AMENDED AND RESTATED LICENSE AGREEMENT
This Amended and Restated License Agreement (Agreement) is made by and between Oncternal Therapeutics, Inc., a Delaware corporation having an address at 3525 Del Mar Heights Road, #821, San Diego, California 92130 (LICENSEE) and The Regents of the University of California, a California public corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California ###-###-#### (UNIVERSITY), represented by its San Diego campus having an address at University of California San Diego, Office of Innovation and Commercialization, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (UCSD).
This Agreement is effective on the date of the last signature (Effective Date).
WHEREAS, the inventions disclosed in UCSD Disclosure Docket No. SD SD2005-212, SD2010- 306, SD2011-178, SD2012-143, SD2012-403, SD2015-027 and SD2015-200 and titled, respectively, Method for determining leukemic cells apart from normal cells, Receptor tyrosine kinase-like orphan receptor (ROR1) single chain Fv antibody fragment conjugates and methods of use thereof, Antitumor properties of particular monoclonal antibodies specific for ROR1, Antihuman ROR1-specific monoclonal antibodies, ROR1 peptide-based vaccine for ROR1+ cancers, Cancer treatment using a new combination of antitumor compound and antitumor antibody and UC-961 blocks Wnt5a-induced non-canonical Wnt-signaling (collectively, Inventions), were made in the course of research at UCSD by Dr. Thomas Kipps and his associates (hereinafter and collectively, the Inventors) and are covered by Patent Rights as defined below;
WHEREAS, the research was sponsored in part by the Government of the United States of America and as a consequence this license is subject to overriding obligations to the Federal Government under 35 U.S.C. §§ 200-212 and applicable regulations;
WHEREAS, the development of the Inventions was sponsored in part by The California Institute for Regenerative Medicine (CIRM), CLL Global Research Foundation, and Blood Cancer Research Fund (Sponsors) and as a consequence this license is subject to overriding obligations to the same under the sponsorship agreements;
WHEREAS, LICENSEE obligations to CIRM under Title 17, California Code of Regulations are appended in Exhibit A;
WHEREAS, the Inventors are employees of UCSD, and they are obligated to assign all of their right, title and interest in the Inventions to UNIVERSITY;
WHEREAS, LICENSEE, through Hale BioPharma Ventures LLC, entered into a secrecy agreement (UC Control No. 2015-20-0548) with UNIVERSITY, effective May 18, 2015, for the purpose of evaluating the Inventions;
WHEREAS, LICENSEE entered into a Letter of Intent (UC Control No. 2016-30-0316) with UNIVERSITY, effective December 21, 2015, for the purpose of negotiating this Agreement;