COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT

“AFFILIATE” shall mean any corporation or business entity of which LICR or 4AB owns directly or indirectly, fifty percent (50%) or more of the assets or outstanding stock, or any corporation which LICR or 4AB directly or indirectly controls, or any parent corporation which owns, directly or indirectly, fifty percent (50%) or more of the assets or outstanding stock of LICR or 4AB or directly or indirectly controls LICR or 4AB.

“ANTIBODY” or “ANTIBODIES” shall mean an immunoglobulin (Ig) molecule, generally comprising four polypeptide chains, two heavy (H) chains and two light (L) chains, or an equivalent Ig homologue thereof (e.g., a camelid nanobody, which comprises only a heavy chain, single domain antibodies (dAbs) which can be either heavy or light chain); including full length functional mutants, variants, or derivatives thereof (including but not limited to chimeric, veneered, humanized antibodies, fully human equivalents (e.g. created by guided selection or similar technology), which retain the essential epitope binding features of an Ig molecule, and including dual specific, bispecific, multispecific, and dual variable domain immunoglobulins; Immunoglobulin molecules can be of any class (e.g., IgG, IgE, IgM, IgD, IgA, and IgY), or subclass (e.g., IgG1, IgG2, IgG3, IgG4, IgA1, and IgA2) and allotype. Also included within the meaning of the term Antibody is any ANTIBODY FRAGMENT.

“ANTIBODY FRAGMENT” means a molecule comprising at least one polypeptide chain that is not full length, including (i) a Fab fragment, which is a monovalent fragment consisting of the variable light (VL), variable heavy (VH), constant light (CL) and constant heavy 1 (CH1) domains; (ii) a F(ab')2 fragment, which is a bivalent fragment comprising two Fab fragments linked by a disulfide bridge at the hinge region; (iii) a heavy chain portion of a Fab (Fd) fragment, which consists of the VH and CH1 domains; (iv) a variable fragment (Fv) fragment, which consists of the VL and VH domains of a single arm of an antibody, (v) a domain antibody (dAb) fragment, which comprises a single variable domain; (vi) an isolated complementarity determining region (CDR); (vii) a Single Chain Fv Fragment; (viii) a diabody, which is a bivalent, bispecific antibody in which VH and VL domains are expressed on a single polypeptide chain, but using a linker that is too short to allow for pairing between the two domains on the same chain, thereby forcing the domains to pair with the complementarity domains of another chain and creating two antigen binding sites; and (ix) a linear antibody, which comprises a pair of tandem Fv segments (VH-CH1- VH-CH1) which, together with complementarity light chain polypeptides, form a pair of antigen binding regions; and (x) other non-full length portions of heavy and/or light chains, or mutants, variants, or derivatives thereof, alone or in any combination.

“ARBITRATION” shall have the meaning ascribed to it in Section 13.02C.

“ARBITRATORS” shall have the meaning ascribed to it in Section 13.02C.

“BACKGROUND INTELLECTUAL PROPERTY” shall mean any INTELLECTUAL PROPERTY, owned or controlled by a party, and which is provided to the other party for use in the PROGRAM, and/or which is necessary or useful for performing the PROGRAM.

“CHANGE OF CONTROL” shall mean a situation in which more than fifty percent (50%) of the ownership interest in a party is acquired by a third party.

“CLINICAL TRIAL” shall mean any clinical studies, research protocols, or medical research, wherein a PRODUCT is evaluated as a potential diagnostic or therapeutic in a human patient or set of patients and the PROTOCOLS of which LICR starts to execute, after the EFFECTIVE DATE of this Agreement.

“CUMULATIVE COSTS” shall mean the identified and documented direct costs incurred by each party directly related to the research and development of each PRODUCT and direct costs associated with PROGRAM INTELLECTUAL PROPERTY filing, prosecution, and maintenance covering each PRODUCT. CUMULATIVE COSTS exclude costs not directly related to the development of a PRODUCT and the PROGRAM INTELLECTUAL PROPERTY claiming such PRODUCT, and shall stop incurring for a PRODUCT and the PROGRAM INTELLECTUAL PROPERTY claiming such PRODUCT upon the earlier of (i) its licensing to a third party; (ii) upon its first regulatory approval as obtained by 4-AB; (iii) the transfer or assignment of rights to a PRODUCT or PROGRAM INTELLECTUAL PROPERTY claiming such PRODUCT obtained under or as a result of this Agreement to a third party. CUMULATIVE COSTS for each such PRODUCT may be deducted from anything of value received for rights in a PRODUCT and the PROGRAM INTELLECTUAL PROPERTY claiming such PRODUCT, whether cash or anything received in lieu of cash for such rights. CUMULATIVE COSTS shall be disclosed annually to the JOINT MANAGEMENT

“DISPUTE” shall have the meaning ascribed to it in Section 13.02A.

“EFFECTIVE DATE” shall have the meaning ascribed to such term in the introductory paragraph of this Agreement.

“FIELD” shall mean the diagnosis, prevention and treatment of animal and human diseases or conditions.

“INTELLECTUAL PROPERTY” shall mean the rights comprised in any patent, copyright, design, trade mark, eligible layout or similar right whether at common law or conferred by statute, rights to apply and applications for registration under a statute in respect of these or like rights and rights to protect trade secrets and know-how, throughout the world for the full period of the rights and all renewals and extensions.

“JOINT MANAGEMENT COMMITTEE” shall mean the committee established pursuant to Section 3 herein.

“LICR” shall have the meaning ascribed to such term in the introductory paragraph of this Agreement.

“4AB” shall have the meaning ascribed to it in the introductory paragraph of this Agreement.

“NY LAB” shall mean LICR’s laboratory at Memorial Sloan-Kettering Cancer Center, 1275 York Avenue, Box 32, New York, New York 10021-6007, USA. The research at the NY LAB is governed by an interinstitutional agreement between LICR and Memorial Sloan-Kettering Cancer Center (MSKCC). A redacted version of that agreement is attached in Appendix 6 (“MSKCC AGREEMENT”).

“PROCEEDS” shall mean all forms of cash consideration such as but not limited to license fees, royalties, milestone fees and sublicense fees and all forms of non-cash consideration received from a licensee or similar

“PRODUCT(S)” shall mean any ANTIBODY or ANTIBODIES or any other product, service, process or method of using such ANTIBODY or ANTIBODIES which recognizes a TARGET.

“PROGRAM” as used herein shall mean the collaboration between LICR and 4AB to carry out the research and clinical development program set out in Appendix 1. The PROGRAM will cover and include all monoclonal ANTIBODIES recognizing a TARGET, generated by 4AB during the INITIAL TERM or any EXTENSION TERM of the research program as specified Appendix 1.

“PROGRAM INTELLECTUAL PROPERTY” shall mean all ANTIBODIES results, research data, know-how, materials, compounds and inventions which are created solely by the LICR or 4AB during the course of and as a direct result of carrying out the PROGRAM.

“PROGRAM P A TENT(S)” shall mean all patents issued and patent applications filed pertaining to the PROGRAM INTELLECTUAL PROPERTY during the TERM, and any reissues, re-examinations, continuations, claims of U.S. and foreign continuations-in-part which are directed to subject matter specifically described in the U.S. and foreign patent applications, divisions, renewals, or renewals claiming priority to any such patent or patent application and including any extensions, patents of addition, and any extension of the term of the patent or supplementary protection certificate or other means by which greater effective patent protection is extended.

"PROTOCOL" shall mean a document or set of documents that describes for example and without limitation the objective(s), design, methodology, statistical considerations, and organization of one or more CLINICAL TRIAL(s).

“RULES” shall have the meaning ascribed to it in Section 13.02C.

“TARGETS” shall mean the cell surface proteins against which ANTIBODIES shall be generated and evaluated within the PROGRAM, which shall be selected by the JOINT MANAGEMENT COMMITTEE. TARGETS shall be identified in Appendix 2, which shall be updated from time to time as agreed by the JOINT MANAGEMENT COMMITTEE.

“TERM” shall have the meaning ascribed to it in Section 9.01.

“TERRITORY” shall mean all countries worldwide, their territories and possessions.

LICR and 4AB shall carry out the PROGRAM in accordance with the research and clinical development program set out in Appendix 1. LICR and 4AB shall perform the PROGRAM in accordance with the timelines set forth therein, as reasonably practicable, and shall perform the PROGRAM using the highest professional standards of workmanship and care in so doing. LICR and 4AB shall not deviate materially from the PROGRAM without the prior written consent of the other party.

The PROGRAM shall commence on the EFFECTIVE DATE and shall continue for the INITIAL TERM; provided, however, that with the consent of both LICR and 4AB, which consent shall not be unreasonably withheld, the PROGRAM may be extended for an additional period of up to three (3) years beyond the INITIAL TERM (the “EXTENSION TERM”). Further extensions may be mutually agreed upon by the parties.

The PROGRAM may be modified only by mutual written consent of the parties.

Any CLINICAL TRIAL conducted as part of the PROGRAM shall comply with the following provisions:

Subject to any further written agreement between the parties, each party shall be responsible for its own costs and expenses incurred in performing its research and development activities as described the PROGRAM.

The parties shall establish and maintain a JOINT MANAGEMENT COMMITTEE to monitor the conduct, management, supervision and progress of the PROGRAM so as to provide the best chance of a successful outcome for the research and development of PRODUCT(S). The JOINT MANAGEMENT COMMITTEE responsibilities shall include:

The JOINT MANAGEMENT COMMITTEE shall consist of representatives from 4AB and LICR, provided that the number of representatives of each of them will at all times be and remain equal. The parties will have the right to change their representatives from time to time by notifying one another to this effect. 4AB and LICR shall each appoint a project coordinator from one of its representatives who shall report to the JOINT MANAGEMENT COMMITTEE as required.

Each member of the JOINT MANAGEMENT COMMITTEE may appoint an alternate and references in this paragraph and in this Section to “members” and “representatives” of the JOINT MANAGEMENT COMMITTEE shall include references to alternates of such members and representatives. An alternate will only act if the member is not available.

The JOINT MANAGEMENT COMMITTEE shall meet, at least once per calendar quarter, in person, via teleconferences, or via videoconference and shall hold such additional meetings as its members think fit.

Unless otherwise agreed by the parties, 4AB shall appoint a Chairperson of the JOINT MANAGEMENT COMMITTEE who shall be responsible for preparing the minutes of JOINT MANAGEMENT COMMITTEE meetings as well as any related correspondence.

No business shall be transacted at any meeting of the JOINT MANAGEMENT COMMITTEE unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall be at least four (4) members present in person or by their alternate, at least two (2) of whom must be representatives appointed by 4AB and at least two (2) of whom must be representatives appointed by LICR.

All matters and all formal resolutions of the JOINT MANAGEMENT COMMITTEE shall require the approval of both parties acting through their respective JOINT MANAGEMENT COMMITTEE members. In the event of any disagreement amongst the members of the JOINT MANAGEMENT COMMITTEE with respect to any aspect of the PROGRAM, the matter of disagreement shall be resolved in accordance with the dispute resolution process set out in Section 13.

The first representatives of the JOINT MANAGEMENT COMMITTEE nominated by 4AB and LICR shall be as set forth in Appendix 3 hereto.

The JOINT MANAGEMENT COMMITTEE shall ensure that care is taken to properly record and document all research and development activities performed during the PROGRAM. Each party shall promptly notify the JOINT MANAGEMENT COMMITTEE in writing of the potential creation or existence of any PROGRAM INTELLECTUAL PROPERTY.

4AB shall have the sole right to negotiate with prospective licensee’s exclusive, sub- licensable, worldwide licenses or options, under the PROGRAM INTELLECTUAL PROPERTY and PROGRAM P A TENTS to develop and commercialize PRODUCTS, in accordance with the terms of this Agreement.

4AB shall keep LICR informed in writing on a regular basis concerning its progress in securing the exploitation of the PRODUCTS and PROGRAM INTELLECTUAL PROPERTY and the status of negotiations with prospective licensees. 4AB shall provide LICR with copies of draft term sheets and license proposals being exchanged with prospective licensees.

LICR shall provide such assistance as is reasonably necessary for 4AB to carry out its rights and responsibilities under this section 4.

4AB shall not grant any license or option under PROGRAM INTELLECTUAL PROPERTY and PROGRAM PATENTS to develop and commercialize PRODUCTS without the written consent of LICR, which consent shall not be unreasonably withheld or delayed.

4AB shall provide LICR with copies of all executed license agreement and annual diligence reports of licensee’s efforts to develop and commercialize licensed PRODUCTS and PROGRAM PATENTS

LICR on behalf of itself and its academic collaborators and Memorial Sloan-Kettering Cancer Center and its academic collaborators retain an irrevocable right to practice only for their educational and non-commercial research (including clinical research involving patient care) purposes the inventions claimed under PROGRAM INTELLECTUAL PROPERTY and PROGRAM PATENTS, where any clinical trial using an ANTIBODY generated and developed through the PROGRAM will be conducted under a JOINT MANAGEMENT COMMITTEE agreed PROTOCOL.

4AB acknowledges that LICR, after publication or presentation of scientific data related to the PROGRAM, may have obligations to share materials, including ANTIBODIES, with the academic scientific community. In such cases the ANTIBODIES shall be made available to other academic researchers, solely for non- commercial research and educational purposes, pursuant to a material transfer agreement in the form set out in the template agreement in Appendix 5, with any proposed changes thereto subject to the prior review and written approval of 4AB, which shall not be unreasonably withheld.

The parties acknowledge that the United States Government, as a matter of statutory right under 35 USC Sections 200-212, may hold a non-exclusive license and certain other rights under PROGRAM PATENTS made as a consequence of the use of funding supplied by the United States Government for the PROGRAM. In the event the United States Government has such rights or in the future is found to have such rights with respect to any license contemplated under this Agreement, even if termed an “exclusive” license, shall be understood to be subject to the rights of the United States Government, without any effect on the parties’ remaining obligation, as set forth in this Agreement.

No rights or licenses (either express or implied) to any intellectual property rights or any proprietary technical information of LICR or 4AB are granted by this Agreement, except as expressly provided in this Section 4 or the following Section 5.

All rights, title and interest in and to any BACKGROUND INTELLECTUAL PROPERTY shall remain with the party owning such BACKGROUND INTELLECTUAL PROPERTY. Each party grants the other party a royalty free, non- exclusive license to use its BACKGROUND INTELLECTUAL PROPERTY only for the purpose of carrying out the PROGRAM. Neither party may grant any sublicense to use the other party’s BACKGROUND INTELLECTUAL PROPERTY to any third party without the other party’s written agreement.

PROGRAM INTELLECTUAL PROPERTY and PROGRAM PATENTS shall be jointly owned in equal shares by 4AB and LICR, subject to LICR’s obligations under the MSKCC AGREEMENT.

During the TERM and EXTENSION TERM, the JOINT MANAGEMENT COMMITTEE shall assess the PROGRAM INTELLECTUAL PROPERTY with regard to any inventions that could be the subject of a patent application, and where considered appropriate 4AB will file patent application(s) in those countries agreed to by the parties. All such patent applications will become PROGRAM PATENTS as part of the PROGRAM INTELLECTUAL PROPERTY. The inventorship of all such PROGRAM PATENTS shall be determined under US patent law.

During the INITIAL TERM and any EXTENSION TERM, 4AB will be responsible for managing the filing and prosecutions of any patents or applications for patents included in the PROGRAM PATENTS at 4AB’s cost. LICR and 4AB shall consult regularly in the preparation, filing, prosecution and maintenance of any patents or applications for patents included in the PROGRAM PATENTS, and share copies of all material correspondence and filings (and any other information requested by a party) related thereto. 4AB may, in its sole discretion, notify LICR that it does not desire continued filing, prosecution or maintenance of any PROGRAM PATENT upon which timely notification LICR shall have the option to continue the prosecution or maintenance of the PROGRAM PATENT at its sole expense. If LICR does not provide written notice of such intent within 30 days of such notice from 4AB, then 4AB shall have no further responsibility for the costs thereof, and such patent shall no longer be deemed a PROGRAM PATENT.

4AB and LICR shall reasonably discuss the need to enforce and/or defend the PROGRAM PATENTS and PROGRAM INTELLECTUAL PROPERTY against any third party that infringes or wrongfully uses the same in any manner, and only after 4AB and LICR have agreed a course of action shall any action be initiated by either party.

The parties hereto shall cooperate with each other in gaining patent term restoration or similar extensions or continuations of rights in the TERRITORY where applicable to PROGRAM PATENT(S).

All oral, written, electronic or other communications and other information disclosed or provided by the parties including any and all analyses or conclusions drawn or derived therefrom regarding any PROGRAM INTELLECTUAL PROPERTY or the PROGRAM, or either party’s assays, processes, formulations, analytical procedures, clinical procedures, methodologies, products, samples, material, cells and specimens or functions (“INFORMATION”) shall be received and used solely for the purposes set forth in this Agreement and subject to the following terms and conditions:

Each party shall keep the other’s INFORMATION in confidence for the period commencing on the EFFECTIVE DATE and ending five (5) years after the end of the TERM or EXTENSION TERM and will not, without the disclosing party’s prior written consent, disclose any INFORMATION to any person or entity, except those of the receiving party’s officers, employees, consultants and AFFILIATES who require said INFORMATION to perform their obligations under this Agreement. Each of the party’s officers, employees, consultants and AFFILIATES to whom INFORMATION is to be disclosed shall be advised by the receiving party of, and bound by the terms of this Agreement.

The obligations of confidentiality and non-use set forth herein shall not apply to any INFORMATION which is:

known to the receiving party prior to receipt from the disclosing party, other than through prior disclosure by the disclosing party, as evidenced by the receiving party’s written records;

available to the general public or which hereafter becomes available to the general public otherwise than through a breach of this Agreement;

obtained by the receiving party from a third party with a valid right to disclose such INFORMATION, provided that said third party is not under a confidentially obligation to the disclosing party; or

independently developed by employees, agents, consultants or AFFILIATES of the receiving party who had no knowledge of or access to the disclosing party’s INFORMATION as evidenced by the receiving party’s written records.

The parties will keep the terms of this Agreement and to the extent necessary or desirable to protect any INTELLECTUAL PROPERTY arising in connection with the PROGRAM, the PROGRAM and PROGRAM INTELLECTUAL PROPERTY, confidential except as otherwise agreed.

The parties may, under appropriate obligations of confidentiality, disclose the PROGRAM INTELLECTUAL PROPERTY and the terms of this Agreement to its advisers and consultants, and to its potential and actual collaborators, investors, shareholders and licensees.

Except as is set forth in this Agreement, all INFORMATION shall remain the proprietary property of the disclosing party.

If, in the opinion of the receiving party’s counsel, any of the disclosing party’s INFORMATION is required to be disclosed pursuant to law, regulation, or court order, the receiving party shall give the disclosing party prompt, written notice in order to allow the disclosing party to take whatever action it reasonably deems necessary to protect its INFORMATION. In the event that no protective order or other remedy is obtained, or the disclosing party waives compliance with the terms of this Section 6, receiving party will furnish only that portion of the INFORMATION which receiving party is advised by counsel is legally required.

Except as is set forth in this Agreement, no party shall acquire any license or other intellectual property interest in any INFORMATION disclosed to it by the other party. Further, except as is set forth in this Agreement, disclosure of INFORMATION shall not result in any obligation on the part of the discloser to grant the receiving party any right in or to such INFORMATION.

Upon expiration or termination of this Agreement, each party shall immediately return to each disclosing party all INFORMATION which it has received from the disclosing party, all notes which may have been made regarding said information, and all copies thereof. The receiving party may retain one copy of each item of INFORMATION, and notes regarding the same, provided that said copy shall be retained and used solely for the purposes of ongoing compliance with this Agreement and shall be held in the receiving party’s confidential files. For purposes of this paragraph, LICR and 4AB shall be the disclosing parties with respect to any PROGRAM INTELLECTUAL PROPERTY.

PROCEEDS received by 4AB shall be first used to reimburse each party’s CUMULATIVE COSTS incurred in respect to the licensed PRODUCT and PROGRAM PATENTS from which the PROCEEDS are derived.

The remaining PROCEEDS (“NET PROCEEDS”) shall be shared [**] between LICR and 4AB.

4AB shall provide LICR its share of CUMULATIVE COSTS and NET PROCEEDS within thirty (30) days of its receipt of any PROCEEDS, together with a report disclosing detail of the PROCEEDS received and the calculation of CUMULATIVE COSTS and NET PROCEEDS distributed to each party.

All payments to be made under this Agreement to LICR shall be made within sixty (60) days of receipt of a tax invoice from LICR and shall be made in US Dollars (USD) by bank wire transfer to LICR’s bank account as follows:

If any payment is not made on or before the due date specified herein, 4AB will pay interest on the outstanding amount until paid in full if requested to do so by LICR. Interest will be charged at a rate equal to the "Intended Federal Funds Rate" or equivalent [**] as specified by the Federal Open Market Committee and currently published by the US Federal Reserve Board at www.federalreserve.gov/fomc/fundsrate.htm.

During the TERM and for a period of five (5) years thereafter, 4AB shall keep complete and accurate records pertaining to the development, manufacture, use, sale or other disposition of the PRODUCTS, in sufficient detail to permit LICR to confirm the accuracy of all payments due hereunder and compliance with all responsibilities and obligations. LICR shall have the right to cause an independent, certified public accountant to audit such records. Such audits may be exercised once each calendar year and only with respect to the then current calendar year and the immediately prior two calendar years, upon reasonable prior written notice to 4AB and during normal business hours, and LICR shall bear the full cost of such audit, unless such inspection leads to the discovery of a discrepancy of greater than the greater of [**] percent ([**] %) in reporting to LICR's detriment, or of $[**], for any calendar year. In such instance, 4AB agrees to pay the reasonable cost of such audit plus interest as stipulated in Section 8.02 from and after the date the audit report is delivered to4AB. The terms of this Section 8.03 shall survive any termination or expiration of this Agreement for a period of five (5) years.

This Agreement shall be effective as of the EFFECTIVE DATE and unless terminated earlier in accordance with this Agreement, shall remain in force until the expiration of the INITIAL TERM or EXTENSION TERM (the “TERM”).

Each party shall have the right to terminate this Agreement upon written notice to the other party if, after receiving written notice of a material breach of this Agreement, the breaching party fails to cure such breach within sixty (60) days from the date of such notice and such termination is affirmed by an arbitral tribunal pursuant to Section 13.

Either party may terminate this Agreement with notice if the other party makes an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party, or has a receiver or trustee appointed for all or substantially all of its property; provided that in the case of an involuntary bankruptcy proceeding such right to terminate shall only become effective if the party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) calendar days after the filing thereof.

Sections 4 (Commercialization), 5 (Intellectual Property), 6 (Confidentiality), 7 (Consideration), 8 (Payments), 10 (Rights Upon Termination), 12 (Indemnity), 13 (Dispute Resolution), 14 (Public Announcements and Publications), 16 (Survival and Waivers) and 17 (Governing Law) shall survive the expiry or termination of this Agreement.

If this Agreement is terminated by 4AB pursuant to Section 9.02 or 9.03, then on the effective date of said termination, 4AB’s and LICR’s obligations and rights under this Agreement shall terminate.

If this Agreement is terminated by LICR pursuant to Section 9.02 or 9.03, then on the effective date of said termination, 4AB’s and LICR’s obligations and rights under this Agreement shall terminate. Notwithstanding the preceding sentence, LICR shall retain a fully paid up, royalty free, perpetual, worldwide, exclusive license under any PROGRAM PATENT(S). However, notwithstanding such termination, termination of this Agreement shall not affect any already licensed PRODUCTS and PROGRAM PATENT(S).

Notwithstanding termination of this Agreement by either party, each party shall remain liable to the other with respect to any obligations which arise prior to the effective date of termination.

it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof;

it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf have been duly authorized to do so by all requisite corporate or partnership action;

(i) this Agreement is legally binding upon it and enforceable in accordance with its terms, and (ii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, to which it is a party or by which it may be bound, or violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and

it has not, and will not during the TERM OR EXTENSION TERM, grant any right to any third party that would conflict with the rights granted to the other party hereunder.

LICR shall indemnify, hold harmless and defend 4AB and its directors, officers, agents and employees from and against any loss, costs (including reasonable attorney’s fees), damages, injury, liability, claims, demands, or causes of action (“LIABILITY”) arising out of or resulting from (a) personal injury or death in connection with LICR’s activities hereunder; (b) LICR’s use, handling, storage or disposal of any materials or information; (c) any negligent act or omission or willful misconduct of LICR or LICR’s employees or agents; (d) any act or omission of LICR as an employer; or (e) any debt or other duty of any kind or amount owed to a LICR subcontractor, except to the extent that any such LIABILITY is incurred as a result of the gross negligence or willful misconduct of 4AB.

4AB shall indemnify, hold harmless and defend LICR and Memorial Sloan-Kettering Cancer Center and their directors, officers, agents and employees, from and against any LIABILITY arising out of or resulting from (a) personal injury or death in connection with 4AB’s activities hereunder; (b) 4AB’s use, handling, storage or disposal of any materials or information; (c) any negligent act or omission or willful misconduct of 4AB or 4AB’s employees, or agents; (d) any act or omission of 4AB as an employer; (e) any debt or other duty of any kind or amount owed to a 4AB subcontractor; or (f) arising out of this Agreement, except to the extent that any such LIABILITY is incurred as a result of the gross negligence or willful misconduct of any such indemnitee. This indemnification shall also include, but not be limited to, any product liability.

4AB shall maintain insurance with limits, which are consistent with industry standards to cover 4AB’s activities in connection with this Agreement.

Except as otherwise expressly set forth in this Agreement, neither party makes any representations and extends no warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, validity of patent rights claims issued or pending, or non-infringement of third party rights.

The parties recognize that disputes as to certain matters may from time to time arise which relate to the rights of either party and obligations hereunder. It is the objective of the parties to establish procedures to facilitate the resolution of such disputes in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the parties agree to follow the procedures set forth in Section 13.02, if and when such a dispute arises between the parties.

If any dispute, claim or controversy of any nature arising out of or relating to this Agreement, including any action or claim based on tort, contract or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (each, a “DISPUTE”), arises between the parties and the parties cannot resolve such DISPUTE within thirty (30) days of a written request by either party to the other party, the parties agree to refer the DISPUTE either to: (a) the chief scientific officer (or equivalent) of LICR and the chief scientific officer (or equivalent) of 4AB for resolution (if such DISPUTE relates to scientific issues); or (b) to the head of business development (or equivalent) of LICR and the head of business development (or equivalent) of 4AB for resolution (if such DISPUTE does not relate to scientific issues). If such officers of the parties cannot resolve such DISPUTE within an additional thirty (30) days, then such DISPUTE shall be referred to the chief executive officer (or equivalent) of LICR and the chief executive officer (or equivalent) of 4AB for resolution. After an additional thirty (30) days, if such officers have not succeeded in negotiating a resolution of the DISPUTE, then either party may at any time thereafter seek to resolve such DISPUTE by arbitration pursuant to Section 13.02C below.

The parties acknowledge and agree that any declarations (either oral or in writing) rendered by the parties’ representatives during the resolution procedure under Section 13.02A above, shall not be considered as an acknowledgement of such party’s liability in respect to the DISPUTE. The parties agree that neither of them may rely on such statement or document as mean of evidence during the arbitration proceeding. For the avoidance of doubts, this Section 13.02B shall not apply to documents, information and statements relating to the disputed obligations under this Agreement.

Notwithstanding anything to the contrary, if any DISPUTE arises from either party’s rights or obligations under Section 6 (Confidentiality), then a party may seek equitable relief from a court of competent jurisdiction without needing to resort to the dispute resolution mechanism described above in this Section 13.02. In the event of any dispute relating to this Agreement or breach thereof, the parties shall use their best endeavors to develop practical solutions of mutual benefit to settle conflicts amicably between themselves.

Neither party shall use the name of the other party in any publicity, advertising, or news without the prior written consent of the other party.

4AB and LICR may issue one or more joint announcements regarding this Agreement, provided each such announcement has been approved in writing by both LICR and 4AB prior to its release. Further, each party may, in presentations; publications or other disclosures accurately report that it is a party to the relationship represented by this Agreement. All public announcements and statements concerning the research, development and commercialization of PRODUCT(s) by 4AB, LICR or their licensee(s) will acknowledge 4AB’s and LICR’s role in the discovery and validation of the ANTIBODY or ANTIBODIES.

It is accepted by the parties that the parties may wish to publish or disclose aspects of the PROGRAM and results thereof in scientific journals or meetings or the like. Specifically, LICR and its academic collaborators shall have the right to publish and present scientific findings relating to the PROGRAM. In such an event the disclosing party shall provide the other party with copies of such publications and presentations at least thirty (30) calendar days prior to submission for publication or presentation. The non-disclosing party shall, within a period of thirty (30) calendar days of receipt of such publications or presentations advise the disclosing party whether patent or commercial interests may be prejudiced by the proposed publication or presentation, in which case the party shall delay, or cause its collaborators to delay, submission, if necessary, of the publication or presentation for an

At all times, 4AB and LICR shall be deemed and shall in fact be independent of one another and neither shall be authorized or empowered hereby to act as the agent for the other party for the purpose whatsoever or, on behalf of the other, enter into any contract, warranty or representations as to any matter.

The covenants of the parties which by their terms or express intent are to be performed after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

Any term or condition of this Agreement may be waived or qualified at any time by the party entitled to the benefit thereof by written instrument executed by said party. No delay or failure on the part of either party in exercising any rights hereunder, and no partial or single exercise thereof, shall constitute a waiver of such rights or of any other rights hereunder.

This Agreement shall be construed and governed in accordance with the laws of the England and Wales, without regard to its conflicts of law provisions.

This Agreement, and the rights and obligations hereunder, may not be assigned or transferred by either party without the prior written consent of the other party, except in the case of a CHANGE OF CONTROL.

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, all other provisions shall continue in full force and effect.

Any notice or other communication required or permitted to be given to either party hereto shall be in writing unless otherwise specified and shall be deemed to have been properly given and effective: (a) on the date of delivery if delivered in person; (b) the date of electronically confirmed facsimile transmission if during the recipient’s normal business hours, or otherwise on the next business day of the recipient; (c) one (1) business day after sending via next business day delivery by a nationally recognized overnight courier service; or (d) three (3) days after mailing by registered or certified mail, postage prepaid and return receipt requested, to the other party at the following address or facsimile number.

No failure or omission by the parties hereto in the performance of any obligation under this Agreement shall be deemed a breach hereto or create any liability if the same arises from any cause beyond the control of the parties including, but not limited to, the following: acts of gods, acts or omissions of any government; any rule, regulation or order issued by governmental authority or by any officer, department, agency or instrumentality thereof: fire; storm; flood; earthquake; accident; war; rebellion; insurrection; riot; invasion; or strike, lockout or other work stoppage provided that such failure or omission is cured as is practicable after the occurrence of the force majeure.

This Agreement, together with any Appendix attached hereto and expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all previous arrangements whether written or oral. Any Amendment or modification to this Agreement shall be of no effect unless made in a writing which specifically references this Agreement and signed by both parties.

The Reagents furnished to the Recipient for use by the Investigator pursuant to this letter agreement and derivatives thereof (including but not limited to recombinant constructs, cultures, subcultures, mutations or other products derived directly or indirectly from the Reagents, referred to herein as the ‘Derivatives’) will be maintained at the Recipient within the sole possession and control of the Investigator and those staff directly supervised by the Investigator and will be used solely for research and/or educational purposes described in the Project. The Reagents and any Derivatives will only be used in laboratory animals or in vitro experiments as described above, will not be used in therapy involving humans. The Reagents and Derivatives will not be sold by the Recipient or the Investigator or any of Recipient’s or Investigator’s staff to any third party, for any purposes whatsoever and will not be distributed, or transferred by the Recipient or the Investigator or any of Recipient’s or Investigator’s staff to any third party, for any purposes whatsoever without the prior written agreement of LICR. No right, title or interest in the Reagents, Information and the intellectual proprietary rights therein is conveyed under this agreement except for the limited right to perform the Project.

The Reagents, and any information relating to the Reagents that may be disclosed to the Investigator by LICR (the ‘Information’) are being provided to and accepted by the Recipient and the Investigator WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. LICR and its directors, officers, employees or agents assume no liability in connection with the Reagents or the Derivatives or the Information or their use by the Recipient, including the Investigator and staff. Recipient hereby agrees to defend, indemnify and hold harmless LICR and its directors, officers,

Reagents are being provided at no cost to Recipient; provided, however, the costs of handling and transportation by courier will be paid by Recipient, which hereby gives authorisation to LICR to use the following courier account.

The Investigator and Recipient have not licensed, assigned or otherwise transferred and will not license, assign or otherwise transfer to any third party any interest in the research involving the Reagents or in the intellectual property or inventions that might emerge therefrom.

Title to the Reagents and patent rights and other intellectual property rights therein are retained by LICR. No right or license is granted with respect to the Reagents, any Derivatives, the Information or any intellectual property rights, except as expressly set forth herein.

Recipient represents and warrants that it is a not-for-profit private or public institution or academic entity and shall not use the Reagents or Information, directly or indirectly for commercial purposes, including without limitation sponsored research. In the event Recipient, Investigator or any other person conceives or reduces to practice any invention as a result of the use of the Reagents or Information furnished under this agreement or the intellectual proprietary rights therein, including any new use for the Reagent, Recipient will promptly disclose any such inventions, discoveries or new use to LICR in writing (the “Invention Notice”). Inventorship on any corresponding patent applications filed as a result of such inventions and discoveries shall be determined in accordance with applicable laws governing inventorship. If Recipient does not pursue or abandons patent protection for any invention described in an Invention Notice, Recipient shall promptly notify LICR, and LICR shall thereafter have the right, at its expense, to prepare, file, prosecute, and maintain any such patent. Recipient and Investigator shall assist LICR, at LICR’s expense, in the preparation of all documents necessary to effectuate LICR's rights in such intellectual property. Recipient hereby grants LICR and said third party a non-terminable, transferable, fully paid-up, royalty-free worldwide, non-exclusive, sublicensable license under any intellectual property rights therein. In addition, Recipient hereby grants LICR (or its designee) an option to obtain a worldwide, exclusive, sublicensable license under any such intellectual property rights within six (6) months of notification, on terms and conditions to be negotiated in good faith by the parties. Such option may be exercised by LICR (or its designee) within six (6) months after LICR’s receipt of the Invention Notice.

The Investigator will keep LICR informed of the results obtained during the course of the research undertaken with the Reagents, any Derivatives and the Information in the course of the Project and will provide the Intellectual Property Office of LICR (666 Third Avenue, 28th Floor, New York, NY 10017, USA, for the attention of Dr. Jonathan Skipper) with ongoing reports on a three monthly basis and an Invention Notice promptly when an invention is made.

LICR and the Recipient will keep in strict confidence all confidential information it receives under this agreement and information relating to the Project and will not publicly disclose any such information without the consent of the other party, unless such information is or becomes generally known to the public through no fault of either party, or is made available to the parties by a third party having lawful right to do so, or is required to be disclosed (but only to

Any publication referring to the Reagents, Information, any Derivatives or reporting of the research carried out with the Reagents, Information or any Derivatives shall contain a reference, when appropriate, to the relevant publication describing the Reagents and to LICR as the source of the Reagents. LICR would appreciate receiving, in due course, a copy of any relevant publications.