Amended and Restated Standard Exclusive Licensing Agreement with Sublicensing Terms, dated October 28, 2015, by and between the Registrant and Washington State University, and amendments thereto

“Licensed Patents” shall refer to and mean all of the following WSU intellectual property:

the United States patent(s)/patent application(s) listed in Appendix C;

all divisionals and continuations of patent(s)/patent application(s) listed in Appendix C, both U.S. and foreign;

any reissues or re-examinations of patents described in Section 1.1.1 or 1.1.2 above;

to the extent that the following contain one or more claims directed to the invention or inventions described or claimed in the patent(s)/patent application(s) described in Section 1.1.1: continuations-in-part, all divisions and continuations of these continuations-in-part, all patents issuing from such continuations-in-part, divisions, and continuations; and any reissues, reexaminations, and extensions of all such patents. Licensed Patents shall not include claims of these continuations-in-part, divisions, continuations, reissues, reexaminations and extensions to the extent that such claims are directed to new matter which is not described or claimed in the patent(s)/patent application(s) listed in Appendix C; and

all foreign counterparts of the patent(s)/patent application(s) described in Sections 1.1.1 through 1.1.4.

“Licensed Product” and “Licensed Process” shall mean:

in the case of a Licensed Product, a product:

the manufacture, use, sale, offer for sale or importation of which would constitute, but for the license granted to Licensee pursuant to this Agreement, an infringement of one or more Valid Claims in a Licensed Patent (or for a pending Valid Claim in a Licensed Patent, would infringe such pending Valid Claim if such claim was an issued claim).

If a Valid Claim covers only a portion of such product, or if such product constitutes only a portion of a combination product, then the term Licensed Product refers only to the part of such product or combination product that is described in Section 1.2.1.1.

In the case of a Licensed Process, a process:

the use, sale, offer for sale, importation, practice or exploitation of which would constitute, but for the license granted to Licensee pursuant to this Agreement, an infringement of one or more Valid Claims (including a claim directed to a method of use of a Licensed Product) in a Licensed Patent (or for a pending Valid Claim in a Licensed Patent, would infringe such pending Valid Claim if such claim was an issued claim).

If a Valid Claim covers only a portion of such process, or if such process constitutes only a portion of a combination process, then the term Licensed Process refers only to the part of such process or combination process that is described in Section 1.2.2.1.

“Selling Price” shall mean, in the case of Licensed Products and/or Licensed Processes that are sold by Licensee or its Affiliates, the invoice price of such Licensed Products and/or Licensed Processes (regardless of uncollectible accounts) less [†]. The “Selling Price” for a Licensed Product or Licensed Process that is transferred to a third party for promotional purposes without charge or at a discount shall be [†]. The “Selling Price” for a Licensed Product and/or Licensed Process includes transfers of Licensed Products and/or Licensed Processes between or among Licensee and its Affiliates which are not for resale to third parties, and the Selling Price for such transactions will be [†]. “Selling Price” does not include transfers of Licensed Products and/or Licensed Processes made between or among Licensee and its Affiliates for resale to third parties, but will include such resale by the transferee to third parties.

“Sublicensee Selling Price” shall mean a selling price, determined in the same manner as a Selling Price, that is attributable to a sale of a Licensed Product and/or Licensed Process made by Sublicensees of Licensee. A Sublicensee Selling Price does not include transfers of Licensed Products and/or Licensed Processes made between or among Sublicensees (on the one hand) and Licensee and its Affiliates (on the other hand) for resale to third parties, but will include such resale by the transferee to third parties.

“Development Plan” shall mean a written report summarizing the development activities that are to be undertaken by the Licensee to bring Licensed Products to the market.

“Development Report” shall mean (a) a written account of Licensee’s progress under the Development Plan having at least the information specified on Appendix A to this Agreement, or (b) Licensee’s quarterly report to its shareholders, and the document described in clause (a) or (b) shall be sent to the address specified on Appendix A.

“Licensed Field” shall mean all human and veterinary pharmaceutical applications and uses (including without limitation therapeutic, diagnostic and prophylactic uses), as well as applications and uses as research reagents.

“Licensed Territory” shall mean the entire world.

“Sublicense” means the grant by Licensee to a third party of any license, sublicense, option, first right to negotiate, or other similar right granted to Licensee under this Agreement in exchange for any consideration, including but not limited to cash, promissory notes, equity, upfront payments, milestone payments, royalties, manufacturing contracts, distribution contracts, sponsored research contracts, option agreements, research use licenses, any collaborative arrangements, partnerships, or joint ventures, received by Licensee. A third party that receives such grant by Licensee shall be referred to herein as a “Sublicensee”.

“Affiliate” means any corporation or other business entity that controls, is controlled by, or is under common control with the Licensee. The term “control” as used in this Section 1.9 shall mean the ownership directly or indirectly of at least fifty percent (50%), or the maximum interest permitted by local law, of the voting stock of a corporation; or a fifty percent (50%) or greater interest in the income of such corporation or other business entity; or the ability otherwise of the Licensee to secure that the affairs of such corporation or other business entity are managed in accordance with its wishes.

“Valid Claim” means (i) a claim in an issued and unexpired patent included in the Licensed Patents that: (a) has not been held unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, and is not subject to appeal, (b) has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise, (c) has not been lost through an interference, reexamination or reissue proceeding; or (ii) a pending claim of a pending patent application included in the Licensed Patents.

“Non-Sales-Based Payments” means non-royalty sublicensing income, including (but not limited to) upfront fees, milestone payments, maintenance fees and premiums over fair market value of stock, but expressly excluding royalties, received by Licensee from Sublicensee(s) that is directly attributable to a Sublicense of the rights granted to Licensee by WSU under this Agreement, and that is not based directly upon Licensed Products and/or Licensed Processes sold by the Sublicensee. With respect to a license or sublicense agreement which includes a Sublicense, the portion of income received by Licensee pursuant to such agreement that is directly attributable to such Sublicense shall be allocated in a consistent and equitable manner that equitably reflects the contribution of the Sublicense to such income received. [†].

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Original License Agreement.

License.

Sublicense

Licensee may grant written Sublicenses to third parties within the Licensed Field and Licensed Territory. Licensee shall have the same responsibility for the activities of any Sublicensee conducted pursuant to such Sublicense as Licensee would have if the activities were directly those of Licensee. Any agreement granting a Sublicense shall state that the Sublicense is subject to the termination of this Agreement; provided, however, at any time within [†] days following termination of this Agreement, a Sublicensee may notify WSU that it wishes to enter into a direct license with WSU (with the same effective date as the date of termination of this Agreement) in order to retain its continuous license rights granted to it under its Sublicense. Following receipt of such notice, WSU and Sublicensee shall enter into a license agreement, the terms of which shall be substantially similar to the terms of this Agreement; provided, however, that the scope of such direct license, the licensed territory and/or the duration of the license grant shall be comparable to the corresponding terms granted by Licensee to such Sublicensee; and further provided that such Sublicensee will be granted at least the same scope of rights as it obtained from Licensee under its Sublicense.

In respect to Sublicenses granted by Licensee under Section 2.2.1 and Sublicensees’ sales of Licensed Products, Licensee shall pay to WSU a royalty amount determined in accordance with Section 3.3, clause (b). In addition, if Licensee receives any Non-Sales-Based Payments, then Licensee shall pay WSU a percentage of such Non-Sales-Based Payments as specified in Section 2.2.3 and in the manner specified in Section 3.5. Licensee shall provide WSU with a copy of each Sublicense agreement within [†] days of the execution of the Sublicense agreement; provided that (a) Licensee may redact portions of such Sublicense agreement which do not pertain to a Sublicense of Licensee’s rights and obligations under this Agreement; and (b) in the event that Licensee provides a redacted copy of such Sublicense agreement, WSU shall have the right to review a copy of the entire, unredacted agreement at Licensee’s premises. For clarity, a grant of a Sublicense by Licensee is not a transfer that is covered by Section 8.1.

Payments due to WSU as a percentage of Non-Sales-Based Payments:

License to WSU

Development

Licensee agrees to and warrants that: it has, or will obtain, the expertise necessary to independently evaluate the inventions of the Licensed Patents; it will establish and actively and diligently pursue the Development Plan to the end that at least one Licensed Product and/or Licensed Process will be offered for sale in the retail market within the Licensed Field; and within [†] month following the end of each [†] month period ending on [†], and until [†], it will supply WSU with a written Development Report. [†]. All development activities and strategies and all aspects of product design and decisions to market and the like are entirely at the discretion of Licensee, and Licensee shall rely entirely on its own expertise with respect thereto. WSU’s review of Licensee’s Development Plan is solely to verify the existence of Licensee’s commitment to development activity and to ensure compliance with Licensee’s obligations to commercialize Licensed Products and/or Licensed Processes, as set forth above.

Licensee will meet the following performance milestones, which correspond to dates set forth in the Development Plan (as it may be amended from time to time as mutually agreed by the Parties):

Licensee shall have completed [†];

Licensee shall have initiated [†]; and

Licensee shall have achieved [†].

During the term of this Agreement, Licensee agrees to allow WSU to appoint one representative to sit in as a board observer during the Licensee board (“Board”) meetings, as set forth in Section 3.2.4. For the avoidance of doubt, this WSU-appointed Board observer is not empowered with any rights associated with a regular Board member.

License Issue Fee and WSU Equity Rights:

License Issue Fee and Maintenance Fee: Licensee agrees to pay to WSU a “License Issue Fee” of [†] within [†] days of the Effective Date. In addition to the License Issue Fee, Licensee agrees to pay to WSU an annual “Maintenance Fee” of [†], payable on or before each anniversary of the Effective Date until the first commercial sale of a Licensed Product or Licensed Process, at which time the annual Maintenance Fee is no longer due and is replaced by the Annual Minimum Royalty as specified in Section 3.4.1.

WSU Equity Rights: WSU acknowledges that WSURF was issued [†] shares of Common Stock of Licensee pursuant to a stock purchase agreement dated June 13, 2013. As of December 31, 2013, these shares of Common Stock of Licensee have been assigned and transferred to WRF. No further anti-dilution rights are provided to WSU with regard to such issued Common Stock.

WSU Right to Participate. In addition to the equity stake described in Section 3.2.2, in connection with the issuance of future common stock of Licensee, WSU would receive a Right to Participate Pro Rata in future financings on the same terms as other major investors in the financing (the “Right”). The Right shall be assignable by WSU to nonprofit entities associated with WSU; provided that WSU shall provide written notice of such assignment, including the identity of the assignee, to Licensee within [†] days after execution of such assignment.

Observer Rights.

Observer Rights Generally.

for so long as [†]; and

for so long as [†]; and

provided that, [†] each Observer shall disclose to the Licensee (which disclosure shall be in writing if the Licensee so requests) any conflicts of interest such Observer may have with respect to the Licensee and/or its current or proposed future business arrangements or operations, and any relationship such Observer may have with any party other than Licensee that is engaged in any business activity that is in competition, directly or indirectly, with the products or services being developed, offered, marketed, sold or licensed by the Licensee, or that Licensee proposes to develop, offer, market, sell or license. WSU may remove its Observer, or appoint an Observer if a vacancy in such position occurs for any reason, by delivery of a written notice to the Chief Executive Officer of the Licensee at least [†] days in advance of Licensee’s next Board meeting. For purposes of applying the provisions of this Section 3.2.4.1, WSU shall be entitled to only one (1) Observer.

Procedures and Limitations.

Royalty

Other Payments

Licensee agrees to pay WSU “Annual Minimum Royalty” payments of $25,000, beginning after the first commercial sale of a Licensed Product and/or Licensed Process, and payable as set forth in the following paragraph for the life of this Agreement.

Licensee agrees to pay WSU milestone payments, as follows:

Accounting Payments.

Earned royalty amounts owing to WSU under Section 2.2.2 and Section 3.3 shall be paid on a quarterly basis after the amount of Annual Minimum Royalty paid to date for the calendar year is exceeded, with such amounts due on or before the [†] day following [†]. The balance of any undisputed amounts due to WSU hereunder that remain unpaid more than [†]days after they are due to WSU shall accrue interest until paid at the rate of the lesser of [†]percent [†] or the maximum amount allowed under applicable law. However, in no event shall this interest provision be construed as a grant of permission for any payment delays.

Except as otherwise directed, all amounts owing to WSU under this Agreement shall be paid in U.S. dollars to WSU at the address provided in Section 13.1. All royalties owing with respect to Selling Prices stated in currencies other than U.S. dollars shall be converted at the rate shown in the Federal Reserve Noon Valuation - Value of Foreign Currencies on the business day preceding the payment.

A full accounting showing how any earned royalty amounts payable to WSU under Section 3.3 have been calculated shall be submitted to WSU [†]. Such accounting shall be on a per-country and product line, model or trade name basis (unless the Parties otherwise mutually agree in writing), and shall be summarized on the form shown in Appendix B of this Agreement. In the event no earned royalty payment is owed to WSU because the amount of Annual Minimum Royalty paid has not been exceeded or otherwise, an accounting demonstrating that fact shall be supplied to WSU.

WSU is exempt from paying income taxes under U.S. law. Therefore, all payments due under this Agreement shall be made without deduction for taxes, assessments, or other charges of any kind that may be imposed on WSU by any government outside of the United States or any political subdivision of such government with respect to any amounts payable to WSU pursuant to this Agreement. All such taxes, assessments, or other charges (if any) shall be assumed by Licensee.

WSU warrants that, subject to the U.S. Government interests set forth in Section 15, (i) it is the sole owner of the Licensed Patents other than the Joint Patent, (ii) it is joint owner of the Joint Patent, and (iii) it has the right to grant the licenses granted to Licensee in this Agreement. However, nothing in this Agreement shall be construed as:

a warranty or representation by WSU as to the validity or scope of any Valid Claim included in the Licensed Patents;

a warranty or representation that anything made, used, sold, offered for sale, imported or otherwise disposed of under the license granted in this Agreement will or will not infringe patents of third parties;

an obligation to bring or prosecute actions or suits against third parties for infringement of Licensed Patents;

an obligation to furnish any know-how not provided in Licensed Patents or Licensed Biological Materials or any services other than those specified in this Agreement; or

a warranty or representation by WSU that it will not grant licenses to others to make, use or sell products which are not covered by Valid Claims of the Licensed Patents, but which may be similar to and/or compete with products made or sold by Licensee or its Affiliate(s) or Sublicensee(s).

WSU MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S) OR THEIR VENDEES OR OTHER TRANSFEREES OF LICENSED PRODUCTS.

Licensee and its Sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s accounting referred to in Sections 2.2.2 and 3.5.1 above, including without limitation purchase and invoice records, general ledgers, financial statements, and tax returns relating to sales of the Licensed Products and/or Licensed Processes. Such books and records shall be preserved for a period not less than [†] years after they are created, both during and after the term of this Agreement.

Licensee shall take all steps necessary so that WSU may, within [†] days of WSU’s request, review Licensee’s books and records described in Section 5.1 at a single U.S. location to verify the accuracy of Licensee’s and Sublicensee’s accounting described in Sections 2.2.2 and 3.5.1. Such review may be performed by any authorized non-employee representative of WSU, including any attorney or registered CPA designated by WSU, upon reasonable advance written notice and during Licensee’s regular business hours. Such review shall not exceed [†] days.

If an earned royalty payment deficiency is determined pursuant to Section 5.2, and Licensee does not dispute in good faith such determination, then Licensee shall pay the earned royalty deficiency that is outstanding within [†] days of receiving written notice thereof, plus (to the extent applicable) interest on outstanding amounts as described in Section 3.5.1.

If an earned royalty payment deficiency for a given calendar year exceeds [†]percent [†] of the earned royalties paid for that calendar year, then Licensee shall be responsible for paying WSU’s reasonable out-of-pocket expenses incurred with respect to such review performed pursuant to Section 5.2.

WSU shall diligently prepare, file, prosecute and maintain the Licensed Patents using outside

Licensee shall be responsible for and pay all past and future costs and expenses reasonably incurred by WSU for the preparation, filing, prosecution, issuance, and maintenance of the Licensed Patents (“Patent Costs”). For any Patent Costs incurred by WSU on or after the date of execution of this Agreement (“Execution Date”), Licensee shall pay such Patent Costs within [†] days of receipt of an invoice from WSU setting forth such Patent Costs (including the date each of such Patent Costs was incurred). [†].

The term of this Agreement shall begin on the Effective Date and continue until the earlier of the date that (a) no Valid Claim in a Licensed Patent remains enforceable or (b) the payment of earned royalties under Section 3.3, once begun, ceases for more than four (4) consecutive calendar quarters.

The period from the effective date of the Original License Agreement until the Effective Date of this Agreement shall be governed by the terms and conditions of the Original License Agreement.

Notwithstanding anything to the contrary in this Agreement or in the Original License Agreement, WSU (a) [†].

Licensee may terminate this Agreement at any time by giving at least ninety (90) days prior written and unambiguous notice of such termination to WSU. As a courtesy, such a notice shall be accompanied by a statement of the reasons for termination.

WSU may terminate this Agreement by giving Licensee at least ninety (90) days prior written notice if any of the performance milestones set forth in Section 3.1.2 are not achieved by the applicable date set forth in Section 3.1.2, unless such date is extended by Written mutual agreement of the Parties, which agreement shall not be unreasonably withheld by either Party.

If Licensee at any time defaults in the timely payment of any monies due to WSU or the timely submission to WSU of any Development Report, fails to conduct any activities pursuant to the Development Plan for two consecutive calendar quarters, or commits any material breach of this Agreement, and Licensee fails to remedy any such breach or default within ninety (90) days (or thirty (30) days in the case of failure to make a timely payment of monies) after Licensee’s receipt of WSU’s written notice thereof, WSU may, at its option, terminate this Agreement by giving ninety (90) days (or thirty (30) days in the case of failure to make a timely payment of monies) written notice of termination to Licensee.

Upon the termination of this Agreement, Licensee shall remain obligated to provide an accounting for and to pay royalties earned up to the date of the termination.

At any time within [†] following termination of this Agreement, if a Sublicensee is in good standing under its Sublicense, such Sublicensee may notify WSU that it wishes to enter into a direct license agreement with WSU (with the same effective date as the date of termination of this Agreement) in order to retain its continuous rights and licenses granted to it under its Sublicense. Following receipt of such notice, WSU and such Sublicensee shall enter into a license agreement the terms of which shall be substantially similar to the terms of this Agreement; and the scope of such direct license, the licensed territory and the duration of the license grant shall be comparable to the corresponding terms granted by Licensee to such Sublicensee. [†].

Upon the termination of this Agreement, but excluding expiration of this Agreement, Licensee agrees to promptly return to WSU all Licensed Biological Materials, or to destroy all such Licensed Biological Materials and to deliver a notarized document certifying that all such Licensed Biological Materials have been destroyed.

Termination of this Agreement shall not relieve Licensee of any obligation to pay WSU any amounts owing under Section 3 nor of any obligation with respect to the confidential information or materials covered by this Agreement. Sections 1 Definitions, 4. Certain Warranties of WSU, 5. Record Keeping, 7.5, 7.6, this 7.7 under Termination, 10. Product Liability and Conduct of Business, 11. Use of Names, 12. Miscellaneous, 13. Notices, and 15. United States Government Interests shall survive termination.

Neither this Agreement, nor the Licensed Patents, may be transferred, assigned or pledged by Licensee, nor shall Licensee grant any security interest in this Agreement or the Licensed Patents, except with the prior written consent of WSU. Notwithstanding the foregoing, without WSU’s consent Licensee may assign this Agreement to any of its Affiliates, to a successor of Licensee’s business to which this Agreement pertains, to a purchaser of all or substantially all of Licensee’s assets; or incident to an acquisition, merger, sale of Licensee or the like at any time during the term of this Agreement. WSU will be notified of any such permitted assignment by Licensee and a copy of such assignment shall be delivered to WSU within [†] days of the execution of the same. It is agreed that Licensee will ensure that upon a sale or merger of Licensee, the successor entity (for example, the new owner or majority owner) agrees in writing to be bound by the terms and conditions of this Agreement (including the obligations of Licensee hereunder).

WSU intends to assert Licensed Patents against infringers or otherwise act to eliminate third-party infringement of Licensed Patents when, in WSU’s sole judgment after consultation with Licensee, such action is reasonably necessary, proper, and justified (including, for example, to protect the value of the licenses granted to Licensee hereunder). In the event that Licensee believes there is infringement of any Licensed Patent under this Agreement, Licensee shall provide WSU with notification and reasonable evidence of such infringement. Should WSU in its sole judgment elect not to assert, or should WSU fail to assert, infringement of Licensed Patents per Licensee’s evidence then, [†] days after notifying WSU of such infringement (or before any deadline for making such assertion passes, if earlier), Licensee may take independent action without WSU’s consent.

The Parties agree to cooperate in the conduct or defense of any claim or suit challenging any intellectual property rights which may arise in connection with this Agreement. Except as set forth in Section 4.1 above, WSU makes no warranty, express or implied, regarding any invention, writing or tangible rendition of research results, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.

Licensee, on behalf of itself and its Affiliates and its Sublicensee(s) shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold WSU and its employees, and the inventors of the Licensed Patents harmless against all third-party claims and expenses, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of

any damage to property and against any other third-party claim, proceeding, demand, expense and liability of any kind whatsoever, including patent infringement claims, resulting from the production, manufacture, sale, use, lease, consumption or advertisement of Licensed Products. Notwithstanding the above, WSU at all times reserves the right to retain counsel of its own, at its own expense, to defend WSU’s and the inventor’s interests.

Licensee warrants that it now maintains and will continue to maintain general commercial liability insurance coverage appropriate to the risk involved in marketing the Licensed Products subject to this Agreement. Within [†] days after the execution of this Agreement [†] Licensee will present evidence to WSU that such insurance coverage is being maintained by Licensee. In addition, Licensee shall provide WSU with at least [†] days prior written notice of any change in or cancellation of such insurance coverage.

This Agreement is made in Pullman, Washington, and shall be construed and interpreted in accordance with the laws of the State of Washington, United States of America, without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted. By its execution and delivery of this Agreement, Licensee hereby accepts the jurisdiction of a court of competent jurisdiction sitting in the State of Washington in any legal action or proceeding relating to this Agreement. No right or remedy conferred upon or reserved to the Parties pursuant to this Agreement is exclusive of any other right or remedy provided or permitted at law or in equity. Each Party acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury and that money alone may not be adequate to redress such injury. If any provisions of this Agreement are or shall come into conflict with the laws or regulations of any jurisdiction or any governmental entity having jurisdiction over the Parties or this Agreement, those provisions shall be deemed automatically severed and deleted, if such severance and deletion is allowed by relevant law, and the remaining terms and conditions of this Agreement shall remain in full force and effect. The Parties agree to substitute new terms as similar in effect to the severed or deleted terms as may be allowed under the applicable laws and regulations. The Parties hereto are independent contractors and not joint venturers or partners.

Licensee shall insure that it, its Affiliates and its Sublicensee(s) apply patent markings that meet all requirements of U.S. law, 35 U.S.C. §287, with respect to all Licensed Products subject to this Agreement. Licensee agrees to comply with the requirements of U.S. law 35 U.S.C. § 200-212 with respect to inventions funded by the U.S: government.

Except as otherwise expressly provided herein, this Agreement, with all of the attachments hereto, constitutes the full understanding between the Parties with reference to the subject matter hereof, and no statements or agreements by or between the Parties made prior to or at the signing hereof, whether orally or in writing, shall vary or modify the written terms of this Agreement and the Non-disclosure Agreement dated October 28, 2011 between the Parties. All attachments referred to in this Agreement shall be attached hereto and are incorporated herein by reference. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar failure to perform any such term or condition by the other Party. Neither Party shall claim any amendment, modification, or release from any provisions of this Agreement by mutual agreement, acknowledgment, or otherwise, unless such mutual agreement is in writing, signed by the other Party, and specifically states that it is an amendment to this Agreement. This Agreement may be executed in one or more counterparts by original or facsimile or electronic PDF signature, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same document. It shall not be necessary in making proof of this document or any counterpart hereof to produce or account for any of the other counterparts.

In the event Licensee contests the validity of any Licensed Patent, Licensee shall continue to pay royalties with respect to that Licensed Patent as if such contest were not underway, until the Licensed Patent is finally adjudicated invalid or unenforceable by a court of last resort; provided, however, notwithstanding any such final adjudication of invalidity or unenforceability, the full royalty payment due under this Agreement shall continue to be paid on any Licensed Patent which has not been finally adjudicated invalid or unenforceable by a court of last resort; and further provided Licensee shall have no recourse against WSU for any royalties paid or due and owing prior to such final adjudication.

Licensee shall not encumber or otherwise grant a security interest in any of the rights granted hereunder to any third party without the prior written approval of WSU.

Any notice required to be given pursuant to the provisions of this Agreement shall be in writing

No agreement between the Parties shall exist unless the duly authorized representative of Licensee and the Executive Director of WSU have signed this Agreement within [†] days of the Effective Date written on the first page of this Agreement.

WSU and Licensee hereby warrant and represent that the persons signing this Agreement have authority to execute this Agreement on behalf of the Party for whom they have signed.

It is understood that if the United States Government (through any of its agencies or otherwise) has funded research, during the course of or under which any of the inventions of the Licensed Patents were conceived or made, the United States Government is entitled, as a right, under the provisions of 35 U.S.C. §202-212 and applicable regulations of Title 37 of the Code of Federal Regulations, to a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced the inventions of such Licensed Patents for governmental purposes. Any license granted to Licensee in this Agreement shall be subject to such right.

WASHINGTON STATE UNIVERSITY

M³ BIOTECHNOLOGY, INC.

/s/ Sita S. Pappu

/s/ Leen Kawas

Sita S. Pappu

Leen Kawas, Ph.D.

Director, Office of Commercialization

Chief Executive Officer

Date

10/28/2015

Date:

10/28/2015

Licensee:

Agreement No.:

Inventor:

P#:

Period Covered:

From: /    /201*

Through:

/    /201*

Prepared By:

Date:

Approved By:

Date:

Country

Gross
Sales

* Less:
Allowances

Net
Sales

Royalty
Rate

Period Royalty Amount

This Year

Last Year

U.S.A.

Canada

Europe:

Japan

Other:

TOTAL:

Total Earned Royalty:

Conversion Rate:

Royalty in U.S. Dollars:   

$

WASHINGTON STATE UNIVERSITY

M3 BIOTECHNOLOGY INC.

Name:

Sita Pappu

Name:

Leen Kawas

Signature:

/s/ Sita Pappu

Signature:

/s/ Leen Kawas

Title:

Assistant VP of Office of Commercialization

Title:

CEO & President

Date:

02.02.18

Date:

02.02.2018

The following clause will replace the existing Section 3.1.2.2 in the Agreement:

WASHINGTON STATE UNIVERSITY

M3 BIOTECHNOLOGY INC.

Signature: 

/s/ Sita S. Pappu

Signature:

/s/ Leen Kawas

Name:

Sita Pappu

Name:

Leen Kawas

Title:

Assistant Vice President, Commercialization

Title:

CEO & President

Date:

February 15, 2019

Date:

2/14/2019

The following clause will replace the existing second WHEREAS section as seen below:

The following clause will be added to the existing Section 15 as 15.2 as seen below:

As an educational institution of the state of Washington, WSU is subject to Washington State laws and regulations including the Washington Public Disclosure Act, RCW 42.56 et seq. (http://apps.leg.wa.gov/RCW/default.aspx?cite=42.56). If a Public Disclosure Act request is made to view Licensee's confidential information, and the WSU's Public Records Officer (PRO) either determines that no exemption to

disclosure applies or is unable to determine whether an exemption to disclosure applies, WSU will promptly notify Licensee of the request and the date that such records will be released to the requester unless Licensee obtains a court order enjoining that disclosure by or before that date. For the avoidance of doubt, Licensee acknowledges and agrees that while WSU PRO agrees to give reasonable notice to the Licensee as promptly as practicable, the PRO may give short notice of such a request depending on the urgency faced by the WSU PRO in fulfilling the public records request. If requested by Licensee, WSU agrees to cooperate and provide reasonable assistance tin connection with any injunctive or other relief sought by Licensee in connection with the release of such records. If Licensee fails to obtain a court order enjoining disclosure, WSU will release the requested confidential information on the date specified. WSU's PRO reserves the right to change the date of such release as the PRO deems necessary and in the public interest.

The following clause will be added to the existing Section 3.2.3 as 3.2.3.1 as seen below:

Both Parties agree that the Right under Section 3.2.3 will not be applicable to, and will be terminated automatically in connection with, an initial public offering of Licensee's stock.

The following clause will be added to the existing Section 3.2.4 as 3.2.4.3 as seen below:

The following clause will replace the existing Section 3.2.4.1 (ii) as below:

Amendment I contained certain erroneous references to “Amendment II” and “Amendment III” which are hereby amended to reference “Amendment I,” and the first recital of Amendment I is hereby amended and restated as follows:

Amendment II was erroneously titled “Amendment III” and made certain references to a September 1, 2015 amendment to the original Agreement which was never effected; accordingly, all references therein to “Amendment III” are hereby amended to reference “Amendment II” and all references to a September 1, 2015 amendment to the original Agreement are hereby deleted.

WASHINGTON STATE UNIVERSITY

ATHIRA PHARMA, INC.

Signature:

/s/ Sita S. Pappu

Signature:

/s/ Leen Kawas, Ph. D.

Name:

Sita Pappu

Name:

Leen Kawas, Ph.D

Title:

Assistant Vice President, Commercialization

Title:

Chief Executive Officer

Date:

July 24, 2020

Date:

7/23/2020

By:

/s/ Joseph W Harding

Date:

7/23/2020

Joe Harding