AMENDED AND RESTATED LICENSE AGREEMENT PPPS PROCESS

May 7, 2012

PROMETIC LIFE SCIENCES INC.,

a corporation existing under the laws of Canada, having a place of business at ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, edifice 15, Laval, Quebec, Canada H7V 1B7  

(the “Licensor”)

- and -

Licensor’s Affiliates named in Exhibit A annexed hereto;

(the “Licensor’s Affiliates”)

- and -

HEMATECH BIOTHERAPEUTICS INC. [***],

a corporation to be incorporated under the laws of Taiwan, represented by [***];

(the “Licensee”).

(The Licensor and the Licensor’s Affiliates are collectively referred to as “Licensor Party”; Each of Licensor, Licensor’s Affiliates and Licensee is hereinafter referred to as a “Party” and collectively as the “Parties”).

1.1

Definitions

1.1.1

“Affiliate” means, with respect to any Person, at the time of determination, any Person that directly or indirectly controls, is controlled by or is under common control with such Person; “Control” shall in this context means the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of greater than fifty percent (50%) of the voting stock or other voting interests in the Person in question, by contract or otherwise;

1.1.2

“Agreement” means this license agreement, including all schedules attached hereto, as may be modified, amended, supplemented or restated from time to time;

1.1.3

“Applicable Law” means all laws, schedules, regulations, rules or order of any national, federal, state, local or other jurisdictional governmental entity or authority applicable to the authorities contemplated by this Agreement;

1.1.4

“BLA” means a “Biologic License Application” as defined in the United States Food, Drug and Cosmetic Act, as amended, and applicable FDA rules and regulations or, as the case may be, the foreign equivalent thereof in a country outside of the USA, according to which a biological product is approved for marketing under the Applicable Law;

1.1.5

“Bulk Active” means, as regards a Plasma Protein, the bulk fraction containing such plasma protein that meets the required level of purity, viral safety or quality assurance and control, purified from the related Bulk Intermediate and that is ready to be formulated in a finished formulation;

1.1.6

“Bulk Intermediate” means, as regards a Plasma Protein, the bulk fraction obtained directly from the application of the related Primary Capture Step of the PPPS Backbone, as applicable, to the Raw Material and containing a high concentration of such plasma protein, before being subjected to a Downstream Process to produce Bulk Active of such product;

1.1.7

“cGMP” means the practices, standards and guidelines published as good manufacturing practices for drug manufacturers, in the form of (i) laws or regulations; or (ii) guidance documents which are implemented within the pharmaceutical manufacturing industry, as applicable; and as same are in effect from time to time during the Term;

1.1.8

“Calendar Year” means the period of twelve (12) consecutive calendar months commencing on January 1 and ending on December 31 of any calendar year;

1.1.9

“CMC” means data and documentation related to the chemistry, manufacture and controls necessary to commercialize a Plasma-Derived Product;

1.1.10

“Confidential Information” means all information which is not generally known to the public, whether or not identified as “confidential”, including the contents of this Agreement, research program, material, data, know-how, formulations, techniques, equipment, methods, results, information regarding sources of supply, business plans, partners, clients, potential agreements and the existence, scope and activities of any research, development, manufacturing, marketing, or other projects, patent applications, trade secrets and other similar information with like characteristics and all copies and tangible embodiments thereof (in whatever form or medium); provided, however, that the foregoing shall not be considered Confidential Information if it: (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement or any other written agreement between the Parties; (ii) was known by the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party; (iii) is or becomes available to the Disclosing Party on a non-confidential basis from a source other than the Disclosing Party unless the Receiving Party knows that such source is prohibited from disclosing the information to the Receiving party by a contractual, fiduciary or other legal obligation to the Disclosing Party; or (iv) is shown by dated written records to have been developed by the Receiving Party without reference or reliance upon the Confidential Information provided by the Disclosing Party and without violation of the terms and conditions of this Agreement;

1.1.11

“Development  Plan” means [***];

1.1.12

“Disclosing Party” means any Party to this Agreement which provides Confidential Information to the Receiving Party in the course of discussions or business dealings with the Disclosing Party or by providing physical or electronic access (if any) to its premises or materials;

1.1.13

“Downstream Process” means [***];

1.1.14

[***];

1.1.15

“FDA” means the United States Food and Drug Administration or any successor or replacement entity thereof;

1.1.16

“Field” means [***];

1.1.17

“First Commercial Sale” [***];

1.1.18

“Governmental Authority” means any (a) nation, region, state, county, city, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (d) multinational organization exercising judicial, legislative or regulatory power or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature of any federal, state, local, municipal, foreign or other government.

1.1.19

“Governmental Authorization” means any approval, consent, ratification, waiver, license, permit, registration or other authorization issued or granted by any Governmental Authority.

1.1.20

“[***]” means [***];

1.1.21

[***];

1.1.22

“IND” means an “Investigational New Drug” application, as defined in the United States Food, Drug and Cosmetic Act, as amended, and applicable FDA rules and regulations or the equivalent thereof in a country outside of the USA;

1.1.23

“Intellectual Property” means all intellectual property rights, anywhere in the world, including rights to (i) inventions (whether patentable or not, and whether or not reduced to practice), all improvements thereto, patent applications, patents, including re-issue, re-examination, renewal, extension or division thereof, continuation and continuations in part; (ii) copyrights; (iii) designs, industrial designs; (iv) trademarks, services marks, logos, trade names and corporate names, together with all adaptations, translations, derivations, and combinations thereof (including all goodwill associated therewith); (v) Confidential Information, including know-how and trade secrets; (vi) integrated circuit topographies; and (vii) any applications for the registration and protection of any of the foregoing;

1.1.24

“Judgment” means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.

1.1.25

“Licensee’s Intellectual Property” means all Intellectual Property concerning the Licensee’s Technology;

1.1.26

“Licensee’s Technology” means the following technology relating to:

(i)

the manufacturing of the Plasma Proteins from the Bulk Active form to the finished form conceived, developed, reduced to practice, licensed or acquired by or on behalf of the Licensee from a Third Party following the

Effective Date as well as any and all data, including clinical data collected by or on behalf of the Licensee during the Term in relation with the Plasma-Derived Products, but specifically excluding any and all Licensor’s Technology, Confidential Information as well as any Intellectual Property related thereto;

1.1.27

“Licensor’s Intellectual Property” means all Intellectual Property covering the Licensor’s Technology;

1.1.28

“Licensor’s Technology” means the following technology:

(i)

[***];

(ii)

[***];

(iii)

[***];

(iv)

[***];

(v)

[***];

(vi)

[***]; and

(vii)

[***]

1.1.29

“Net Sales” means [***];

1.1.30

“PPPS Backbone” [***];

1.1.31

“Patents” means (i) any and all patents and patent applications relating to the Licensor’s Technology including but not limited to those listed in Schedule 1.1.31, any patents issued from such applications and any divisions, continuations, continuations-in-part, re-issues, re-examinations, patents of importation, patents of addition, extensions and foreign counterparts to any of the foregoing; and (ii) any and all patents or patent applications claiming priority from any patents or patent applications referred to in (i), in all cases owned or controlled by Licensor or any of its Affiliates;

1.1.32

“Optional Plasma Proteins” means [***];

1.1.33

“Optional Product” means any of the Optional Plasma Proteins, or a combination thereof, whether in Bulk Intermediate, in Bulk Active or finished form, in all cases extracted and purified by Licensee using a Resin, the PPPS Backbone and/or Downstream Process;

1.1.34

“Person” means any individual, corporation, cooperative organization, company, partnership, unincorporated association or entity, trust, joint venture, estate,

governmental or regulatory body or authority, judicial entity or authority or legal entity of whatever nature;

1.1.35

“Plasma-Derived Products” means any of the Plasma Proteins[***];

1.1.36

“Plasma Proteins” means[***]; “Plasma Protein” [***];

1.1.37

“[***]Product” means [***];

1.1.38

“Primary Capture Step” means [***];

1.1.39

“Process” means [***];

1.1.40

“Production Facility” means [***];

1.1.41

“Raw Material” means pooled human blood plasma;

1.1.42

“Receiving Party” means any Party to this Agreement which receives Confidential Information from the Disclosing Party in the course of discussions or business dealings with the Disclosing Party or through physical or electronic access (if any) to the premises or materials of the Disclosing Party;

1.1.43

“Regulatory Approval” means the product license or marketing approval necessary as a prerequisite for marketing a Plasma-Derived Product in a particular country;

1.1.44

“Regulatory Body” means any agency or organization responsible in a jurisdiction for the regulation of medicinal products derived from human plasma or having authority over the testing and marketing of pharmaceutical and biological products generally, including the FDA, EMEA and the World Health Organization;

1.1.45

“Reseller” means a Third Party who shall enter into a Reselling Agreement (as such term is further defined in Section 3.1 herein) with the Licensee to offer for sale and sell a Plasma-Derived Product;

1.1.46

“Resin” means [***];

1.1.47

“Site Master File” means the documentation required as part of the licensing procedures (market authorization) by any Regulatory Body having jurisdiction over such licensing, for the Plasma-Derived Products, including, without limitation, details of the manufacturing building, location, construction, service facilities and environment, which is kept in an independent file;

1.1.48

“Substitute Product” means [***];

1.1.49

“Tech Transfer Plan” means [***];

1.1.50

“Territory” means Taiwan; and

1.1.51

“Third Party” means any Person other than the Licensor Party and the Licensee and their Affiliates.

1.2

Interpretation/Rules of construction

1.2.1

Elements of this Agreement.  When a reference is made in this Agreement to the Preamble, a Section or a Schedule, such reference is to the Preamble to, a Section of, or an Appendix to this Agreement, unless otherwise indicated.

1.2.2

Meaning of “Include” and Variations Thereof.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be understood to be followed by the words “without limitation”.

1.2.3

Appendices.  The Appendices to this Agreement are hereby incorporated to this Agreement by this reference. If any provision of this Agreement is inconsistent with a provision of an Appendix, the provisions of this Agreement shall govern and prevail.

1.2.4

Gender; Singular and Plural.  Any reference in this Agreement to any gender shall include both genders and the neuter.  Words herein importing the singular number only shall include the plural and vice versa.

1.2.5

Headings.  The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.2.6

Currency.  All references to currency herein are to lawful money of the United States of America (the “USA”).

2.1

Licensor’s Grant

(i)

[***];

(ii)

[***]; and

(iii)

[***].

(a)

The Licensee shall not have any right under Licensor’s Intellectual Property other than those expressly set forth in Section 2.1, all other rights being retained by the Licensor Party.  For avoidance of doubt:

(i)

nothing under this Agreement shall be construed or interpreted as restricting the Licensor Party from, directly or indirectly through sublicensees, using, developing or otherwise granting or authorizing the use, development and the [***], including Plasma-Derived Products outside of the Territory;

(ii)

[***]; and

(iii)

subject to otherwise expressly provided in the [***]Agreement to be entered into between Licensee and Licensor, nothing under this Agreement shall be construed or interpreted as granting or authorizing the Licensee under the Licensor’s Intellectual Property to use the PPPS Backbone and/or a Downstream Process to [***].

(b)

The Licensee undertakes to use the  Licensor’s Technology only as licensed under this Agreement and only as long as licensed under this Agreement, and in each case, in accordance with the terms and conditions of this Agreement.

(c)

[***]

(d)

Subject to the terms of this Agreement, if at any time either of Licensee or Licensor (and/or its Affiliates) desires to transfer or assign all or a portion of Licensee’s or Licensor’s Technology or Intellectual Property to a third party, Licensee or Licensor shall [***]

2.2

Licensee’s Grant

(a)

[***]

(b)

[***]

2.3

Licensee’s Option

(a)

[***];                                              

(b)

[***];

(c)

[***];

(d)

[***];

3.1

Appointment of Resellers

(i)

[***];

(ii)

[***];

(iii)

[***];

(iv)

[***]; and

(v)

[***]

(vi)

[***]

3.2

Enforcement

4.1

Steering Committee

5.1

Disclosures

(i)

Licensor’s Technology to the extent strictly necessary to comply with its obligations under this Agreement; and

(ii)

tangible advances in, additions, enhancements, improvements and/or modifications made by or on behalf of such Party to Licensor’s Technology.

5.2

Ownership of Intellectual Property

(a)

Subject to the licenses and other rights granted to the Licensee by the Licensor Party under this Agreement, all rights, titles and interests in and to the Licensor’s Technology, including any Intellectual Property therein, shall vest exclusively in and to the Licensor Party.

(b)

Subject to the licenses and other rights granted to the Licensor by the Licensee under this Agreement, all rights, title and interest in and to Licensee’s Technology, including any Intellectual Property rights therein, shall vest exclusively in and to the Licensee[***].

5.3

Joint Intellectual Property

5.4

Prosecution and Maintenance

5.5

Assistance

5.6

Description as Authorized Licensee

5.7

No Challenge

5.8

Infringement by a Third Party

(a)

[***]

(b)

[***]

(c)

[***]

(d)

[***]

5.9

Infringement Actions by Third Parties

(a)

[***]

(b)

[***]

(c)

[***]

6.1

Payments

(a)

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

(b)

[***]

(c)

Performance

6.2

Royalty Payments (Plasma-Derived Product, Excluding [***]Product) and Profit Sharing for [***][***]

(a)

[***]

(b)

[***].

(c)

[***]

6.3

Payments; Royalty Statements

(a)

All payments made by Licensee or Licensor, as the case may be, under this Agreement shall be made in US dollars, subject to any applicable withholding taxes and duties under the Applicable Law, and such payments shall be made by check or wire transfer to one or more U.S. bank accounts to be designated in writing by the receiving Party.

(b)

The Licensee shall furnish the Licensor along with each Royalty Payment a written royalty statement in order to establish the accuracy of its determination of amounts payable (each a “Royalty Statement”).  For greater certainty, each Royalty Statement shall include a description and the quantity of the Plasma-Derived Products sold or otherwise disposed of, and a reasonably detailed calculation of the Royalty Payments made during the calendar quarter in questions.  The requirements of Royalty Statement set forth above shall apply mutatis mutandis to payments under the Profit-Sharing Right as provided in Section 6.2 above.

6.4

Interest on Late Payment

6.5

Substitution of [***]Product

7.1

Compliance with Local Laws

7.2

Development

8.1

Financial Records

(a)

The Licensee shall keep, and shall include in each Reselling Agreement a statement requiring each Reseller to keep, for a minimum of five years from the date of their origin, full, complete and accurate books and records pertaining to the sale of Plasma-Derived Product and covering all transactions against which royalties are paid or are derived, the whole in sufficient detail to permit the Licensor or its representatives to confirm the Royalty Payments and any other amounts owed to Licensor under this Agreement.

(b)

The Licensor shall keep for a minimum of five years from the date of their origin, full, complete and accurate books and records pertaining to the sale of [***]Products that are subject to the Profit-Sharing Right as set forth in Section 6.2 herein and covering all transactions against which royalties are paid or are derived, the whole in sufficient detail to permit the Licensee or its representatives to confirm the applicable payments under such Profit-Sharing Right.

8.2

Audit Rights

(a)

Upon reasonable prior written notice, the Licensee shall make such books of account and records available for inspection and audit during normal business hours at the principal offices of the Licensee for the sole purpose of determining whether appropriate accounting and payment have been made by the Licensee hereunder (the “Inspection”).  Such Inspection shall be conducted by an independent accounting firm appointed by the Licensor and acceptable to the Licensee.  The Licensor audit representative or such independent accounting firm shall be under confidentiality obligations to the Licensee to reveal to the Licensor only whether there is an error in such payment and, if so, the amount of such error, and no other information.  The Licensor shall bear the cost of any such Inspection; provided, that if the results of the audit reveal that the Licensee has underpaid the Licensor by more than five percent (5%), the Licensee shall reimburse the Licensor for the cost of such Inspection.  The Inspection shall be limited to the four (4) calendar quarters immediately preceding reception of the notice to inspect.

(b)

The Licensee shall include in each Reselling Agreement a statement requiring the Reseller to grant access to such records to an independent accountant acting on the Licensor’s behalf.

(c)

The Inspection right granted to Licensor as set forth in paragraph (a) above shall apply mutatis mutandis to the Licensee in respect of payments under the Profit-Sharing Right.  [***]

9.1

By the Licensor

(i)

Licensor Party owns or controls by itself or via Affiliates all the Intellectual Property in relation to the Licensor’s Technology and has the right to grant rights hereunder;

(ii)

[***];

(iii)

to the knowledge of the Licensor Party, as of the Effective Date, Licensor’s Technology does not infringe any valid patent of any Third Party;

(iv)

the Licensor Party has not granted licenses to any Third Party which are inconsistent with the licenses granted hereunder;

(v)

the Licensor Party, each (i) is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and (ii) [***];

(vi)

[***]; and

(vii)

this Agreement has been duly executed and delivered by the Licensor Party and constitutes a legal, valid and binding obligation of the Licensor Party, enforceable against the Licensor Party in accordance with its terms.

9.2

By the Licensee

(i)

[***];

(ii)

[***];

(iii)

[***];

(iv)

[***]; and

(v)

this Agreement has been duly executed and delivered by the Licensee and constitutes a legal, valid and binding obligation of the Licensee, enforceable against the Licensee in accordance with its terms.

9.3

Limitation of Damages

9.4

Disclaimer of Warranties

9.5

Allocation of Risks

10.1

General Indemnification

(a)

The Licensee shall indemnify, defend and hold harmless the Licensor and its employees, officers, directors and agents (collectively, the “Licensor Indemnified Parties”) from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) (collectively, a “Liability”) [***]

(b)

The Licensor shall indemnify, defend and hold harmless the Licensee and its employees, officers, directors and agents (each, a “Licensee Indemnified Parties”) from and against any Liability [***]

10.2

Conditions to Indemnification

(a)

The obligations of the indemnifying Party under Section 10.1 are conditioned upon (i) the delivery of written notice to the indemnifying Party of any potential Liability; provided, however, that the indemnifying Party shall not be released from any obligation unless it is substantially damaged by the delay; (ii) the cooperation of the indemnified Party as provided for under Section 10.4; and (iii) the indemnified Party has not prejudiced the indemnified Party’s position in any way.

(b)

If any claim is asserted and the indemnifying Party fails to contest and defend such claim within a reasonable period of time after the indemnified Party’s notice is given, then the indemnified Party shall be entitled to take such reasonable action in connection therewith as the indemnified Party shall then deem necessary or desirable, including controlling the defense of such claim, and retaining counsel of its own choosing with the reasonable costs and expenses of such defense being borne by the indemnifying Party. The reimbursement for all reasonable costs and expenses incurred by an indemnified Party pursuant to this subsection shall be paid as and when incurred within thirty (30) days after receipt of an invoice therefore.

10.3

Exception

10.4

Cooperation

10.5

Resellers

10.6

Insurance

(a)

[***]

(i)

[***]

(ii)

[***]

(iii)

[***]

(iv)

[***]

(b)

[***]

(c)

[***]

10.7

Survival

11.1

Complaints

11.2

Certain Corrective Actions

12.1

Confidentiality, Non-Disclosure and Non-Use Obligations

(a)

Except to the extent expressly authorized by this Agreement pursuant to Sections 12.2 and 12.3 or as otherwise agreed in writing, the Receiving Party shall keep all Confidential Information of the Disclosing Party strictly confidential and, except to the extent and for the express purposes permitted in this Agreement, shall not use such Confidential Information without the Disclosing Party’s prior written consent.

(b)

The Receiving Party shall be responsible for the performance of the obligations hereunder on the part of its employees and, as the case may be, its sublicensees. Each Party shall use the same degree of care in protecting the other Party’s Confidential Information as it uses to protect its own confidential information but, in any case, no less than reasonable care.

12.2

Permitted Disclosures

(i)

to those of its officers, directors and employees having a need to know such information, who are bound by written confidentiality, non-use and non-disclosure obligations in favour of the Receiving Party no less onerous than those of this Article 12 and who are aware of the Receiving Party’s confidentiality obligations hereunder; or

(ii)

to the extent required in order to comply with Applicable Law or any order, rule or regulation of any court, governmental body or regulatory body of competent jurisdiction, provided that written notice of such requirement is promptly delivered to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy and the Receiving Party takes all steps reasonably available to protect the Confidential Information from further disclosure.

12.3

Non-disclosure of Information as regards the Agreement

12.4

No Rights

12.5

Compliance with Confidentiality Obligations

12.6

Injunction

13.1

Term

13.2

[***]Termination

(i)

if the Terminated Party institutes any proceeding or takes any action or executes any agreement to authorize its participation in or commencement of any proceeding, or if any bona fide proceeding is commenced by a Third Party against or affecting the Terminated Party and such proceeding is not discharged within thirty (30) days from the commencement thereof, seeking (i) to adjudicate it a bankrupt or insolvent; (ii) liquidation, dissolution, winding-up, reorganization, arrangement, protection, relief or composition of it or any of its property or debt; (iii) a proposal with respect to it under any law relating to bankruptcy, insolvency, liquidation, reorganization or compromise of debts or other similar laws (including, without limitation, the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), the Winding-Up and Restructuring Act (Canada) or any similar statute of any jurisdiction, including any statute governing the existence of the Terminated Party); or (iv) the appointment of a receiver, trustee, manager, liquidator, interim receiver or manager, agent, custodian or other official with similar powers or functions for it or for any substantial part of its properties and assets;

(ii)

in the event of any material breach of this Agreement or any other agreement between the Licensor and the Licensee by the Terminated Party of any material terms and conditions of this Agreement, provided that when such breach is subject to cure, such breach has not been cured within [***] after written notice thereof is given to the Terminated Party; it being understood that failure to pay any amount owed under this Agreement shall be deemed to be a material breach of this Agreement;

13.3

Termination by Licensor

13.4

Notice of Termination

14.1

Generally

(a)

[***]

(b)

[***]

(c)

[***]

(d)

[***]and

(e)

[***]

14.2

Survival of Certain Rights and Obligations

15.1

Subject to the terms and conditions provided herein, the Parties hereto each will use its reasonable commercial efforts to take, or cause to be taken (including [***], all actions

and to do, or cause to be done, all things necessary, proper or advisable to consummate as promptly as practicable the tasks contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including to: (i) obtain all Governmental Authorizations that are required to be obtained under any Applicable Law, (ii) lift or rescind any injunction, restraining order or other Judgment adversely affecting the ability of the parties to this Agreement to consummate the tasks contemplated by this Agreement; (iii) effect all necessary registrations and filings including filings and submissions of information requested or required by any Governmental Authority; and (iv) fulfill all conditions to this Agreement.  The Parties hereto further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Judgment or Applicable Law that would adversely affect the ability of the Parties to this Agreement to consummate the tasks contemplated by this Agreement, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be.  In no event, however, will either Party hereto be obligated to pay any money to any person or to offer or grant other financial or other accommodations to any person in connection with its obligations under this Article 15.

15.2

The Parties hereto will keep each other apprised of the status of matters relating to the completion of the respective tasks contemplated by this Agreement and work cooperatively in connection with obtaining the requisite Governmental Authorizations, including:  [***]

16.1

Notice; Negotiation

16.2

Governing Law and jurisdiction

16.3

Scope of Authority and Relationship

16.4

Assignment; Successors and Assigns

(a)

[***]

(i)

[***]

(ii)

[***]

(b)

[***]

(c)

[***]

(d)

[***]

16.5

Language

16.6

Notices

(a)

Any notice or other documents required or permitted to be given under this Agreement shall be in writing and shall be delivered or sent by fax addressed to the Party to whom it is to be given at the address shown below or at such other address or addresses as the Party to whom such notice or document is to be given shall have last notified the other Party in accordance with the provisions of this subsection:

(i)

if to the Licensee at:

HEMAtech BIOTherapeutics INC. [***]

(ii)

if to the Licensor or Licensor Party at:

(b)

Any such notice or other document shall:

(i)

if delivered in person, be deemed to have been received at the place of receipt on the date of delivery, provided that if such date is a day other than a business day in the place of receipt, such notice or document shall be deemed to have been given and received at the place of receipt on the first business day thereafter in the place of receipt; and

(ii)

if transmitted by fax, email or other electronic transmission be deemed to have been received at the place of receipt on the next business day in the place of receipt, following the day of sending.

16.7

Amendment of Agreement

16.8

Waiver and Notice of Breach

16.9

Further Assurances

16.10

Third Parties

16.11

Severability

16.12

Counterparts and Fax Signatures

16.13

Press Releases / Required Disclosures

16.14

Liabilities of Licensor Party

PROMETIC LIFE SCIENCES INC.

HEMATECH BIOTHERAPEUTICS INC. ([***] represented by [***]

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

By:

/s/ Chi-▇▇▇▇▇ ▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:

Title: President & CEO

Title:  

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]