and restricted use set forth in this Article 11. The Receiving Party may not use the Disclosing Party’s confidential information other than for the benefit of the parties hereto and in the performance of this Agreement. These obligations of non-disclosure and restricted use remain in effect for each subject disclosure of confidential information while this Agreement is in effect and until the later of the date of termination of this Agreement or five (5) years from the date of disclosure. However, neither party is obligated, with respect to confidential information disclosed to it, or any part thereof, which:

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(a) is already known to the Receiving Party at the time of the disclosure;

(b) becomes publicly known without the wrongful act or breach of this Agreement by the Receiving Party;

(d) is subsequently and independently developed by employees of the Receiving Party who had no knowledge of the information, as verified by written records;

(e) is approved for release by prior written authorization of the Disclosing Party; or

(f) is disclosed pursuant to the requirements of applicable law or pursuant to any judicial or government requirement or order, provided that the party so disclosing takes reasonable steps to provide the other party sufficient prior notice in order to contest such request, requirement or order and provided that such disclosed confidential information otherwise remains subject to the obligations of confidentiality set forth in this Article 11.

11.02 NCSU and Licensee agree that any information to be treated as confidential information under this Article 11 must be disclosed in writing or in another tangible medium and must be clearly marked “CONFIDENTIAL.” Information disclosed orally must be summarized and reduced to writing and communicated to the other party within 30 days of such disclosure.

11.03 Notwithstanding the foregoing, Licensee may use and disclose any confidential information related to the Patent Rights to investors, prospective investors, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, but if and only if Licensee obtains from each such recipient a written confidentiality agreement, the provisions of which are at least as protective of NCSU’s confidential information as those provided in this Article 11.

11.04 Notwithstanding anything to the contrary in this Agreement, all information relating to filing, prosecution, maintenance, defense, infringement, and the like regarding the Patent Rights (no matter how disclosed) is the confidential information of NCSU and subject to the provisions of this Article 11.

ARTICLE 12 - NOTICES

12.01 For the purpose of all written communications and notices between the parties, their addresses are:

- 13 -

NCSU	Licensee

For delivery via the U.S. Postal Service

Office of Technology Transfer	22nd Century Limited, LLC
NORTH CAROLINA STATE UNIVERSITY	Attn: Xxxxxx Xxxxxxxxxx
Attn: [*]	0000 Xxxx Xxxxxx
	Xxxxx 0
	Xxxxxxxxxxxxx, XX 00000

For delivery via nationally/internationally

recognized courier

Office of Technology Transfer

NORTH CAROLINA STATE UNIVERSITY

Attn: [*]

Or any other addresses of which either party shall notify the other party in writing.

12.02 The date of giving any such notice, request, report, statement, disclosure or other communications, and the date of making any payment hereunder required (provided such payment is received), is the date of the U.S. postmark of such envelope if marked or the actual date of receipt if not marked or if delivered by courier.

12.03 The parties agree that any 30-day, 60-day, 90-day or other notice resulting in a deadline under this Agreement must be sent with a delivery confirmation or tracking number and the date of giving any such notice shall be the date of delivery. Any such notice sent by NCSU to Licensee, in addition to Licensee’s address in Article 12.01, shall also be copied on the same date to the following address:

22nd Century Limited, LLC

c/o Xxxxxxxx Xxxxx, LLP

0000 XXXX Xxxxxx

Xxxxxxx, XX 00000

ARTICLE 13 - ASSIGNMENT

13.01 This Agreement is binding upon and inures to the benefit of the respective successors and assigns of the parties hereto. This Agreement may not be assigned by NCSU or Licensee except in connection with the sale or other transfer of Licensee’s entire business or that part of Licensee’s business to which this Agreement relates. Licensee shall give NCSU thirty (30) days prior written notice of such assignment or transfer. Any other assignment of this Agreement without the prior written consent of the other party shall be void.

- 14 -

ARTICLE 14 - INDEMNITY, INSURANCE, REPRESENTATIONS, STATUS

14.01 NCSU, and its trustees, officers, employees, students, and agents (collectively, “NCSU Indemnitees”) will be indemnified, defended by counsel selected by Licensee and reasonably acceptable to NCSU, and held harmless by Licensee from and against any claim, liability, cost, expense, damage, deficiency, loss or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Claims”) based upon, arising out of, or otherwise relating to utilization of the Materials or Patent Rights (including without limitation with respect to the growing, development, production, manufacture, sales, marketing, use, consumption or advertisement of the Licensed Products) by Licensee, its Affiliates, successors, assigns, or parties contracting therewith, including, but not limited to, any action arising from the exercise of the license(s) granted herein and any action relating to product liability. An NCSU Indemnitee shall provide Licensee with reasonably prompt written notice of a Claim or the commencement of any claim, demand, proceeding, action or suit originated by a third party (collectively, “Proceeding”) in respect thereto. Licensee shall have the right to compromise or settle such Proceeding; provided, however, that (i) no compromise or settlement of any such Proceeding may be effected by Licensee without the consent of NCSU unless (i) there is no finding or admission of any violation of law or the rights of any person by an Indemnified Person, (ii) no such compromise or settlement has an adverse effect on any other claims that may be made by an Indemnified Person against Licensee, and (iii) the sole remedy provided thereunder is monetary damages which will be paid in full by Licensee and Licensee reasonably demonstrates its financial capacity to do so.

14.02 Licensee must maintain in force throughout the term of this Agreement or for five (5) years after the last commercial sale of a Licensed Product or Licensed Service, whichever is later, at its sole cost and expense, with a licensed and reputable insurance company, commercial general liability insurance coverage [*]. NCSU has the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner.

14.03 Prior to commercializing any Licensed Product, if available at commercially reasonable rates, Licensee shall obtain product liability insurance for Licensed Products, which will remain in effect for five (5) years after the last commercial sale of a Licensed Product, [*]. If, as is presently the case, product liability insurance is not available at [*] for Licensed Products, Licensee shall provide to NCSU an affidavit signed by an authorized officer of Licensee on behalf of Licensee stating that (1) Licensee has attempted to obtain product liability insurance and (2) product liability insurance is not available at [*].

14.04 NCSU represents that as of the Effective Date it owns the Patent Rights in the Field of Use free and clear of all liens, claims and encumbrances and has the sole and unrestricted right to grant the license provided in this Agreement, subject to the limitations set forth in Articles 2.03 and 2.05.

- 15 -

14.05 OTHER THAN AS PROVIDED IN ARTICLE 14.04, NCSU MAKES NO WARRANTIES OF ANY KIND. IN PARTICULAR, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOR IS THERE A WARRANTY THAT THE USE OF THE PATENT RIGHTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY NCSU OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE PATENT RIGHTS. NCSU HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT OR LICENSED SERVICE. NCSU HAS NO LIABILITY WHATSOEVER TO LICENSEE OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM:

(a)

the production, use, practice, lease, or sale of any Licensed Product or Licensed Service;

(b)

the use of the Patent Rights; or

(c)

any advertising or other promotional activities with respect to any of the foregoing.

ARTICLE 15 - USE OF A PARTY'S NAME

15.01 Neither party may, without the prior written consent of the other party:

(a) use in any publication, advertising, publicity, press release, promotional activity or otherwise, any trade-name, personal name, trademark, trade device, service xxxx, symbol, image, icon, or any abbreviation, contraction or simulation thereof owned by the other party;

(b) use the name or image of any employee or agent of the other party in any publication, publicity, advertising, press release, promotional activity or otherwise; or

(c) represent, either directly or indirectly, that any product or service of the other party is a product or service of the representing party or that it is made in accordance with or utilizes the information or documents of the other party.

ARTICLE 16 – SEVERANCE AND WAIVER

16.01 Each clause of this Agreement is a distinct and severable clause and if any clause is deemed illegal, void or unenforceable, the validity, legality or enforceability of any other clause or portion of this Agreement will not be affected.

16.02 The failure of a party in any instance to insist upon the strict performance of the terms of this Agreement is not a waiver or relinquishment of any of the terms of this Agreement, either at the time of the party’s failure to insist upon strict performance or at any time in the future, and such terms will continue in full force and effect.

- 16 -

ARTICLE 17 – TITLES AND DRAFTING

17.01 All titles and article headings contained in this Agreement are inserted only as a matter of convenience and reference. They do not define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

17.02 For purposes of construing this Agreement, each of the parties shall be deemed the drafter of this Agreement.

ARTICLE 18 – SURVIVAL OF TERMS

18.01 The provisions of Articles 1, 5.01, 5.02, 7, 9.02, 10.05, 10.06, 11, 12, 14, 15, 16, 17, 18, 19 and 21 shall survive the expiration or termination of this Agreement.

ARTICLE 19 – GOVERNING LAW

19.01 This Agreement is entered into in the State of North Carolina and must be interpreted in accordance with and its performance governed by the laws of the State of North Carolina, without reference to its conflicts of laws provisions. Any and all litigation relating to this Agreement or the parties’ performance hereunder must be in the State Courts of North Carolina with the venue being Wake County. The parties consent to the jurisdiction of those courts.

ARTICLE 20 - ENTIRE UNDERSTANDING

20.01 This Agreement represents the entire understanding between the parties, and supersedes all other agreements, express or implied, between the parties concerning the subject matter hereof, and is not subject to any change or modification except by the execution of a written instrument subscribed to by authorized representatives of the parties.

ARTICLE 21 – ELECTRONIC COPY

21.01 The parties to this document agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.

- 17 -

NORTH CAROLINA STATE UNIVERSITY		LICENSEE

By:		By:
Name:	Xxxxx X. Xxxxxxxxxxx	Name:	Xxxxxx Xxxxxxxxxx
Title:	Director	Title:	President

Date:		Date:

- 18 -

APPENDICES

APPENDIX A—PATENT RIGHTS

APPENDIX B – MILESTONE FEE

APPENDIX C – DEVELOPMENT AND COMMERCIALIZATION SCHEDULE

APPENDIX D—ROYALTY REPORT FORM

- 19 -

APPENDIX A—PATENT RIGHTS

5051-471 FAMILY

NCSU Reference No. 00-005

Entitled: Molecular Decoys

MBSS

Ref. No.

Country

Application

Type

Application
No.

Filing
Date

Patent No.

Issue

Date

Expiration
Date

Parent/Priority

Information

Status

5051-471

Utility

09/941,042

8/28/2001

6,911,541

6/28/2005

8/28/2021

Utility of 60/229,198

5051-471XX

National Phase

10/363,069

8/28/2000

7,192,771

3/20/2007

7/24/2022

Xxxxxxxx Xxxxx xx

XXX/XX00/00000

0000-000-XX

Xxxxxxxxxxx

Foreign

01966318.6

8/28/2001

1313868

7/19/2006

8/28/2021

EP 01966318.6

0000-000-XX

Xxxxx

Foreign

01818146.5

8/28/2001

ZL01818146.5

8/8/2007

8/28/2021

PCT/US01/26788

0000-000-XX

Xxxxxxx

Foreign

01966318.6

8/28/2001

601 21 603.2

7/19/2006

8/28/2021

EP 01966318.6

5051-471-EP

Europe

Foreign

1966318.6

8/28.2001

131868

7/19/2006

8/28/2021

National Phase of

PCT/US01/26788

5051-471-ES

Spain

Foreign

01966318.6

8/28/2001

1313868

7/19/2006

8/28/2021

EP 01966318.6

0000-000-XX

Xxxxxx

Foreign

01966318.6

8/28/2001

1313868

7/19/2006

8/28/2021

EP 01966318.6

5051-471-GB

Great Britian

Foreign

01966318.6

8/28/2001

1313868

7/19/2006

8/28/2021

EP 01966318.6

5051-471-HK

Hong Kong

Foreign

0318729.8

8/28/2001

HK1057383

4/27/2007

8/28/2021

EP 01966318.6

0000-000-XX

Xxxxx

Foreign

01966318.6

8/28/2008

1313868

7/19/2006

8/28/2021

EP 01966318.6

STATUS KEY

G = Granted

- 20 -

5051-294 FAMILY

NCSU Reference No. 95-104 Title: Root Cortex Promoter

MBSS

Ref. No.

Country

Appliction

Type

Application
No.

Filing Date

Patent No.

Issue Date

Expiration
Date

Parent/Priority

Information

Status

5051-294

Utility

08/508,786

7/28/1995

5,837,876

11/17/1998

7/28/2015

5051-294-AU

Australia

Foreign

199665959

7/24/1996

709691

12/16/1999

7/24/2016

PCT/US96/12158

0000-000-XX

Xxxxxx

Foreign

XX0000000-5

7/24/1996

XX0000000-5

8/1/2006

7/24/2016

PCT/US96/12158

5051-294-CA

Canada

Foreign

2228046

7/24/1996

2228046

4/8/2003

7/24/2016

PCT/US96/12158

5051-294-CA2

Canada

Foreign

Divisional

2350843

7/24/1996

23 50843

10/16/2007

7/24/2016

Divisional of

2228046

5051-294-CH

Switzerland

Foreign

969254473

7/24/1996

0 842 285

12/20/2006

7/24/2016

EP 96925447.3

0000-000-XX

Xxxxx

Foreign

96197068.5

7/24/1996

ZL_96197068.5

6/23/2004

7/24/2016

PCT/US96/12158

0000-000-XX

Xxxxxxx

Foreign

969254473

7/24/1996

696 36 782.3-08

12/20/2006

7/24/2016

EP 96925447.3

5051-294-EP

Europe

Foreign

96925447.3

7/24/1996

0842285

12/20/2006

7/24/2016

PCT/US96/12158

5051-294-ES

Spain

Foreign

969254473

7/24/1996

0 842 285

12/20/2006

7/24/2016

EP 96925447.3

0000-000-XX

Xxxxxx

Foreign

969254473

7/24/1996

0 842 285

12/20/2006

7/24/2016

EP 96925447.3

5051-294-GB

Great Britian

Foreign

969254473

7/24/1996

0 842 285

12/20/2006

7/24/2016

EP 96925447.3

5051-294-HK

Hong Kong

Foreign

99101707.4

7/24/1996

HK 1016653

12/31/2004

7/24/2016

EP 96925447.3

5051-294-IE

Ireland

Foreign

969254473

7/24/1996

0 842 285

12/20/2006

7/24/2016

EP 96925447.3

0000-000-XX

Xxxxx

Foreign

969254473

7/24/1996

68498BE/2007

12/20/2006

7/24/2016

EP 96925447.3

0000-000-XX

Xxxxx

Foreign

507703/1997

7/24/1996

3565562

6/18/2004

7/24/2016

PCT/US96/12158

5051-294-NZ

New Zealand

Foreign

313474

7/24/1996

313474

5/18/1999

7/24/2016

PCT/US96/12158

STATUS KEY

G = Granted

- 21 -

5051-530 FAMILY

NCSU Reference No. 01-051

ENTITLED: Putrescine-N-Methyltransferase Promoter

MBSS Ref.
No.

Country

Application

Type

Application
No.

Filing
Date

Patent No.

Issue Date

Expiration
Date

Parent/ Priority

Information

Status

5051-530

Utility

10/416,120

5/2/2003

7,189,570

3/13/2007

0/0/0000

Xxxxxxxx Xxxxx xx

XXX/XX00/00000

5051-530-EP

Europe

Foreign

01990934.0

11/7/2001

1368467

4/25/2007

11/7/2021

PCT/US01/47371

5051-530-GB

Great Britain

Foreign

019909340

11/7/2001

1368467

4/25/2007

11/7/2021

PCT/US01/47371

STATUS KEY

G= Granted

C = Closed

- 22 -

5051-338 FAMILY

NCSU Reference No. 97-074

ENTITLED: Regulation of Quinolate Phosphoribosyl Transferase Expression

MBSS Ref.
No.

Country

Application

Type

Application No.

Filing Date

Patent No.

Issue Date

Expiration
Date

Parent /Priority
Information

Status

5051-338

Utility

09/021,286

2/10/1998

6,586,661

7/1/2003

2/10/2018

Utility of

60/049,471

5051-338CT (allowed)

Continuation

09/963,340

9/24/2001

Continuation of

09/021,286

5051-338CT2

Continuation

10/356,076

1/31/2003

7,304,220

12/4/2007

7/29/2019

Continuation of

09/021,286

5051-338CT3

Continuation

11/416,887

5/3/2006

Continuation of

10/356,076

5051-338CT4

Continuation

11/416,574

5/3/2006

Continuation of

10/356,076

5051-338CT5

Continuation

11/416,568

5/3/2006

7,425,670

9/16/2008

2/10/2018

Continuation of

10/356,076

5051-338CTDV

Divisional

10/748,789

12/30/2003

7,408,098

8/5/2008

5/15/2019

Divisional of

09/963,340

5051-338DV

Divisional

09/431,976

10/29/1999

6,423,520

7/23/2002

2/10/2018

Divisional of

09/021,286

5051-749CT

Continuation

11/417,682

5/2/2006

Continuation of

10/356,076

5051-338-AP

Africa

Foreign

AP/P/99/01680

6/10/1998

AP_1169

5/31/2003

PCT/US98/11893

5051-338-AT

Austria

Foreign

98926456.9

6/10/1998

0991766

3/17/2004

6/10/2018

EP 98926456.9

5051-338-AU

Australia

Foreign

78291/98

6/10/1998

748514

9/19/2002

6/10/2018

PCT/US98/11893

5051-338-AU2

Australia

Foreign

Divisional

2002300895

6/10/1998

2002300895

7/20/2006

6/10/2018

Divisional of

AU 78291/98

5051-338-AU3-22

Australia

Foreign

Divisional

2004203879

6/10/1998

2004203879

3/16/2007

6/10/2018

Divisional of

AU 78291/98

5051-338-BE

Belgium

Foreign

989264569

6/10/1998

0991766

3/17/2004

6/10/2018

EP 98926456.9

5051-338-BG

Bulgaria

Foreign

103886

6/10/1998

64319

3/17/2004

6/10/2018

PCT/US98/11893

0000-000-XX

Xxxxxx

Foreign

PI9810870-0

6/10/1998

PCT/US98/11893

0000-000-XX0-00

Xxxxxx

Foreign

Divisional

PI9816179-2

6/10/1998

Divisional of

PI 98/0870-0

5051-338-CA

Canada

Foreign

2,287,776

6/10/1998

PCT/US98/11893

5051-338-CA2-22

Canada

Foreign

Divisional

2,484,366

6/10/1998

Divisional of

CA 2,287,776

0000-000-XX

Xxxxxxxxxxx

Foreign

989264569

6/10/1998

991766

3/17/2004

6/10/2018

EP 98926456.9

0000-000-XX

Xxxxx

Foreign

98805370.5

6/10/1998

PCT/US98/11893

- 23 -

0000-000-XX0-00

Xxxxx

Foreign

Divisional

ZL200410064111.5

6/10/1998

ZL*10064115

3/14/2007

6/10/2018

Divisional of

CN 98805370.5

5051-338-CU

Cuba

Foreign

206/99

6/10/1998

23174

8/4/2006

6/10/2013

PCT/US98/11893

5051-338-CU2-22*

Cuba

Foreign

Divisional

101/2006

6/10/1998

23275

3/18/2008

6/10/2013

Divisonal of

CU 206/99

5051-338-CY

Cyprus

Foreign

EP 98926456.9

6/10/1998

CY1102132

3/17/2004

EP 98926456.9

5051-338-CZ

Czech Republic

Foreign

1999-3677

6/10/1998

297379

10/12/2006

6/10/2018

EP 98926456.9

5051-338-DE

Germany

Foreign

989264569

6/10/1998

698_22_463.9-08

3/17/2004

6/10/2018

EP 98926456.9

5051-338-DK

Denmark

Foreign

989264569

6/10/1998

DK/EP 0991766

3/17/2004

6/10/2018

EP 98926456.9

5051-338-EA

Eurasia

Foreign

200000007

6/10/1998

004652

6/24/2004

6/10/2018

PCT/US98/11893

0000-000-XX0-00

Xxxxxxx

Foreign

Divisional

200400186

6/10/1998

009898

4/28/2008

6/10/2018

Divisional of

EA 200400186

5051-338-EP

Europe

Foreign

98926456.9

6/10/1998

0991766

3/17/2004

6/10/2018

PCT/US98/11893

5051-338-EP1-22

Europe

Foreign

Divisional

04004191.5

6/10/1998

Divisional of

EP 98926456.9

5051-338-EP2

Europe

Foreign

Divisional

04004192.3

6/10/1998

Divisional of

EP 98926456.9

5051-338-ES

Spain

Foreign

989264569

6/10/1998

0_991_766

3/17/2004

6/10/2018

EP 98926456.9

0000-000-XX

Xxxxxxx

Foreign

991766

6/10/1998

FI/EP 0991766

3/17/2004

6/10/2018

EP 98926456.9

0000-000-XX

Xxxxxx

Foreign

98926456.9

6/10/1998

0991766

3/17/2004

6/10/2018

EP 98926456.9

5051-338-GB

Great Britain

Foreign

989264569

6/10/1998

0_99_1766

3/17/2004

6/10/2018

EP 98926456.9

0000-000-XX

Xxxxxx

Foreign

989264569

6/10/1998

3049511

3/17/2004

6/10/2018

EP 98926456.9

5051-338-HK

Hong Kong

Foreign

00106489.5

6/10/1998

HK1027379

8/20/2004

6/10/2018

PCT/US98/11893

5051-338-HK1-22

Hong Kong

Foreign

Divisional

04107697.7

6/10/1998

Divisional of

HK 00106489.5

5051-338-HK2

Hong Kong

Foreign

05102204.3

6/10/1998

PCT/US98/11893

5051-338-HU

Hungary

Foreign

P0003767

6/10/1998

225888

10/24/2007

6/10/2018

PCT/US98/11893

5051-338-ID

Indonesia

Foreign

W-991260

6/10/1998

0 010 592

4/23/2003

6/10/2018

PCT/US98/11893

5051-338-IE

Ireland

Foreign

989264569

6/10/1998

0991766

3/17/2005

6/10/2018

EP 98926456.9

5051-338-IL

Israel

Foreign

132,184

6/10/1998

PCT/US98/11893

0000-000-XX0

Xxxxxx

Foreign

Divisional

6/10/1998

Divisonal of

IL 132,184

5051-338-IN

India

Foreign

1627/DEL/98

6/12/1998

PCT/US98/11893

0000-000-XX0

Xxxxx

Foreign

Divisional

10/DEL/03

6/12/1998

Divisional of

IN 1627/DEL/98

0000-000-XX

Xxxxx

Foreign

989264569

6/10/1998

69598-BE

3/17/2004

6/10/2018

EP 98926456.9

0000-000-XX

Xxxxx

Foreign

503075/1999

6/10/1998

4095678

3/14/2008

6/10/2018

PCT/US98/11893

0000-000-XX0-00

Xxxxx

Foreign

Divisional

2004-155034

6/10/1998

Divisional of

JP 503075/1999

- 24 -

0000-000-XX0

Xxxxx

Foreign

Divisional

2008-001397

6/10/1998

Divisional of

JP 503075/1999

0000.000XX0

Xxxxx

Foreign Divisional

2/26/2009

Divisional of JP 2008-001387

5051-338-KR

Korea

Foreign

00-0000000

6/10/1998

365969

12/11/2002

6/10/2018

PCT/US98/11893

0000-000-XX

Xxxxxxxxxx

Foreign

989264569

6/10/1998

0991766

3/17/2004

6/10/2018

EP 98926456.9

5051-338-MC

Monaco

Foreign

989264569

6/10/1998

0991766

3/17/2004

6/10/2018

EP 98926456.9

5051-338-MN

Mongolia

Foreign

2408

6/10/1998

1648

5/1/2000

6/10/2018

PCT/US98/11893

5051-338-MX

Mexico

Foreign

PA/A/1999/011625

6/10/1998

231004

10/3/2005

6/10/2018

PCT/US98/11893

0000-000-XX0-00

Xxxxxx

Foreign

Divisional

PA/A/2005/001830

6/10/1998

Divisional of MX

PA/A/1999/011625

5051-338-NL

Netherlands

Foreign

0991766 EUR (NL)

6/10/1998

0991766

3/17/2004

6/10/2018

EP 98926456.9

0000-000-XX

Xxxxxx

Foreign

19996169

6/10/1998

324872

12/17/2007

6/10/2018

PCT/US98/11893

5051-338-NZ

New Zealand

Foreign

500963

6/10/1998

500963

1/10/2002

6/10/2018

PCT/US98/11893

5051-338-OA

Africa

Foreign

99/00257

6/10/1998

11219

6/12/2000

6/10/2018

PCT/US98/11893

0000-000-XX (xxxxxxx)

Xxxxxx

Foreign

P-337 442

6/10/1998

PCT/US98/11893

0000-000-XX0-00

Xxxxxx

Foreign

Divisional

P-379455

6/10/1998

Divisional of

PL P-379455

5051-338-PT

Portugal

Foreign

989264569

6/10/1998

0_991_766

3/17/2004

6/10/2018

EP 98926456.9

5051-338-RO

Romania

Foreign

99-01306

6/10/1998

PCT/US98/11893

0000-000-XX

Xxxxxx

Foreign

98926456.9

6/10/1998

EP-SE-21013531

3/17/2004

6/10/2018

EP 98926456.9

5051-338-SG

Singapore

Foreign

9904760-7

6/10/1998

68260

12/19/2001

6/10/2018

PCT/US98/11893

0000-000-XX

Xxxxxx

Foreign

1999/02728

6/10/1998

TR 1999 02728

3/21/2001

6/10/2018

PCT/US98/11893

5051-338-UA

Ukraine

Foreign

99126735

6/10/1998

72187

2/15/2005

6/10/2018

PCT/US98/11893

5051-338-UZ

Uzbekistan

Foreign

2001 0376

6/10/1998

2001 0376

11/29/2006

6/10/2018

PCT/US98/11893

5051-338-VN

Viet Nam

Foreign

S20000018

6/10/1998

3728

8/18/2003

6/10/2018

PCT/US98/11893

5051-338-YU

Yugoslavia

Foreign

P-64899

6/10/1998

49677

8/6/2007

6/10/2018

PCT/US98/11893

STATUS KEY

G = Granted

P = Pending

- 25 -

APPENDIX B – MILESTONE FEE

[*] to be paid upon [*].

- 26 -

APPENDIX C – DEVELOPMENT AND COMMERCIALIZATION SCHEDULE

[*] – Licensee will have [*].

- 27 -

APPENDIX D—ROYALTY REPORT FORM

22nd Century Limited, LLC. License Agreement Royalty Report for the Period

____________through__________

Instructions: Please fill in all boxes (write "none" if not applicable), and sign and date at bottom. All article numbers refer to the License Agreement.

Please complete the following and sign and date at the bottom EVEN IF THERE HAS BEEN NO ACTIVITY in reporting period.

Number of transactions by Company, Inc.

Answer this section only if there has been Licensed Product/Process activity in reporting period.

Date of

Transaction

Type of

Transaction

By
____

Product or

Process Type

(name and id

number)

Total

Xxxxxxxx

Deductions per § __

(specify type)

Royalties

Due

Customer

Name and

Address

NCSU

Patent(s)

Number(s).*

Number of Royalty Report continuation sheets attached________

Total amount enclosed $_______________

22nd Century Limited, LLC.

By: _____________________________

Date: __________________

Name and Title: _________________________________________

*NCSU Patent Number(s) should come from the list of Patent Rights (Appendix A)

Note that Transactions can involve either individual Inventions, or any combination of the Inventions listed above.

Please contact the XXX Senior Financial Manager at 000-000-0000 with any questions.

- 28 -

Document Metadata

Table of Contents

LICENSE AGREEMENT

Document Metadata