Exclusive License Agreement, dated as of November 18, 2024, by and between the Registrant and Biosion, Inc

Exhibit 10.26

EXECUTION VERSION

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CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN OMITTED

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EXCLUSIVE LICENSE AGREEMENT

BY AND BETWEEN

BIOSION, INC.

AND

ACLARIS THERAPEUTICS, INC.

November 18, 2024

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TABLE OF CONTENTS

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ii

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Schedules

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iii

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EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (this “Agreement”) is dated as of November 18, 2024 (the “Effective Date”), by and between Biosion, Inc. (博奥信生物技术（南京）有限公司), a company organized and existing under the laws of the People’s Republic of China and having a place of business at 5^th Floor, Building D, 3-1 Zhongdan Unit, South Longshan Rd, Jiangbei New District, Nanjing, Jiangsu, China 210061 (“Biosion”), and Aclaris Therapeutics, Inc., a corporation organized under the laws of the State of Delaware and having a place of business at 701 Lee Road, Suite 103, Wayne, Pennsylvania 19087, United States of America (“Company”). Each of Biosion and Company may be individually referred to herein as a “Party” or, collectively, as “Parties”.

RECITALS

WHEREAS, Biosion possess certain Patents, Know-How and expertise with respect to the Licensed Products;

WHEREAS, Company and its Affiliates have expertise in the Development, Manufacture and Commercialization of therapeutic products in the pharmaceutical industry; and

WHEREAS, Biosion desires to grant to Company, and Company desires to receive from Biosion, an exclusive license under the Biosion Licensed Technology to Develop, Manufacture and Commercialize Licensed Products in the Field in the Company Territory in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and undertakings set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

Article 1

Definitions

Unless otherwise defined elsewhere in the Agreement, all capitalized terms shall have the following meanings (and cognates of such terms shall have correlative meanings):

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to the Existing MTA or (ii) are set forth on Schedule 1.18; provided that Biosion Materials shall exclude any Existing Inventory.

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products), the proprietary position of such product, issues of safety and efficacy, the regulatory environment, actual or projected profitability of such product, manufacturing status, the nature and extent of market exclusivity (including patent coverage), the cost and likelihood of obtaining Marketing Approval (including pricing and reimbursement approval) and the costs and expenses associated with the Development and Commercializing such product. Commercially Reasonable Efforts shall be determined on a Licensed Product-by-Licensed Product and country-by-country basis, and may change over time.

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consummation of such Change of Control, are used by such acquired Party or any of its Affiliates in the performance of Development or Manufacturing activities with respect to any Licensed Antibody or Licensed Product, or Commercialization activities with respect to any Licensed Product, under this Agreement, or (iii) if, prior to the consummation of such Change of Control, such acquired Party or any of its Affiliates also Controlled such Know-How, Patents, Regulatory Documents, Regulatory Approval or other intellectual property owned or in-licensed by such Acquirer, in each of which cases ((i)–(iii)), such Know-How, Patents, Regulatory Documents, Regulatory Approval or other intellectual property owned or in-licensed by such Acquirer will be deemed Controlled by the acquired Party or its Affiliates for purposes of this Agreement.

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process development, quality assurance activities, quality control activities, qualification and validation activities, analytic process development, Manufacturing process validation, scale-up, and all other similar activities).

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Biosion (or any of its Affiliates or its or their Third Party subcontractors) and (iii) set forth on Schedule 1.68.

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Indication; provided, further, that (a) by way of example, (i) the treatment of a disease, disorder, or condition in a particular patient population and the treatment of the same disease, disorder, or condition in another population (e.g., adult population and pediatric population) shall be treated as the same Indication, and (ii) different stages of disease and different treatment settings (e.g., adjuvant and metastatic) shall be treated as the same Indication; and (b) for clarity, an Indication is only distinct from another Indication if the diseases associated with such Indications are (i) listed in two different blocks of [***] and (ii) developed under separate clinical studies.

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provided that, in no event shall any particular amount identified above be deducted more than once in calculating Net Sales (i.e., no “double counting” of deductions).

To the extent that a Selling Party receives consideration other than or in addition to cash upon the sale or disposition of a Licensed Product, Net Sales will be calculated based on the average price charged for such Licensed Product, as applicable, during the preceding royalty period, or in the absence of such sales, based on such Selling Party’s reasonable determination of the fair market value of such Licensed Product.

Notwithstanding anything to the contrary, (A) sales of Licensed Products among Selling Parties (including sales by any Affiliate of Company or Sublicensee to Company or another Selling Party) for resale by such entity to a Third Party shall not be deemed a sale for purposes of this definition of “Net Sales”; provided that the resale of such Licensed Products by such entity to such Third Party (other than a Sublicensee, but including wholesalers and distributors) shall be deemed a sale for the purposes of this definition of “Net Sales”; and (B) transfers or dispositions of Licensed Product for no monetary consideration: (1) in connection with patient assistance programs, (2) for charitable or promotional purposes, (3) for preclinical, clinical, regulatory or governmental purposes or under so-called “named patient” or other limited access programs or (4) for use in any tests or studies, including Clinical Trials, necessary to comply with any Law or request by a Regulatory Authority, in each case ((1), (2), (3) or (4)), shall not be deemed sales of such Licensed Product for purposes of this definition of “Net Sales”.

For purposes of the definition of Net Sales: If any Licensed Product under this Agreement is sold in the form of a Combination Product, and such Licensed Product and Other Components are sold separately, the Net Sales of such Combination Product for any period shall be determined by multiplying the Net Sales (as defined above in this Section 1.101) of such Combination Product for such period by the fraction, A/(A+B) where A is the weighted (by sales volume) average gross sale price in a particular country of such Licensed Product during such period when sold separately in finished form and B is the weighted average gross sale price in such country during such period of the Other Components sold separately in finished form.

In the event that the weighted average gross sale price of such Licensed Product for a period can be determined but the weighted average gross sale price of the Other Components cannot be determined, the Net Sales of such Licensed Product for such period shall be calculated by multiplying the Net Sales of such Combination Product for such period by the fraction A/C where A is the weighted average gross sale price of such Licensed Product during such period when sold separately in finished form and C is the weighted average gross sale price of such Combination Product during such period.

In the event that the weighted average gross sale price of the Other Components for a period can be determined but the weighted average gross sale price of such Licensed Product for such period cannot be determined, the Net Sales of such Licensed Product for such period shall be calculated by multiplying the Net Sales of such Combination Product for such period by a fraction determined by the following formula: one (1) minus B/C where B is the weighted average gross sale price of the Other Components during such period when sold separately in finished form and C is the weighted average gross sale price of such Combination Product during such period.

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In the event that the weighted average gross sale price of both such Licensed Product and the Other Components in such Combination Product cannot be determined for a period, the Net Sales of such Licensed Product for such period shall be based upon the relative value contributed by each component. Company shall propose to Biosion in writing a value for the weighted average gross sale price of such Licensed Product and the Other Components in such Combination Product and the Parties shall promptly meet to discuss, acting reasonably and in good faith, and agree upon (which agreement shall not be unreasonably withheld) the weighted average gross sales price of such Licensed Product and the Other Components in such Combination Product for such period. The weighted average gross sale price for such Licensed Product, Other Components, or Combination Product for such period shall be calculated [***] each Calendar Year and such price shall be used during all applicable reporting periods for the entire following Calendar Year. When determining the weighted average gross sale price of a Licensed Product, Other Components, or Combination Product for a period, the weighted average gross sale price shall be calculated by dividing the sales by the units of active ingredient sold during the twelve (12) months (or the number of months sold in a partial Calendar Year) of the preceding Calendar Year for such Licensed Product, Other Components, or Combination Product. In the initial Calendar Year, a forecasted weighted average gross sale price will be used for such Licensed Product, Other Components, or Combination Product. Any over or under payment due to a difference between forecasted and actual weighted average gross sale prices will be paid or credited in the first applicable payment of the following Calendar Year.

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including pursuant to Section 2.1; provided, however, that Sublicense Agreements shall not include any agreements or arrangements (a) under which Company (or any of its Affiliates or Sublicensees) grant a Third Party the mere right to purchase Licensed Antibodies or Licensed Products from Company (or any of its Affiliates or Sublicensees), without the inclusion of any sublicense under any of the rights or licenses granted to Company under this Agreement; and (b) with Third Party subcontractors that act solely for or on behalf of Company (or any of its Affiliates or Sublicensees) in the supply chain for the Development, Manufacture or Commercialization of Licensed Antibodies or Licensed Products, or that perform discrete services (as opposed to being granted broad rights or responsibilities) on behalf of Company (or any of its Affiliates or Sublicensees).

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product; provided that, in such event, the Parties will discuss the matter in good faith and use reasonable efforts to agree upon an allocation of such consideration under which a portion of such consideration will be allocated to the sublicense of the rights granted pursuant to this Agreement (i.e., as Sublicense Income) and the remainder of such consideration will be allocated to such other intellectual property, compounds or products; provided, further, that, if the Parties cannot agree on such allocation after a reasonable time, then, such allocation shall be determined by an independent Third Party accounting or valuation firm reasonably acceptable to Biosion and Company and the conclusion of such firm shall be binding on the Parties.

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Article 2

Licenses and Other Rights

(a)No right or license is granted to either Party hereunder by implication, estoppel, or otherwise to any Know-How, Patents or other intellectual property right owned or otherwise Controlled by the other Party or its Affiliates, except as expressly set forth in this Agreement. Company will not (and shall ensure that its Affiliates and require that its Sublicensees and any other Third Party performing on behalf of Company, its Affiliates or Sublicensees shall not) practice or otherwise exploit the Biosion Licensed Technology outside the scope of the licenses grant to Company under Section 2.1 or otherwise in violation of this Agreement. Notwithstanding anything

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to the contrary set forth herein, the license or rights granted to Company under this Agreement, including pursuant to Section 2.1, shall not include any license or right under the Biosion Licensed Technology (or any other Know-How, Patents or other intellectual property right owned or otherwise Controlled by Biosion or any of its Affiliates) to Develop, Manufacture or Commercialize any other active therapeutic ingredient(s) that are not a Licensed Antibody or any product that is not a Licensed Product.

(b)Notwithstanding anything to the contrary set forth herein, including the exclusive licenses granted to Company under Section 2.1, Biosion retains non-exclusive rights under the Biosion Licensed Technology as necessary to perform (either itself, or through its Affiliates, licensees, sublicensees or subcontractors, as applicable) its obligations under this Agreement (including under the Technology Transfer Plan and Section 2.6, as applicable).

(c)All rights in and to Biosion Licensed Technology not expressly licensed to Company under this Agreement are hereby retained by Biosion (or its Affiliates, as applicable). Without limiting the foregoing, but subject to Section 2.4, as between the Parties, Biosion hereby retains the exclusive right to practice, use or reference (including the right to grant licenses or sublicenses thereunder through multiple tiers) any Biosion Licensed Technology to Develop, Manufacture or Commercialize (i) any Licensed Product in the Excluded Territory (provided that Company shall have the right to (A) Develop any Licensed Antibodies and Licensed Products in the Excluded Territory and (B) Manufacture any Licensed Antibodies and Licensed Products in the Excluded Territory, in each case ((A) and (B)), solely for the purpose of Developing any Licensed Antibodies or Licensed Products, or Commercializing any Licensed Products, in the Field in the Company Territory) or (ii) any Antibody that is not a Licensed Antibody and any product that is not a Licensed Product in any field or territory (including with respect to any such Antibody, or product that incorporates, constitutes, contains, comprises or utilizes such Antibody, that is designed to bind to [***]).

(a)Subject to Section 9.3(h), as applicable, except for the performance of any of its obligations under this Agreement (including under the Technology Transfer Plan and Section 2.6, as applicable), to the extent permitted under Law, during the Term, Biosion shall not (and shall cause its Affiliates to not) (i) conduct, itself or with or through any Third Party, any program to Develop, Manufacture or Commercialize any product that comprises or incorporates an Antibody (including any individual fragments or conjugates of an Antibody) that is designed to [***]; or (ii) grant any rights or licenses to any Third Party (A) to conduct any such program; or (B) grant any rights or licenses which are inconsistent with the exclusive rights granted to Company hereunder; provided that, notwithstanding anything to the contrary set forth herein, nothing in this Section 2.4(a) shall limit Biosion’s (or any of its Affiliates’) right (x) to perform any of its obligations under this Agreement (including under the Technology Transfer Plan and Section 2.6, as applicable) or any of the CTTQ Agreements, including the right to grant the licenses and rights granted to CTTQ under the CTTQ Agreements; or (y) to Develop, Manufacture or Commercialize the Existing BSI-502 Product in the Excluded Territory or to grant any licenses or other rights to CTTQ (or any of its Affiliates) to Develop, Manufacture or Commercialize the Existing BSI-502 Product in the Excluded Territory.

(b)Notwithstanding Section 2.4(a):

(i)in the event that, in the conduct of non-clinical or pre-clinical activities by personnel of Biosion (or any of its Affiliates) such personnel unintentionally discover or develop

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any product designed to [***], the Development, Manufacture or Commercialization of which would otherwise violate Biosion’s exclusivity obligations set forth in Section 2.4(a) (such product, a “Competing Product”), such personnel’s discovery or development of such Competing Product will not constitute a breach by Biosion of its exclusivity obligations set forth in Section 2.4(a), as long as Biosion ceases all Development of such Competing Product upon discovery thereof; and

(ii) in the event that a Third Party becomes an Affiliate of Biosion during the Term through merger, acquisition, consolidation, Change of Control or other similar transaction (any such Third Party, thereafter, a “New Affiliate”), which New Affiliate, as of the execution date of the definitive agreement with respect to such transaction, is engaged in the conduct of activities that, if conducted by Biosion, would violate Biosion’s exclusivity obligations set forth in Section 2.4(a) (such activities, a “Competing Program”), then:

(A) If such transaction results in a Change of Control of Biosion, then, the applicable Acquirer may continue to conduct such Competing Product, and Biosion will not be in violation of its exclusivity obligations set forth in Section 2.4(a) as long as (1) no Confidential Information of Company or Biosion Licensed Technology is used or referenced by or on behalf of such Acquirer in connection with any activities conducted under such Competing Program; and (2) Biosion, such Acquirer and their Affiliates institute commercially reasonable technical and administrative safeguards to ensure the requirements set forth in the foregoing clause (1) are met, including by creating appropriate “firewalls” with respect to the employees of such Acquirer working under such Competing Program; or

(B) With respect to any such transaction that does not result in a Change of Control of Biosion, then, Biosion will not be in violation of its exclusivity obligations set forth in set forth in Section 2.4(a) as long as Biosion and any New Affiliate of Biosion as a result of such transaction (such New Affiliate, together with any of its Affiliates that also became New Affiliates of Biosion as a result of such transaction, each, an “Acquiree”) takes one of the following actions within [***] days following the date of consummation of the relevant acquisition transaction: (1) divest, or cause its Acquiree to divest, whether by license or otherwise, its interest in such Competing Program; or (2) terminate any further activities with respect to such Competing Program; provided that, prior to the completion of such termination or divestiture, as applicable, such Acquiree’s conduct of such Competing Program in the ordinary course will not constitute a breach by Biosion of its exclusivity obligations set forth in Section 2.4(a) as long as during such period, (x) no Confidential Information of Company or Biosion Licensed Technology is used or referenced by or on behalf of such Acquiree in connection with any activities conducted under such Competing Program; and (y) Biosion, such Acquiree and their Affiliates institute commercially reasonable technical and administrative safeguards to ensure the requirements set forth in the foregoing clause (1) are met, including by creating appropriate “firewalls” with respect to the employees of such Acquiree working under such Competing Program.

(a)Promptly following the Effective Date, the Parties shall conduct a technology transfer of all Biosion Licensed Technology to Company (or its designee) in accordance with a written technology transfer plan mutually agreed by the Parties to effect such technology transfer, which shall include, at a minimum, (i) the Parties’ respective obligations with respect to such technology transfer, including goals and timelines for the achievement of such technology transfer, and (ii) agreed criteria for determining whether such technology transfer has been completed (such plan, the “Technology Transfer Plan”). An initial draft of the Technology Transfer Plan is attached hereto as Schedule 2.5. The Parties may amend the Technology Transfer Plan by mutual agreement.

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(b)Each Party shall perform its respective obligations under and in accordance with the Technology Transfer Plan; provided that each Party shall use Commercially Reasonable Efforts to complete the applicable technology transfer activities allocated to such Party in accordance with the agreed timelines set forth in the Technology Transfer Plan.

(c)Following the completion of the activities under the Technology Transfer Plan and from time to time during the Term, upon Company’s reasonable request, Biosion agrees to make its employees with relevant knowledge regarding the Licensed Antibodies, the Licensed Products and the Biosion Licensed Technology available to Representatives of Company (which may be via telephone or electronic communication) on a mutually convenient basis to provide scientific and technical explanations to Company related to the Development, Manufacture and Commercialization of Licensed Antibodies and Licensed Products and to discuss with such Company personnel any follow-up concerns or questions with respect thereto.

(d)Each Party shall be responsible for its own costs incurred in connection with performing its obligations under the Technology Transfer Plan and this Section 2.5; provided, however, that (i) Company shall reimburse Biosion for any reasonable Out-of-Pocket Costs incurred by or on behalf of Biosion in connection the performance of its obligations under the Technology Transfer Plan (provided that the Parties shall agree in advance upon a budget for any such Out-of-Pocket Costs to be paid by Company hereunder, including the scope of the activities to be performed), and (ii) as between the Parties, Company shall be solely responsible for any costs incurred in connection with any Manufacturing technology transfer related to any Licensed Antibody or Licensed Product from any Third Party CDMO (or any of its Affiliates or subcontractors) to Company (or its designee).

(a)Upon the terms and subject to the conditions contained herein, including Section 4.3, Biosion agrees to use Commercially Reasonable Efforts to (or to cause one or more of its Affiliates to use Commercially Reasonable Efforts to) provide to Company the services listed in Schedule 2.6 (the “Transition Services”), in each case, for the applicable period specified for such Transition Service in Schedule 2.6 (each, a “Transition Period”). From time to time, the Parties may modify any Transition Service or the corresponding Transition Period by mutual written agreement; provided, however, that Biosion will not unreasonably withhold, delay or condition its consent to any reasonable request to extend any Transition Services beyond its corresponding Transition Period.

(b)Notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall require Biosion (or any of its Affiliates) to perform or cause to be performed any Transition Services or any other obligation in a manner that would constitute a violation of (i) applicable Law, (ii) any contract to which Biosion (or any of its Affiliates) is a party, (iii) the certificate of incorporation or by-laws (or the comparable governing instruments) of Biosion (or any of its Affiliate) or (iv) the rights of any Third Party (including in the event that the provision of a Transition Service requires the consent of a Third Party which has not been obtained).

(c)Biosion (or any of its Affiliates) may subcontract or otherwise delegate the performance of all or any of its obligations under this Agreement (including, for the avoidance of doubt, any of the Transition Services) to any of its Affiliates or any Third Party subcontractor solely to the extent such subcontract or delegation does not conflict with Law. If, in accordance with the foregoing, Biosion exercises its rights or performs its obligations under this Agreement through an Affiliate or Third Party subcontractor, then, Biosion shall remain responsible for the acts, omissions and

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performance of such Affiliate or Third Party subcontractor as if such acts, omissions and performance had been provided by Biosion itself under this Agreement. For the avoidance of doubt, except as may be set forth in a separate written agreement by the Parties, without limiting Biosion’s obligations hereunder, neither Biosion nor any of its Affiliates are under any obligation to second or procure the secondment to Company of any employee or other personnel in connection with the provision of the Transition Services. The Parties hereto agree that nothing in this Agreement is intended to transfer the employment of any employees, contract employees or secondees of Biosion or its respective Affiliates engaged in the provision of any Transition Services from Biosion to Company.

(d)Company hereby grants to Biosion (and its Affiliates) a limited, worldwide, fully paid-up, royalty-free, non-exclusive license under any Patent, Know-How (including any data, reports, documents or Regulatory Documents, along with copies of the foregoing) or other intellectual property right that (i) Company (or any of its Affiliates) owns or otherwise Controls and (ii) is necessary or reasonably useful for the performance of the Transition Services, with the right to grant and authorize sublicenses, subject to written notice to Company, solely for the purposes of performing the Transition Services and for no other purpose. Biosion (and its Affiliates) may grant sublicenses under the foregoing license to subcontractors of Biosion (or any of its Affiliates) to the extent necessary for such subcontractors to perform, or to enable Biosion (or any of its Affiliates) to perform, the Transition Services, in each case, pursuant to the terms of this Agreement.

(e)Company (itself or through its Affiliates) shall, at its sole cost and expense, reasonably cooperate with Biosion in connection with the performance of the Transition Services hereunder, including providing to Biosion (or its designee) such information or materials (including quantities of Licensed Antibodies or Licensed Products, as applicable) as may be reasonably needed for Biosion to perform such Transition Service in accordance with this Agreement. In the event that Company fails to provide any such information or materials, upon Biosion’s request, the Alliance Managers of the Parties shall discuss and work together in good faith to resolve any impact such failure may have to the provision of the relevant Transition Service. Notwithstanding anything to the contrary set forth herein, if Biosion is ready, able and willing to perform or deliver a given Transition Service pursuant to this Agreement and Company either communicates to Biosion that it is not prepared to receive such Transition Service, or fails to provide the requisite information or materials necessary for Biosion to perform or deliver such Transition Service within [***] Business Days from Biosion’s delivery of notice that it is ready to perform or deliver the same, then, (i) by written notice to Biosion, Company may extend the timeline by no more than [***] days for such Transition Service; provided that no timeline(s) (e.g., the applicable Transition Period set forth in Schedule 2.6) associated with such Transition Service shall be extended beyond [***]days, unless otherwise mutually agreed by the Parties, (ii) Biosion shall be relieved of its obligation to perform such Transition Service for so long as such failure to accept such Transition Service or to provide such information or material continues, and (iii) any additional costs incurred by either Party as a result of Company’s failure to accept such Transition Service or to provide such information or material, in each case, causing a delay of more than [***] days from such date as set forth in the original timeline as set forth in Schedule 2.6, shall be solely borne by Company.

(f)Biosion’s obligations and rights under this Section 2.6 shall continue with respect to each Transition Service until the expiration of the corresponding Transition Period, unless such Transition Service is earlier terminated pursuant to this Section 2.6(f) or this Agreement is earlier terminated pursuant to Section 9.2, as applicable (in which case, Biosion’s obligations with respect to such Transition Service shall cease upon the effective date of such earlier termination). During the applicable Transition Period for any Transition Service, Company may elect to terminate Biosion’s provision of such Transition Service by delivering written notice of such election to

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Biosion in accordance with this Agreement, which termination will be effective no earlier than [***] days following delivery of such notice, unless Biosion consents to a shorter period; provided, however, that Company shall pay Biosion for any FTE Costs and Out-of-Pocket Costs incurred with respect to such terminated Transition Service in accordance with Section 4.3 prior to the effective date of such termination, together with any such pre-approved costs contracted for by Biosion, or any other pre-approved non-cancellable obligations of Biosion incurred, prior to such effective date in connection with such terminated Transition Service.

(a)Except as otherwise mutually agreed by the Parties (including under the Technology Transfer Plan) and subject to the terms and conditions of this Agreement, promptly following the Effective Date (and no later than [***] days after the Effective Date), Biosion will transfer to Company (or its designated Affiliate or Sublicensee) the Biosion Materials, [***] cost, together with a material transfer record in the form attached hereto as Schedule 2.7 (the “MTR”).

(b)Company shall (and shall cause its Affiliates or require its Sublicensees that receive any Biosion Materials, as applicable, to) use, store and handle any Biosion Materials transferred pursuant to this Agreement in compliance with the requirements under the MTR and solely for use in the Development, Manufacturing or Commercialization of Licensed Products in the Field in the Company Territory in accordance with the applicable terms and conditions of this Agreement and in compliance with Laws. Without limiting the foregoing, Company shall not (and shall cause its Affiliates or require its Sublicensees to not) (i) administer Biosion Materials to any human subjects, including in connection with any Clinical Trials, or use for diagnostic purposes involving human subjects, in each case, except to the extent expressly provided otherwise in the MTR, or (ii) use any Biosion Materials in any animals kept as domestic pets. As between the Parties, Company shall assume all liability for any damages or liabilities arising or resulting from the use, storage or disposal of such Biosion Materials by or on behalf of Company, including any administration to human subjects, after such Biosion Materials have been received by Company from Biosion. Upon termination of this Agreement in its entirety, as applicable, except for any continuing rights as set forth in this Agreement (including as set forth in Section 9.3, as applicable), Company shall (and shall cause its Affiliates or require its Sublicensees that receive any Biosion Materials, as applicable, to) discontinue its use of any Biosion Materials and shall, upon written direction of Biosion, return or destroy (and certify destruction of) any remaining Biosion Material in Company’s possession (or Company’s Affiliates’ or Sublicensees’ possession, as applicable) in compliance with Law.

(c)EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN Article 7, (A) ANY BIOSION KNOW-HOW OR BIOSION MATERIALS DELIVERED BY OR ON BEHALF OF BIOSION PURSUANT TO THIS AGREEMENT, INCLUDING, PURSUANT TO THIS SECTION 2.7, ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY BIOSION MATERIALS DELIVERED PURSUANT TO THIS AGREEMENT ARE UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH HEREIN, INCLUDING PURSUANT TO Article 8, COMPANY ASSUMES ALL LIABILITY FOR ANY DAMAGES THAT ARISING OR RESULTING FROM ITS USE, STORAGE OR DISPOSAL OF ANY BIOSION MATERIALS.

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Inventory to Company FCA (Incoterms 2020) at the applicable location as set forth on Schedule 1.68 for use in the Development of Licensed Products in the Field in accordance with this Agreement.

(a)During the Term, Biosion (a) will not enter into, amend, modify or terminate any CTTQ Agreement in a manner that would reasonably be expected to adversely affect the rights or licenses granted to Company hereunder in any material respect or increase any obligations of Company in connection therewith in any material respect, in each case, without the prior written consent of Company; and (b) will not intentionally breach any CTTQ Agreement in any material respect in a manner that would reasonably be expected to result in CTTQ terminating such CTTQ Agreement or otherwise diminish in any material respect the scope or exclusivity of the licenses or other rights licensed to Company hereunder. Biosion shall promptly notify Company in writing of any written notice it receives from CTTQ that alleges that Biosion (or Company) is in breach of the applicable CTTQ Agreement in a manner that would reasonably be expected to adversely affect rights or licenses granted to Company hereunder.

(b)During the Term, to the extent that Biosion (or its Affiliates) Develops, Manufacturers or Commercializes the Existing BSI-502 Product in the Excluded Territory, (i) Biosion shall grant, and hereby does grant, to Company all of the rights, licenses, agreements and covenants granted by CTTQ to Company under the Tripartite CTTQ Agreement; and (ii) Company shall grant, and hereby does grant, to Biosion all of the rights, licenses, agreements and covenants granted by Company to CTTQ under the Tripartite CTTQ Agreement; provided that, in each case, such rights, licenses, agreements and covenants, as the case may be, shall be granted with respect to the Existing BSI-502 Product, mutatis mutandis.

Article 3

Development, Manufacture and Commercialization of LICENSED Products

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(a)Company shall use Commercially Reasonable Efforts to (i) Develop and seek Regulatory Approval for [***] BSI-502 Product and [***] BSI-045B Product in the Company Territory and (ii) after receiving the applicable Regulatory Approval for any Licensed Product in a given country or regulatory jurisdiction in the Company Territory, Commercialize such Licensed Product in such country or regulatory jurisdiction, as applicable.

(b)Without limiting Section 3.4(a), Company shall use Commercially Reasonable Efforts to [***], in each case, in accordance with the Development Plan.

(c)For the avoidance of doubt, activities conducted by Company’s Affiliates, Sublicensees and Third Party subcontractors selected by Company (or any of its Affiliates or Sublicensees) will be considered as Company’s activities under this Agreement for purposes of determining whether Company has complied with its obligations under this Section 3.4.

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Sublicensee) at the time of such request (provided, however, that Company shall not be obligated to provide to Biosion (i) any information that it is prohibited from providing due to Third Party confidentiality obligations or (ii) any commercially sensitive information to the extent not pertinent to either Party’s rights or obligations under this Agreement or verification of compliance with the requirements of this Agreement, as applicable); and (b) upon Biosion’s reasonable request, Company agrees to meet with Biosion (via teleconference or videoconference) to discuss the scientific progress and planned Development of the Licensed Products in the Company Territory, which meeting shall be scheduled at a mutually agreeable date and time.

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the services of any Person debarred under United States Law, including under 21 U.S.C. Section 335a or any foreign equivalent thereof, with respect to any Development, Manufacture or Commercialization of any Licensed Product or otherwise in connection with the performance of any of its obligations or exercise of its rights under this Agreement.

(a)Company (or one of its Affiliates or Sublicensees) shall (i) be responsible for preparing and submit Regulatory Documents for obtaining and maintaining all Regulatory Approvals (including all INDs and MAAs) for any Licensed Products in the Field in the Company Territory and, thereafter, maintaining all such Regulatory Approvals for any Licensed Products in the Field in the Company Territory, in each case, in accordance with Law, (ii) be responsible, and act as the sole point of contact, for communications with Regulatory Authorities in connection with the Development, Manufacture or Commercialization of any Licensed Products in the Field in the Company Territory, and (iii) have the sole right to determine whether and how to implement a recall or other market withdrawal of its Licensed Products in the Company Territory. In addition, as between Biosion and Company, Company shall own any and all Regulatory Documents (including all INDs and MAAs) and Regulatory Approvals for any Licensed Products in the Field in the Company Territory.

(b)Following the Effective Date, Biosion shall not initiate (or unless required by Law participate in) (or permit any of its Affiliates to initiate (or unless required by Law participate in)) any meetings or communications with Regulatory Authorities with respect to any Licensed Product in the Field and in the Company Territory, without Company’s prior consent.

(c)If Biosion or any of its Affiliates receives any written or oral communication from any Regulatory Authority in the Company Territory relating to any Licensed Product, to the extent not prohibited by Law, Biosion shall (i) refer such Regulatory Authority to Company, and (ii) as soon as reasonably practicable, notify Company in writing and provide Company with a copy of any written communication received by Biosion or such Affiliate or, if applicable, complete and accurate minutes of such oral communication.

(d)Following the Effective Date, the Parties will cooperate with each other with regard to the reporting and handling of safety information involving the Licensed Products in accordance with Law, including applicable regulatory requirements and regulations on pharmacovigilance, clinical safety and data privacy. Without limiting the foregoing, following the Effective Date, (i) Biosion shall transfer a copy of the safety database maintained by Biosion as of the Effective Date to Company (or its Affiliate) and thereafter Company will establish a global safety database for each Licensed Product Developed hereunder and, as between the Parties, shall own and maintain such global safety database for each such Licensed Product, and (ii) Company shall be responsible for reporting quality complaints, Adverse Events and safety data related to each Licensed Product to the relevant Regulatory Authority in the Company Territory and responding to any safety issues and all relevant requests of Regulatory Authorities relating to any Licensed Product in the Company Territory, in each case, in accordance with Law; provided that, upon Biosion’s request, the Parties (or their respective Affiliates or Sublicensees, as applicable) will negotiate in good faith and enter into a pharmacovigilance agreement related to Licensed Products in the Company Territory and the Excluded Territory, which will define the pharmacovigilance responsibilities of the Parties (or such Affiliate or Sublicensee, as applicable) and include safety data exchange procedures governing the exchange of information affecting the Licensed Products (including Adverse Events, serious Adverse Events and emerging safety issues) to enable each Party (or its Affiliate or Third Party

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sublicensee, as applicable) to comply with all Laws related to such Licensed Products in the Company Territory and the Excluded Territory, as applicable.

3.11Alliance Managers(a). Within [***] days following the Effective Date, each Party shall appoint an individual who shall serve as the primary point of contact between the Parties with regard to questions relating to this Agreement or the overall business relationship and related matters between the Parties (each, an “Alliance Manager”). During the Term, each Party may replace its Alliance Manager at any time upon written notice to the other Party.

Article 4

Financials

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achievement by or on behalf of Company or any of its Affiliates or Sublicensees of the corresponding milestone event (each, “Regulatory Milestone Event”) with respect to the first Licensed Product to achieve such Regulatory Milestone Event, in each case, subject to and in accordance with this Section 4.5:

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With respect to each Regulatory Milestone Event set forth above, a Regulatory Milestone Payment shall be paid one-time only for the first Licensed Product to achieve such Regulatory Milestone Event, regardless of the number of Licensed Products that achieve the corresponding Regulatory Milestone Event or the number of times a given Licensed Product achieves such corresponding Regulatory Milestone Event; provided, however, that, solely with respect to [***]. Within [***] days following the achievement of a given Regulatory Milestone Event by Company or any of its Affiliates or Sublicensees, as applicable, Company shall deliver notice thereof to Biosion, together with payment of the corresponding Regulatory Milestone Payment.

For the avoidance of doubt, for purposes of [***].

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With respect to each Sales Milestone Event set forth above, a Sales Milestone Payment shall be paid upon the first achievement of the corresponding Sales Milestone Event, regardless of the number of times a given Sales Milestone Event is achieved. Company shall notify Biosion in connection with the Royalty Report delivered pursuant to Section 4.7(c) for the applicable Calendar Quarter during which a given Sales Milestone Event is first achieved by a Selling Party, and Company shall make payment of the corresponding Sales Milestone Payment together with such Royalty Report.

(a)In partial consideration of Biosion’s grant of the rights and licenses to Company hereunder, on a Licensed Product-by-Licensed Product and country-by-country basis, during the applicable Royalty Term for each Licensed Product in the Company Territory, Company will pay Biosion royalties based on the aggregate annual Net Sales of such Licensed Product sold by or on behalf of any Selling Party in the Company Territory during a Calendar Year at the rates set forth in the table below, in each case, subject to and in accordance with this Section 4.7:

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(b)For clarity, following the expiration of the applicable Royalty Term for a given Licensed Product in a given country, no royalties shall be due and payable with respect to such Licensed Product in such country.

(c)Within [***] days following the end of each Calendar Quarter during which royalties become payable pursuant to this Section 4.7, Company shall deliver to Biosion with respect to all Licensed Products for such Calendar Quarter, a report (each, a “Royalty Report”) summarizing, on a Licensed Product-by-Licensed Product basis (where applicable), the total amount of applicable royalty payments, if any, due and payable to Biosion with respect to each such Licensed Product for such Calendar Quarter, including on a Licensed Product-by-Licensed Product and country-by-country basis, details regarding the calculation of any royalties due and payable to Biosion pursuant to this Section 4.7 with respect to each such Licensed Product, including [***]. Each Royalty Report shall be deemed Confidential Information of Company subject to the obligations of Article 6 of this Agreement. Company shall make payment of the royalties included in the Royalty Report together with the delivery of such Royalty Report.

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(d)Subject to Section 4.7(g), on a Licensed Product-by-Licensed Product and country-by-country basis, if at any point during the applicable Royalty Term for a given Licensed Product in a given country in the Company Territory, such Licensed Product is not Covered by a Valid Claim of any Biosion Patent exclusively licensed to Company under Section 2.1 in such country, then, the applicable royalty rates set forth in Section 4.7(a) shall be reduced by [***] for such Licensed Product in such country for so long as such Licensed Product is not Covered by a Valid Claim of a Biosion Patent in such country.

(e)Subject to Section 4.7(g), if a Selling Party enters into a Third Party Agreement in accordance with Section 5.5, Company will be entitled to deduct from royalties payable hereunder in any Calendar Quarter [***] of all amounts actually paid by such Selling Party to the applicable Third Party pursuant to such Third Party Agreement, in each case, solely to the extent that such payment amounts are [***] (such payment amounts, “Third Party Payments”); provided that, [***]. Any deductible Third Party Payments which accrue in a Calendar Quarter and which are not deducted in such Calendar Quarter as a result of Section 4.7(g) may be carried forward and deducted from any royalties due in subsequent Calendar Quarters pursuant to this Section 4.7 (but, for clarity, subject to Section 4.7(g)).

(f)Subject to Section 4.7(g), on a Licensed Product-by-Licensed Product and country-by-country basis, in the event that, during the applicable Royalty Term for a given Licensed Product in a given country in the Company Territory, (i) one or more Biosimilar Products are marketed and sold with respect to such Licensed Product by any Third Party in such country and (ii) such Biosimilar Product(s) have an aggregate market share of greater than [***] in such country for a period of [***] during such Royalty Term, then, the applicable royalty rates set forth in Section 4.7(a) shall be reduced by [***] for such Licensed Product in such country for so long as such Biosimilar Product(s) continue to maintain an aggregate market share of greater than [***] in such country; provided that, for clarity, if at any point during the remainder of the applicable Royalty Term for such Licensed Product in such country, Biosimilar Product(s) cease to have an aggregate market share of greater than [***] in such country, then, the reduction set forth in this Section 4.7(f) shall cease to apply with respect to such Licensed Product in such country for such period; provided further that the reduction under this clause (f) shall apply again in the event that the conditions of this clause (f) are met again in such country. For purposes of this Section 4.7(f), market share shall be determined based on the aggregate market in such country of such Licensed Product and all Biosimilar Product(s) sold during a given Calendar Quarter, based on the number of units of such Licensed Product and such Biosimilar Product(s) in the aggregate sold in such country during such Calendar Quarter, as reported by a well-known reporting service agreed between the Parties acting reasonably (e.g., IQVIA).

(g)Notwithstanding the foregoing, under no circumstances shall the reductions or deductions under Section 4.7(d), Section 4.7(e) and Section 4.7(f) (in the aggregate) result in the royalties due and payable to Biosion with respect to a given Licensed Product in a given country in the Company Territory for any given Calendar Quarter during the applicable Royalty Term for such Licensed Product being reduced to less than [***] of the amount that otherwise would have been due and payable to Biosion for such Calendar Quarter with respect to Net Sales of such Licensed Product in such country in accordance with Section 4.7(a).

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Sublicensee (or any of its Affiliates) and its further Sublicensees, in each case, subject to and in accordance with this Section 4.8.

(a)With respect to any Sublicense Income in connection with the Development or Commercialization of any BSI-045B Product, Company will pay to Biosion an amount equal to the percentage of such Sublicense Income based on the date on which such Sublicense Agreement was first entered into, as set forth below:

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For clarity, no Sublicense Income with be due and payable in connection with the Development or Commercialization of any BSI-045B Product under any Sublicense Agreement that is first entered into following [***].

(b)With respect to any Sublicense Income in connection with the Development or Commercialization of any BSI-502 Product under a Sublicense Agreement that was first entered into at any time [***], Company will pay Biosion an amount equal to [***] of such Sublicense Income; provided that, for clarity, no Sublicense Income with be due and payable in connection with the Development or Commercialization of any BSI-502 Product under any Sublicense Agreement that is first entered into following [***].

(c)Within [***] days following the end of each Calendar Quarter during which by Company (or any of its Affiliates) has received Sublicense Income, Company shall deliver to Biosion, together with the applicable payment amount with respect to such Sublicense Income for such Calendar Quarter, a notice detailing the Sublicense Income received and the calculation of the applicable portion of such Sublicense Income due and payable to Biosion pursuant to this Section 4.8, which notice and payment may be provided in connection with a Royalty Report delivered pursuant to Section 4.7(c).

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to Biosion hereunder. Unless as otherwise expressly provided hereunder, all amounts due and payable to Biosion under in this Agreement shall be paid within [***] days following Company’s receipt of an invoice for such amount.

(a)Company shall, and shall cause its Affiliates and require its Sublicensees to, keep complete and accurate records in accordance with its record retention policies applicable to such books and records, but in any event for a period of at least [***] years after the end of the Calendar Year in which any royalties becomes payable (or such longer period as required under the applicable Accounting Standard or Law), in sufficient detail to confirm the accuracy of the calculations hereunder and in accordance with the applicable Accounting Standard that is normally applied by such Party with respect to the filing of its reporting.

(b)During the Term and for [***] years thereafter, and not more than [***] in each Calendar Year, Company shall permit, and shall cause its Affiliates and require its Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by Biosion, and reasonably acceptable to Company or such Affiliate or Sublicensee, to have access to and to review, during normal business hours upon not less than [***] days’ prior notice, the applicable records of Company and its Affiliates and Sublicensees to verify the accuracy of the Royalty Reports, statements of Sales Milestone Events or Sublicense Income or any other payments under this Article 4. Such review may cover the records for sales made in any Calendar Year ending not more than [***] years prior to the date of such notice (provided that any such Calendar Year may only be subject to audit [***], unless for cause). The accounting firm shall disclose to Biosion and Company only whether the Royalty Reports or statements of Sales Milestone Events or Sublicense Income are correct or incorrect and the amount of any discrepancies. No other information shall be provided to Biosion.

(c)If such accounting firm concludes that additional amounts were owed during such period, and Company agrees with such calculation, Company shall pay the additional undisputed amount within [***] days after the date Biosion delivers to Company such accounting firm’s written report. If such accounting firm concludes that an overpayment was made, such overpayment shall be fully creditable against amounts payable in subsequent payment periods (or reimbursed to the extent there are no subsequent payment periods). If Company disagrees with such calculation, Biosion and Company shall work together reasonably and in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such Dispute within [***] days,

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then, notwithstanding Article 10, the Dispute shall be submitted for resolution to a certified public accounting firm jointly selected by the Parties to conduct a review, and if such firm concurs that any additional amounts were owed by Company during such period, Company shall make the required payment within [***] days after the date Company receives the report of its accounting firm. Biosion shall pay for the cost of any such audit, unless Company has underpaid Biosion by the greater of: (i) [***] and (ii) [***] or more for the applicable audited period.

(d)Each Party shall treat all information that it receives under this Section 4.13 in accordance with the confidentiality provisions of Article 6 of this Agreement, and shall cause its accounting firm to enter into an acceptable, reasonable confidentiality agreement with the other Party obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement, except to the extent necessary for such Party to enforce its rights under this Agreement.

(a)Subject to Section 4.14(c), if Law requires that Taxes be deducted and withheld from payments paid under this Agreement, the paying Party shall (i) pay such Taxes to the proper Governmental Body; (ii) deduct the amount paid from the amount due to the other Party for such payment or any future payment and send evidence of the obligation together with proof of Tax payment to the other Party within [***] days following such payment and (iii) remit such payments to the other Party after deducting any such Taxes.

(b)All amounts payable under or in connection with this Agreement are exclusive of VAT and Indirect Taxes. Each Party will provide the other Party with notice if it becomes aware of or reasonably anticipates that any VAT and Indirect Taxes will be payable on any payments to be made to it under this Agreement. Any VAT and Indirect Taxes payable on the consideration paid hereunder (including, if the paying Party is Company, any Regulatory Milestone Payment, Sales Milestone Payment or royalties) shall be paid by the paying Party at the same time as the payment or provision of such consideration to which it relates subject to the production of a VAT valid invoice. Each Party agrees that it shall provide to the other Party any information and copies of any documents within its control to the extent reasonably requested by the other Party for the purposes of (i) determining the amount of VAT and Indirect Taxes chargeable under this Agreement, (ii) establishing the “place of supply for VAT” purposes, or (iii) complying with its VAT and Indirect Taxes reporting or accounting obligations.

(c)The Parties intend that the license from Biosion to Company under Section 2.1 be treated for U.S. federal income Tax purposes as [***] of the Biosion Licensed Technology and that the upfront consideration, equity consideration, and consideration for the Biosion Materials and Existing Inventory from Company to Biosion under Sections 4.1, 4.2 and 4.4, respectively, be treated for U.S. federal income Tax purposes as [***]. The Parties shall file all applicable tax returns (including information returns) in a manner consistent with such intended [***] treatment and shall, subject to applicable Law, reasonably cooperate in contesting any contrary assertion by a tax authority, including any assertion that the upfront consideration, equity consideration and consideration for the Biosion Materials and Existing Inventory from Company to Biosion under Sections 4.1, 4.2 and 4.4, respectively, are [***].

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Article 5

Intellectual Property

(a)Subject to the remainder of this Section 5.2, Company shall have the first right, but not the obligation, at its own cost and expense, to control the preparation, filing, prosecution (including any interferences, oppositions, inter partes review or other post-grant proceedings, reissue reexaminations, revocations or nullifications) and maintenance of the Biosion Patents in the Company Territory. Company shall keep Biosion reasonably informed of the status of the preparation, filing, prosecution and maintenance of such Biosion Patents (e.g., interferences, oppositions, inter partes review or other post-grant proceedings reexaminations, reissues, revocations or nullifications) in a timely manner, including by providing Biosion (i) copies of any material communications or correspondence received from relevant patent authorities, (ii) a reasonable opportunity to review and comment on any proposed filing or material correspondence with any patent authority to the extent related to any such Biosion Patent at least [***] days prior to the anticipated filing or submission date thereof, and Company shall consider any of Biosion’s reasonable comments with respect thereto in good faith, and (iii) copies of all final filings and responses made to any patent authority with respect to any Biosion Patent in a timely manner following submission thereof.

(b)Subject to Section 5.2(c), if Company elects not to file or to continue to prosecute or maintain any such Biosion Patent in any country of the applicable Company Territory pursuant to Section 5.2(a), then, Company shall notify Biosion promptly after making such election (but, in any event, at least [***] days before any deadline applicable to the filing, prosecution or maintenance of such Biosion Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Biosion Patent in such country). In such case, Biosion shall have the right, but not the obligation, to pursue the filing, prosecution or maintenance of such Biosion Patent in such country, at its own cost and expense. If Biosion elects to continue prosecution or maintenance of any such Biosion Patent pursuant to this Section 5.2(b), then, Company shall promptly deliver to Biosion all prosecution files associated with such Patent in such country and use reasonable efforts to make its employees, agents and consultants reasonably available to Biosion, at no additional cost, to the extent necessary to enable Biosion to continue prosecution or maintenance of any such Biosion Patent in such country.

(c)With respect to any Biosion Patent, Company shall have sole and final decision making authority with respect to (i) filing for any patent term extension pursuant to 35 U.S.C. §154-156 or, as applicable, any foreign equivalent patent term extension or supplemental protection certificates

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on any such Biosion Patent in the Company Territory; provided that Company shall keep Biosion reasonably informed of the status of any such patent term extension or supplemental protection certificate (including any decision with respect thereto) with respect to any such Biosion Patents in a timely manner, including giving Biosion a reasonable opportunity to comment on any such filing and decisions regarding such patent term extension or supplemental protection certificate and considering in good faith any reasonable comments provided by Biosion with respect thereto, or (ii) the determination, as a reference product sponsor, of whether or not to privately exchange any such Biosion Patent with respect to such Licensed Product with a biosimilar applicant, and take other steps, pursuant to the requirements of the BPCIA.

(d)Except as otherwise agreed by the Parties, the Party controlling the preparation, filing, prosecution and maintenance of a given Biosion Patent pursuant to this Section 5.2 shall be responsible for all costs and expenses (including any attorney fees) incurred in connection therewith.

(a)If either Party or any of its Affiliates or Sublicensees (i) believes that an infringement, unauthorized use, or misappropriation of any Biosion Licensed Technology is occurring or is likely, in each case, solely to the extent such infringement, unauthorized use or misappropriation would infringe upon or diminish either Party’s rights with respect to any Licensed Product or (ii) becomes aware of any Third Party claiming ownership of any Biosion Licensed Technology or claiming that any such Biosion Licensed Technology is invalid or unenforceable as a defense or counterclaim to a claim of infringement, unauthorized use or misappropriation, as applicable (any such activity or claims by a Third Party, a “Third Party Infringement”), such Party shall notify the other Party and provide it with details of such infringement, unauthorized use or misappropriation or claim that are known by such Party and its Affiliates.

(b)Company shall have the first right, at its own cost and expense, but not the obligation, to attempt to resolve any Third Party Infringement in the Company Territory with respect to any Biosion Licensed Technology, including by filing an infringement suit, defending against such claim or taking other similar action (each, an “Enforcement Action”) and, subject to Section 5.3(f), to compromise or settle any such infringement or claim.

(c)Subject to Section 5.2(c), if Company does not intend to prosecute, defend or otherwise attempt to settle an Enforcement Action with respect to any such Biosion Licensed Technology pursuant to Section 5.3(b), Company shall, within [***] days of having received or sent notice pursuant to Section 5.3(a), inform Biosion thereof and Biosion shall have the right, but not the obligation, to attempt to resolve such Third Party Infringement solely with respect to such Biosion Licensed Technology as the Party controlling such Enforcement Action, but subject to the prior written consent of Company (such consent not to be unreasonably withheld, conditioned or delayed).

(d)The Party bringing an Enforcement Action shall have the sole and exclusive right to select counsel for such Enforcement Action. Each Party shall have the right to join an Enforcement Action (including the right to be represented by independent counsel of its own choice) initiated pursuant to Section 5.3(b) or Section 5.3(c), as applicable, in each case, at its own expense (except any required joinder pursuant to Section 5.3(e)).

(e)The Party controlling the Enforcement Action under this Section 5.3 (i) shall keep the other Party promptly informed with respect to such Enforcement Action, (ii) shall, acting reasonably and in good faith, consult with, and give reasonable consideration to, any comments made by the other

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Party related to such Enforcement Action, and (iii) shall provide the other Party with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such Enforcement Action. Upon the request of the controlling Party, the other Party shall provide reasonable assistance to the controlling Party, including providing access to relevant documents and other evidence, making its employees available, and, solely to the extent that such other Party is a necessary or indispensable plaintiff party for such Enforcement Action (or such joinder is required under Law in order to enable such enforcing Party to pursue such Enforcement Action), joining such Enforcement Action or taking such other actions as are necessary for standing with respect to such Enforcement Action (including the right to be represented by independent counsel of its own choice), in each case, subject to the controlling Party’s reimbursement of any reasonable out-of-pocket expenses (including reasonable attorney fees) incurred on an on-going basis by the non-controlling Party in providing such assistance. The Parties shall, acting reasonably and in good faith, cooperate to ensure that each Person that participates in, or receives any information about, any Enforcement Action in accordance with this Section 5.3(e) shall use reasonable efforts to protect all applicable Confidential Information and preserve all applicable attorney-client privilege and work product protections.

(f)Notwithstanding anything to the contrary set forth herein, (i) Company shall not settle or otherwise compromise any Enforcement Action by admitting that any Biosion Patent is invalid or unenforceable, whether in whole or in part, or in a way that adversely affects or would be reasonably expected to materially adversely affect the validity or enforceability of any such Biosion Patent, in each case, without Biosion’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) Biosion shall not settle or otherwise compromise any Enforcement Action by admitting that any Biosion Patent is invalid or unenforceable, whether in whole or in part, or in a way that adversely affects or would be reasonably expected to materially adversely affect the validity or enforceability of any such Biosion Patent, in each case, without Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), and (iii) neither Party shall settle or otherwise compromise any Enforcement Action in a way that adversely affects or would be reasonably expected to materially adversely affect the rights or benefits of the other Party hereunder or that otherwise imposes any costs or liability on, or involves any admission by, the other Party, in each case, without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed).

(g)Subject to the respective indemnity obligations of the Parties set forth in Article 8, the Party taking an Enforcement Action under this Section 5.3 shall pay all costs associated with such Enforcement Action, other than the expenses of the other Party if the other Party elects to join such Enforcement Action as provided in Section 5.3(d) (but, for clarity, not any required joinder pursuant to Section 5.3(e)). Any amounts recovered by the Party taking an Enforcement Action pursuant to this Section 5.3, whether by settlement or judgment, shall be allocated in the following order: [***]; provided any such remaining amount that is attributable to loss of sales or profits with respect to any Licensed Product (whether by judgment or otherwise) shall be treated as “Net Sales” in the Calendar Quarter in which the money is actually received, including for purposes of determining any royalties, Sale Milestone Payments or Sublicense Income payable by Company to Biosion with respect thereto pursuant to Article 4, as applicable.

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(a)If either Party or any of its Affiliates becomes aware of any Third Party Action with respect to a Licensed Product in the Company Territory, such Party shall promptly notify the other Party of all details regarding such claim or action that is reasonably available to such Party or such Affiliate.

(b)Company shall have the first right, at its sole cost and expense, but not the obligation, to defend against any Third Party Action with respect to a Licensed Product in the Field in the Company Territory and, subject to Section 5.4(f), to settle or otherwise compromise such Third Party Action. If Company declines or fails to assert its intention to defend such Third Party Action with respect to Biosion Licensed Technology within [***] days after sending (in the event that Company is the notifying Party) or receiving (in the event that Biosion is the notifying Party) notice under Section 5.4(a), then, Biosion shall have the right, but not the obligation, to assume control of the defense against such Third Party Action solely with respect to Biosion Licensed Technology. The Party defending such Third Party Action shall have the sole and exclusive right to select counsel for such Third Party Action.

(c)The Party defending a Third Party Action (the “Defending Party”) pursuant to Section 5.4(b) shall consult with the non-Defending Party on all material aspects of the defense. The non-Defending Party, at its own cost and expense, shall have a reasonable opportunity for meaningful participation in decision-making and formulation of defense strategy and the Defending Party shall, acting reasonably and in good faith, consider the non-Defending Party’s comments. The Parties shall reasonably cooperate with each other in all such Third Party Actions.

(d)The non-Defending Party will be entitled to be represented by independent counsel of its own choice at its own expense.

(e)Subject to the respective indemnity obligations of the Parties set forth in Article 8, the Defending Party shall pay all costs incurred by the Parties associated with such Third Party Action other than the expenses of the non-Defending Party if the non-Defending Party elects to join such Third Party Action pursuant to Section 5.4(d).

(f)Consent for Certain Settlements and other Compromises of Third Party Actions.

(i)Biosion shall not settle or otherwise compromise any Third Party Action (A) by admitting that any Biosion Patent is invalid or unenforceable, whether in whole or in part, (B) in a manner that adversely affects or would be reasonably expected to materially adversely affect any rights or benefits of Company or its Affiliates, or (C) in a way that imposes any costs or liability on, or involves any admission by, Company or its Affiliates, in each case ((A), (B) or (C)), without Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed).

(ii)Company shall not settle or otherwise compromise any Third Party Action (A) by admitting that any Biosion Patent is invalid or unenforceable, whether in whole or in part, (B) in a manner that adversely affects or would be reasonably expected to materially adversely affect any rights or benefits of Biosion or its Affiliates, or (C) in a way that imposes any costs or liability on, or involves any admission by, Biosion or its Affiliates, in each case ((A), (B) or (C)), without Biosion’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed).

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Company (or any of its Affiliates or Sublicensees) obtains a license, sublicense, covenant not to sue or other rights under any Patents, Know-How or other intellectual property rights owned or otherwise Controlled by such Third Party (or any of its Affiliates) that are necessary or reasonably useful for the Development, Manufacture or Commercialization of any Licensed Product in the Company Territory. Notwithstanding the foregoing, solely with respect to any such agreement or other arrangement entered into between Company (or any of its Affiliates or Sublicensees) and a Third Party during the Term pursuant to which Company (or any of its Affiliates or Sublicensees) (a) [***] (each such Patent, “Necessary Third Party IP”); and (b) may incur any upfront payment, royalties, milestones or other payment obligations to any Third Party with respect to such Licensed Product in the Company Territory (each such agreement or other arrangement, a “Third Party Agreement”), promptly following the execution of any such Third Party Agreement, Company shall provide notice to Biosion, together with a copy of such Third Party Agreement (provided that Company shall have the right to reasonably redact any unrelated technical or business information from such copy, so long as such redaction does not adversely affect the ability of Biosion to understand the financial terms relevant to any such potential Third Party Payments that may become due and payable thereunder and the relevant Necessary Third Party IP owned or otherwise controlled by such Third Party for which Company (or its Affiliate or Sublicensee) obtains a license, sublicense, covenant not to sue or other rights thereunder).

Article 6

Confidentiality

(a)is or becomes generally available to the public or otherwise enters the public domain through no breach of this Agreement on the part of the Receiving Party or its Representatives;

(b)is already known by or in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, without any obligation of confidentiality with respect to such information;

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(c)is independently developed by the Receiving Party outside of this Agreement without use of or reference to the Disclosing Party’s Confidential Information; or

(d)is subsequently lawfully received by the Receiving Party from a Third Party who is rightfully in possession of such information and not bound by any obligation of confidentiality to the Disclosing Party with respect to such information.

The Receiving Party shall be responsible for any disclosure or use of the Confidential Information in breach of its obligations hereunder by such Representatives. The Receiving Party shall protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times shall use at least reasonable care. Each Party shall: (i) implement and maintain appropriate security measures to prevent unauthorized access, disclosure or use of the other Party’s Confidential Information; (ii) promptly notify the other Party of any unauthorized access or disclosure of such other Party’s Confidential Information of which it becomes aware; and (iii) cooperate with such other Party in the investigation and remediation of any such unauthorized access or disclosure.

(a)made in response to a valid order of a court or other Governmental Body or, if in the reasonable opinion of the Receiving Party’s legal counsel (including internal counsel), such disclosure is otherwise required by Law (other than as set forth in Section 6.2(b)); provided that (i) the Receiving Party shall, to the extent practicable and consistent with Law, first have given notice thereof to the Disclosing Party as far in advance as reasonably practicable and given the Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment and (ii) the Confidential Information disclosed in response to such order of a Governmental Body or Law shall be limited to that information which is legally required to be disclosed in response to such order or pursuant to such Law, as applicable;

(b)made by reason of filing with securities regulators (including the U.S. Securities and Exchange Commission) or any securities exchange on which securities issued by the Receiving Party or any of the Receiving Party’s Affiliate are traded to the extent such disclosure is required by Law (in the reasonable opinion of the Receiving Party’s legal counsel (including internal counsel)); provided that such Receiving Party shall (i) submit the proposed disclosure to the Disclosing Party in advance of such disclosure so as to provide a reasonable opportunity to comment thereon and (ii) consider the Disclosing Party’s comments in good faith;

(c)(i) reasonably required in connection with the prosecution and maintenance of a Biosion Patent in accordance with this Agreement or (ii) made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval for a Licensed Product in accordance with this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Law; or

(d)made by the Receiving Party to its attorneys, auditors, advisors, consultants, contractors, or existing or prospective collaboration partners, licensees, sublicensees, investors, acquirers, lenders or financing sources, in each case, as may be necessary in connection with the performance of obligations, or exercise of rights, under this Agreement or as required under the terms of

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agreements with Third Parties, in each case, for the limited purpose of such collaboration, license, sublicense, financing or acquisition activities; provided that any such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information no less restrictive than the obligations of confidentiality and non-use of the Receiving Party set forth in this Article 6 (provided, however, that, with respect to disclosures of the executed version of this Agreement (or any portion thereof) to any such existing or prospective collaboration partners, licensees, sublicensees, investors, acquirers, lenders or financing sources, the period of such obligations of confidentiality and non-use may be commercially reasonable (but, in any event, no less than [***] years)).

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under this Section 6.5 using accepted standards used in peer-reviewed, academic journals at the time of the publication or presentation, and any such publication or presentation made by Company (or any of its Affiliates or Sublicensees) under this Section 6.5 shall contain appropriate acknowledgements of the contribution of Biosion to the Development activities that are the subject of such publication or presentation, in accordance with generally accepted academic practices. Once any such publication is accepted for publication, the publishing Party shall provide the other Party with a copy of the final version of such publication.

Article 7

Representations and Warranties

(a)such Party is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization;

(b)such Party has taken all action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement;

(c)this Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, except as enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles;

(d)the execution, delivery and performance of this Agreement by such Party does not (i) conflict with, breach or create in any Third Party the right to accelerate, terminate or modify any agreement or instrument to which such Party is a party or by which such Party is bound, (ii) violate any Law of any Governmental Body having authority over such Party or any order, writ, judgment, injunction, decree, determination, or award of any court or other Governmental Body presently in effect applicable to such Party, or (iii) violate such Party’s charter documents, bylaws or other organizational documents;

(e)such Party has all right, power and authority to enter into this Agreement and to perform its obligations under this Agreement, and it has the right to grant to the other the rights, licenses and sublicenses granted pursuant to this Agreement;

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(f)there is no pending Proceeding that has been commenced against such Party that challenges, or would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby; and

(g)except for (i) any Regulatory Approvals necessary for the Development, Manufacture or Commercialization of Licensed Products hereunder or (ii) any required filing with the U.S. Securities and Exchange Commission or equivalent filings with regard to this transaction in other countries, no authorization, consent, approval, exemption of or filing or registration by any Third Party or Governmental Body is required with respect to the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated hereby.

(a) neither Company nor its Affiliates are subject to any contract, court order or other legal obligation that would limit or restrict in any material respect its ability to perform its obligations under this Agreement or to otherwise Develop, Manufacture or Commercialize any Licensed Product as contemplated under this Agreement;

(b)Company (or its Affiliates) has sufficient funds currently available, or has reasonable means of obtaining sufficient funds necessary to fulfill its payment obligations under Article 4 and to Develop and Commercialize the Licensed Products as contemplated under this Agreement;

(c)subject to relying on the representations and warranties of Biosion as set forth in this Agreement, Company and its Affiliates have made its own inquiry and investigation into, and based thereon, and the terms and conditions of this Agreement, has formed an independent judgment concerning the Biosion Licensed Technology, the Licensed Antibodies and the Licensed Products; and

(d)Company and its Affiliates acknowledge and agree that (i) except as otherwise expressly set forth in Section 7.1 or Section 7.3, neither Biosion nor any of its Affiliates (nor any of its or their respective Representatives) are making any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to any of the Biosion Licensed Technology, any Licensed Antibody, any Licensed Product or this Agreement, including with respect to the use of the Biosion Licensed Technology by or on behalf of Company, its Affiliates or any Sublicensee, the probable success or profitability of the Biosion Licensed Technology, any Licensed Antibody or any Licensed Product, or the merchantability or fitness of the Biosion Licensed Technology, any Licensed Antibody or any Licensed Product for any particular purpose, as applicable, (ii) except for the representations and warranties expressly set forth in Section 7.1 or Section 7.3, neither Company nor any of its Affiliates or Sublicensees have relied upon any other representations or warranties made by or on behalf of Biosion or any of its Affiliates (or any of its or their respective Representatives), and (iii) neither Biosion nor any of its Affiliates (nor any of its or their respective Representatives) have any liability or responsibility for any such other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to Company or any of its Affiliates or Sublicensees (or any of its or their respective Representatives).

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(a)Biosion owns or otherwise Controls all right, title and interest in and to the Biosion Licensed Technology and the Biosion Licensed Technology is free and clear of any liens, charges, encumbrances, in each case, in the Field in the Company Territory;

(b)all Existing Biosion Patents are set forth on Schedule 1.19 and (i) the issued Patents included in the Existing Biosion Patents are subsisting and in good standing; (ii) all Existing Biosion Patents have been filed and maintained properly and correctly, and all applicable filing or maintenance fees with respect to such Existing Biosion Patents have been paid on or before the due date for payment; (iii) the pending applications included in the Existing Biosion Patents are being diligently prosecuted in the respective patent offices in accordance with Law; and (iv) to the Knowledge of Biosion, all inventors of the Existing Biosion Patents are correctly identified;

(c)Biosion has obtained, or caused its Affiliates, as applicable, to obtain, written assignments from the named inventors of all inventorship rights to all Existing Biosion Patents in favor of Biosion and, to its Knowledge, all such assignments are valid and enforceable;

(d)the Existing Biosion Patents represent all Patents that Biosion or its Affiliates own or otherwise has rights under, as of the Effective Date, that are necessary to (i) Develop or Manufacture the Existing BSI-045B Antibody, the Existing BSI-502 Antibody, the Existing BSI-045B Product or the Existing BSI-502 Product, or (ii) Commercialize the Existing BSI-045B Product or the Existing BSI-502 Product;

(e)the Existing Biosion Patents set forth on Schedule 1.19 are not the subject of any pending litigation procedure, discovery process, inter partes review, post-grant reviews, interference, reissue, reexamination, opposition, appeal proceedings or any other legal dispute or Proceeding, and, to its Knowledge, no such disputes or Proceedings have been threatened against Biosion by any Third Party with respect to any such Existing Biosion Patent;

(f)Biosion has not previously licensed, assigned, transferred or otherwise conveyed any right, title, option or interest in and to the Biosion Licensed Technology to any Third Party in the Company Territory in a manner that would conflict with the rights and licenses granted to Company under this Agreement;

(g)no claims have been asserted in writing or, to its Knowledge, threatened, against Biosion by any Third Party: (i) challenging the scope, validity, enforceability, inventorship or ownership of any Existing Biosion Patent; or (ii) alleging that the Development, Manufacture or Commercialization of the Existing BSI-045B Product or the Existing BSI-502 Product infringes or misappropriates, or will infringe or misappropriate, any Patent or other intellectual property or proprietary rights of any Third Party;

(h)except with respect to any CTTQ Patents, to its Knowledge, the Development, Manufacture or Commercialization of the Existing BSI-045B Product or the Existing BSI-502 Product as currently contemplated as of the Effective Date under this Agreement does not infringe or misappropriate, or will not infringe or misappropriate, any Patent or other intellectual property rights of any Third Party;

(i)the inventions claimed by the Existing Biosion Patents with respect to any of the Existing BSI-045B Antibody, the Existing BSI-502 Antibody, the Existing BSI-045B Product or the Existing BSI-502 Product were not conceived, reduced to practice, discovered, developed or otherwise made in connection with any research activities funded, in whole or in part, by any grants, funds, and other money received from any Governmental Body, and no Governmental Body or

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academic institution has any right to, ownership of (including any “step-in” or “march-in” rights with respect to), or right to royalties for, or to impose any restriction on the assignment, transfer, grant of licenses or other disposal of the Existing Biosion Patents;

(j)except pursuant to the CTTQ Agreements, neither Biosion nor any of its Affiliates has previously entered into any definitive agreement, whether in writing or otherwise, that granted any Third Party any rights of reference under or access to the Regulatory Documents existing as of the Effective Date for the Existing BSI-045B Product or the Existing BSI-502 Product in the Company Territory (“Existing Regulatory Material”);

(k)Biosion and its Affiliates have generated, prepared, maintained and retained all Existing Regulatory Material that is required to be maintained or retained pursuant to, and in all material aspects in accordance with, Law;

(l)the Existing Inventory was manufactured in accordance with all applicable Law (including GMP) and is qualified for use in human clinical Development activities in the Company Territory;

(m)Biosion has provided Company true and correct copies of the CTTQ Agreements and (i) as of the Effective Date, both Biosion and, to Biosion’s Knowledge, CTTQ, have complied with all of their respective obligations under the CTTQ Agreements in all material respects, and (ii) neither Biosion nor, to Biosion’s Knowledge, CTTQ, is in breach of the CTTQ Agreements in any material respect as of the Effective Date;

(n)Biosion and its Affiliates have conducted (and, to its Knowledge, their respective subcontractors have conducted) all Development of the Existing BSI-045B Antibody, the Existing BSI-502 Antibody, the Existing BSI-045B Product and the Existing BSI-502 Product, including any and all pre-clinical studies and Clinical Trials conducted by or on behalf of Biosion or any of its Affiliates related thereto, in all material aspects in accordance with Law; and

(o)neither Biosion nor any of its Affiliates (nor to its Knowledge, any of its or their respective subcontractors) has employed or otherwise used in any capacity, the services of any Person debarred under United States Law, including under 21 U.S.C. Section 335a or any foreign equivalent thereof, in connection with the Development or Manufacture of the Existing BSI-045B Product or the Existing BSI-502 Product.

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OR THAT ANY PARTICULAR SALES LEVEL WITH RESPECT TO ANY LICENSED PRODUCTS WILL BE ACHIEVED.

Article 8

Indemnification

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cooperation to include using reasonable efforts to provide or make available documents, information and witnesses. In any such Proceeding, the indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the indemnified Party, unless (i) the indemnifying Party will have agreed to the retention of such counsel and its obligation to pay the fees and expenses of such counsel, or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnified Party shall have no right to settle any such Third Party Claim without the prior written consent of the indemnifying Party.

(a)In the case where the indemnifying Party refrains (in its sole discretion) from defending any Third Party Claim and an indemnified Party recovers from Third Parties any amount in respect of a matter with respect to which an indemnifying Party has indemnified it pursuant to this Article 8, such indemnified Party shall promptly pay over to the indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of: (i) any amount previously so paid by the indemnifying Party to or on behalf of the indemnified Party in respect of such matter, and (ii) any amount expended by the indemnifying Party in pursuing or defending any Third Party Claim arising out of such matter.

(b)Each Party agrees to take all reasonable steps to mitigate their respective Losses upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

(a)Each Party will obtain and maintain in full force and effect, at its cost, reasonable insurance against liability and other risks associated with its activities contemplated by this Agreement, including its indemnification obligations herein, in such amounts and on such terms as are determined to be advisable by such Party based on advice from insurance professionals, for companies of similar size and with similar resources for the activities to be conducted by it under this Agreement taking into account the scope of the activities for which such is responsible hereunder.

(b)Each Party will furnish to the other Party certificates of insurance or other reasonable written evidence of such Party’s insurance coverage required under this Section 8.5 upon such other Party’s request. Each Party shall provide the other Party with at least [***] Business Days’ notice prior to cancelling, not renewing or materially adversely changing such insurance coverage.

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PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST REVENUES OR LOST PROFITS), WHETHER DIRECT OR INDIRECT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IN EACH CASE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY BREACH HEREOF, IRRESPECTIVE OF WHETHER SUCH PARTY OR ANY REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE OR WHETHER SUCH LOSS OR DAMAGE WAS REASONABLY FORESEEABLE.

Article 9

Term and Termination

(a)The term of this Agreement (the “Term”) shall commence on the Effective Date and, unless earlier terminated in accordance with Section 9.2, shall continue in full force and effect, on a country-by-country and Licensed Product-by-Licensed Product basis, until the date of expiration of the applicable Royalty Term with respect to a given Licensed Product in a given country, at which time this Agreement shall expire with respect to such Licensed Product in such country and the terms and conditions of Section 9.1(b) shall apply; provided that this Agreement shall expire in its entirety upon the expiration of the last to expire Royalty Term for the last remaining Licensed Product hereunder, as applicable.

(b)Upon the effective date of any expiration (but, for clarity, not the earlier termination) of this Agreement, (i) with respect to a given Licensed Product in a given country, (A) the licenses granted by Biosion to Company under this Agreement, including pursuant to Section 2.1, shall automatically convert to a fully-paid, royalty-free, perpetual, irrevocable, non-exclusive license solely with respect to such Licensed Product in such country and (B) this Agreement shall otherwise remain in full force and effect with respect to all other Licensed Products and all other countries in accordance with the terms herein, and (ii) with respect to this Agreement in its entirety, except as otherwise set forth in Section 9.4, all rights and licenses granted by each Party to the other Party hereunder shall immediately terminate, provided that all licenses granted by Biosion to Company pursuant to Section 2.1 shall automatically convert to fully-paid, royalty-free, perpetual, irrevocable, non-exclusive licenses with respect to all Licensed Products.

(a)Termination for Convenience by Company. At any time during the Term, Company may, at its convenience, (i) terminate this Agreement in its entirety upon not less than (A) [***] days’ prior written notice to Biosion, if such written notice is given [***] or (B) [***] days’ prior written notice to Biosion, if such written notice is given [***]; or (ii) terminate this Agreement on a Licensed Product-by-Licensed Product basis, with respect to a given Licensed Product in all Regions in the Company Territory, upon not less than (A) [***] days’ prior written notice to Biosion, if such written notice is given [***], or (B) [***] days’ prior written notice to Biosion, if such written notice is given [***].

(b)Termination for Material Breach.

(i)If a Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached this Agreement, then, such Non-Breaching Party may

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deliver notice of such material breach to the Breaching Party (a “Default Notice”). Following receipt of a Default Notice, if the Breaching Party does not dispute that it has committed such material breach of this Agreement and the Breaching Party fails to cure such material breach within (A) with respect to any [***] breach, [***] days following receipt of such Default Notice; or (B) with respect to any other material breach, [***] days following receipt of such Default Notice (provided that, in the event of a material breach (other than a [***] breach), if such cure cannot reasonably be achieved within such [***] day-period and the Breaching Party provides the Non-Breaching Party with a cure plan that is reasonably acceptable to the Non-Breaching Party and diligently executes such plan, then, such [***] day-period shall be automatically extended for an additional [***] days), then, the Non-Breaching Party shall have the right, but not the obligation, to terminate this Agreement in its entirety with immediate effect upon delivery of notice to the Breaching Party; provided, however, that, in the event of a material breach (other than a [***] breach) by Company, if such material breach (and the subsequent failure to cure) solely relates to (x) one (1) or more Licensed Product(s) but does not relate to any other Licensed Products, or (y) one (1) or more Region(s) but does not relate to any other Region, then, (1) Biosion shall not have the right to terminate this Agreement in its entirety, but shall have the right to terminate this Agreement solely with respect to the applicable Licensed Product(s) (together with the corresponding Licensed Antibody(ies) that are incorporated or contained in, or constituted, comprised or utilized by, such Licensed Product(s) only if all Licensed Products incorporating or containing, or constitutes, comprises or utilizes such Licensed Antibody are subject to termination) or the applicable Region(s) with respect to which such material breach relates, and (2) this Agreement shall remain in full force and effect with respect to all other Licensed Products (including the corresponding Licensed Antibody(ies) that are incorporated or contained in, or constituted, comprised or utilized by, such Licensed Product(s)) and all other Region(s), as the case may be.

(ii)Notwithstanding the foregoing, if the Breaching Party disputes, acting reasonably and in good faith, the existence, materiality or failure to cure of any such breach (other than any [***] breach) and provides notice to the Non-Breaching Party of such Dispute within the relevant cure period, then, the Non-Breaching Party will not have the right to terminate this Agreement in accordance with this Section 9.2(b) with respect to such alleged material breach unless and until the relevant Dispute has been resolved in accordance with the dispute resolution procedure set forth in Article 10. It is understood and acknowledged that during the pendency of such Dispute, all the terms and conditions of this Agreement will remain in effect and the Parties will continue to perform all of their respective obligations hereunder. If, as a result of the application of such dispute resolution procedures, the Breaching Party is finally determined to be in material breach of this Agreement and the Breaching Party fails to cure such material breach within [***] days following such final determination (or such longer period as established by the arbitrators in such final determination), then, the Non-Breaching Party shall have the right, but not the obligation, to terminate this Agreement in its entirety with immediate effect upon delivery of notice to the Breaching Party, subject to the proviso as set forth at the end of Section 9.2(b)(i), as applicable.

(c)Termination for Insolvency. If, at any time during the Term (i) a case is commenced by or against either Party under the Bankruptcy Code and, in the event of an involuntary case under the Bankruptcy Code, such case is not dismissed within [***] days after the commencement thereof, (ii) either Party files for or is subject to the institution of bankruptcy, dissolution, corporate reorganization, liquidation or receivership Proceedings (other than a case under the Bankruptcy Code), which Proceedings, if involuntary, shall not have been dismissed within [***] days after the commencement thereof, (iii) either Party assigns all or a substantial portion of its assets for the benefit of creditors or admits in writing its inability to generally meet its obligations as they fall due in the general course, (iv) a receiver or custodian is appointed for either Party’s business, or (v)

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a substantial portion of either Party’s business is subject to seizure, attachment or similar process and not released within [***] days thereafter, then, in any such case ((i), (ii), (iii), (iv) or (v), each, a “Bankruptcy Event”), the other Party may terminate this Agreement in its entirety effective immediately, to the extent permitted by Law, by delivery of notice to such Party.

(d)Termination for Patent Challenge. If Company or any of its Affiliates (a) commences or actively and voluntarily participates in a Patent Challenge; or (b) actively and voluntarily assists any other Third Party in bringing or prosecuting a Patent Challenge, then, to the extent permitted by Law, Biosion shall have the right to terminate this Agreement (in its entirety) upon [***] days’ notice to Company, unless Company and its Affiliates withdraw their participation in such Patent Challenge on or before the [***] day following the date of Biosion’s notice of such termination.

(a)Upon any termination (but, for clarity, not the expiration) of this Agreement, the terms and conditions of this Section 9.3 shall apply to the maximum extent permitted by Law; provided, however, that, if this Agreement is terminated (i) by Company pursuant to Section 9.2(a) or by Biosion pursuant to Section 9.2(b), solely with respect to one or more Licensed Product(s) (each, a “Terminated Product”) and, only if all Licensed Products incorporating or containing, or constituting, comprising or utilizing such Licensed Antibody are terminated, the corresponding Licensed Antibody that is incorporated or contained in, or constituted, comprised or utilized by, such Terminated Product (each, a “Terminated Antibody”), or (ii) by Biosion pursuant to Section 9.2(b), solely with respect to one or more Region(s) (each, a “Terminated Territory”), in each case ((i) or (ii)), but not in its entirety, then, the following effects of termination will apply only with respect to such Terminated Product(s) (together with the corresponding Terminated Antibod(ies), as applicable) or such Terminated Territor(ies), as applicable, and, from and after the effective date of such termination, each such Terminated Product shall cease to be a Licensed Product and such corresponding Terminated Antibody shall cease to be a Licensed Antibody in the applicable Terminated Territor(ies) under this Agreement; provided, further, that, if this Agreement is terminated in its entirety, then, all references herein to (A) Terminated Products shall include all Licensed Products, (B) Terminated Antibodies shall include all Licensed Antibodies and (C) Terminated Territory shall include all Regions in the Company Territory.

(b)Promptly following the effective date of such termination, the Parties will cooperate diligently, reasonably and in good faith to prepare a written termination and wind-down plan to govern the activities described in this Section 9.3 (“Termination and Wind-Down Plan”), including, upon the written request of Biosion (and subject to the remainder of this Section 9.3), to effectuate the timely reversion to Biosion of any Terminated Antibody or Terminated Product Developed, Manufactured or Commercialized by or on behalf of Company or any of its Affiliates or Sublicensees in the Terminated Territory prior to such effective date of termination; provided that such Termination and Wind-Down Plan (including any amendments thereto) shall be subject to the agreement of the Parties.

(c)Except as otherwise set forth in this Section 9.3 or the Termination and Wind-Down Plan, (i) all licenses and rights granted by Biosion to Company with respect to any Terminated Antibody and Terminated Product hereunder, including pursuant to Section 2.1, shall immediately terminate, and (ii) Company and its Affiliates (and any Sublicensees whose Sublicense Agreement does not otherwise remain in effect following termination of this Agreement pursuant to Section 9.3(j)) shall cease any and all Development, Manufacture and Commercialization of each Terminated Antibody and Terminated Product in the Terminated Territory.

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(d)Except as otherwise set forth in this Section 9.3 or the Termination and Wind-Down Plan, Company shall promptly destroy any remaining quantities of Terminated Products in Company’s (or its Affiliates’, Sublicensees’ (whose Sublicense Agreement does not otherwise remain in effect following termination of this Agreement pursuant to Section 9.3(j)) or subcontractors’) possession or control, including any Terminated Antibodies or other intermediates thereof (except to the extent such intermediates are usable for any other Licensed Product that is not a Terminated Product).

(e)In the event that this Agreement is terminated by Company pursuant to Section 9.2(a) or by Biosion pursuant to Section 9.2(b) or Section 9.2(d), then, in each case, upon Biosion’s request:

(i)Company shall, and hereby does, grant (on behalf of itself and its Affiliates) to Biosion and its Affiliates an exclusive (even as to Company and its Affiliates), perpetual, irrevocable, transferable, worldwide license, with the right to freely sublicense (including through multiple tiers), under any Patents, Know-How or other intellectual property owned or otherwise Controlled by Company (or any of its Affiliates) as of the effective date of such termination that is necessary to Develop or Manufacture any Terminated Antibodies or Terminated Products, or to Commercialize any Terminated Products, in each case, in the Terminated Territory and in the form that such Terminated Antibodies or Terminated Products exist as of the effective date of such termination; provided that, such license shall be subject to [***];

(ii)the Parties shall cooperate in good faith to effect the transfer to Biosion of any Clinical Trial data and results Developed by or on behalf of Company (or any of its Affiliates) with respect to any such Terminated Antibody or Terminated Product in the Terminated Territory that are included within the scope of the Know-How licensed to Biosion pursuant to this Section 9.3(e); and

(iii)the Parties shall negotiate in good faith the terms of a license agreement under which Company may grant to Biosion (or its Affiliate) any additional licenses under any Patents, Know-How or other intellectual property owned or otherwise Controlled by Company (or any of its Affiliates) that are not covered by the license granted pursuant to this Section 9.3(e) with respect to such Terminated Antibodies and Terminated Products in the Terminated Territory, including commercially reasonable financial terms with respect to any such additional license grants (it being understood that Company shall be under no obligation to enter into any such license).

(f)Upon Biosion’s written request, Company shall cooperate with Biosion and provide, at Biosion’s cost and expense (unless such termination is by Biosion under Section 9.2(b), in which case Company shall bear its own cost and expense), assistance reasonably requested in writing by Biosion (including as set forth in the Termination and Wind-Down Plan, as applicable) for the transfer to Biosion of (i) the responsibility for filing, prosecution and maintenance of any Biosion Patents in the Terminated Territory for which Company (or any of its Affiliates or Sublicensees) had controlled pursuant to Section 5.2, (ii) the conduct of any Enforcement Action being conducted by or on behalf of Company (or any of its Affiliates or Sublicensees) pursuant to Section 5.3 solely with respect to Biosion Licensed Technology in the Terminated Territory or (iii) the conduct of any Third Party Action being conducted by or on behalf of Company (or any of its Affiliates or Sublicensees) pursuant to Section 5.4 solely with respect to Biosion Licensed Technology in the Terminated Territory, as applicable.

(g)Upon the written request of Biosion, at Biosion’s cost and expense, Company shall use reasonable efforts to transfer to Biosion (or its designee), all Regulatory Documents and Regulatory Approvals transferred to Company hereunder or otherwise prepared or obtained by or on behalf of Company (or any of its Affiliates or Sublicensees) prior to the effective date of such termination

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with respect to any Terminated Antibody or Terminated Product in the Terminated Territory that Company is permitted to transfer, and Biosion shall assume full responsibility for such Regulatory Documents and Regulatory Approvals; provided that, to the extent any such Regulatory Documents or Regulatory Approvals cannot be assigned to Biosion, Company agrees to grant to Biosion and its Affiliates a non-exclusive, fully paid, royalty-free, irrevocable, perpetual, sublicensable, license and right of reference under Company’s interest in such Regulatory Documents and Regulatory Approvals (with the right to sublicense and grant further rights of reference, if permitted) as necessary to Develop and Manufacture such Terminated Antibodies and Terminated Products, and Commercialize such Terminated Products, in the Terminated Territory.

(h)In the event that this Agreement is terminated by (i) Company pursuant to Section 9.2(a) or (ii) Biosion pursuant to Section 9.2(b), in each case ((i) or (ii)), with respect to one or more Licensed Product(s), but not this Agreement in its entirety, then, effective as of the effective date of such termination with respect to such Terminated Product(s), Biosion’s exclusivity obligations under Section 2.4 shall terminate and cease to apply for the remainder of the Term solely with respect to such Terminated Product(s) (and the corresponding Terminated Antibod(ies), as applicable) in the applicable Terminated Territory; provided that, for clarity, if this Agreement is terminated in its entirety, Biosion’s exclusivity obligations under Section 2.4 shall terminate and cease to apply effective as of the effective date of such termination.

(i)Upon the request of a Disclosing Party (including as set forth in the Termination and Wind-Down Plan, as applicable), the Receiving Party shall return to Disclosing Party or, at Disclosing Party’s election, destroy, all relevant records and materials in its possession or control containing or comprising any Know-How, materials or any other Confidential Information of the Disclosing Party or any of its Affiliates, as applicable; provided that: (i) in the event that such termination applies only to one (1) or more Terminated Antibodies or Terminated Product(s), but not the Agreement in its entirety, then the Receiving Party may retain copies of such Confidential Information to the extent necessary or reasonably useful to perform such Party’s continuing obligations, or exercise its rights, under this Agreement with respect to any remaining Licensed Antibodies or Licensed Products, (ii) the Receiving Party may retain a copy of computer records or files containing such Confidential Information that have been created pursuant to automatic archiving or back-up procedures that cannot reasonably be deleted, and (iii) the Receiving Party may retain Confidential Information of the Disclosing Party to the extent required for the exercise of any of its rights that survive such termination or as required by Law; provided, further, that such Confidential Information will be kept confidential by the Receiving Party in accordance with the terms and conditions of this Agreement for as long as the Receiving Party is in possession of such Confidential Information.

(j)Each sublicense granted by or on behalf of Company (or any of its Affiliates or Sublicensees) under the licenses granted pursuant to Section 2.1 with respect to any Terminated Antibody or Terminated Product in the Terminated Territory shall automatically terminate upon the effective date of such termination, unless Biosion elects, in its sole discretion, to assume such sublicense; provided that, in the event that Biosion does elect to assume any such sublicense, Biosion shall not be obligated to fulfill any obligations to any Sublicensees beyond those obligations required of Biosion as if this Agreement has not terminated; provided, further, that, Company shall facilitate an introduction to such Sublicensee and otherwise reasonably cooperate with Biosion and such Sublicensee in connection with Biosion’s assumption of such Sublicense Agreement, as applicable.

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In addition to any other provisions of this Agreement that expressly survive pursuant to the terms herein, as applicable, the following provisions shall survive any expiration or termination of this Agreement: (i) Article 1 (to the extent necessary to interpret any surviving provisions of this Agreement), (ii) Section 2.3, (iii) Section 4.6 and Section 4.7 (with respect to any Net Sales of Licensed Products sold by or on behalf of Company (or any of its Affiliates or Sublicensees) prior to the effective date of such expiration or termination, or pursuant to the Termination and Wind-Down Plan following the effective date of such termination, as applicable), (iv) Section 4.9 (solely with respect to any costs or expenses accruing in connection with the Development, Manufacture and Commercialization of any Licensed Product by or on behalf of Company (or any of its Affiliates or Sublicensees) prior to the effective date of such termination or pursuant to the Termination and Wind-Down Plan following the effective date of such termination, as applicable), (v) Section 4.10 and Section 4.12 (with respect to any payment obligations accruing prior to the effective date of such expiration or termination or any payment obligations that survive in accordance with this Section 9.4), (vi) Section 4.13, (vii) Section 4.14, (viii) Section 5.1, (ix) Section 6.1 through Section 6.3 (inclusive), (x) Section 6.7, (xi) Section 7.4, (xii) Article 8, (xiii) Section 9.1(b), (xiv) Section 9.3, (xv) this Section 9.4, (xvi) Section 9.5, (xvii) Article 10 and (xviii) Article 11.

(a)Expiration or termination of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration and shall not relieve the Parties of any obligation or liability that accrued hereunder prior to, or that are expressly indicated to survive, such termination or expiration of this Agreement. In addition, termination of this Agreement shall not preclude either Party from pursuing all rights and remedies it may have hereunder or at Law or in equity with respect to any breach of this Agreement nor prejudice either Party’s right to obtain performance of any obligation.

(a)All rights in the licenses granted to Company by Biosion under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, if applicable, rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that each Party, as the recipient of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and that this Agreement constitutes an executory contract under Section 365(n) of the Bankruptcy Code.

(b)The Parties agree that the Company, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of any Bankruptcy Event with respect to Biosion, subject to the Company’s compliance with the terms of this Agreement, the Company shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Biosion Know-How and Biosion Materials, which, if not already in the Company’s possession, shall be delivered to the Company promptly (i) following any such commencement of a bankruptcy Proceeding upon the Company’s written request therefor, unless Biosion elects to continue to perform all of its obligations under this Agreement or (ii) if not delivered under clause (i), following the rejection of this Agreement by Biosion.

(c)All rights, powers and remedies of Company provided for in this Section 9.5 are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing

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at Law or in equity (including, without limitation, under the Bankruptcy Code and any similar Laws in any other country or jurisdiction).

Article 10

Dispute Resolution

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any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Article 11

Miscellaneous Provisions

(a)Except as expressly provided herein, neither Party shall assign or transfer this Agreement nor any of its rights or obligations hereunder, whether voluntarily or by operation of law, without the prior consent of the other Party (not to be unreasonably withheld, conditioned or delayed); provided that either Party may assign or transfer this Agreement (in its entirety, together with all of its rights and obligations hereunder) to (i) any Affiliate of such Party or (ii) any Third Party that acquires all or substantially all of such Party’s assets or business to which this Agreement relates (whether by sale of assets or stock, merger, consolidation, reorganization or otherwise), in each case ((i) or (ii)), without the consent of the other Party. Each assigning Party shall provide notice to the other Party promptly following any such assignment or transfer.

(b)No assignment under this Section 11.2 shall relieve the assigning Party of any of its responsibilities or obligations hereunder and, as a condition of such assignment, the assignee shall agree to be bound by all obligations of the assigning Party hereunder. This Agreement shall be binding upon the successors and permitted assigns of the Parties.

(c)The Parties acknowledge and agree that the intellectual property rights granted to Company and Biosion hereunder are personal to each Party, may not be assigned other than in accordance with this Agreement (including pursuant to this Section 11.2).

(d)Any assignment or other transfer not in accordance with this Section 11.2 shall be null and void.

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hereunder shall be deemed to be a failure by such Party to perform such obligations. For clarity and without limitation, the foregoing means that each Party may designate or subcontract to an Affiliate to perform its obligations hereunder or to be the recipient of the other Party’s performance obligations hereunder.

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foreign Laws, then, U.S. Laws shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

If to Company, addressed to:

Aclaris Therapeutics, Inc.

701 Lee Road, Suite 103

Wayne, Pennsylvania 19087

United States of America

Attn: [***]

E-mail: [***]

With a copy, which shall not constitute notice, to:

Cooley LLP
One Freedom Square
Reston Town Center, 11951 Freedom Drive
Reston, VA 20190-5656 U.S.A.
Attention: [***]
Email: [***]

If to Biosion, addressed to:

Biosion, Inc.

5^th Floor, Building D

3-1 Zhongdan Unit, South Longshan Rd

Jiangbei New District

Nanjing, Jiangsu, China 210061

Attn: [***]

E-mail: [***]

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With copies, which shall not constitute notice, to:

Biosion, Inc.

5^th Floor, Building D

3-1 Zhongdan Unit, South Longshan Rd

Jiangbei New District

Nanjing, Jiangsu, China 210061

Attn: [***]

E-mail: [***]

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Morgan, Lewis & Bockius LLP

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502 Carnegie Center Drive

Princeton, NJ 08540

Attn:[***]

E-mail: [***]

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Manufacture and Commercialize are used collectively, such meaning includes to research, develop, practice, make, manufacture, use, exercise, offer for sale, sell, import, export, display, distribute, modify, make derivative works of, reproduce and commercialize. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions. The official language of this Agreement and between the Parties for all correspondence shall be the English language. If there is a discrepancy between any translation of this Agreement and the English language version of this Agreement, the English language version of this Agreement shall prevail.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, duly authorized representatives of the Parties have executed this Agreement as of the Effective Date.

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[Signature Page to Exclusive License Agreement]