License Agreement dated December 7, 2016 (as amended) between ApcinteX and Cambridge Enterprise Limited

CAMBRIDGE ENTERPRISE LIMITED (“CE”), a company incorporated in England and Wales (registered number 1069886) whose registered address is at The Old Schools, Trinity Lane, Cambridge CB2 1TN, UK;

APCINTEX LIMITED (the “Licensee”), a company incorporated in England and Wales (registered number ###-###-####) whose registered office is at c/o Medicxi, 25 Great Pulteney Street, London, England W1F 9LT.

CE is a company wholly owned by The Chancellor, Masters and Scholars of the University of Cambridge.

The University and CUH inventors specified in Schedule 1 have developed technology relating to the diagnosis, treatment and monitoring of bleeding disorders, including the Patents and the Know-how, and the inventors, CUH, and the University have assigned to CE all their intellectual property rights in the Patents and the Inventors have granted a licence to CE in respect of the Know-how.

The Licensee wishes to acquire rights in relation to the technology to enable the development and commercialisation of Licensed Products in the Field and in the Territory, in accordance with the provisions of this Agreement.

Definitions and Interpretations

Definitions

(i)  has been made or generated by or under the supervision (or co-supervision) of any or all of the Principal Investigators;

(ii)   has been disclosed within [####] of the Commencement Date to CE;

(iii)   is owned and controlled by the University; and

(iv)  has been assigned to CE and that CE is free to licence.

(a)    the price of Licensed Products invoiced by the Licensee or a Sub-Licensee in arm’s length transactions to independent third parties exclusively for money or;

(b)    the price that would have been invoiced if it had been such a transaction

and  in both cases without deduction of any commission paid to a third party but less the following permitted deductions:

(i)  arm’s length trade discounts or credits given for example to wholesalers, buying groups, healthcare companies etc; amounts repaid or credited by reason of rejection, defects or return of Licensed Products; amounts written off for bad debts; and

(ii)   provided the amounts are separately charged on the relevant invoice, any costs of packaging, insurance, carriage delivery and freight, any value added tax or other sales tax, and any import duties or similar applicable government levies.

(a)    any payment received by a Selling Entity for the sale or supply of any Licensed Product between a Selling Entity and another Selling Entity;

(b)    any sums for any products, services or processes that are not Licensed Products.

Interpretation

any reference to a clause or schedule is to the relevant clause of or schedule to this Agreement and any reference to a sub-clause or paragraph is to the relevant sub-clause or paragraph of the clause or schedule in which it appears;

the clause headings are included for convenience only and shall not affect the interpretation of this Agreement;

any reference to “person” or “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);

the singular includes the plural and vice versa; and

words preceding “include”, “includes”, “including” and “included” shall be construed without limitation by the words which follow those words.

Schedules

Grant of rights

Licences

an exclusive licence under the Patents (with the right to sub-license, subject to Clause 2.3 below) to develop, manufacture, have manufactured, sell, supply and make available Licensed Products under this Agreement only in the Field in the Territory; and

an exclusive licence to use the PCI Know-how (with the right to sub-license, subject to Clause 2.3 below), to use, develop, manufacture, have manufactured, sell, supply and make available Licensed Products under this Agreement only in the Field in the Territory; and

a non-exclusive licence to use any Know-how that is not PCI Know-how (with the right to sub-license, subject to Clause 2.3 below), to use, develop, manufacture, have manufactured, sell, supply and make available Licensed Products under this Agreement only in the Field in the Territory.

Formal licences

Sub-licensing

each sub-licence shall

include terms which are equivalent in all material respects to the obligations and limitations imposed on the Licensee under this Agreement (including insurance obligations, the limitation of the Indemnitees’ liability and an indemnity to the Indemnitees)

not exclude the Contracts (Rights of Third Parties) Act 1999 in respect of any of the Indemnitees;

each sub-licence shall terminate automatically on the termination of this Agreement for any reason subject to the right for Licensee to require CE to agree that if the Agreement terminates for any reason whatsoever and:

where there is only one Sub-Licensee then CE shall immediately upon termination grant to the Sub-Licensee a new licence on terms identical to the terms of this Agreement; and

where there is more than one Sub-Licensee, then CE shall offer to grant to the Sub-Licensees a new direct licence on terms identical to each Sub-Licensee’s sub-licence, provided however that the new licence shall:

grant rights in relation to the Licensed Technology only;

provide for CE to be entitled to take over the prosecution, maintenance and enforcement of the patents comprised in the Licensed Technology (unless agreed otherwise with the Sub-Licensees) and for the related costs of CE to be borne equally by the Sub-Licensee(s);

not impose any obligation on CE that is not included in this Agreement and

have the same financial terms as those in this Agreement,

within [####] of the grant of any sub-licence the Licensee shall provide to CE a true copy of it redacted, to the extent required by any Sub-licensee, in respect of any financial provisions, and without limiting the Licensee’s obligations under Clauses 4.9 and 4.10;

the Licensee shall be responsible for Sub-Licensees’ conduct and any breach of a sub-licence as if it had been a breach by the Licensee under this Agreement and the Licensee shall indemnify CE against any loss, damages, costs, claims or expenses which are awarded against or suffered by CE as a result; and

for the avoidance of doubt, all Sub-Licensees shall be treated as sub-licensees of the Licensee for the purposes of this Agreement, whether the rights are granted directly by the Licensee or by any Sub-Licensee.

Affiliates

Reservation of rights

There is reserved for the University, CUH and the Inventors an irrevocable, world-wide, royalty-free, right to use the Patents and PCI Know-how in the Field for

publication and teaching;

academic research;

as background intellectual property for any academic research project; and

clinical patient care;

For the avoidance of doubt, academic research includes use of the Patents and PCI Know-how in the Field

for research into clinical patient care;

to investigate, develop and provide materials for research purposes; and °

as background intellectual property for any research pursuant to EC or other government, public or charitable research funding, and applications for the same.

Except for the rights expressly set out in this Agreement, no licence is granted in respect of the Licensed Technology or any other technology or patents of CE regardless of whether such technology or patents are dominant or subordinate to the Licensed Technology and all rights, title and interest in and to the Licensed Technology throughout the world now or hereafter are and shall remain the exclusive property of CE.

Licensing of Improvements

Subject to the provisions of this Agreement, CE shall forthwith upon its creation give Licensee a written notice describing the Licensable Improvement and shall grant the Licensee (if the Licensee so requests) a licence in respect of the Licensable Improvements with the right to sub-license, subject to Clause 2.3, to use, develop, manufacture, have manufactured, sell, supply and make available Licensed Products only in the Field in the Territory.

Any licence to a Licensable Improvement under this clause shall;

be exclusive with respect to any patents or patent applications or Improvements to those materials that form part of the PCI Know-how and non-exclusive with respect to any other Know-how;

require that the Licensable Improvement be considered Licensed Technology under this Agreement, and subject to the obligations set out in clause 3.2 with respect to any Improvements to PCI Know-how and Know-how;

establish the responsibility of the Licensee for determining the scope and nature of any patent or other protection, such protection to be obtained at the Licensee’s cost; and

be effective automatically on the written acknowledgement by the Licensee to CE of a notice describing the Licensable Improvement from CE.

CE has procured written agreement from the Principal Investigators: (i) that they shall notify Licensee of their plans to conduct or supervise any research that may lead to the development of a Licensable Improvement; and (ii) that they shall also take appropriate steps and have in place appropriate written agreements to ensure that CE shall have any and all rights (including of ownership or control of such rights passing to the University and assigned to CE) required to license said Licensable Improvements to Licensee under this Agreement.

Assignment on Share Sale

Confidentiality

Provision of Know-how

arrange for and the Principal Investigators to supply the Licensee with all Know-how in their possession and that has not previously been disclosed to the Licensee and which is reasonably necessary or desirable to enable the Licensee to exercise its rights under Clause 2.1. The method of such supply shall be agreed between the Principal Investigators and the Licensee and (in respect of the Inventors) shall fall under consultancy agreements to be entered into between the Inventors and the Licensee;

deliver up to Licensee copies (in hard copy or electronic format) of relevant documents, material or other information related to the filing, prosecution and maintenance of the Patent including all files (including all correspondence with and advice from internal or external patent attorney’s related to the aforementioned and the filing strategy to be adopted); and

transfer all the Materials forming part of the PCI Know-how in its possession or control relating to the Licensed Technology, control of such Materials shall pass to Licensee upon the Commencement Date.

Parties to treat Know-how as confidential

Confidentiality

PCI Know-how may not be disclosed by either Party (irrespective of which Party is the discloser) except as expressly provided for Clause 3.3(d);

no Confidential Information of the Disclosing Party may be used by the Recipient Party for any purpose other than the performance of the Recipient Party’s obligations or the exercise of the Recipient Party’s rights under this Agreement;

no other Confidential Information disclosed by one Party (“Disclosing Party”) to the other Party (“Recipient Party”) under this Agreement may be disclosed by the Recipient Party to any person; and

Clauses 3.3(a), 3.3(b) and 3.3(c) shall not apply to Confidential Information disclosed;

to employees, officers, directors, auditors of the Recipient Party or the University or CUH requiring the Confidential Information for the purposes of this Agreement;

with the prior written consent of the Disclosing Party which consent may be given or withheld in its absolute discretion;

to actual or potential customers or sub-licensees for Licensed Products in so far as such disclosure is necessary to promote the sale or use of Licensed Products;

if the Recipient Party is advised it is required to do so by law (including the Freedom of Information Act 2000 or Environmental Information Regulations) or stock exchange; or

if the Recipient Party is required to do so in connection with legal proceedings relating to this Agreement.

Use of Confidential Information

Disclosing Confidential Information

do not disclose or use the Confidential Information except in the circumstances permitted in Clauses 3.3(d) or 3.4; and

sign a written confidentiality undertaking on terms as least as restrictive as that binding the Recipient Party.

Exceptions to confidentiality obligations

Clauses 3.2, 3.3 and 3.4 do not apply to Confidential Information which:

is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to the Disclosing Party;

the Recipient Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party (unless that knowledge arose from disclosure of information in breach of an obligation of confidence).

For the avoidance of doubt the Licensee acknowledges that:

CE is required to inform the Inventors, CUH and any others entitled to a share in CE receipts under this Agreement (including persons other than CE employees) of the basis of CE’s calculation of the share due; and

for the purpose of academic publication any Inventors and any others who contributed to the creation or development of the Licensed Technology may have to declare to the publisher and in publications that the Licensee is licensed in respect of the Licensed Technology and that income from exploitation of the Licensed Technology has or may be received.

Return of Confidential Information and survival of confidentiality obligations

The Recipient Party must return promptly to the Disclosing Party if so requested all documents or other materials containing or referring to Confidential Information which are in the Recipient Party’s possession, power or control or in the possession, power or control of persons who have received Confidential Information from the Recipient Party under Clause 3.3(d)(1), 3.3(d)(ll) or 3.3(d)(l 11). This Clause 3.7(a) shall not apply to Know-how unless termination occurs in accordance with Clauses 8.2, 8.3 or 8.4.

The provisions of Clauses 3.2 to 3.7 inclusive will survive the expiry or earlier termination (for whatever reason) of this Agreement for a period of five years.

Payments

Initial payment and reimbursement of patent costs

the non-refundable, non-deductible sum of [####]; and

the sum of [####] in reimbursement of external receipted costs in connection with obtaining patent protection prior to the Commencement Date.

Net Sales Value Reporting Calculation

Royalties on Licensed Products (including those sold by Sub-Licensees)

[####]; and

[####].

Royalty Stacking

Milestone payments

[####]

[####]

Annual licence fees

[####]

[####]

Equity

On or before the Commencement Date the Licensee shall issue and shall deliver to CE evidence of ownership of a total of [####] its ordinary shares (the “Shares”) in the name of CE and CE shall pay the par value for the Shares (£[####] for [####] ordinary shares at [####] per share). Clause 2.1 (the grant of the Licence) shall not become effective until CE has received both the evidence of the ownership of the Shares and also payment of the sums specified under clause 4.1.

The Licensee undertakes to CE that, at the Commencement Date, the aggregate number of the Shares will be not less than [####] of Licensee’s issued share capital calculated on a “Fully Diluted Basis”. For purposes of this clause “Fully Diluted Basis” shall mean that the total number of issued shares shall be calculated to include conversion of all securities which are convertible into ordinary shares, the issue of shares to be allocated to the Inventors, the exercise of all then outstanding options and warrants to purchase shares (including the options to be granted to the Inventors), whether or not then exercisable, and shall assume the issuance or grant of all shares reserved for issuance pursuant to any company share option plan in effect on the date of the calculation.

The Licensee shall provide promptly such information as CE may reasonably request from time to time to enable CE to assess and monitor the development of the Licensee company (and any subsidiaries) and the value of CE’s shareholding. This is likely to include an annual request of the following information for the [####] prior to the request:

the most recently audited company accounts (and where they are more than [####] old the most recent management accounts also);

shares, securities and options issued to University or CUH employees; and

where CE shareholding is [####] or more of the issued share capital on a Fully Diluted Basis the most recent version of the share capitalisation table, including the impact of options for management and funders.

Payment terms and price index

Payments shall be made in accordance with Schedule 2 Part A.

The Licensee shall be responsible for collecting and paying to CE all payments due to CE in respect of sub-licensing or exercise of rights by Affiliates, including Royalties.

All consideration and any other monies due under this Agreement are exclusive of Value Added Tax which where applicable shall be paid by the Licensee to CE. All payments shall:

be made in pounds sterling by telegraphic transfer to the account of [####];

in the event of a change in the national currency of the United Kingdom, be converted from pounds sterling into the new national currency of the United Kingdom at the buying rate of such new currency as quoted by Barclays Bank plc in London on the day when such currency change comes into force;

in the case of monies received by the Licensee from sales or sub-licensing in a currency other than pounds sterling, be calculated in the other currency and then converted into the national currency of the United Kingdom at the buying rate of such other currency as quoted by Barclays Bank plc in London as at the close of business on the last business day of the Payment Period with respect to which the payment is made;

be made by the due date, failing which CE may charge reasonable debt recovery costs together with interest on any outstanding amount on a daily basis, compounded quarterly, from the day after the due date until payment at the statutory rate in force on the due date under the Late Payment of Commercial Debts (Interest) Act 1998; and

be made in full without deduction of taxes, charges or duties, including bank charges or income tax.

Financial Reports

Financial Reports (including nil reports) are required as set out in Schedule 2 when the first sale of a Licensed Product occurs, annually beforehand, and when a payment is made.

Each payment shall be accompanied by a financial report in the form set out in Schedule 2 Part B. Such reports shall include details of payments due in respect of sub-licensing.

The Licensee shall report to CE the date of first sale of a Licensed Product within [####] of its occurrence and (in accordance with Clause 4.2) all disposals of Licensed Product thereafter. The Licensee shall also provide on requests such statistics as CE may reasonably require in relation to the disposal of Licensed Products over the whole or any part of the Term.

Records

The Licensee shall keep at its normal place of business and cause Sub-Licensees and its Affiliates similarly to keep all information used to calculate payments due to CE under this Agreement including detailed and up to date records and accounts showing the quantity, description and value of Licensed Products sold by it, Sub-Licensees and its Affiliates, and the amount of Other Income received by it, on a country by country basis. The Licensee shall keep these records separate or otherwise make them extractable easily from its other business records and shall not dispose of them until after the [####] of their creation.

The Licensee shall make such information available, on reasonable notice, for audit during business hours by CE’s duly authorised representative for the purpose of verifying the accuracy of any report given by the Licensee to CE under this clause 4. The representative shall be required to keep confidential all information learnt during any such inspection, and to disclose to CE only such details as may be necessary to report on the accuracy of the Licensee’s financial reports. CE shall be responsible for the representative’s professional charges unless the representative certifies that there is an inaccuracy of more than [####] in any financial statement, in which case the Licensee shall pay the charges in respect of that inspection. The Licensee shall pay any underpayment reported by the representative within [####] of receipt of a CE’s invoice requiring payment for the same.

The Licensee shall ensure that CE has the same rights as those set out in this Clause 4.10 in any sub-licence of any of the Licensed Technology granted pursuant to this Agreement.

Commercialisation obligations and reports

Commercialisation

Commercialisation Reports

the projected and actual dates of first sale of a Licensed Product; (b) Planned Sales during the period covered by the report; (c) Milestone progression;

a summary of activities taken by the Licensee in the last [####], and to be taken in the next [####], to develop and commercially exploit the Licensed Technology ;

sub-licences granted and rights granted to Affiliates during the period covered by the report;

any other income invoiced or received during the period covered by the report;

the commercial and public benefit which the Licensee believes that the Licensed Technology has created or stimulated; and

certification of insurance cover maintained (types and levels).

Commercial Diligence Disputes

If CE considers at any time during the Term that the Licensee has not fulfilled its obligations pursuant to Clause 5.1 or 5.2 CE may issue notice to the Licensee to that effect.

Within in [####] of receipt of such a notice the Licensee shall provide CE with evidence that the Licensee complied with its obligations pursuant to Clause 5.1 or 5.2.

If the evidence provided by the Licensee to CE does not satisfy CE that the obligations in Clause 5.1 or 5.2 have been met, the Parties shall then engage in good faith negotiations to determine whether there has been a breach of Clause 5.1 or 5.2 and if so what specific action the Licensee should now take (“Specific Action”) in order to address CE’s concerns and secure compliance. The Licensee shall take any agreed Specific Action within [####] of agreement.

If the negotiations fail to reach agreement within [####] or if the Licensee has not initiated an agreed Specific Action within [####] of agreement, then CE may initiate a formal mediation as set out in Clause 9 (Dispute Resolution).

In the event that [####] after the conclusion of the Mediation process period CE does not accept that the Licensee has complied with Clause 5.1 and/or 5.2 or that the Licensee has taken an agreed Specific Action within [####], then the dispute may be resolved by a court of a competent jurisdiction in accordance with Clause 9 and Clause 10.7.

CE’s right to terminate

Intellectual property

Patent protection

The Licensee shall at its own cost and expense:

endeavour, in its sole and reasonable discretion but always subject to the Licensee’s obligations under Clause 5.1, to obtain valid patents in the name of CE pursuant to each patent application listed in Schedule 1 so as to secure the broadest monopoly reasonably available including the filing of divisional applications where appropriate including in the jurisdictions set out in Schedule 1; and

pay all renewal fees in respect of the Patents as and when due; and

ensure that CE receives copies of all correspondence concerning each patent application listed in Schedule 1,

CE shall grant the Licensee and its agents such powers of attorney and other permissions as the Licensee may reasonably require in order to carry out the filing, prosecution and maintenance of patents and patent applications pursuant to this Clause 6.1. The Licensee shall not be responsible for any acts or omissions relating to the filing, prosecution or maintenance of the Patents prior to the Commencement Date.

Specified European Jurisdictions

Infringement of the Patents

Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field.

Subject to Clause 6.3(c), the Licensee shall be entitled to take legal or other action against any third party to enforce the Patents at its sole expense. If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with CE’s other licensees (if any) in relation to any such action.

Before starting legal action in accordance with Clause 6.3(b) or agreeing to any settlement, the Licensee shall consult CE and take its views into account about the advisability of the action or settlement, its effect on the University and CE’s reputation and good name, the effect on any other CE licensees of any of the Licensed Technology, the public interest and how the action should be conducted. Any monetary recovery from any legal or other action shall be dealt with as follows:

Each Party shall be reimbursed any expenses reasonably incurred in securing the sums recovered.

If the infringer is granted a sub-licence (either under Clause 2.3 or with CE’s consent) CE shall receive [####] of the balance of any upfront payment made in connection with such sub-licence, after reimbursement of expenses, provided however that if, at the time of the sub-licence grant, the royalty stacking provision in Clause 4.4 is operating to reduce the royalty payable [####], then such lower percentage shall apply.

In the event that the Licensee is unsuccessful in persuading the alleged infringer to desist or fails to have initiated an infringement action within [####] of the Licensee first becoming aware of the basis for such action, CE shall have the following rights, at its sole discretion:

to prosecute such infringement under its sole control and its sole expense, and any recovery obtained shall belong to CE;

to seek interim relief.

Infringement of third party rights

If any warning letter or other notice of infringement is received by a Party, or legal action is brought against a Party, alleging infringement of third party rights in the manufacture, use or sale of any Licensed Product or use of any Patents, that Party shall promptly provide full details to the other Party, and the Parties shall discuss the best way to respond.

The Licensee shall have the right but not the obligation to defend such action and shall have the right to settle with such third party, provided that if any action or proposed settlement involves the making of any statement, express or implied, concerning the validity of any Patent or the confidentiality of the Know-how, the consent of CE must be obtained before taking such action or making such settlement.

Warranties and liability

Status of Licensed Technology and responsibility for development of Licensed Products

No representations or warranties

The Licensee acknowledges that CE has not performed any searches or investigations into the existence of any third party rights, which may affect any of the Licensed Technology and that in entering into this Agreement it does not do so in reliance on (and shall have no remedy in respect of) any representation, warranty or other provision, except as expressly provided in this clause, in which case any remedy shall be limited to an action for breach of contract under the terms of this Agreement.

CE warrants that,

with the exception of the rights reserved in Clause 2.5(a), the University, CUH and the Inventors have assigned to CE all their intellectual property rights in the Patents and have licensed to CE the Know-how;

having made reasonable enquiries of the University, CUH and the Inventors (and having secured written representations from them), CE is not aware that any third parties have any legal, financial, commercial or other equitable interest in the Licensed Technology through the provision of funding of research that generated the Licensed Technology;

the Patents and PCI Know-how have not been licensed to any person, or charged or encumbered;

to the best of its knowledge and belief the Inventors are the only actual devisors of the inventions claimed in the Patents;

CE, and as far as CE is aware the University and CUH, do not own or control any other material intellectual property other than the Licensed Technology relating to the use of modified serpins for the treatment of bleeding disorders which is the subject of the inventions claimed in the Patents;

to the best of its knowledge and belief CE is the sole owner of the Patents and has the right and authority to enter into this Agreement;

to the best of its knowledge and belief the execution and delivery of this Agreement and the performance of the transactions contemplated hereunder have been duly authorized by all necessary corporate actions;

to the best of its knowledge and belief the performance by CE of any of its obligations hereunder does not conflict with, or constitute a breach or a violation of any other contractual obligation to which it is a party.

Except as provided by Clause 7.2(b) CE makes no representations or warranties of any kind, express or implied, concerning the Licensed Technology including

as to the satisfactory quality or fitness for a particular purpose

as to the absence of latent or other defects, whether or not discoverable

as to the validity or scope of the Patent or

that the exploitation of the Licensed Technology or any Licensed Product will not infringe any patents or other intellectual property rights of a third party.

The limitations and exclusions in this Agreement shall not apply in respect of claims for personal injury or death caused by negligence of the Indemnitees or in respect of fraud or fraudulent misrepresentation.

In respect of any damages or expenses of whatsoever nature and howsoever arising (including in contract, tort, negligence or for breach of statutory duty or misrepresentation) in connection with any use of the Licensed Technology or the manufacture, use or sale of or any other dealing in the Licensed Products or otherwise in connection with this Agreement or any relationships established by it:

the aggregate liability of the Indemnitees and the Licensee shall be limited to [####], whichever shall be the highe provided however that this limitation (I) shall, in relation to any breach of Clause 3 (Confidentiality), or to any wilful breach of this Agreement, be [####]; and

in no circumstances shall the Indemnitees or the Licensee be liable for any indirect, incidental or consequential damages including any loss of profits, revenue, business opportunity or goodwill.

Notwithstanding anything else in this Agreement the Licensee shall indemnify the Indemnitees in full against all demands, claims, judgements and liability (howsoever arising and whether in contract, tort, negligence or for breach of statutory duty or misrepresentation) for damages, costs, expenses or any other loss of whatsoever nature including damage to property, financial loss, personal injury and death, which is asserted in any claim or threatened claim by any third party against all or any of the Indemnitees and which relates to or arises

from use by the Licensee or any of its Affiliates or any Sub-Licensee or any user of the whole or any part of the Licensed Technology; or

in connection with the manufacture, use or sale of or any other dealing in any Licensed Products by the Licensee or any of its Affiliates or any Sub-Licensee.

If any third party makes a claim, or notifies an intention to make a claim, against an Indemnitee which may reasonably be considered likely to give rise to a liability under the indemnity at Clause 7.3(c)(“Claim”);

the Indemnitee (or CE on behalf of the Indemnitee) shall as soon as reasonably practicable, give written notice of the Claim to the Licensee, specifying the nature of the Claim in reasonable detail;

CE hereby agrees that the Licensee shall have full conduct of such Claim provided that the Licensee keeps CE fully informed and consults CE about the conduct of such Claim. For the purposes of this clause “consults” shall mean that the Licensee shall give full consideration to CE’s reasonable representations without being bound to follow such representations.

The Licensee shall have no right to settle any such Claim without the agreement in writing of CE. In the event that CE does not agree to any settlement of such Claim proposed by the Licensee (such agreement not to be withheld unreasonably), the Licensee’s obligation to indemnify CE shall be limited to any amounts incurred and due to CE under the indemnity up to the date of the proposed settlement, together with the amount of any such proposed settlement.

while the Licensee has conduct of any Claim CE shall not seek to settle or make any admission in respect of any such Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Indemnitee (or CE on behalf of the Indemnitee) may settle the Claim (after giving prior written notice of the terms of settlement, to the extent legally possible, to the Licensee, but without obtaining the Licensee’s consent) if the Indemnitee or CE reasonably believe that failure to settle the Claim would be prejudicial to the Indemnitee in any material respect.

the Indemnitee (or CE on behalf of the Indemnitee) shall give the Licensee and its professional advisers reasonable access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnitee, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee’s expense) for the purpose of assessing the Claim; and

subject to the Licensee providing security to the Indemnitee (or CE on behalf of the Indemnitee) to the Indemnitee’s or CE’s (as applicable) reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Licensee may reasonably request to avoid, dispute, compromise or defend the Claim.

Duration and termination

Term

Early termination by the Licensee

Early termination by CE

forthwith by giving written notice to the Licensee if the Licensee or any of its Affiliates or any Sub-Licensee commence(s) legal proceedings, or assist(s) any third party to commence legal proceedings, to challenge the validity or ownership of any of the Patents;

as provided in Clause 5.4

Early termination by either Party

the other Party has materially breached this Agreement (and for the avoidance of doubt non-payment of any material sum by the Licensee under clause 4 shall be deemed a material breach) and, in case of a remediable breach other than a persistent breach, has failed to remedy that breach within thirty days of the date of service of a written notice from the other Party specifying the breach and requiring that it be remedied;

the other Party ceases to carry on business, is unable to pay its debts when they fall due, is declared bankrupt, or an order is made or a resolution passed for the winding up of that other Party or for the appointment of an administrator, receiver, liquidator or manager of that other Party; or

if the force majeure event as defined in Clause 10.1 continues for longer than 6 months, either Party shall have the right to terminate this Agreement by serving written notice on the other.

Consequences of termination

Upon termination of this Agreement for any reason otherwise than in accordance with Clause 8.1:

(except where CE terminates under Clause 8.4) the Licensee, its Affiliates, and Sub-Licensees shall be entitled to sell, use or otherwise dispose of (subject to payment of royalties under Clause 4.3) any unsold or unused stocks of the Licensed Products for a period of [####] following the date of termination;

subject to Clause 8.5(a)(1) above, the Licensee shall no longer be licensed to use or otherwise exploit in any way either directly or indirectly any of the Licensed Technology

subject to Clause 8.5(a)(1) above, the Licensee shall consent to the cancellation of any formal licence granted to it or of any registration of it in any register in relation to any of the Patents;

each Party shall return to the other (or destroy at the other’s request) all Confidential Information disclosed to it by the other and all materials containing any Confidential Information in its possession or control (including, in the case of the Licensee, in the possession or control of its Sub-Licensees); and

upon CE’s request (if Licensee has not terminated pursuant to Clause 8.4) the Licensee shall (to the extent it is able having regard to obligations to third parties) notify CE of the nature of any materials, details of all technical processes, manufacturing data, improvements, information, know-how and results relating to the Licensed Technology created or developed by the Licensee or sub-contractors or Sub-Licensees that may be reasonably required by CE to arrange for the further exploitation of the Licensed Technology (provided always that the Licensee shall only be required to use reasonable endeavours to seek to incorporate appropriate access and exploitation provisions into its agreements with Sub-Licensees). The Parties shall negotiate in good faith without delay for up to [####] the terms of an agreement between them on reasonable commercial terms to enable CE to arrange for the further exploitation of the Licensed Technology and Licensed Products as they exist at the date of termination.

If the Parties are unable to agree the terms of an agreement as described in Clause 8.5(a)(V) CE may initiate the procedure in Clause 9.

The expiry or termination of this Agreement does not affect any rights or obligations of either Party which have arisen or accrued up to and including the date of expiry or termination including the right to payment under this Agreement.

Clauses 2.3(d), 2.4, 2.5, 3.2 to 3.7, 4 (in respect only of payments due on or before termination or under Clause 8.5(a)(1)), 7, 8.5, 9 and 10 survive expiry or termination (for whatever reason).

Dispute resolution

General

Force majeure

Notwithstanding any other provision of this Agreement, no Party need act if it is impossible to act due to force majeure, meaning any cause beyond its control (including war, riot, natural disaster or law taking effect after the date of this Agreement). A Party affected by force majeure agrees to notify the other Party promptly after it determines that it is unable to act.

A Party has no responsibility or liability for any loss or expense suffered or incurred by the other Party as a result of its not acting for so long as the force majeure under Clause 10.1 continues. However, the non-performing Party agrees to make reasonable efforts to avoid or remove the circumstances giving rise to the force majeure and agrees to continue performance under this Agreement promptly when they are removed.

Assignment

Save as provided by Clause 10.2(b) and 10.2(c) neither Party may assign, transfer, charge or deal in any other manner with this Agreement nor purport to do so without the prior written consent of the other Party.

CE may assign the whole or any of its rights and obligations under this Agreement in conjunction with any assignment of the Patents and the licence to the Know-how provided that CE’s assignee shall undertake to be bound by and perform CE’s obligations under this Agreement. CE shall notify the Licensee of any assignment under this Agreement.

The Licensee may assign all its rights and obligations under this Agreement where the assignment is connected with the transfer of all or substantially all of the Licensee’s assets to a single purchaser and provided such purchaser undertakes to CE to be bound by and perform the obligations of the Licensee under this Agreement and is capable of performing such obligations. The Licensee shall notify CE of any such assignment.

Waiver

Invalid clauses

No agency

Notices

if delivered by hand, at the time of the delivery unless delivered after 5pm in the place of receipt or on a non-business day, in which case the notice is deemed to have been given at 9am the next business day;

if sent by pre-paid first class post from within the United Kingdom, three business days after posting (or seven business days if posted from outside the United Kingdom); and

if sent by facsimile, at the time the facsimile is received shown in the transmission report as the time that the whole facsimile was sent unless received after 5pm in the place of receipt or on a non-business day, in which case the notice is deemed to have been given at 9am the next business day.

Law and jurisdiction

Further action

Announcements

is required to be made by law or by a stock exchange;

is made in a report to funders or in an annual report of CE, CUH, the University or one of the University’s departments or

falls within the terms of Clause 3.6(b).

Entire agreement

Third party rights

Export Control Regulations

“Export Control Regulations” mean any United Nations trade sanctions or EU or UK legislation or regulation, from time to time in force, which impose arms embargoes or control the export from the United Kingdom of goods, technology or software, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use but which can be used for military purposes) and certain drugs and chemicals.

The Licensee shall ensure that, in using the Licensed Technology and in selling Licensed Products, it shall not and nor shall its employees or sub-contractors or Affiliates or any Sub-Licensee directly or indirectly breach or compromise compliance with any Export Control Regulations.

Non-use of names and marking of Licensed Products

Consent is not needed to state that CE has granted the Licensee a licence to use the Licensed Technology to make and supply Licensed Products. In all other cases the Licensee shall not use and shall ensure that Sub-Licensees and its Affiliates do not use (including in any advertising, promotional or sales materials) the name, any adaptation of the name, any logo, trademark or other device of

the “University of Cambridge” unless it has first obtained in each case the University’s prior written consent;

“Cambridge Enterprise Limited” or of the Inventors or Principal Investigator unless it has first obtained in each case CE’s prior written consent.

To the extent commercially feasible the Licensee shall mark and cause Sub-Licensees and its Affiliates to mark each product with the number of each issued patent which applies to it.

Insurance

Legal Compliance

J.M Grimshaw

Head of Physical Sciences

7 Dec 2016

/s/ Kevin Johnson

Kevin Johnson

Chairman

Payment.

Paragraph 6.8 shall be deleted in its entirety and replaced with the following language:

Paragraph 6.11 shall be deleted and replaced with the following:

If to JHU:

Executive Director, Technology Transfer

Johns Hopkins Technology Ventures

With a copy to:

If to COMPANY:

THE JOHNS HOPKINS UNIVERSITY

APCINTEX LIMITED

By: /s/ Steve Kousouris

By: /s/ Jim Huntington

Name: Steven L Kousouris

Name: Jim Huntington

Title: Executive Director, Technology

Title: CEO

Transfer Johns Hopkins Technology Ventures

Date: 12/3/2018 | 1:54 PM EST

Date: 4 Dec 2018

THE TRUSTEES OF THE

UNIVERSITY OF PENNSYLVANIA

By: /s/ John S. Swartley

Name: John S. Swartley, Ph.D.

Title: Associate Vice Provost for

Research and Managing Director, Penn

Center for Innovation

Date: 12/3/2018 | 2:01 PM EST