DATED MAY 13, 2015 NOVATION AGREEMENTrelating toRoyalty Bearing Licence Agreement and Supply Agreement re Erwinia-Derived Asparaginase

EUSA PHARMA SAS whose registered address is Les Jardins D'Ecole, allee des sequoias F69760, Limonest, France ("EUSA");

THE SECRETARY OF STATE FOR HEALTH acting through PUBLIC HEALTH ENGLAND with offices at Porton Down, Salisbury, Wiltshire SP4 0JG (“PHE"); and

PORTON BIOPHARMA LIMITED (Company Number ###-###-####) having its registered office at Manor Farm Road, Porton, Salisbury, Wiltshire SP4 0JG (“PBL”).

This Novation Agreement is supplemental to a Contract made between OPi SA and the Health Protection Agency having the title "Royalty Bearing Licence Agreement and Supply Agreement re Erwinia-Derived Asparaginase" dated 22 July 2005 ("Contract").

OPi SA subsequently changed its name to EUSA Pharma SAS.

On 1 April 2013, the HPA became part of Public Health England, a new executive agency of the Department of Health. PHE is thus now the party to the Contract in place of HPA.

The business, assets, resources and staff of PHE utilised in the performance of its obligations under the Contract are being transferred to PBL and upon completion on April 1, 2015 (the "Effective Date"), for the purposes of the Contract, PBL has taken over the rights and obligations of HPA/PHE in respect of the Contract.

PHE wishes to be released and discharged from the Contract and EUSA agrees to release and discharge PHE upon the terms of this Novation Agreement.

On and with effect from the Effective Date, subject to Clause 2 and in consideration of each party accepting the obligations herein:

PBL assumes all and any of the obligations and liabilities whatsoever of PHE to EUSA , and shall be assigned any and all of the rights whatsoever, under or arising from the Contract in every way as if PBL is a party to the Contract in place of PHE.

EUSA releases and discharges PHE from all and any of its obligations and liabilities whatsoever to EUSA under or arising from the Contract.

EUSA is and shall be bound, for the benefit of PBL, by all of its obligations and liabilities under or arising from the Contract (to the extent that such obligations and/or liabilities have not been fully and properly discharged prior to the Effective Date) in every way as if PBL had originally been a party to the Contract in place of PHE.

PBL is and shall be bound, for the benefit of EUSA, by all of its obligations and liabilities under or arising from the Contract (to the extent that such obligations and/or liabilities have not been fully and properly discharged prior to the Effective Date) in every way as if PBL had originally been a party to the Contract in place of PHE.

PHE releases and discharges EUSA from all and any of its obligations and liabilities whatsoever to PHE under or arising from the Contract.

The parties to this Novation Agreement acknowledge and agree that:

any obligations of EUSA pursuant to the terms of the Contract which remained undischarged at the Effective Date shall not be deemed to be waived by PBL by virtue of the novation of the Contract pursuant to the terms of this Novation Agreement, but shall be performed by EUSA in accordance with Clause 1.1.3.

any obligations of PHE pursuant to the terms of the Contract which remained undischarged at the Effective Date shall not be deemed to be waived by EUSA by virtue of the novation of the Contract pursuant to the terms of this Novation Agreement, but shall be performed by PBL in accordance with Clause 1.1.4.

Nothing in this Novation Agreement shall affect or prejudice any obligation, claim or demand whatsoever which either PHE or EUSA may have against each other relating to matters arising prior to the Effective Date.