Exclusive License Agreement between the Registrant, National University of Singapore and St. Jude Research Hospital, Inc

Licensors are, individually or jointly, the owners of certain Patent Rights (as later defined herein) relating to a method for expanding natural killer cells; a chimeric receptor with NKG2D specificity; and a method for supporting autonomous natural killer cell function as described in Schedule 1; and have the right to grant licenses under said Patent Rights.

Licensee is interested in licensing and further developing the Patent Rights for commercial applications.

Licensee is desirous of obtaining an exclusive license under Licensors’ Patent Rights.

Licensors are desirous of granting such a license to Licensee in accordance with the terms of this Agreement.

DEFINITIONS

INTERPRETATION

In this Agreement:

Words importing the singular shall include the plural and vice versa, and words that are gender specific or neuter shall include the other gender and the neuter.

References to a person shall be construed as references to an individual, corporation, company, firm, incorporated body of persons of any country, or any agency, thereof.

The headings in this Agreement are for convenience only and shall not affect its interpretation.

All references to Sections and Schedules refer, unless the context otherwise requires, to Sections and Schedules of this Agreement.

All references to statutes or statutory provisions shall be taken to be a reference to the statutes or provisions as revised, amended, supplemented or re-enacted f^rom time to time, and shall include any subsidiary legislation made thereunder.

GRANT OF LICENSE

Licensors hereby grant to Licensee, and Licensee accepts, subject to the terms and conditions hereof, and subject to Licensors’ rights under Section 3.2 and retained governmental rights, including rights retained by the United States Government, if any, in accordance with the Bayh-Dole Act of 1980 (established by P.L. 96-517 and amended by P.L. 98-620, codified at 25USC § 200 et. seq. and implemented according to 37 CFR Part 401), an exclusive, royalty-bearing worldwide license with rights to grant and authorize Sub-licensees to make, have made, use, sell, offer for sale and import Licensed Products and otherwise exploit the Patent Rights in the Field of Use during the Term.

Nothing in this Agreement shall prejudice Licensors’ right to practice itself, and to allow non-profit academic third parties to practice, the Patent Rights for Academic Purposes.

Licensors shall not be obliged under this Agreement to render any technical assistance, or support, or provide training to Licensee, for purposes of practicing any Patent Rights granted hereunder.

Licensee shall own all rights, title and interests in and to all of Licensee Improvements and may use the Licensee Improvements at its sole discretion. For clarity, improvements, inventions and other intellectual property generated by Dario Campana, alone or in collaboration with other employees or contractors of Licensee, shall be Licensee Improvements or otherwise solely owned by Licensee (as between the Parties), if generated by Dario Campana acting in his capacity as a consultant for Licensee and without the use of any material resources of Licensors.

Licensee and NUS shall each [***] disclose to each other any Joint Improvements developed or created. NUS and Licensee (to the extent Licensee becomes aware of any NUS Improvement) shall [***] disclose to each other any NUS Improvements developed or created.

NUS hereby grants to Licensee, subject to the same terms and conditions as the practice of Patent Rights under this Agreement as set forth in Section 3.1 [***], including but not limited to a clause substantially similar to Section 3.2 above in respect of Licensors’ right to practice for Academic Purposes:

an exclusive license to NUS Improvements that are dominated by the claims of the Patent Rights licensed under this Agreement;

an exclusive license, limited to use [***], to NUS Improvements that are not dominated by the claims of the Patent Rights licensed under this Agreement, but that relate to [***], and that are invented, and/or are disclosed in the first patent application claiming the same that is filed, [***]. For clarity, the exclusive license under this Section 3.6(b) includes technology arising from research performed solely in the laboratory of Dario Campana that falls outside the scope of the Patent Rights but relates to [***], and is invented or filed [***]; and

An exclusive license, limited to use in connection with natural killer cells, to compositions comprising [***] that were developed, [***], solely in the laboratory of Dario Campana;

An exclusive license, limited to use in connection with natural killer cells, to compositions comprising [***] that were developed, [***], solely in the laboratory of Dario Campana.

NUS hereby grant to Licensee an option to negotiate in good faith for an exclusive license to NUS Improvements that are not dominated by the claims of the Patent Rights exclusively licensed under this Agreement, but that relate to [***]; and that are invented, or are disclosed in the first patent application claiming the same that is filed, [***], together with any Other Patent Rights claiming or disclosing such NUS Improvements (“Improvement Option”). The Improvement Option shall be exercisable for a period of [***], unless extended by the mutual written agreement of the Parties, from the date on which such NUS Improvements are disclosed to Licensee by NUS (“Improvement Option Period”). NUS shall provide to Licensee a copy of each invention disclosure received by NUS’ Industry Liaison Office disclosing a NUS Improvement that is subject to Licensee’s Improvement Option, and in any event shall provide each such invention disclosure to Licensee [***] and prior to the time of [***]. Upon Licensee’s exercise of its NUS Option, NUS and Licensee will negotiate in good faith in an attempt to reach a license agreement which shall be subject to the same terms and conditions as the practice of Patent Rights under this Agreement, including but not limited to a clause substantially similar to Section 3.2 above in respect of Licensors’ right to practice for Academic Purpose, but on [***], the negotiation period not to exceed [***], unless extended by the

Licensee and NUS agree that all rights, title and interests in and to all Joint Improvements shall be co-owned by NUS and Licensee as tenants in common in equal, undivided shares. NUS hereby grants an exclusive license to Licensee to NUS’s rights, title and interest and joint share in any such Joint Improvements that are invented and/or disclosed in a patent application having an earliest priority date within [***], together with any Other Patent Rights claiming or disclosing the same, subject to the same terms and conditions as the practice of Patent Rights under this Agreement as set forth in Section 3.1, including but not limited to a clause substantially similar to Section 3.2 above in respect of the practice of Joint Improvements for Academic Purposes, [***].

SUB-LICENSING

Licensee shall have the right to grant written, sub-licenses under all or any of the licenses granted under Section 3.1, 3.6 and 3.8 of this Agreement to any person, provided that:

Licensee shall be responsible for the payment to Licensors of all amounts payable hereunder with respect to the activities of any Related Company or Sub-Licensee;

Any sublicense granted to a Related Company shall not grant to such Related Company any rights which are inconsistent with the rights and obligations of Licensee hereunder; and Licensee shall remain responsible to the Licensors hereunder for all activities of its Related Companies to the same extent as if such activities had been undertaken by Licensee itself;

Licensee shall be responsible for its Sub-Licensees and shall not grant any rights which are inconsistent with the rights and obligations of Licensee hereunder;

any act or omission of a Sub-Licensee or of a Related Company under a sublicense of the Patent Rights, which would be a breach of this Agreement if performed by Licensee, shall be deemed to be a breach by Licensee of this Agreement; it being understood that the Licensors shall not have the right to terminate this Agreement as a result of any such act or omission of a Sub-Licensee if such act or omission is capable of remedy and, [***] below, the applicable Sub-Licensee or Licensee itself cures such breach;

each sub-license agreement granted by Licensee to a Related Company or Sub-Licensee shall include a right to audit such Related Company or Sub-Licensee granted to Licensors of the same scope as provided in Section 9.l(b) hereof with respect to Licensee;

Licensee shall at all times indemnify and keep indemnified Licensors against all or any costs, claims, damages or expenses incurred by Licensors, or for which Licensors may become liable, pursuant to any third party claim or proceedings to the extent the same is a result of the default or negligence of any Sub-Licensee or of a Related Company under a sublicense; and

upon the termination of this Agreement under Section 18, all sublicenses of Licensee’s rights hereunder granted to (i) a Qualified Sub-Licensee(s) shall survive automatically; and (ii) any Sub-Licensee that is not a Qualified Sub-Licensee, shall survive at the Licensors’ option, in each case, with the same field, level of exclusivity and territorial scope as the sub-license under the Patent Rights that had been granted by Licensee to such Sub-Licensee prior to the applicable termination of this Agreement, and Licensors and each such Sub-Licensee shall negotiate in good faith and [***] enter into a direct license agreement between them, [***].

Licensee shall, within [***] with a Sub-Licensee, provide Licensor with a certified true copy of the sub-license agreement [***].

The sub-licenses granted by Licensee to a Sub-Licensee under Licensee’s rights under Section 3.1 of this Agreement shall [***], provided that [***], as the case may be.

For the purposes of this Agreement (including without limitation, Section 6 below), payments made to Licensors directly by a Sub-Licensee or Related Company of Licensee and activities of Sub-Licensees, Licensee’s Related Companies and others acting under Licensee’s authority, shall be deemed [***] for purposes of determining [***] under this Agreement.

COMMENCEMENT DATE AND TERM

OBLIGATIONS OF LICENSEE

Licensee hereby undertakes and agrees with Licensors that it will at all times during the Term observe and perform the terms and conditions set out in this Agreement and in particular shall:

use [***] to effect introduction of [***] into the commercial market [***]; and

deliver to Licensors the Licensee’s annual financial statements, within [***] during the Term, the first annual financial statements being due to NUS [***]; and

deliver to Licensors the Licensee’s technical development update including [***], no later than [***].

Licensee also undertakes to meet the following Performance Objectives by the respective Dates of Achievement:

1. [***]

2. [***]

3. [***]

4. [***]

5. [***]

6. [***]

If Licensee fails to meet, or anticipates that it will fail to meet, any of the Performance Objectives by the applicable Date of Achievement set out in Section 6.2:-

the Parties shall, at Licensee’s written request (to be sent no later than [***]), have good faith discussions, for a period of up to [***] from the date of the Licensee’s written request, on the reasons for such failure and any mutually agreeable extension of the then-current Dates of Achievement for any outstanding Performance Objectives.

Licensee may also obtain an extension of any Date of Achievement for a period of [***] in the case of [***] listed in Section 6.2 above and [***] in the case of [***]. In order to obtain such an extension, Licensee shall, [***] for the applicable Performance Objective specified in Section 6.2 above: (i) [***] with respect to a request for an extension of [***] and [***] with respect to a request for an extension of [***], and (ii) provide to Licensors a copy of [***]. Licensee may obtain no more than [***] extensions of the Date for Achievement for each Performance Objective [***]. Following [***], the Date of Achievement of the relevant Performance Objective will be deemed to be amended to incorporate the relevant [***] or [***] extension, as the case may be, and all other outstanding Performance Objectives shall be deemed extended by the same time period.

If Licensee fails to satisfy the Performance Objectives on or before the applicable Dates of Achievement (as extended pursuant under Section 6.3(a) or (b) above, if applicable), Licensors shall, at their option, have the right, by notice in writing to Licensee, to: (i) terminate the exclusivity of the license granted under Section 3.1; or (ii) terminate this Agreement pursuant to Section 18.1(a).

FINANCIAL PROVISIONS

In consideration for the rights granted under Section 3, Licensee shall pay to St. Jude a non-refundable upfront fee in US dollars equivalent to Singapore Dollars Forty Two Thousand Seven Hundred and Fifty Only (SGD 42,750) (“Upfront Fee”) [***].

In addition to the Upfront Fee under Section 7.1, Licensee shall pay to Licensors during the Term of this Agreement, [***] royalties (“Royalty”) at the rate of 2.5% of Net Sales. The following Royalty shall be payable [***]; [***] until the [***]. The Royalty shall be payable to Licensors no later than [***]. Licensors recognize that the Licensee may need to obtain additional patent rights and licenses to commercialize Licensed Products. If Licensee, its Related Company or Sub-Licensee is obligated, with respect to any Licensed Product, to pay royalties or other amounts to any third party in respect of any intellectual property rights that are reasonably required, or reasonably expected to be required, to make, use or sell any Licensed Product in such country, then Licensee shall have the right to credit [***] against the Royalty owing to Licensors above for such year with respect to Net Sales of such Licensed Product [***]; provided, however, that Licensee shall not reduce the amount of the Royalty paid to Licensors with respect to such Net Sales of such Licensed Product in a particular calendar year [***] to less than [***]% of Net Sales of such Licensed Product [***]. [***] royalty shall be due on Net Sales of any Licensed Product, [***] if such Licensed Product is covered by multiple patents, patent applications or claims within the Patent Rights, NUS Improvements or Joint Improvements.

In addition to the Upfront Fee under Section 7.1 and in consideration of the rights granted by Licensors under Section 3 to the Licensee, the Licensee, on behalf of itself and all its stockholders, shall, upon execution of this Agreement, issue to NUS or its nominee, pursuant to the form of Common Stock Issuance Agreement attached hereto as Exhibit A, 250,000 fully paid-up common stock in the Licensee (“Common Stock”), which Licensee represents being [***]% of Licensee’s [***] issued shares and [***] shares issued or reserved for future issuance pursuant to stock option plans or otherwise. The Common Stock shall have [***]. [***]. For purposes of clarity, upon the closing of the Series A Financing, NUS or its nominee shall have no further rights to receive any additional shares of stock in Licensee.

Licensee shall further pay to Licensors non-refundable payments as follows and subject to the terms of this Section 7.4 below:

a license maintenance fee within [***] of [***] during the Term of the Agreement commencing with January I, 2017 (“License Maintenance Fee”):

Years 1-2

Years 3+

[***];

[***];

[***];

[***];

[***];

[***];

[***]; and

[***].

Licensee shall further pay to Licensors:

[***];

[***];

[***]; and

[***].

All fees, royalties and all other sums payable under this Agreement shall be paid in US Dollars. All such payments due in a particular accounting period computed in other currencies shall be converted into US dollars at the exchange rate for bank transfers from such currency to US dollars as quoted by the Wall Street Journal on the last day of such accounting period. All fees, royalties and all other sums payable under this Agreement shall be made payable to “[***]”. Wire transfers may be made using the following information:

If Licensee fails to pay in full to Licensors any undisputed fees, royalties or other sums payable under this Agreement by their respective due dates, the payment shall accrue interest beginning on the tenth day following the due date thereof, calculated at the rate of [***] the date said payment is due.

For clarity, the payments made by Licensee to St. Jude, as required under Section 7.6, shall satisfy in full Licensee’s payment obligations under this Agreement to both Licensors for the amounts paid. No duplicative payments shall be due to NUS, and St. Jude shall be solely responsible for accounting to NUS for its portion (as determined as between the Licensors) of the amounts paid by Licensee to St. Jude.

ACCOUNTS

Licensee shall:

provide a statement accompanying all fees, royalties and other payments made under this Agreement, showing all items of account from which such fees, royalties and other payment are calculated, such statements to be certified by an authorized officer of Licensee as properly reflecting all amounts due to Licensors in accordance with the relevant provisions under this Agreement;

keep true, accurate and complete accounts and records in sufficient detail to enable the amount of royalties and other sums payable under this Agreement to be determined by Licensors;

at the reasonable request of Licensors [***], and upon not less than [***] prior written notice, allow an independent certified public accounting firm of internationally recognized standing selected by Licensors and reasonably acceptable to Licensee, at Licensors’ expense, during Licensee’s normal business hours, to inspect, audit and copy those accounts and records pertaining to the items shown on the statements provided under Section 8.l(a) for [***] following the end of the [***] to which they pertain. Such accounting firm will be bound to hold all information in confidence between the Parties except as necessary to communicate Licensee’s non-compliance (if any) with its reporting and payment obligations under this Agreement to Licensors.

If, following any inspection and audit pursuant to Section 8.l(c), Licensors’ independent accounting firm discovers a discrepancy, in Licensors’ disfavor, between the amount of fees, royalties and other sums actually paid by Licensee and those which should have been paid under this Agreement, which is in excess of [***] of those that should have been paid under this Agreement, Licensee shall, within [***] of the date of Licensors’ notification thereof, reimburse St. Jude for any such deficiency [***].

The provisions of this Section 8 shall remain in full force and effect after the termination of this Agreement for any reason for a period not to exceed [***] until the settlement of all subsisting claims of Licensors under this Agreement.

PROSECUTION OF PATENT APPLICATIONS AND MAINTENANCE OF PATENTS

Licensee shall [***].

Licensors shall, from the Effective Date of this Agreement, control the management and further prosecution and maintenance of the Patent Rights and the Other Patent Rights (collectively, the “Prosecuted Patent Rights”). Subject to Section 9.4 below, Licensors shall:

seek and maintain the strongest patent portfolio practicable with respect to the Prosecuted Patent Rights and use patent attorneys (including foreign patent counsel) reasonably acceptable to Licensee, such acceptance not to be unreasonably withheld;

instruct such patent attorneys to [***] copy Licensee on all written correspondence sent to or received from any patent office (including all official actions) and give Licensee an opportunity and [***] to (i) comment on and advise Licensors with respect to all such correspondence and proposed responses to office actions, and (ii) provide consultation and input on all strategic decisions with respect to the preparation, filing, prosecution and maintenance of all patent applications and patents within the Prosecuted Patent Rights; and

consider in good faith and reasonably incorporate all such comments, input and advice provided by Licensee and, without limiting the foregoing, Licensors shall file patent applications included the Prosecuted Patent Rights in each country requested by Licensee;

not abandon or allow to lapse any such Prosecuted Patent Rights, or to amend or re-file the patent specifications of any patent applications within the scope of the Prosecuted Patent Rights, without first providing [***] prior written notice to Licensee.

Licensee shall, [***], execute and do such assurances, acts and things, and execute such documents as Licensors may reasonably require to prosecute patent applications within the Prosecuted Patent Rights and to grant and to maintain each of the Prosecuted Patent Rights in force. In addition, upon any Patty’s request, NUS, St Jude and Licensee shall enter into a “commonality of interest” agreement to maintain attorney-client privilege and confidentiality with respect to the parties’ communications hereunder pertaining to the filing and/or prosecution of any of the Prosecuted Patent Rights.

It is hereby agreed and understood that, notwithstanding Section 9.2, Licensee shall, by giving [***] to Licensors, [***]. If Licensee elects [***]:

the license and/or rights granted pursuant to this Agreement in respect of the specific Prosecuted Patent Rights for which Licensee has made the election, shall automatically terminate as of the expiration of [***] and such patent or patent application shall thereafter be deemed to be excluded from the definition of “Patent Rights” or “Other Patent Rights,” as applicable, hereunder.

[***] of such notice pursuant to Section 9.4, Licensors may continue to file for, prosecute and/or maintain such specific Prosecuted Patent Rights in such country or countries in respect of which Licensee has made the election, [***], and notwithstanding Section 3, to thereafter deal with the same with respect to such specific Prosecuted Patent Rights (or, if applicable, Licensors’ interest therein) in that country or countries as Licensors deem fit, without having to account to Licensee therefor; and

[***], Licensee shall have no further obligation [***];

For the avoidance of doubt, Licensors shall have and continue to retain their respective proprietary interests in any Patent obtained pursuant to Section 9.4(b).

Subject to Section 9.4 above and the terms of this Section 9.5 below, Licensee shall reimburse Licensors for (a) [***] incurred by Licensors with respect to the preparation, filing, prosecution and maintenance of the Prosecuted Patent Rights (“Patent Costs”) [***], and (b) [***] incurred by Licensors with respect to the preparation, filing, prosecution and maintenance of the Patent Rights [***].

[***], Licensee shall further pay to the Licensors an administrative charge of [***] of the [***] incurred by NUS (“Administrative Fee”).

Licensors shall provide to Licensee a detailed and itemized statement of the Patents Costs and Administrative Fee incurred after the Effective Date on a [***] basis (but in no event less than [***] and Licensee’s payment of the undisputed Patent Costs and Administrative Fee reflected in each such statement shall be due within [***] after Licensee’s [***].

To facilitate the smooth prosecution, processing and maintenance of Patent Rights by Licensors, Licensee’s appointed representative for all patent matters shall be:

FORMAL LICENSE FOR REGISTRATION

Within [***] of a patent within Patent Rights or Other Patent Rights, each of the Parties shall execute a separate formal license in respect of such patent for registration in all or any competent registries within such countries as may be determined by Licensee, each such license to be in the form set out in Schedule 3 or as nearly in such form as may be required under the laws of such country in which it is to be registered.

Each of such formal licenses shall operate subject to and with the benefit of all the terms of this Agreement, the terms of which shall be deemed to be incorporated in their entirety into each of such formal licenses. In the event of any conflict in meaning between any such formal license and the provisions of this Agreement, the provisions of this Agreement shall prevail.

The Parties shall [***] to ensure that, to the extent permitted or required by relevant authorities (e.g., governmental or financial authorities), this Agreement shall not form part of any public record.

Each of the Parties shall, at the request of the other Party, execute any further document that may be necessary to:

give effect to this Agreement; or

procure or protect in any country the rights of the other Party under this Agreement and/or in relation to the Patent Rights or Other Patent Rights.

INFRINGEMENT OF PATENTS

Licensee shall forthwith notify Licensors in writing of any infringement, or suspected or threatened infringement, of any of the Patent Rights or Other Patent Rights by any third party that shall at any time come to its knowledge. Each Licensor shall [***] notify Licensee and the other Licensor in writing of any infringement, or suspected or threatened infringement, of any of the Patent Rights or Other Patent Rights by any third party that shall at any time come to its knowledge.

Licensee (or, to the extent designated by Licensee, its Related Company or any Qualified Sublicensee) shall have the [***], to enforce the Patent Rights and/or Other Patent Rights and/or to defend the Patent Rights and/or Other Patent Rights (e.g., in any declaratory judgment, opposition, post grant challenge, inter partes review or biosimilar challenge) with respect to the same.

In the event that any claims or counter-claims are issued or made by a third party against Licensors as a result of such action taken by Licensee (or its designee described in Section 11.2 above) under Section 11.2, Licensee (or such designee) shall have control over, and shall take steps to defend Licensors against such claims and/or counterclaims and shall have control over, and shall conduct [***], the defense of the Licensors in consultation with the Licensors. Licensee shall indemnify Licensors against all Liabilities (as defined in Section 16.1 below) arising from such claims and counter-claims issued or made by a third party; provided that the indemnification procedures and other terms set out in Section 16.2 shall be deemed to apply mutatis mutandis (and any references in Section 16.2 below to Section 16.1 shall be deemed to be replaced by Section 11.3 for such purposes).

Licensors shall reasonably cooperate, [***] and at Licensee’s [***] request, in taking such steps, including joining in any such action and cooperating with Licensee (or such designee described in Section 11.2 above) in connection therewith.

Any recoveries pursuant to Section 11.2 shall be used [***] Licensee (and/or its designee described in Section 11.2 above) [***], and any remainder shall be [***]. For clarity, [***] provision.

If Licensee (or its designee described in Section 11.2 above) decides not to or fails, within [***] pursuant to Section 11.1, to take steps to prevent or restrain any infringement by any third party of any of the Patent Rights, then Licensors shall be entitled to take action to prevent or restrain such infringement. In the event that Licensors decides to take action under this Section:

Licensors shall have control over, and shall conduct [***], any such action as it deems fit; provided that Licensors shall not initiate any legal.

Licensee shall, [***], provide or procure the provision of such assistance as NUS shall reasonably require in taking such action; and

Licensors shall be entitled to [***] as a result of any such action [***] being taken by Licensors.

INFRINGEMENT OF THIRD PARTY RIGHTS

lf any proceedings are brought against Licensee on grounds that the use or exploitation by Licensee of any of the Patent Rights infringes the rights of any third party, Licensee shall [***] notify Licensors of the same. Licensee shall have the exclusive control of the defense of such proceedings

With respect of such proceedings as described in Section 12.1, Licensors shall reasonably cooperate with Licensee (or to the extent designated by Licensee, its Related Company or any Qualified Sublicensee), at Licensee’s (or such designee’s) [***].

TRADE MARKS

Licensee shall have the absolute right and discretion to make, have made, use, sell, offer for sale and import Licensed Products under any trade marks designated by Licensee (“Licensee’s Trade Marks”) provided that the Licensee’s Trade Marks shall be readily distinguishable from, and not confusingly similar to, any trade mark or trade name, whether registered or not, of Licensors.

Licensors hereby agrees that it shall have no claim, right, title or interest in or to the Licensee’s Trade Marks (except where any of such Licensee’s Trade Marks is not readily distinguishable from, or is confusingly similar to, any trade mark or trade name of Licensors), and that all goodwill accruing thereto shall belong to Licensee absolutely.

Licensee shall have the sole conduct of all proceedings relating to the Licensee’s Trade Marks.

Licensee shall have the sole right to decide what action, if any, to take in respect of any infringement or alleged infringement of the Licensee’s Trade Marks or any other claim or counterclaim brought or threatened in respect of the use or registration of any of the Licensee’s Trade Marks.

Licensee shall not be obliged to bring or defend any proceedings in relation to the Licensee’s Trade Marks.

Licensors shall not be entitled to bring any proceedings in respect of any infringement or alleged infringement of any of the Licensee’s Trade Marks.

CONFIDENTIALITY

Each Party hereby agrees to use all reasonable efforts to maintain the secrecy of any and all Confidential Information disclosed to it by the other Party under the terms of this Agreement, or developed pursuant to this Agreement, and not to disclose, without the express, written consent of the disclosing Party, such Confidential Information of another Party to any third party.

The receiving Party agrees to maintain the Confidential information of the disclosing Party in confidence with the same degree of care as it holds its own confidential and proprietary information and in any event with no less than a reasonable standard of care. The receiving Party will use such Confidential Information for the performance of this Agreement only (including the exercise of such Party’s rights hereunder). The receiving Party may disclose such Confidential Information on a need-to-know basis only to its directors, officers, employees, contractors (including sublicensees and other collaboration partners or contractors), consultants, advisors, authorized representatives or agents (each a “Representative”, and collectively “Representatives”) who have undertaken obligations of confidentiality for the benefit of receiving Party which are substantially similar to those contained in this Section 14 and will not disclose such Confidential Information to any third party, or use the Confidential Information for any other purpose. The receiving Party undertakes that its Representatives shall make use of such Confidential Information only for the performance of this Agreement and receiving Party shall be responsible for any unauthorized use or disclosure of disclosing Party’s Confidential Information by its Representatives.

The receiving Party shall take all reasonable steps, including, but not limited to, those steps taken to protects its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information of the other Party is not disclosed or duplicated for the use of any third party, and shall take all reasonable steps to prevent its Representatives having access to the Confidential Information, from disclosing or making unauthorized use of any Confidential Information, or from committing any acts or omissions that may result in a violation of this Agreement.

The preceding obligations of non-disclosure and the limitation on the right to use the Confidential Information shall not apply to the extent that the receiving Party can demonstrate that the Confidential Information:

was already in the possession or control of the receiving Party prior to the time of disclosure by disclosing Party, as evidenced by written records; or

was at the time of disclosure by the disclosing Party or thereafter becomes public knowledge through no fault or omission of the receiving Party; or

is lawfully obtained by the receiving Party from a third party under no obligation of confidentiality to the disclosing Party; or

is developed by the receiving Party independently of the Confidential Information, as evidenced by written records; or

is required to be disclosed by court rule or governmental law or regulation, including, without limitation, any rules and regulations promulgated by the United States Securities and Exchange Commission, provided that the receiving Party gives the disclosing Party prompt notice of any such requirement and cooperated with the disclosing Party in attempting to limit such disclosure; or

was disclosed by the receiving Party with the disclosing Party’s prior written approval.

Title to, and all rights emanating from the ownership of, all Confidential Information disclosed under this Agreement shall remain vested in the disclosing Party. Nothing herein shall be construed as granting any license or other right to use the Confidential Information of the other Party other than as specifically agreed upon by the Parties.

[***], the receiving Party shall [***] return to the disclosing Party all written materials and documents, as well as other media, made available or supplied by the disclosing Party to the receiving Party that contains Confidential Information, together with any copies thereof, except that the receiving Party may retain one copy each of such document or other media for archival purposes, subject to protection and nondisclosure in accordance with the terms of this Agreement.

Notwithstanding anything to the contrary in this Section 14, each Party may disclose the Confidential Information of the other Party to the extent such disclosure is reasonably necessary to prosecute or defend litigation. In addition, Licensee may disclose the Confidential Information of Licensors to the extent such disclosure is reasonably necessary to facilitate discussions with prospective investors or acquirers or to prospective Sub-Licensees, provided that Licensee has procured that such prospective investors or acquirers or prospective Sub-Licensees undertake obligations of confidentiality which are substantially similar to those contained in this Section 14 and will not disclose such Confidential Information to any third party, or use the Confidential Information for any purpose other than discussions with Licensee.

WARRANTIES; DISCLAIMER OF WARRANTIES

Neither Licensors nor any of their trustees, directors, employees, or agents assumes any responsibility for the manufacture, production, specifications, sale or use of the Invention or Licensed Products, by Licensee or any Sub-licensees.

Except as provided in Section 15.5, Licensors make no representations, and provide no warranties, express or implied, including, but not limited to, warranties of fitness for purpose or merchantability or satisfactory quality or compliance with any description, or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise, regarding or with respect to the Invention or Licensed Products, and to the fullest extent permitted by law, all such warranties and representations are hereby excluded.

Licensors make no representations, and provide no warranties, express or implied, on the patentability of the Invention or Licensed Products or of the enforceability of any Patent Rights, if any, and to the fullest extent permitted by law, all such warranties and representations are hereby excluded.

Licensors make no representations, and provide no warranties, express or implied, that the Invention or Licensed Products are or shall be free from infringement of any patent or other rights of third parties or of St. Jude’s rights to chimeric antigen receptors containing [***], and to the fullest extent permitted by law, all such warranties and representations are hereby excluded.

St. Jude represents that no third party (i) has rights to [***] and [***] or (ii) eights to any continuing pending applications to the extent that such pending applications

INDEMNITIES; INSURANCE; LIMITATION OF LIABILITY

Licensee hereby indemnifies, holds harmless and defends Licensors from and against any and all losses, damages, costs (including, without limitation, reasonable attorneys’ fees and other legal costs (subject to Section 16.2 below)), expenses and liabilities (collectively, “Liabilities”) whatsoever which Licensors may incur or suffer from any actions brought by a third party or, solely with respect to Section 16.1(e) below, any claims or demands, in each case, to the extent arising from:

the manufacture, marketing, distribution and sale of the Licensed Products by Licensee or through any of its Related Companies or Sub-Licensees; or

the use or exploitation of any of the Patent Rights by Licensee or its Sub-Licensees or Related Company(ies) infringes the rights of any third party;

any other agreements entered into by Licensee or any of its Related Companies or Sub-licensees relating to the Licensed Products and Invention or the performance or non-performance of the terms of such agreements or any representations or statements made by Licensee or any of its Related Companies or Sub-Licensees relating to the Invention or Licensed Products; or

any claim that a use of any Licensee Improvement or Joint Improvement or any other modification(s) made by or on behalf of Licensee or any of its Sub-Licensees or Related Companies to an invention claimed in the Patents Rights or Other Patent Rights as of the Effective Date infringes any trademark, trade secret, confidential information, copyright or patent or any other proprietary rights of any third party; or

all taxes of any kind (except income tax in respect of consideration received by Licensors under this Agreement), payments in lieu of taxes, import duties, assessments, fees, charges and withholdings of any nature whatsoever, and all penalties, fines, additions to tax or interest thereon, however imposed, whether levied or asserted against Licensors by any tax authority of any country to the extent based solely on any activities of Licensee or its Related Company(ies) in accordance with this Agreement; or

all charges, fines or any liability arising from any default or failure by Licensee or any of its Related Companies or Sub-Licensees to comply with and observe all laws and regulations referred to in Section 17; or

any action or omission of Licensee or any of its Related Companies or Sub-Licensees, or any of their employees, agents or contractors in the performance of its obligations or the exercise of any of its rights under this Agreement.

In the event that a Licensor intends to claim indemnification under Section 16.1 above, such Licensor shall [***] notify Licensee in writing of the alleged Liabilities. Licensee shall have the right to control the defense and/or settlement thereof with counsel of its choice as long as such counsel is reasonably acceptable to the applicable Licensor(s); provided, however, that each Licensor shall have the right to retain its own counsel for any reason, provided further that the costs of such counsel retained by a Licensor shall [***]. Licensors shall cooperate with Licensee and its legal representatives in the investigation of any Liability covered by Section 16.1 above. A Licensor shall not, except with the written consent of Licensee, such consent not to be unreasonably withheld, voluntarily make any payment or otherwise settle or compromise any third party claim for which a Licensor wishes to claim indemnification under this Section 16. For the avoidance of doubt, circumstances in which Licensee may reasonably withhold its consent shall include, but shall not be limited to, payment, settlement or compromise that [***]. In addition, notwithstanding Section 16.1 above, Licensee shall have no obligation to indemnify or hold harmless any Licensor from any Liabilities to the extent that such Liabilities arise directly from the acts or omissions of that Licensor ( or its employees, agents and/or representatives) or from any breach of any representation, warranty or other term of this Agreement by that Licensor.

Prior to the first use of a Licensed Product in a human being, Licensee shall obtain and shall thereafter maintain adequate product liability insurance and shall ensure that Licensors are named as an additional insured on the policy. Licensee shall supply Licensors with a copy of such insurance policy upon written request.

Licensors shall not have any liability to Licensee for any indirect, consequential, special or incidental loss, damage, expense or liability (including lost profit and loss of goodwill, opportunity costs, loss of business, damage to reputation, claims by third patties or customers), or any exemplary or punitive damages, regardless of the form of action, whether in contract or tort (including negligence), arising under or relating to this Agreement, including from the Licensee’s use or exploitation of the Patent Rights or Invention; provided however that nothing in this Section I 6.4 shall be deemed to limit the indemnification obligations of Licensee under Section 7.6, Section 11.3 or Section 16.1 above to the extent a third patty recovers any such indirect, consequential, special or incidental loss, damage, expense or liability, or any such exemplary or punitive damages with respect to a claim for which Licensee is obligated to indemnify the Licensors thereunder. Licensors’ liability to the Licensee for direct damages or losses for any cause arising from the acts or omission of NUS and/or St. Jude in the performance of this Agreement shall be limited [***].

COMPLIANCE WITH LAW

Licensee shall observe, and shall require that its Related Companies and Sub-Licensees observe, all applicable laws and regulations, and obtain all necessary licenses, consents and permissions required, in respect of the manufacture, storage, marketing, distribution, sale (including export), and importation of the Licensed Products.

TERMINATION

Licensors shall be entitled forthwith to terminate this Agreement [***] by notice in writing if:

Licensee fails, or refuses, to perform or comply with any one or more of its material obligations under this Agreement, and Licensee fails to remedy such default within [***] by Licensee from Licensors;

Licensee ceases to carry on its business;

Licensee is declared insolvent by a court of competent jurisdiction or is unable to pay its debts as they fall due or suspends making payments with respect to all or any class of its debts or enters into any composition or arrangement with its creditors or makes a general assignment for the benefit of its creditors;

Licensee goes into liquidation or if an order is made or a resolution is passed for the winding up of Licensee whether voluntarily or compulsorily (except for the purpose of a bona fide reconstruction or amalgamation); or

Licensee has a receiver or receiver and manager or judicial manager appointed over any part of its assets or undertaking.

Licensee may terminate this Agreement by giving [***] advance written notice of termination to Licensors.

Termination or expiration of this Agreement howsoever caused shall not prejudice any other obligation, right or remedy of the Parties, that at the time of such termination or expiration, has already accrued to another Party or that is attributable to a period prior to such termination or expiration, including without limitation in respect of any antecedent breach.

Upon the termination of this Agreement:

Licensee shall be entitled to continue to exercise the rights granted to it under this Agreement to such extent and for such further period, not exceeding [***] from the date of termination, [***] to enable Licensee to satisfy any orders placed prior to such termination date or scheduled for delivery within such [***] period;

subject to Sections 4.1(g) and 18.4(a) above, Licensee shall [***] cease to manufacture, market, distribute, sell, import or use, either directly or indirectly, the Invention or Licensed Products;

subject to Sections 4.l(g) and 18.4(a) above, each Party shall [***] return or destroy all Confidential Information pursuant to Section 14.6;

Licensee shall [***] pay all amounts due under this Agreement to Licensors and shall submit a declaration in writing signed by a duly authorized officer that it has complied with such payment obligations, along with a copy of all materials [***] to support such declaration.

if termination occurs within [***], Licensee shall, in consideration of Licensors’ forbearance to claim damages against Licensee for lost opportunity cost, provide [***];

if termination occurs within [***], Licensee shall, in consideration of Licensors’ forbearance to claim damages against Licensee for lost opportunity cost, provide [***]; and

if termination occurs within [***] and if Licensee has filed patent applications or obtained patents to any Licensee Improvements to Licensed Product(s) within the scope of the Patent Rights, Licensee agrees upon request to enter into good faith negotiations with Licensors or Licensors’ future licensee(s) for the purpose of granting licensing rights to said patent applications and/or patents to the extent controlled by Licensee [***] and under [***]; provided that such request to negotiate a license must be made by Licensors, if at all, [***].

Notwithstanding termination of this Agreement under any of its provision, Sections 3.4, 3.8 (first sentence only), 4.1(g), 7.8, 8 (for the applicable periods specified in such section), 14, 15, 16.1, 16.2, 16.4, 18.3, 18.4, 19, 20, 21 through to and including 28 shall survive the Term or the termination of this Agreement and shall be deemed to remain in full force and effect.

USE OF LICENSORS’ NAME

FORCE MAJEURE EVENTS

NO PARTNERSHIP OR AGENCY

ASSIGNMENT

Except as provided in Section 22.2 below, no Party shall assign any of its rights under this Agreement, or novate its rights and obligations hereunder to any third party, without the prior consent in writing of the other Parties on terms to be agreed by the Parties. Where such consent is given, the Party, which is the assignor, shall procure that such third party assignee covenants with the other Parties to be bound by the terms of this Agreement as if it had been a party hereto in place of the assignor.

Notwithstanding Section 22.1, Licensee may assign this Agreement and/or its rights and/or obligations hereunder, without the consent of Licensors, to (a) a Related Company or (b) a Pre-approved Assignee; provided that such assignment is in connection with a restructuring or other corporate reorganization or merger or sale of Licensee or any business or assets or similar transaction. [***] and subject to the terms of Section 7 .5, if applicable. No assignment fee or other amounts shall be due hereunder with respect to any consideration received by Licensee and/or its shareholders in connection with any of the Excluded Activities and/or an assignment of this Agreement and/or Licensee’s rights and/or obligations under this Agreement in connection with any of the Excluded Activities.

[***].

NO WAIVER

NOTICES

All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally, sent by internationally recognized priority carrier (e.g., FedEx), email correspondence (delivery receipt confirmed) or by telefax, addressed to the intended recipient thereof at its address or telefax number as set out below (or to such other address or telefax number as any Party may from time to time notify the other Party). Any such notice, demand or communication shall be deemed to have been duly served on and received by the addressee:

if delivered by hand, at the time of delivery;

if sent by priority carrier, within 3 business days of dispatch; or

if sent by email at the time of delivery as shown by delivery and read receipts, or on the next business day if received after the recipient’s normal business hours; or

if transmitted by way of telefax, at the time of transmission, or on the next business day if received after the recipient’s normal business hours.

In proving the giving of a notice or other communication, it shall be sufficient to show:

in the case of communication via priority carrier, that the notice or other communication was contained in an envelope which was duly addressed, sufficient carrier fees paid and posted; or

in the case of telefax that the telefax transmission was duly transmitted from the dispatching terminal as evidenced by a transmission report generated by the transmitting equipment.

ENTIRE AGREEMENT

SEVERABILITY

DISPUTE RESOLUTION

Informal Resolution

the aggrieved Party (“Claimant”) shall notify the responding Party (“Respondent”) in writing (“Resolution Notice”) (and provide a copy of such notice to the other Party to this Agreement), setting forth in detail the nature of its dispute, controversy or claim (“Claim”) and requesting a meeting (“Resolution Meeting”) of a senior representative from each Party to be held on a date not less than [***] nor more than [***] (“Resolution Period”) for the purpose of resolving such Claim;

the Respondent shall issue and deliver a written response to Claimant (and provide a copy of such response to the other Party to this Agreement) not later than [***], setting forth in detail its response to such Claim, failing which the Resolution Meeting shall not proceed and the Claimant shall be entitled to submit the dispute to arbitration as provided under Section 27.2 below;

the senior representative from each Party shall meet to seek to resolve such Claim amicably between the Claimant and the Respondent in good faith; and

if such Claim is not resolved by the end of [***], then either Claimant or Respondent shall be entitled to submit the dispute to arbitration, as provided under Section 27.2 below.

Arbitration

If, and to the extent that, any dispute has not been settled pursuant to Section 27.1 above, then, upon written notice by any Party to the other Party(ies), any dispute with respect to the breach, performance or interpretation of this Agreement shall be referred to and finally resolved by binding arbitration conducted by the Judicial Arbitration and Mediation Services International, Inc. (or any successor entity thereto) (“JAMS”) under the JAMS lnternational Arbitration Rules then in effect, except as modified in this Agreement. The arbitration shall be conducted in the English language, by a panel of three (3) arbitrators, who shall be selected as described in this Section 27.2(a) below and the each of whom meet the qualifications described in this Section 27.2(a). One of the arbitrators shall be selected by Licensee, one of the arbitrators shall be selected by the Licensors jointly, and the third (3rd) arbitrator shall be jointly selected by the two (2) Party-appointed arbitrators. Each of the arbitrators shall be a lawyer admitted to practice in the United Kingdom with at least fifteen (15) years’ experience handling commercial contract disputes with respect to agreements governed by the law of England and Wales. The arbitration panel may also engage an independent expert with experience in the subject matter of the Dispute and at least ten (10) years’ experience at a senior executive level in a pharmaceutical or biotechnology company, or in an academic technology transfer office, to advise the arbitration panel.

The Parties and the arbitration panel shall use [***] to complete any such arbitration within [***]. The arbitration panel shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Patties must expend for discovery; provided that the arbitration panel shall permit such discovery as they deem necessary to permit an equitable resolution of the dispute and shall [***] for the completion of discovery, which time period shall be determined by the arbitration panel based on the issues in dispute, the discovery requested by each of the Parities and the overall goal of the Parties to complete any arbitration within [***].

The Parties agree that the decision of the arbitration panel shall be the sole, exclusive and binding remedy between them regarding the dispute presented to the arbitration panel. Any decision of the arbitration panel may be entered in a court of competent jurisdiction for judicial recognition of the decision and an order of enforcement. The arbitration proceedings and the decision of the arbitration panel shall not be made public without the joint consent of the Parties and each Party shall maintain the confidentiality of such proceedings and decision unless each Patty otherwise agrees in writing; provided that either Party may make such disclosures as are permitted for Confidential Information of another Party under Section 14 above.

Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be conducted in San Francisco, CA, U.S.A. The Parties agree that they [***].

Pending the selection of the arbitration panel or pending the arbitration panel’s determination of the merits of any dispute, any Party may seek appropriate interim or provisional relief f^rom any court of competent jurisdiction as necessary to protect the rights or property of that Party.

GOVERNING LAW

GENERAL

Stamp duty or fees, if any, payable in respect of this Agreement shall be [***].

Each Party shall from time to time do all acts and execute all documents as may be reasonable necessary in order to give effect to the provisions of this Agreement.

Except as otherwise provided in this Agreement, the Parties shall [***] of this Agreement.

This Agreement may be executed in one or more counterparts by the Parties by signature of a person having authority to bind the Party, each of which when executed and delivered, by facsimile transmission or other electronic modes of delivery, will be an original and all of which will constitute but one and the same Agreement.

/s/ Lily CHAN

/s/ Ali Behbahani

/s/ J. Scott Elmer