Language of this Agreement. This Agreement is drawn up in English at the request of the parties. Le present contrat est redige en anglais a la demande des parties. Signed in Montreal, Province of Quebec, Canada. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D., MBA ▇▇▇▇ ▇▇▇▇▇▇ Associate Director IDEA - Chief Executive Officer Invention Development and Entrepreneurship Assistance Office of Innovation and Partnerships January 12, 2016 1-8-2016 Date Date /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Witness Witness All fields LICENSED PATENT(S) PCT/CA2014/050467 entitled Therapeutics for the Induction of Endogenous Steroidogenesis and Methods Associated with Their Identification filed on May 21, 2014, Published on December 18, 2014 (Publication No WO 2014/1979790. Identification of peptide sequences inducing steroid production. McGill ROI 14007 LICENSED INTELLECTUAL PROPERTY Product/Precursor Ions diagnostic of a DHEA Precursor Detected in Human Serum as Potential Biomarkers for the Determination of Alzheimer’s Disease. McGill ROI 15073 (attached herein). Worldwide To be applied for ROI No, 14007 Identification of pepide sequences inducing steroid production and ROI No. 15073 product/Precursor Ions diagnostic of a DHEA Precursor Detected in Human Serum as Potential Biomarkers for the Determination of Alzheimer’s Disease: No upfront license fee Equity: 5% non dilutable until series A of financing. (“Series A financing” shall be defined as any financing by the company amounting to a total of USD 1,500,000 in one or a series of transactions involving the sale of the same security.) IASO BIOMED will issue to McGill a number of common shares equal to 5% of the total number of issued and outstanding shares in IASO BIOMED. Licensee will provide to McGill a written report with the information described in clause 5.1 on a yearly basis until first commercial sale of a LICENSED PRODUCT and a quarterly report thereafter. Minimum royalty payments will be made yearly at the time the annual report is submitted; royalty payments on sales will be made on a quarterly basis. To be applied to ROI No. 14007 Identification of peptide sequences inducing steroid production only: Royalties: 3.0% of annual NET REVENUES of products developed from or using the LICENSED PATENT by licensee/affiliates in any country in which IASO BIOMED sells products. Licensee shall pay McGill 25% of any and all sublicensing fees received by licensee from sub licensee. Minimum royalties: $5,000 per year starting on the date of commercialization of the first product developed using the IP, covered in this License Agreement. Royalty stacking: In the event that it is required for IASO BIOMED to obtain third party licenses for the commercialization of the product using the IP, there could be a reduction of the original royalty rate by 50% of the royalty to be paid to McGill (the maximum reduction cannot exceed 50% of the royalties). For greater certainty, the royalty rate payable to McGill will not be lower than 1.5% Milestone payments: $5,000 on the issuance of the 1st US patent $25,000 on the filing with a governmental authority of the first investigational new drug application (or equivalent regulatory filing) $50,000 on the initiation of the first Phase II clinical study $ 100,000 on the initiation of the first Phase III clinical study $300,000 on receipt of regulatory approval (US FDA or its equivalent in any other jurisdiction) to launch and market the licensed product Each above-mentioned Milestone payment shall be payable by licensee within 30 days from its achievement, as the case may be. If such Milestone is not achieved, no payment related thereto shall become due and owing. Patent expenses: laso Biomed will reimburse McGill for the incurred costs for filing, prosecuting and maintaining the patents, to date an amount of $12,066.11. This amount is payable upon the license agreement execution date. To be applied to ROI No. 15073 Product/Precurspr Ions diagnostic of a DHEA Precursor Detected in Human Serum as Potential Biomarkers for the Determination of Alzheimer's Disease only:
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Language of this Agreement. This Agreement is drawn up in English at the request of the parties. Le present présent contrat est redige rédigé en anglais a à la demande des parties. Signed in MontrealMontréal, Province of QuebecQuébec, Canada. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Ph.D., MBA Associate Director IDEA – Invention Development and Entrepreneurship Assistance Office of Innovation and Partnerships ▇▇▇▇ ▇▇▇▇▇▇ Associate Director IDEA - Chief Executive Officer Invention Development President and Entrepreneurship Assistance Office of Innovation and Partnerships CEO January 12, 2016 1-January 8-, 2016 Date Date /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ A. Coquet /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Witness Witness All fields LICENSED PATENT(S) PCT/CA2014/050467 entitled Therapeutics for the Induction of Endogenous Steroidogenesis and Methods Associated with Their Identification filed on May 21, 2014, Published on December 18, 2014 (Publication No WO 2014/1979790. Identification of peptide sequences inducing steroid production. McGill ROI 14007 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ LICENSED INTELLECTUAL PROPERTY Product/Precursor Ions diagnostic of a DHEA Precursor Detected in Human Serum as Potential Biomarkers for the Determination of Alzheimer’s Disease. McGill ROI 15073 (attached herein)▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇. Worldwide To be applied for ROI No, . 14007 Identification of pepide peptide sequences inducing steroid production and ROI No. 15073 productProduct/Precursor Ions diagnostic of a DHEA Precursor Detected in Human Serum as Potential Biomarkers for the Determination of Alzheimer’s 's Disease: No upfront license fee Equity: 5% non dilutable until series A of financing. (“Series A financing” shall be defined as any financing by the company amounting to a total of USD 1,500,000 in one or a series of transactions involving the sale of the same security.) IASO BIOMED will issue to McGill a number of common shares equal to 5% of the total number of issued and outstanding shares in IASO BIOMED. Licensee will provide to McGill a written report with the information described in clause 5.1 on a yearly basis until first commercial sale of a LICENSED PRODUCT and a quarterly report thereafter. Minimum royalty payments will be made yearly at the time the annual report is submitted; royalty payments on sales will be made on a quarterly basis. To be applied to ROI No. 14007 Identification of peptide sequences inducing steroid production only: Royalties: 3.0% of annual NET REVENUES of products developed from or using the LICENSED PATENT by licensee/affiliates in any country in which IASO BIOMED sells products. Licensee shall pay McGill 25% of any and all sublicensing fees received by licensee from sub licensee. Minimum royalties: $5,000 per year starting on the date of commercialization of the first product developed using the IP, covered in this License Agreement. Royalty stacking: In the event that it is required for IASO BIOMED to obtain third party licenses for the commercialization of the product using the IP, there could be a reduction of the original royalty rate by 50% of the royalty to be paid to McGill (the maximum reduction cannot exceed 50% of the royalties). For greater certainty, the royalty rate payable to McGill will not be lower than 1.5% Milestone payments: $5,000 on the issuance of the 1st US patent $25,000 on the filing with a governmental authority of the first investigational new drug application (or equivalent regulatory filing) $50,000 on the initiation of the first Phase II clinical study $ 100,000 on the initiation of the first Phase III clinical study $300,000 on receipt of regulatory approval (US FDA or its equivalent in any other jurisdiction) to launch and market the licensed product Each above-mentioned Milestone payment shall be payable by licensee within 30 days from its achievement, as the case may be. If such Milestone is not achieved, no payment related thereto shall become due and owing. Patent expenses: laso Biomed will reimburse McGill for the incurred costs for filing, prosecuting and maintaining the patents, to date an amount of $12,066.11. This amount is payable upon the license agreement execution date. To be applied to ROI No. 15073 Product/Precurspr Ions diagnostic of a DHEA Precursor Detected in Human Serum as Potential Biomarkers for the Determination of Alzheimer's Disease only:
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