INTELLECTUAL PROPERTY PLATFORM CONTRIBUTION TRANSACTION LICENSE AGREEMENT By and Between RAPTOR THERAPEUTICS INC. And RPTP EUROPEAN HOLDINGS, C.V.

Section 2.2                          Sublicenses.  Except as set forth in this Section 2.2, RPCV shall not have the right to assign, sublicense, make available or other transfer the rights granted to RPCV pursuant to Section 2.1 ("License") without the express written consent of RTUS.  RPCV shall have the right to sublicense without RTUS consent to (a) its Affiliates, (b) any Third Parties engaged by RPCV to provide clinical development services for Raptor Products and Services, and (c) any Third Parties engaged by RPCV as a wholesaler or distributor of Raptor Products and Services.

Section 3.1                          Retention of Legal Ownership.  The legal ownership of Raptor Intellectual Property Rights, Raptor Technology, Raptor Marketing Intangibles, and improvements and modifications thereto, whether made by RPCV or its Sublicensees, or by RTUS or its Sublicensees ("Rights and Intangibles"), is and shall at all times remain with RTUS.  RPCV and/or its Sublicensees shall not at any time during or after the expiration or termination of this License Agreement in any way question or dispute the ownership thereof by RTUS or its licensors.  RPCV will promptly disclose, and cause its Sublicensees to promptly disclose, any improvements or modifications of Raptor Intellectual Property Rights, Raptor Technology, Raptor Marketing Intangibles, and Raptor Products and Services, to RTUS.  RPCV and its Affiliates hereby irrevocably assigns all its rights, title and interest in and to such Rights and Intangibles to RTUS, and will execute and provide to RTUS all documents and instruments of conveyance respecting the foregoing Rights and Intangibles as may be appropriate to perfect RTUS's legal title thereto.  The absence of such documents and instruments of conveyance shall not limit the rights of RTUS in the foregoing Rights and Intangibles. To the extent any of the rights, title and interest in and to the Rights and Intangibles cannot be assigned by RPCV and its Affiliates to RTUS, RPCV and its Affiliates hereby grant to RTUS an exclusive, transferable, perpetual, irrevocable, unrestricted license (with rights to sublicense through one or more tiers of sublicensees) under such non-assignable Rights and Intangibles. To the extent any of such Rights and Intangibles can be neither assigned nor licensed by RPCV and its Affiliates to RTUS, RPCV and its Affiliates hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable Rights and Intangibles against RTUS, RTUS's Affiliates, RTUS's licensees or RTUS's successors, or its and their respective customers.   All Sublicenses granted by RPCV shall have the same assignment provisions and requirements for compliance with Global Brand Protocols and quality standards as in this Section 3.1, in its entirety.

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Section 3.2                          Reservation of Rights.  RPCV retains no rights under the assignments made in Section 3.1 other than as expressly granted hereunder, whether by implication, estoppel or otherwise.

Section 3.3                          Trademark and Service Mark Registrations in the Territory.      RTUS shall have sole discretion to file and control prosecution of registrations or filings relating to Raptor Products and Services, improvements and modifications thereto, in the Territory.  RPCV shall cooperate with RTUS to make such registrations or filings with the appropriate authorities, including without limitation trademarks and service marks in the Territory descriptive of the Raptor Marketing Intangibles and of the Local Businesses.  All such registrations or filings shall be and shall remain the property of RTUS.  Subject to the licenses granted to RPCV in this License Agreement, RPCV hereby irrevocably assigns all its rights, title and interest in and to the Raptor Marketing Intangibles to RTUS, and will execute and provide to RTUS, all documents and instruments of conveyance respecting such Raptor Marketing Intangibles, registrations and filings as may be appropriate to perfect RTUS's legal title thereto.  All goodwill accruing to the trademarks as a result of use of the trademarks by RPCV will belong solely to RTUS.  The absence of such documents and instruments of conveyance shall not limit the rights of RTUS, in such Raptor Marketing Intangibles, registrations or filings. All Raptor Marketing Intangibles shall be used solely in the Territory and solely in compliance with the Global Brand Protocols.  All Raptor Products and Services will meet the quality standards set by RTUS. All Sublicenses granted by RPCV shall have the same assignment provisions as in this Section 3.3, in its entirety.

Section 3.4                          Enforcement. RPCV will cooperate with RTUS, at the request of RTUS, in connection with the commencement and prosecution of any claims or suits for infringement, misappropriation or unauthorized use of Raptor Intellectual Property, or any other cause of action or claim for relief relating to Raptor Intellectual Property, Raptor Technology, Raptor Marketing Intangibles, or Raptor Products and Services, including joining such action as a plaintiff and providing assistance, testimony, documentation or other evidence to support any such claims or suits.

Section 3.5                          Power of Attorney.  RPCV hereby authorizes RTUS to make, constitute, and appoint any representative of RTUS, as RTUS may select, in its sole discretion, as RPCV's true and lawful attorney-in-fact, with power to endorse RPCV's name on all applications, documents, papers, and instruments necessary or desirable to implement some, all or any of the rights that RTUS has assigned or agreed to assign to RPCV under this License Agreement, or to take any other action of RTUS for the benefit of RPCV under this License Agreement.  RPCV hereby ratifies all actions that such attorney shall do or cause to be done by virtue hereof.

Section 4.1                          Platform Contribution Transaction Payments.  In consideration for the licenses granted under this License Agreement, RPCV shall make Platform Contribution Transaction Payments to RTUS as set forth in Exhibit 1 ("PCT Payments") hereto from the Effective Date through the date on which all payments have been made in accordance with this License Agreement (the "Completion Date"), on which date all such licenses shall be fully paid up in an amount to be determined.

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Section 4.2                          Periodic Adjustment.  The PCT Payments for each Fiscal Year set forth in Section 4.1 ("PCT Payments") shall be reviewed annually by the Parties no later than ninety (90) days following the Fiscal Year End to assure that it continues to reflect the arm's length value of the licenses and rights granted to RPCV under the terms of this License Agreement.  If the Parties mutually agree that a change to the PCT Payments is necessary, then the Parties shall execute an appropriate amendment to this License Agreement.

Section 4.3                          Reporting and Payments.  Within ninety (90) days after each Quarterly Close Date commencing with the first Quarterly Close Date following the Effective Date of this License Agreement, RPCV shall pay to RTUS, in a manner agreeable to RTUS, the PCT Payment amount due in accordance with Section 4.1 ("PCT Payments") for such quarter.  With each such payment, RPCV shall provide to RTUS a report, reviewed and approved by a responsible representative of RPCV upon request, containing the information necessary for RTUS to be able to verify the PCT Payment amount, and any other information reasonably requested by RTUS.

Section 4.4                          Audits.  RPCV shall keep and maintain complete and accurate records of the transactions underlying the payments to be made hereunder and, promptly upon request, shall allow RTUS or its designee to inspect, audit and make extracts or copies of such records for the purpose of ascertaining the correctness of such payments.  If any examination and audit discloses any deficiency, RPCV shall pay the deficiency, plus interest thereon at the U.S. short term Applicable Federal Rate under Treasury Regulation Section 1.482-2(a) compounded quarterly from the date the deficiency was due to RPCV, within thirty (30) days of the next Quarterly Close Date.

Section 4.5                          Currency.  All payments contemplated hereby or made by RPCV in connection herewith shall be made in the currency agreed by the parties.  Any reported amount in currencies other than the U.S. Dollar shall be translated into U.S. Dollars at the prevailing bookkeeping rate used by RTUS during the period in which the amount is recognized under U.S. GAAP as applied by RTUS for financial reporting purposes.

Section 4.6                          Manner of Payment.  At the sole discretion of RTUS, netting of any amount payable under this License Agreement as against existing accounts payable and accounts receivable, or other netting method, shall be acceptable payment, effective as of the date of the netting on the books of the Parties.

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Section 5.1                          Definition of Confidential Information.  The Parties acknowledge that, from time to time, one Party (the "Discloser") may disclose to the other Party (the "Recipient") information: (a) which is marked with "confidential" or a similar legend; or (b) which is described orally and designated as confidential; or (c) which would, under the circumstances, be understood by a reasonable person to be confidential ("Confidential Information").  Any unmarked or oral information relating to the manufacturing processes and sales forecasts for Raptor Products and Services conveyed during a meeting between employees of the Parties discussing Confidential Information will be Confidential Information by default whether or not declared confidential and whether or not it is subsequently described in writing.  Upon subsequent disclosure of previously disclosed Confidential Information to the Recipient by the Discloser, the information will remain Confidential Information even if not identified as Confidential Information at the subsequent disclosure.

Section 5.2                          Confidentiality Obligations.  The Recipient shall retain such Confidential Information in confidence, and shall not disclose it to any Third Party or use it for other than the purposes of this License Agreement without the Discloser's prior written consent.  Each Party shall use at least the same procedures and degree of care with respect to such Confidential Information which it uses to protect its own confidential information of like importance, and in no event less than reasonable care. The Recipient will immediately give written notice to the Discloser of any unauthorized use or disclosure of the Discloser's Confidential Information, and the Recipient will assist the Discloser in remedying such unauthorized use or disclosure.

Section 5.3                          Compelled Disclosure.  In the event that the Recipient or (to the knowledge of the Recipient) any of its representatives is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demands or other similar processes) to disclose any of the Discloser's Confidential Information, the Recipient shall provide the Discloser with prompt written notice of any such request or requirement sufficiently timely to allow the Discloser adequate time to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this License Agreement.

Section 5.4                          Exceptions.  Notwithstanding the foregoing, Confidential Information will not include information to the extent that such information:

(a)	was generally available to the public at the time of its disclosure to the Recipient hereunder;