License Agreement, dated as of October 3, 2019, by and between the Regents of the University of California and the Registrant

BACKGROUND

1.

DEFINITIONS

2.

GRANT

3.

SUBLICENSES

4.

PAYMENT TERMS

5.

LICENSE ISSUE FEE

6.

LICENSE MAINTENANCE FEE

7.

PAYMENTS ON SUBLICENSES

8.

EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES

9.

MILESTONE PAYMENTS

10.

DUE DILIGENCE

11.

PROGRESS AND ROYALTY REPORTS

12.

BOOKS AND RECORDS

13.

LIFE OF THE AGREEMENT

14.

TERMINATION

15.

USE OF NAMES AND TRADEMARKS

16.

LIMITED WARRANTY

17.

LIMITATION OF LIABILITY

18.

PATENT PROSECUTION AND MAINTENANCE

19.

PATENT MARKING

20.

PATENT INFRINGEMENT

21.

INDEMNIFICATION

22.

NOTICES

23.

ASSIGNABILITY

24.

FORCE MAJEURE

25.

GOVERNING LAWS

26.

GOVERNMENT APPROVAL OR REGISTRATION

27.

COMPLIANCE WITH LAWS

28.

CONFIDENTIALITY

29.

MISCELLANEOUS

APPENDIX A: PATENT MANAGEMENT AGREEMENT BETWEEN UCSF AND UFRF

UC CASE NO. [**]

APPENDIX B: CONSENT TO SUBSTITUTION OF PARTY

“Affiliate” of the Licensee means any entity which, directly or indirectly, Controls the Licensee, is Controlled by the Licensee or is under common Control with the Licensee. “Control” means (i) having the actual, present capacity to elect a majority of the directors of such affiliate; (ii) having the power to direct at least fifty percent (50%) of the voting rights entitled to elect directors; or (iii) in any country where the local law will not permit foreign equity participation of a majority, ownership or control, directly or indirectly, of the maximum percentage of such outstanding stock or voting rights permitted by local law.

“Field of Use” means all fields.

“Licensed Method” means any process, art or method the use or practice of which, but for the license granted in this Agreement, would infringe, or contribute to, or induce the infringement of, any Patent Rights in any country were they issued at the time of the infringing activity in that country.

“Licensed Product(s) “ means any product, including, without limitation, a product for use or used in practicing a Licensed Method and any product made by practicing a Licensed Method, the manufacture, use, Sale, offer for Sale or import of which, but for the license granted in this Agreement, would infringe, or contribute to, or induce the infringement of, any Patent Rights in any country were they issued at the time of the infringing activity in that country.

“Licensed Service(s)” means any service provided for consideration (whether in cash or any other form), when such service (i) involves the use of a Licensed Product; or (ii) involves the practice of a Licensed Method.

“Net Sale” means the total amount invoiced (including fair market value of any non-cash consideration) by Licensee or by any Affiliate or Sublicensee on account of Sales of Licensed Product or Licensed Services, after deduction of all the following in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) to the extent applicable to such Sales:

trade, quantity and cash discounts or rebates, chargebacks, actually allowed or taken;

allowances or credits given for rejection or for return of previously sold Licensed Product or outdated Licensed Product;

amounts repaid or credited by reason of rejection, defects, recalls, or returns or because of chargebacks, refunds, rebates or retroactive price reductions;

discounts mandated by, or granted solely to meet the requirements of law, including required chargebacks and retroactive price reductions required by law;

bad debts and uncollectible receivables;

any tax or other governmental charge (including without limitation custom surcharges) borne by and not reimbursed to the Licensee other than income tax levied on the Sale, transportation or delivery of Licensed Product, and

any charges for packing, handling, freight, insurance, transportation and duty charges borne by the seller.

“Patent Rights” means the Valid Claims of, to the extent assigned to or otherwise obtained by The Regents, the following United States patents and patent applications:

UC Case Number

United States Application Number

Priority Date

[**]

[**]

“Sale” means the act of selling, leasing or otherwise transferring, providing, or furnishing for use for any consideration.

“Sublicensee” means any person or entity (including any Affiliate) to which any of the license rights granted to the Licensee hereunder are granted a sublicense or an option to a sublicense. For avoidance of doubt, all sublicensees of Sublicensees are considered Sublicensees of the Regents under this Agreement in accordance with Article 3 (Sublicenses).

“Sublicensing Revenues” means amounts (including, without limitation, any licensing or optioning fees, or license maintenance fees, or milestone payments, and fair market value of any non-cash consideration), received by or payable to the Licensee from any Sublicensee under a sublicense of the Licensee’s rights under this Agreement, provided that Sublicensing Revenues will not include amounts received by or payable to the Licensee that are reasonably and fairly attributable to any of the following to the extent that each is bona fide: (a) debt financing of the Licensee, (b) amounts received by the Licensee as the purchase price, at fair market value, for equity securities (including stock

“Valid Claim” means a claim of a patent or patent application in any country that (i) has not expired; (ii) has not been disclaimed; (iii) has not been cancelled or superseded, or if cancelled or superseded, has been reinstated; or (iv) has not been revoked, held invalid, or otherwise declared unenforceable or not allowable by a tribunal or patent authority of competent jurisdiction over such claim in such country from which no further appeal has or may be taken; and, for any of i-iv above, (v) has not been pending for more than [**] after the date of issuance of the first office action on any patent application under Patent Rights, on a country-by-country basis.

Subject to the limitations and other terms and conditions set forth in this Agreement including the license granted to the United States Government and those reserved by The Regents set forth in the Background and in Paragraphs 2.2.1 (obligations to the United States Government) and 2.4 (Government Requirements) , The Regents grants to the Licensee a worldwide, license under all of its rights in and to the Patent Rights to make, have made, use, Sell, offer for Sale and import Licensed Products, to provide Licensed Services, and to practice Licensed Methods, in the United States and in other countries where The Regents may lawfully grant such licenses, only in the Field of Use. So long as this Agreement is in effect, other than as specified in Section 2.3 (Reservation of Rights), The Regents shall not grant any other licenses for the Patent Rights. For the avoidance of doubt, The Regents grant under this Article 2 and under this Agreement does not include, (i) UFRF rights to the Invention; and, (ii) UFRF rights under Patent Rights.

The license granted in Paragraph 2.1 is subject to the following:

The obligations to the United States Government under 35 U.S.C. §§ 200-212 and all applicable governmental implementing regulations, as amended from time to time, including the obligation to report on the utilization of the Invention as set forth in 37 CFR. § 401.14(h), and all applicable provisions of any license to the United States Government executed by The Regents; and

the National Institutes of Health “Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources,” 64 F.R. 72090 (Dec. 23, 1999), as amended from time to time.

Reservation of Rights. The Regents reserves and retains the right (and the rights granted to the Licensee in this Agreement shall be limited accordingly) to make, use and practice the Invention, and any technology relating to any of the foregoing and to make and use any products and to practice any process that is the subject of the Patent Rights (and to grant any of the foregoing rights to other educational and non-profit institutions) for educational and research purposes only, and including publication and other communication of any research results.

Permitted Sublicensing. The Regents also grants to the Licensee the right to sublicense to third parties (including to Affiliates) the rights granted to the Licensee hereunder, as long as the Licensee has current rights thereto under this Agreement. Each Sublicensee must be subject to a written sublicense agreement. All sublicenses will include all of the rights of, and will require the performance of all the obligations due to, The Regents (and, if applicable, the United States Government and other sponsors), other than those rights and obligations specified in Article 5 (License Issue Fee), Article 6 (License Maintenance Fee) and Paragraph 8.3 (Minimum Annual Royalty) and Paragraphs 18.3 and 18.4 (reimbursement of Patent Prosecution Costs). For the purposes of this Agreement, the

Sublicensee of a Sublicensee. For the purpose of this Agreement, all sublicensees of Sublicensees are (i) considered as Sublicensees of the Regents; and (ii) shall be subject to all the terms and conditions applicable to a Sublicensee under this Agreement; and (iii) shall pay all royalty and fees applicable to a Sublicensee under this Agreement. Licensee shall remain fully liable to the Regents for all acts and obligations of such Sublicensee and, acts of such Sublicensee shall be considered acts of the Licensee.

Sublicense Requirements. The Licensee shall provide The Regents with a copy of each sublicense issued within [**] of execution of such sublicense or sublicense amendment; collect and guarantee payment of all payments due The Regents from Sublicensees; and summarize and deliver all reports due The Regents from Sublicensees.

Mandatory Sublicensing. If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to be a Sublicensee, Licensee will, at The Regents’ request, negotiate in good faith with any such company. The Regents would like licensees to address unmet needs, such as those of neglected patient populations or geographic areas, giving particular attention to improved therapeutics, diagnostics and agricultural technologies for the developing world.

License Termination. Upon termination of this Agreement for any reason, each sublicense granted by Licensee to a Sublicensee shall remain in effect as a direct license from The Regents to the Sublicensee (each a “New License Agreement”), for the scope of the license granted to such Sublicensee, on the same terms as this Agreement (taking into account any difference in license scope, territory, and duration of sublicense grant), provided that the Sublicensee is not at the time of such termination in breach of its sublicense agreement, is not at the time of such termination an opposing party in any legal proceeding involving The Regents, and that the financial terms of each New Licensee Agreement shall be identical to the corresponding financial terms of this Agreement. In

Payment Obligations. Paragraphs 1.3, 1.4, 1.5, and 1.7 define Licensed Method, Licensed Product, Licensed Service and Patent Rights, so that Earned Royalties are payable on products and methods covered by both pending patent applications and issued patents. Earned Royalties will accrue in each country for the duration of Patent Rights in that country and will be payable to The Regents when Licensed Products or Licensed Services are invoiced, or if not invoiced, when delivered or otherwise exploited by the Licensee or Sublicensee in a manner constituting a Net Sale as defined in Paragraph 1.6. Sublicense Fees with respect to any Sublicensing Revenue shall accrue to The Regents within [**] of the date that such Sublicensing Revenue is due to the Licensee.

Schedule. The Licensee will pay to The Regents all Earned Royalties, Sublicense Fees and other consideration payable to The Regents quarterly on or before [**] (for the calendar quarter ending December 31), [**] (for the calendar quarter ending March 31), [**] (for the calendar quarter ending June 30) and [**] (for the calendar quarter ending September 30) of each calendar year. Each payment will be for Earned Royalties, Sublicense Fees and other consideration which has accrued within the Licensee’s most recently completed calendar quarter.

Currency. All consideration due The Regents will be payable and will be made in United States dollars by check payable to “The Regents of the University of California” or by wire transfer to an account designated by The Regents. The Licensee is responsible for all bank or other transfer charges. When Licensed Products or Licensed Services are Sold for monies other than United States dollars, the Earned Royalties and other consideration will first be determined in the foreign currency of the country in which such Licensed Products or Licensed Services were Sold and then converted into equivalent United States dollars. The exchange rate will be the average exchange rate quoted in the The Wall Street Journal during the last [**] of the reporting period.

Taxes. Sublicense Fees and Earned Royalties on Net Sales of Licensed Products or Licensed Services and other consideration accrued in, any country outside the United States may not be reduced by any taxes, fees or other charges imposed by the government of such country, except those taxes, fees and charges allowed under the provisions of Paragraph 1.6 (Net Sales).

Accrual. In the event that any patent or claim thereof included within the Patent Rights is held invalid in a final decision by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, then all obligation to pay royalties based on that patent or claim or any claim patentably indistinct therefrom will cease as of the date of final decision. The Licensee will not, however, be relieved from paying any royalties that accrued before such final decision and the Licensee shall be obligated to pay the full amount of royalties due hereunder to the extent that The Regents licenses one or more Valid Claims within the Patent Rights to the Licensee with respect to Licensed Products or Licensed Services.

Late Payments. In the event that royalties, fees, reimbursements for Patent Prosecution Costs or other monies owed to The Regents are not received by The Regents when due, the Licensee will pay to The Regents interest at a rate of [**] percent ([**]%) simple interest per annum. Such interest will be calculated from the date payment was due until actually received by The Regents. Such accrual of interest will be in addition to and not in lieu of, enforcement of any other rights of The Regents due to such late payment.

The Licensee will pay to The Regents a license issue fee of [**] dollars ($[**]) within [**] of the Effective Date and [**] dollars ($[**]) within [**] of issuance of the first patent under Patent Rights in any jurisdiction. This fee is non-refundable, non-cancelable and is not an advance or otherwise creditable against any royalties or other payments required to be paid under the terms of this Agreement.

Subject to Paragraph 6.2, the Licensee shall also pay to The Regents a license maintenance fee within [**] of the one-year anniversary of the Effective Date and within [**] of each subsequent anniversary of the Effective Date in an amount equal to:

[**] dollars ($[**]) prior to issuance of the first patent under Patent Rights in any jurisdiction; or

[**] dollars ($[**]) after issuance of the first patent under Patent Rights in any jurisdiction; or

The license maintenance fee is not due on any anniversary of the Effective Date if on that date, the Licensee is Selling or otherwise exploiting Licensed Products or Licensed Services and is paying an Earned Royalty to The Regents on the Net Sales of such Licensed Product or Licensed Service. The license maintenance fee is non-refundable and is not an advance or otherwise creditable against any royalties or other payments required to be paid under the terms of this Agreement.

The Licensee will pay to The Regents the following non-refundable and non-creditable sublicense fees (“Sublicense Fees”) of all Sublicensing Revenues:

[**] percent ([**]%) of all Sublicensing Revenues [**]; and,

[**] percent ([**]%) of all Sublicensing Revenues [**]; and,

[**] percent ([**]%) of all Sublicensing Revenues [**]; and,

[**] percent ([**]%) of all Sublicensing Revenues [**].

Earned Royalty. The Licensee will pay to The Regents an Earned Royalty of [**] percent ([**]%) of the Net Sales of Licensed Product or Licensed Service by the Licensee, Sublicensee, or any Affiliate for all aggregate Net Sales (“Earned Royalty”). Any payments received for Earned Royalty will be non-refundable and non-creditable towards any other payment due to The Regents. In case of documented overpayment, if Licensee gives notice to The Regents within [**] of The Regents’ receipt of such payment, such overpayment can be credited against future royalty payments.

Royalty Offset. In the event Licensee determines it is necessary for the Licensee to obtain a license to patent rights of one or more third parties, that is/are not an Affiliate, in order to practice Licensed Methods and/or make, have made, use, sell, offer to sell or import Licensed Products, and Licensee is required to pay a royalty to both The Regents under this license agreement and the unaffiliated third parties under a separate license agreement in order to practice Licensed Methods and/or to make, have made, use, sell, offer to sell or import Licensed Products, then if the combined royalty due to The Regents and such third party(ies) exceeds [**] percent ([**]%) then the Earned Royalty percentage due to The Regents hereunder will be reduced by the amount determined by the following formula: [**], where “A” equals the total royalty burden percentage due for the Licensed Product (including the Earned Royalty due to The Regents and any royalty due to one or more third parties, that is/are not an Affiliate,), and “B” equals the total number of licenses, including this license and such licenses from all third parties, that is/are not Affiliate(s), provided that in no event will the Earned Royalty due to The Regents be less than [**] percent ([**]%) of the Net Sales of Licensed Product or Licensed Service by the Licensee, Sublicensee, or any Affiliate for all aggregate Net Sales, in any given payment period. The royalty offset under this Paragraph 8.2 does not apply to any licenses obtained by the Licensee for UFRF rights in the Invention.

Minimum Annual Royalty. The Licensee will also pay to The Regents a minimum annual royalty of [**] dollars ($[**]) for the life of Patent Rights, beginning with the year of the first Sale of Licensed Product or Licensed Service. The minimum annual royalty will be paid to The Regents by [**] of each year and will be credited against the Earned Royalty due for the calendar year in which the minimum payment was made. Licensee’s obligation to pay the minimum annual royalty will be pro-rated for the number of months remaining in the calendar year when Sales commence and will be due the following [**] (along with the minimum annual royalty payment for that year), to allow for crediting of the pro-rated year’s Earned Royalties.

With respect to each Licensed Product and each Licensed Service, the Licensee will pay to The Regents the following non-refundable, non-creditable amounts:

[**] dollars ($[**]) upon the [**]; and,

[**] dollars ($[**]) upon [**]; and,

[**] dollars ($[**]) milestone payable the first time annual net sales exceed [**] dollars ($[**]); and,

[**] dollars ($[**]) payable the first time annual net sales exceed [**] dollars ($[**]); and,

[**] dollars ($[**]) when cumulative net sales exceed [**] dollars ($[**]); and,

[**] dollars ($[**]) when cumulative net sales exceed [**] dollars ($[**]).

For the avoidance of doubt, each of the milestone payments set forth in Paragraphs 9.1.1 through 9.1.6 will be payable with respect to each Licensed Product and each Licensed Service and regardless of whether the applicable milestone event has been achieved by the Licensee, Sublicensee, or any Affiliate.

All milestone payments set forth in Paragraphs 9.1.1 through 9.1.6 are due to The Regents within [**] of the occurrence of the applicable milestone event.

The Licensee, upon execution of this Agreement, will diligently proceed with the development, manufacture and Sale of Licensed Products and Licensed Services and will earnestly and diligently market the same after execution of this Agreement and in quantities sufficient to meet the market demands therefor.

The Licensee or a Sublicensee will obtain all necessary governmental approvals in each country where Licensed Products or Licensed Services are manufactured, used, Sold, offered for Sale or imported.

The Licensee will:

[**] for a Licensed Product by [**];

[**] for a Licensed Product or by [**];

[**] for Licensed Product by [**];

[**] such Licensed Product [**]; and

[**].

The Regents recognizes that there are uncertainties associated with the development of therapeutic products and the regulatory process required by the FDA (and foreign regulatory authorities that are equivalent to the FDA), and that it may be necessary from time to time to amend the milestones under Paragraphs 10.3.1 through 10.3.5. Accordingly, The Regents agrees to extend each such milestone under Paragraphs 10.3.1 through 10.3.5 for up to [**] provided that Licensee can demonstrate to The Regents its diligent efforts with supporting documentation, at no cost to the Licensee for the first extension. Additional [**] extensions are available for any milestone provided that Licensee can continue to demonstrate its diligent efforts with supporting documentation and pays an additional extension fee of [**] dollars ($[**]). Each [**] extension will automatically extend all remaining milestones in Paragraphs 10.3.1 through 10.3.5 by [**].

If the Licensee is unable to perform any of the above provisions, then The Regents has the right and option to grant additional commercial licenses to the Patent Rights and/or revoke Licensee’s right to sublicense Patent Rights. This right, if exercised by The Regents, supersedes the rights granted in Article 2 (Grant) and Article 3 (Sublicenses).

Progress Reports. Beginning on [**], and [**] thereafter, Licensee will submit a written report to The Regents covering the Licensee’s (and any Affiliates’ or Sublicensees’) activities related to this Agreement. The report will include information sufficient to enable The Regents to satisfy reporting requirements of the U.S. Government and to ascertain progress by Licensee toward meeting this Agreement’s diligence requirements set forth in Article 10 (Due Diligence). Each report will describe, the amount of funding raised to date, the names and titles of Licensee’s executive leadership team, and where relevant: progress toward commercialization of Licensed Products and Licensed Services, including work completed, key scientific discoveries, summary of work in progress, current schedule of anticipated events or milestones, market plans for introduction of Licensed Products and Licensed Services, and significant corporate transactions involving Licensed Products and Licensed Services.

First Sale. The Licensee will report to The Regents the date of first Sale of a Licensed Product or Licensed Service in each country in its first progress and royalty reports following such first Sale of a Licensed Product or Licensed Service.

Royalty Reports. Beginning with the earlier of (i) the first Sale of a Licensed Product or Licensed Service or (ii) the first transaction that results in Sublicense Fees accruing to The Regents, the Licensee shall make quarterly royalty reports to The Regents on or before each [**] of each year. Each royalty report will cover the Licensee’s most recently completed calendar quarter and will show (a) the gross Sales and Net Sales of Licensed Products and/or Licensed Services Sold during the most recently completed calendar quarter; (b) the number of each type of Licensed Product and/or Licensed Services Sold; (c) the royalties, in U.S. dollars, payable with respect to Sales of Licensed Products and/or Licensed Services; (d) the method used to calculate the royalty; (e) any Sublicense Fees due to The Regents; (f) the exchange rates used; and (g) any other information reasonably necessary to confirm Licensee’s calculation of its financial obligations hereunder.

Entity Status. The Licensee has a continuing responsibility to keep The Regents informed of the large/small business entity status (as defined by the United States Patent and Trademark Office) of itself and its Sublicensees and Affiliates.

Accounting. The Licensee shall keep accurate books and records showing all Licensed Products and Licensed Services manufactured, used, and/or Sold under the terms of this Agreement. Books and records must be preserved for at least [**] from the date of the royalty payment to which they pertain.

Auditing. Books and records must be open to inspection by representatives or agents of The Regents at reasonable times, but in any event not more than [**]. The Regents shall bear the fees and expenses of examination but if an error in royalties of more than [**] percent ([**]%) of the total royalties due for any year is discovered in any examination then the Licensee shall bear the fees and expenses of that examination and shall remit such underpayment to The Regents within [**] of the examination results.

Term. Unless otherwise terminated by operation of law, Paragraph 13.2 (Bankruptcy), or by acts of the parties in accordance with the terms of this Agreement, this Agreement will remain in effect from the Effective Date until the expiration or abandonment of the last of the Patent Rights licensed hereunder.

Bankruptcy. This Agreement will automatically terminate without the obligation to provide [**] notice as set forth in Paragraph 14.1 (Termination By The Regents) upon the filing of a petition for relief under the United States Bankruptcy Code by or against the Licensee as a debtor or alleged debtor.

Surviving Provisions. Any termination or expiration of this Agreement will not affect the rights and obligations set forth in the following Articles:

Paragraph 4.6

Article 25

Governing Laws

Article 28

Confidentiality

Effects of Termination. The termination or expiration of this Agreement will not relieve the Licensee of its obligation to pay any fees, royalties or other payments owed to The Regents at the time of such termination or expiration and will not impair any accrued right of The Regents, including the right to receive Earned Royalties in accordance with Article 8 (Earned Royalties and Minimum Annual Royalties).

By The Regents. If the Licensee fails to perform or violates any term of this Agreement, then The Regents may give written notice of default (Notice of Default) to the Licensee. If the Licensee fails to repair the default within [**] of the effective date of Notice of Default, The Regents may terminate this Agreement and its licenses by a second written notice (Notice of Termination). If a Notice of Termination is sent to the Licensee, this Agreement will automatically terminate on the effective date of that notice.

By Licensee. The Licensee has the right at any time to terminate this Agreement by providing a Notice of Termination to The Regents. Moreover, the Licensee will be entitled to terminate the rights under Patent Rights on a country-by-country basis by giving notice in writing to The Regents. Termination of this Agreement (but not termination of any patents or patent applications under Patent Rights, which termination is subject to Paragraph 18.4 (Effects of Termination) will be effective sixty (60) days from the date such termination notice is sent by Licensee.

Immediate Termination. The Agreement will terminate immediately if the Licensee files a claim that includes in any way the assertion that any portion of The Regents’ Patent Rights is invalid or unenforceable where the filing is by Licensee, a third party on behalf of Licensee, or a third party at the written urging of, or with the assistance of, the Licensee.

Nothing contained in this Agreement will be construed as conferring any right to either party to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of the other party (including a contraction, abbreviation or

To the extent of the knowledge of the licensing professional administering this Agreement and as of the Effective Date, The Regents warrants to the Licensee that it has the lawful right to grant this license.

Except as expressly set forth in this Agreement, this license and the associated Invention, Patent Rights, Licensed Products, Licensed Services and Licensed Methods provided by The Regents WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE REGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES, LICENSED METHODS OR ORIGINAL MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS.

This Agreement does not:

express or imply a warranty or representation as to the validity, enforceability, or scope of any Patent Rights; or

express or imply a warranty or representation that anything made, used, Sold, offered for Sale or imported or otherwise exploited under any license granted in this Agreement is or will be free from infringement of patents, copyrights, or other rights of third parties; or

obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 20 (Patent Infringement); or

confer by implication, estoppel or otherwise any license or rights under any patents or other rights of The Regents other than Patent Rights, regardless of whether such patents are dominant or subordinate to Patent Rights; or

obligate The Regents to furnish any advancements, developments, or other improvements to Patent Rights which are not entitled to the priority dates of Patent Rights, or know-how, technology or information not provided in Patent Rights.

THE REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF THE REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Patent Prosecution. UCSF and UFRF entered into a patent management agreement on July 5, 2019, (“Patent Management Agreement”) for the management of matters related to the jointly owned Invention and Patent Rights thereto. Licensee has read and understood the Patent Management Agreement, which is attached in Appendix A. In the event, Licensee wants to change the patent strategy or patent scope or patent claims, Licensee agrees to be transparent in their communication and promptly discuss with The Regents any such strategy. If aforementioned change in strategy by Licensee may result in change in inventor-ship of Patent Rights as per patent law, then Licensee shall bring this to The Regents attention immediately. Licensee is committed to engaging in good faith patent strategies and shall diligently work with The Regents for the same. As long as the Licensee has paid patent costs as provided for in this Article 18, The Regents shall diligently

Patent Term. The Licensee shall apply for an extension of the term of any patent included within Regents’ Patent Rights if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this Law. The Licensee shall prepare all documents, and The Regents agrees to execute the documents and to take additional action as the Licensee reasonably requests in connection therewith.

Costs. The Licensee will bear all costs of preparing, filing, prosecuting and maintaining all United States and foreign patent applications contemplated by this Agreement (“Patent Prosecution Costs”). Patent Prosecution Costs billed by The Regents’ counsel will be rebilled to the Licensee and are due within [**] of rebilling by The Regents. These Patent Prosecution Costs will include, without limitation, patent prosecution costs for the Invention incurred by The Regents prior to the execution of this Agreement and any patent prosecution costs that may be incurred for patentability opinions, re-examination, re-issue, interferences, oppositions or inventorship determinations. Prior Patent Prosecution Costs will be due upon execution of this Agreement and billing by The Regents.

Effects of Termination. The Licensee will be obligated to pay any agreed-upon Patent Prosecution Costs incurred during the [**] period after receipt by either party of a Notice of Termination, even if the invoices for such Patent Prosecution Costs are received by the Licensee after the end of the [**] period following receipt of a Notice of Termination. The Licensee may terminate its obligation to pay Patent Prosecution Costs with respect to any given patent application or patent under Patent Rights in any or all designated countries upon [**] written notice to The Regents. The Regents may continue prosecution and/or maintenance of such application(s) or patent(s), and applications in foreign countries where Licensee has elected not to file, at its sole discretion and expense, provided, however, that the Licensee will have no further right or licenses thereunder. Non-payment of Patent Prosecution Costs may be deemed by The Regents as an election by the Licensee not to maintain such application(s) or patent(s).

The Licensee will mark all Licensed Products made, used or Sold under the terms of this Agreement or their containers in accordance with the applicable patent marking laws.

Infringement Notice. In the event that The Regents (to the knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of infringement of potential commercial significance of any patent licensed under this Agreement, the knowledgeable party will provide the other (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the “Infringement Notice”). During the period in which, and in the jurisdiction where, the Licensee has rights under this Agreement, the Licensee shall not notify a possible infringer of infringement or put such infringer on notice of the existence of any Patent Rights without first consulting with The Regents. Both The Regents and the Licensee will use their diligent efforts to cooperate with each other to terminate such infringement without litigation.

Company Suit and Joining. At Licensee’s discretion and to the extent permitted by law, Licensee may institute suit for patent infringement against the infringer if infringing

Regents’ Suit. If, within [**] following the date the Infringement Notice takes effect or for such other time as the Parties mutually agree, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit.

Infringement Notice. Notwithstanding anything to the contrary in this Agreement, in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law), then the party in receipt of such notice under the Act (in the case of The Regents to the extent of the actual knowledge of the licensing officer responsible for the administration of this Agreement) shall provide the Infringement Notice to the other party promptly. If the time period is such that the Licensee will lose the right to pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within [**] of the date of such notice under the Act to either party.

Recovery. Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by Licensee, any

Sublicenses. Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement.

Cooperation. Each party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party who initiated the suit (unless such suit is being jointly prosecuted by the parties).

Control. Any litigation proceedings will be controlled by the party bringing the suit, except that The Regents may be represented by counsel of its choice in any suit brought by the Licensee.

Indemnification. The Licensee will, and will require its Sublicensees to, indemnify, hold harmless and defend The Regents, the sponsors of the research that led to the Invention, and the inventors of any invention claimed in patents or patent applications under Patent Rights (including the Licensed Products, Licensed Services and Licensed Methods contemplated thereunder) and their employers, and the officers, employees and agents of any of the foregoing, against any and all claims, suits, losses, damage, costs, fees and expenses resulting from, or arising out of, the exercise of this license or any sublicense. This indemnification will include, but not be limited to, any product liability. If The Regents believe that there will be a conflict of interest or it will not otherwise be adequately represented by counsel chosen by the Licensee to defend The Regents in accordance with this Paragraph 21.1, then The Regents may retain counsel of its choice to represent it and the Licensee will pay all expenses for such representation.

Insurance. The Licensee, at its sole cost and expense, will insure its activities in connection with any work performed hereunder and will obtain, keep in force, and maintain the following insurance:

Commercial Form General Liability Insurance (contractual liability included) with limits as follows:

Each Occurrence

Personal and Advertising Injury

General Aggregate (commercial form only)

Worker’s Compensation as legally required in the jurisdiction in which the Licensee is doing business.

Certificates. After the execution of this Agreement, and at the request of The Regents, the Licensee will furnish The Regents with certificates of insurance evidencing compliance with all requirements. Such certificates will: indicate The Regents as an additional insured(s) under the coverage described above in Paragraph 21.2 (Insurance); and include a provision that the coverage will be primary and will not participate with, nor will be excess over, any valid and collectable insurance or program of self-insurance maintained by The Regents.

Notification. The Regents will promptly notify the Licensee in writing of any claim or suit brought against The Regents for which The Regents intends to invoke the provisions of this Article 21 (Indemnification). The Licensee will keep The Regents informed of its defense of any claims pursuant to this Article 21 (Indemnification).

Any notice or payment hereunder shall be deemed to have been properly given when sent in writing in English to the respective address below and shall be deemed effective:

on the date of delivery if delivered in person,

on the date of mailing if mailed by first-class certified mail, postage paid, or

on the date of mailing if mailed by any global express carrier service that requires the recipient to sign the documents demonstrating the delivery of such notice or payment, or

in the case of notices, if sent by email, on the date the recipient acknowledges having received that email by either an email sent to the sender or by a notice delivered by another method in accordance with this Paragraph 22.1, provided that, automated replies and “read receipts” shall not be considered acknowledgement of receipt.

The Licensee may assign or transfer this Agreement, without The Regents’ prior written consent, only in the case of assignment or transfer to a party that succeeds to all or substantially all of Licensee’s business or assets relating to this Agreement, whether by

Except for the Licensee’s obligation to make any payments to The Regents hereunder, the parties shall not be responsible for failure to perform due to the occurrence of any events beyond their reasonable control which render their performance impossible or onerous, including, but not limited to: accidents (environmental, toxic spill, etc.); acts of God; biological or nuclear incidents; casualties; earthquakes; fires; floods; governmental acts; orders or restrictions; inability to obtain suitable and sufficient labor, transportation, fuel and materials; local, national or state emergency; power failure and power outages; acts of terrorism; strike; and war.

Choice of Law. THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, excluding any choice of law rules that would direct the application of the laws of another jurisdiction and without regard to which party drafted particular provisions of this Agreement, but the scope and validity of any patent or patent application will be governed by the applicable laws of the country of such patent or patent application.

If this Agreement or any associated transaction is required by the law of any nation to be either approved or registered with any governmental agency, the Licensee will assume all legal obligations to do so. The Licensee will notify The Regents if it becomes aware that this Agreement is subject to a United States or foreign government reporting or approval requirement. The Licensee will make all necessary filings and pay all costs including fees, penalties and all other out-of-pocket costs associated with such reporting or approval process.

The Licensee shall comply with all applicable international, national, state, regional and local laws and regulations in performing its obligations hereunder and in its use, manufacture, Sale or import of the Licensed Products, Licensed Services or practice of the Licensed Method. The Licensee will observe all applicable United States and foreign laws with respect to the transfer of Licensed Products and related technical data and the provision of Licensed Services to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations. The Licensee shall manufacture Licensed Products and practice the Licensed Method in compliance with applicable government importation laws and regulations of a particular country for Licensed Products made outside the particular country in which such Licensed Products are used, Sold or otherwise exploited.

Confidential Information. The Licensee and The Regents will treat and maintain the other party’s proprietary business, patent prosecution, software, engineering drawings, process and technical information and other proprietary information, including the negotiated terms of this Agreement and any progress reports and royalty reports and any sublicense agreement issued pursuant to this Agreement (“Proprietary Information”) in confidence using at least the same degree of care as the receiving party uses to protect its own proprietary information of a like nature from the date of disclosure until [**] after the termination or expiration of this Agreement. Proprietary Information can be written, oral, or both. This confidentiality obligation will apply to the information defined as “Confidential Information” under the Secrecy Agreement and such Confidential Information will be treated as Proprietary Information hereunder.

The Licensee and The Regents may use and disclose Proprietary Information to their employees, agents, consultants, contractors and, in the case of the Licensee, its

Limitations. Nothing contained herein will restrict or impair, in any way, the right of the Licensee or The Regents to use or disclose any Proprietary Information:

that recipient can demonstrate by written records was previously known to it prior to its disclosure by the disclosing party;

that recipient can demonstrate by written records is now, or becomes in the future, public knowledge other than through acts or omissions of recipient;

that recipient can demonstrate by written records was obtained lawfully and without restrictions on the recipient from sources independent of the disclosing party; and

that The Regents is required to disclose pursuant to the California Public Records Act or other applicable law.

Return of Information. Upon termination of this Agreement, the Licensee and The Regents will destroy or return any of the disclosing party’s Proprietary Information in its possession within [**] following the termination of this Agreement and provide each other with prompt written notice that such Proprietary Information has been returned or destroyed. Each party may, however, retain one copy of such Proprietary Information for archival purposes in non-working files.

Appendices. This Agreement includes the attached Appendix A and Appendix B.

Headings. The headings of the several Paragraphs are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Binding Agreement. This Agreement is not binding on the parties until it has been signed below on behalf of each party. It is then effective as of the Effective Date.

Amendments. No amendment or modification of this Agreement is valid or binding on the parties unless made in writing and signed on behalf of each party.

Waiver. No waiver by either party of any breach or default of any of the agreements contained herein will be deemed a waiver as to any subsequent and/or similar breach or default.

Entire Agreement. This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

Invalidity. In case any of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement and this Agreement will be construed as if such invalid, illegal or unenforceable provisions had never been contained in it.

Independent Contractors. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the power to bind the other party or incur obligations on the other party’s behalf without the other party’s prior written consent.

Counterparts. This Agreement may be executed in one or more counterparts, each of which together shall constitute one and the same Agreement. For purposes of executing this Agreement, a facsimile (including a PDF image delivered via email) copy of this Agreement, including the signature pages, will be deemed an original. The parties agree that neither party will have any rights to challenge the use or authenticity of a counterpart of this Agreement based solely on that its signature, or the signature of the other party, on such counterpart is not an original signature.

Execution. The terms and conditions of this Agreement shall be considered by The Regents to be withdrawn from the Licensee’s consideration and the Agreement itself to be null and void, unless this Agreement is executed by both The Regents and the Licensee within thirty (30) days of when the execution copy is circulated for signatures.

Paula Cobb

Gonzalo Barrera-Hernandez, Ph.D.

Chief Operating Officer

Associate Director, Innovation Ventures

Oct. 4, 2019

October 4, 2019