SHATTUCK LABS, INC. and MILLENNIUM PHARMACEUTICALS, INC. COLLABORATION AGREEMENT Effective as of August 8, 2017

ARTICLE 1 DEFINITIONS/INTERPRETATION

1.1

1.2

ARTICLE 2 DEVELOPMENT PROGRAM

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

ARTICLE 3 JOINT DEVELOPMENT COMMITTEE

3.1

3.2

3.3

3.4

ARTICLE 4 EXCLUSIVE OPTION; [***] ROFN

4.1

4.2

ARTICLE 5 PAYMENTS

5.1

5.2

5.3

5.4

5.5

5.6

5.7

5.8

5.9

ARTICLE 6 INTELLECTUAL PROPERTY

6.1

6.2

6.3

6.4

6.5

ARTICLE 7 CONFIDENTIALITY

7.1

7.2

7.3

7.4

ARTICLE 8 TERM AND TERMINATION

8.1

8.2

8.3

8.4

8.5

8.6

ARTICLE 9 REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1

9.2

9.3

9.4

9.5

ARTICLE 10 INDEMNIFICATION

10.1

10.2

10.3

10.4

ARTICLE 11 GENERAL

11.1

11.2

11.3

11.4

11.5

11.6

11.7

11.8

11.9

11.10

11.11

11.12

11.13

11.14

11.15

11.16

11.17

▇▇▇▇▇▇▇▇ has proprietary technology and scientific expertise relating to research and development of biologic molecules designed to simultaneously block candidate checkpoint molecules in cancer while also stimulating the TNF superfamily co-stimulatory receptors on T-cells;

Millennium and its Affiliates have expertise in developing, marketing and selling pharmaceutical products; and

▇▇▇▇▇▇▇▇ and Millennium wish to collaborate on the development of certain biologic molecules upon the terms and subject to the conditions set out in this Agreement, and ▇▇▇▇▇▇▇▇ wishes to grant to Millennium time-limited options to enter into exclusive licenses to further develop, manufacture and sell products containing such biologic molecules.

Definitions

direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities or other voting interests of the other Person; or

direct or indirect possession of the power to elect or appoint more than fifty percent (50%) of the members of the governing body of the other Person;

Interpretation

Headings in this Agreement are solely for the convenience of reference and will not be used for purposes of interpreting or construing the provisions hereof.

All references in this Agreement to a designated “ARTICLE”, “Section”, “Subsection” or other subdivision or to a Schedule are to the designated ARTICLE, Section, Subsection or other subdivision of, or Schedule to, this Agreement.

The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular ARTICLE, Section, Subsection or other subdivision or Schedule.

The word “including”, when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather is to be construed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulations.

Words imparting the masculine gender include the feminine or neuter gender and words in the singular include the plural and vice versa.

This Agreement has been prepared jointly by the Parties, each having access to legal counsel of its choice, and will not be strictly construed or interpreted in favor of or against either Party.

The Development Program

Development Molecules. ▇▇▇▇▇▇▇▇ will use Commercially Reasonable Efforts to Develop the Development Molecules in accordance with the activities set forth in the Development Plan, for each Development Molecule through completion of a Final Phase I Clinical Trial.

Selected Molecules. ▇▇▇▇▇▇▇▇ will use Commercially Reasonable Efforts to Develop SM1 and the Designated ARC Molecules in accordance with the activities set forth in the Development Plan, for each of SM1 and the Designated ARC Molecules through completion of the early stage activities specified in the Development Plan (which will include in vivo tumor studies) and a [***] study in [***].

Development Plan and Budget

Conduct of Development Program

Subcontracting

Scientific Recordkeeping

▇▇▇▇▇▇▇▇ will and will [***] to require its Affiliates and Permitted Subcontractors to, completely and accurately record in laboratory notebooks all material activities conducted by ▇▇▇▇▇▇▇▇ or its Affiliates or Permitted Subcontractors under the Development Program, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes (such notebooks, the “Laboratory Notebooks”). The Laboratory Notebooks will be created and maintained in a manner sufficient to allow for such Laboratory Notebooks to be used (i) in order to obtain Regulatory Approval for any applicable product in the U.S. and each Ex-U.S. Major Market and (ii) the U.S. Patent and Trademark Office or U.S. courts, to establish the date of invention and inventorship for any applicable invention.

Audits. Millennium will have the right, [***] and at its own expense, to have the Laboratory Notebooks of ▇▇▇▇▇▇▇▇ and its Affiliates or its Permitted Subcontractors (to the extent ▇▇▇▇▇▇▇▇ has procured such right in the case of Permitted Subcontractors), as applicable, audited by an independent law firm [***]. ▇▇▇▇▇▇▇▇ will [***] to procure such audit right referenced in the preceding sentence in the case of Permitted Subcontractors. Audits under this Section 2.5(b) will be conducted at the principal place of business of ▇▇▇▇▇▇▇▇ or its relevant Affiliate or Permitted Subcontractor, as applicable, during normal business hours, upon at least [***] prior written notice, and for the sole purpose of verifying that ▇▇▇▇▇▇▇▇ or its relevant Affiliate or Permitted Subcontractor, as applicable, is recording all material Development activities conducted under the Development Program in accordance with the provisions of Section 2.5(a). [***] The auditing law firm will provide a written report to both Parties that will disclose only [***]. The report will disclose no other information arising from such audit.

Reporting

Adverse Event and Product Complaint Reporting

Development of Designated ARC Molecules; Designation of SM2; Replacement

▇▇▇▇▇▇▇▇ will initially Develop the three (3) Designated ARC Molecules in accordance with the Development Plan through completion of specified early stage activities, including in each case an in vivo tumor study (in a mouse or other animal model, as agreed upon by the JDC and further described in the Development Plan) (each, a “Tumor Study” and collectively, the “Tumor Studies”). Following completion of the Tumor Studies, the JDC will select one of the Designated ARC Molecules as a lead, and such lead will be designated as SM2 (and will no longer be a Designated ARC Molecule). Following such designation, the two (2) remaining Designated ARC Molecules will continue to be Designated ARC Molecules for all purposes under this Agreement, and during the Development Term for each such Designated ARC Molecule, ▇▇▇▇▇▇▇▇ will conduct such Development activities (if any) with respect to such remaining Designated ARC Molecules as are called for by the terms of the Development Plan; provided that, on a Designated ARC Molecule-by-Designated ARC Molecule basis, to the extent that during the Development Term of a Designated ARC Molecule [***].

At any time prior to the end of the Development Term for SM2, Millennium may elect, [***], to de-designate the Molecule that has been designated as SM2 and to designate one of the remaining Designated ARC Molecules as SM2 in its place (a “Replacement” and, such right of Millennium, the “Right of Replacement”). Millennium will exercise its Right of Replacement by providing written notice of such Replacement to ▇▇▇▇▇▇▇▇ (which Replacement will be effective immediately upon receipt of such notice by ▇▇▇▇▇▇▇▇). Upon a Replacement, (i) the Molecule that was previously designated as SM2 will cease to be designated as SM2 and will thereafter be deemed a “Former SM2 Molecule” and (ii) the newly designed Molecule will be treated as SM2 for all purposes under this Agreement. For clarity, ▇▇▇▇▇▇▇▇ will have no obligation to conduct any Development activities with respect to any Former SM2 Molecule, and the SM Exclusive Option will not apply to any Former SM2 Molecule.

For the avoidance of doubt, (i) Millennium may exercise its Right of Replacement up to [***], in each case prior to the end of the Development Term for SM2, and (ii) following a Replacement, the Development Term for SM2 will end on the ninetieth (90^th) day following completion of a [***] study with respect to the newly designated SM2 conducted in accordance with the Development Plan.

Competitive Activities

On a Molecule-by-Molecule basis, during the Development Term for each Molecule, ▇▇▇▇▇▇▇▇ will not (outside of those activities to be conducted as part of the Development Program) (i) grant, or enter into any agreement to grant, any option, license or other right (by itself or through an Affiliate) to a Third Party under any Patent Rights or Know-How Controlled by ▇▇▇▇▇▇▇▇ for the purpose of Developing, Commercializing or otherwise Exploiting any compound, molecule or product that Targets the same Target Pair as such Molecule, (ii) initiate or engage in material discussions with any Third Party regarding the grant of rights by ▇▇▇▇▇▇▇▇ to such Third Party under any Patent Rights or Know-How Controlled by ▇▇▇▇▇▇▇▇ for the Development, Commercialization or other Exploitation of any compound, molecule or product that Targets the same Target Pair as such Molecule or (iii) conduct or support, directly or indirectly, whether itself or with, through or on behalf of any Person, any Development, Commercialization or other Exploitation activities with respect to any compound, molecule or product that Targets the same Target Pair as such Molecule.

On a Molecule-by-Molecule basis, during the Development Term for a Molecule, neither Millennium nor its Affiliates will conduct or fund, directly or indirectly, any Development, Commercialization or other Exploitation activities with respect to antibodies or antibody fragments that are conjugated together and Targeted to the same Target Pairs as such Molecule (a “Competing Activity”); provided that, notwithstanding anything in this Section 2.9(b) to the contrary, the following activities by Millennium or its Affiliates will not constitute a breach of this Section 2.9(b) (each such activity described in the following clauses (i) - (iv), an “Excluded Activity”):

any investment by Millennium or any of its Affiliates in a Third Party that is engaged in a Competing Activity;

any merger, consolidation or acquisition by Millennium or any of its Affiliates of a Third Party that is engaged in a Competing Activity; and

any merger, consolidation or acquisition of Millennium or any of its Affiliates of Millennium by a Third Party that is engaged in a Competing Activity;

any license, collaboration or similar arrangement between Millennium or any of its Affiliates and a Third Party pursuant to which Millennium or such Affiliate funds or assists any Competing Activity by such Third Party, but only to the extent that (A) such Third Party is not engaged in the Competing Activity as of the date that Millennium or its Affiliate enters into such license, collaboration or similar arrangement and (B) Millennium or its Affiliate does not have operational control with respect to the Competing Activity (or to the extent Millennium or such Affiliate has such operational control, provided that it does not exercise such control).

Joint Development Committee

Within [***] following the Effective Date, the Parties will establish a Joint Development Committee (“Joint Development Committee” or “JDC”) which will have responsibility to manage, direct and oversee all Development activities relating to the Selected Molecules, Designated ARC Molecules and Development Molecules, including those activities set out in the Development Plan, and the following:

managing, directing and overseeing all activities under the Development Plan;

providing a forum to facilitate the resolution of issues between the Parties;

identifying materials or resources to be accessed from Third Parties;

[***]

reviewing and approving or rejecting proposed modifications to the Budget;

selecting the initial SM2 from among the Designated ARC Molecules;

reviewing and approving or rejecting proposed modifications to the Development Plan in a timely manner and circulating copies of each revised or updated version to the Parties;

monitoring progress of the Development Plan, including monitoring ▇▇▇▇▇▇▇▇’▇ compliance with its obligations under same, including the accomplishment of key objectives and milestones;

circulating to each representative of the JDC, at least [***], a summary report (in such form and format as determined by the JDC) of the Development Program activities performed in the previous Calendar Quarter;

identifying and maintaining a list of [***] for purposes of Section 7.1;

appointing and overseeing such subcommittees as the JDC deems appropriate for carrying out activities under this Agreement; and

carrying out such other duties as are specifically assigned to the JDC under this Agreement, or as agreed by the Parties in writing from time to time.

The JDC will be comprised of [***] representatives of each Party, with each Party having at least [***] representatives on the JDC at all times. Each representative (or any alternate to such representative) will be an employee or consultant of the applicable Party or one of its Affiliates having expertise appropriate for the function and purpose of the JDC and to address all strategic questions which the JDC is reasonably expected to deal in accordance with this Agreement. Each Party may replace its representatives on the JDC from time to time in its discretion with prior written notice to the other Party. All members of the JDC will be subject to written confidentiality obligations commensurate in scope to the provisions of Article 7. Non-voting observers who are subject to written confidentiality obligations commensurate in scope to the provisions of Article 7 may be invited to JDC meetings, as mutually agreed by the Parties’ JDC representatives.

▇▇▇▇▇▇▇▇ will appoint the chair of the JDC (the “JDC Chair”), who will be responsible for coordinating meetings of the JDC and preparing an agenda for each such meeting (which will include any agenda items proposed by either Party). The JDC Chair will have no greater authority on the JDC than any other representative.

The JDC will oversee execution of the Development Plan and Development of the Molecules. The JDC’s oversight responsibilities will continue for each Molecule until the end of the Development Term for such Molecule. The JDC will be dissolved upon expiration of the Development Period.

Governance of JDC

JDC meetings may be held in-person, by audio or by video conference. The JDC will hold an initial in-person meeting within [***] of the Effective Date, at a location to be agreed by the Parties’ JDC representatives. Thereafter, the JDC will meet at least [***] (or with such other frequency as the Parties mutually agree), with in-person meetings occurring at least [***].

Unless otherwise agreed by the Parties, the location of in-person meetings will alternate between ▇▇▇▇▇▇▇▇’▇ facilities in Durham, North Carolina or Austin, Texas, and Millennium’s facilities in Cambridge, Massachusetts, with the first meeting to be held at a location to be agreed by the Parties.

Each Party will use all reasonable efforts to cause its JDC representatives to attend the meetings, and if a Party’s representative is unable to attend a meeting, such Party will designate an alternate representative to attend in place of the absent representative by prior written notice to the other Party.

Each Party will be responsible for all of its own expenses of participating in the JDC, including all costs of travel, food and lodging for a Party’s representatives attending an in-person meeting.

The JDC Chair will be responsible for calling meetings (including as reasonably requested by Millennium) providing notice of all meetings to the members of the JDC, leading the meetings and (unless the Parties’ representatives on the JDC agree upon a person to act as secretary of the meeting of the JDC) appointing a representative of the JDC to act as secretary of each meeting. Notice of meetings will be given to all JDC members at least [***] in advance for in-person meetings and at least [***] in advance for audio or video teleconferences.

A quorum for a meeting of the JDC will be [***] of each Party.

The secretary of each meeting will prepare, and the JDC Chair will distribute to all members of the JDC, minutes of each JDC meeting within [***] following the date of the meeting. Such minutes will provide a description in reasonable detail of the discussions held at the meeting and a list of any actions, decisions or determinations approved by the JDC. Minutes of each meeting will be approved or revised as necessary at the next meeting. Such minutes will be effective only after being approved by the JDC representatives of both Parties who are in attendance at the JDC meeting at which the minutes are considered for approval. The approved minutes of each meeting will be distributed to the representatives of the JDC by the JDC Chair within [***] of such approval.

Decision Making

At all times, the representatives of each Party on the JDC will take into consideration the view of the representatives of the other Party regarding the matters under consideration by the JDC, and the objective of the JDC will be to reach agreement by [***] on matters after reasonable and open discussion. Each Party, but not each representative of a Party, will have [***] vote on all matters coming before the JDC. In the event the JDC cannot reach agreement on a matter by [***] within [***] after such matter is first discussed at a JDC meeting (and other than in the case of a determination of whether a Tumor Study has achieved Successful Completion under Section 5.3(c)), the matter will be referred promptly to the Senior Executives of the Parties for resolution through [***] negotiations. In the event that the Senior Executives cannot reach agreement on a matter within [***] of such matter being referred to them by the JDC, ▇▇▇▇▇▇▇▇ may, in its discretion and subject to Section 3.3(b) and (c), cast a deciding vote with respect to any matter, and such deciding vote will then be deemed the final decision of the JDC.

Notwithstanding anything to the contrary in Section 3.3(a), the following matters will not be subject to a deciding vote of ▇▇▇▇▇▇▇▇: (i) a proposed material amendment to the Development Plan and/or Budget (including with respect to [***]), in which case both Parties’ representatives must reach [***] on such material amendment; (ii) whether a Tumor Study has achieved Successful Completion under Section 5.3(c), in which case both Parties’ representatives must reach [***] on whether Successful Completion has been achieved; and (iii) selection of the initial SM2 from the Designated ARC Molecules, in which case Millennium will have the right, in its sole discretion, to cast a deciding vote, and such deciding vote will then be deemed the final decision of the JDC.

▇▇▇▇▇▇▇▇ may not exercise its right to finally resolve a matter pursuant to Section 3.3(a): (i) in a manner that is inconsistent with the terms of this Agreement (including in a manner that excuses ▇▇▇▇▇▇▇▇ from any of its obligations, or negates any rights granted to Millennium, under this Agreement); (ii) that is stated in this Agreement to require the mutual agreement of the Parties; or (iii) in a manner that would require Millennium to perform any act that it reasonably believes to be inconsistent with any Applicable Law or any approval, order, policy or guidelines of any Regulatory Authority.

Responsibilities

Exclusive Option to Enter Licenses

In exchange for the corresponding DM Option Fees set forth in Section 5.1, on a Development Molecule-by-Development Molecule basis, Millennium will have the exclusive option (the “DM Exclusive Option”), exercisable in its sole discretion, to be granted an exclusive license to each Development Molecule as set forth in Schedule C (the “DM Exclusive License”) in accordance with the procedures set forth in this Section 4.1. In exchange for the corresponding SM Option Fees set forth in Section 5.1, on a Selected Molecule-by-Selected Molecule basis, Millennium will have the exclusive option (the “SM Exclusive Option”), exercisable in its sole discretion, to be granted an exclusive license to each Selected Molecule as set forth in Schedule F (the “SM Exclusive License”) in accordance with the procedures set forth in this Section 4.1.

In the event that Millennium is considering exercising the DM Exclusive Option or the SM Exclusive Option, as applicable, Millennium will provide written notice to ▇▇▇▇▇▇▇▇ that it is considering exercising the applicable option, in each case at any time after the Effective Date and prior to the end of the Development Term for the applicable Molecule. Such written notice will specify the Development Molecule or Selected Molecule as to which Millennium is considering exercising the DM Exclusive Option or SM Exclusive Option, as applicable (each, an “Option Notice”). For clarity, on a Molecule-by-Molecule basis, the term of Millennium’s DM Exclusive Option (the “DM Option Term”) or SM Exclusive Option (the “SM Option Term”), as applicable, is co-extensive with the Development Term for such Molecule. If Millennium does not deliver an Option Notice in accordance with this Section 4.1(b) prior to the expiration of the DM Option Term for each Development Molecule, or the SM Option Term for each Selected Molecule, Millennium’s DM Exclusive Option or SM Exclusive Option, as applicable, will expire for the applicable Molecule, and Millennium will have no further rights or obligations under this Agreement with respect to the applicable Molecule (including (i) no further funding obligations and (ii) no right to exercise the DM Exclusive Option or SM Exclusive Option, as applicable, with respect to such Molecule). For the avoidance of doubt, in the event Millennium delivers an Option Notice during the DM Option Term or SM Option Term, as applicable, Millennium will continue to have the right to exercise the DM Exclusive Option or SM Exclusive Option, as the case may be, in accordance with the procedures set forth in this Section 4.1, after

Determination of License Fee

For [***] following ▇▇▇▇▇▇▇▇’▇ receipt of an Option Notice (the “Option Fee Negotiation Period”), the Parties will negotiate [***] to determine a mutually acceptable upfront fee (the “License Fee”) to be paid by Millennium for the exclusive license to the applicable Molecule. If the Parties mutually agree on the amount of the License Fee through such negotiations (or otherwise at any time during the arbitration process described below), the Parties will enter into a written agreement reflecting such agreement and such amount will be inserted into the applicable License Agreement in accordance with Section 4.1(e) below.

If the Parties do not reach agreement on the amount of the License Fee within the Option Fee Negotiation Period, Millennium will have [***] (beginning on the first day following the end of the Option Fee Negotiation Period) to submit a written request for arbitration to the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules to determine the amount of the License Fee; provided that if Millennium does not provide such request for arbitration to AAA within such [***] period, Millennium’s right to exercise the DM Exclusive Option or the SM Exclusive Option, as applicable, will lapse with respect to the applicable Molecule, Millennium will have no further rights or obligations with respect to such Molecule, and, for clarity, ▇▇▇▇▇▇▇▇ will be free to enter into discussions and negotiations with Third Parties regarding the Development, Commercialization and other Exploitation of such Development Molecule or Selected Molecule, as the case may be.

Any arbitration that is conducted to determine the amount of a License Fee will take place in New York, NY, and will be conducted in English. Such License Fee arbitration will be conducted by a panel of three (3) arbitrators, unless the Parties agree otherwise. The arbitrators may engage one or more experts who are independent from, and not an Affiliate of, ▇▇▇▇▇▇▇▇ or Millennium or any of their respective Affiliates, to assist the arbitrators in rendering a decision, and the expenses of such experts will be included in the expenses of the arbitration and paid or shared by the Parties as specified in Section 4.1(c)(vi) below.

Within [***] of Millennium’s submission of the written request for arbitration, each Party will select one independent arbitrator, and the two Party-appointed arbitrators will, within thirty (30) days of the appointment of the second arbitrator, select a third independent arbitrator, who will act as the president. Any arbitrator(s) not selected within these time periods will be appointed in accordance with relevant AAA rules. Within [***] after the appointment of the president arbitrator, each Party will submit to the arbitrators and the other Party a written report setting forth its position with respect to the proposed Fair Market Value of the License Fee; provided that, in no event may either Party submit a report that proposes a License Fee of less than [***] with respect to a Development Molecule or less than [***] with respect to a Selected Molecule. Each Party may submit a revised report and position to the arbitrators within [***] of receiving the other Party’s report. If so requested by the arbitrators, each Party will make oral and/ or other written submissions to the arbitrators in accordance with procedures to be established by the arbitrators; provided that the other Party will be provided copies of any such written submissions and will have the right to be present during any oral submissions.

The arbitrators will confer and select one of the Party’s positions that the arbitrators feel most closely reflects the Fair Market Value of the License Fee for the applicable exclusive license (taking into account the other financial terms associated with such exclusive license under the applicable License Agreement), and will not have the authority to render any substantive decision other than to so elect one of the Party’s positions as set forth in their respective written reports (as initially submitted, or as revised in accordance with the foregoing, as applicable). The arbitrators will issue a written decision setting the amount of the applicable License Fee (“Arbitrators’ Decision”) that will be provided to both Parties. For clarity, it is the Parties’ intent that the arbitration process set forth in this Section 4.1(c) will be a baseball-style arbitration, and the arbitrators may (subject to the foregoing) fashion such detailed procedures as the arbitrators consider appropriate to implement this intent.

Each Party will bear (A) its own costs, expenses and attorneys’ fees incurred connection with the arbitration and (B) an equal share of the arbitrators’ fees and any administrative fees or other expenses of arbitration (including all fees payable to AAA); provided, however, that, if following receipt of the Arbitrators’ Decision, Millennium does not provide an Exercise Notice in accordance with Section 4.1(d), delivers written notice to ▇▇▇▇▇▇▇▇ rescinding its Option Notice, or otherwise elects not to enter into a License Agreement consistent with the Arbitrators’ Decision, [***]. The Parties agree that the arbitration decision will be final and binding on the Parties and their Affiliates. The Parties hereby waive the right to contest the arbitration decision in any court or other forum. Except to the extent necessary to confirm or enforce an award or as may be required by Applicable Law, neither a Party, nor its Affiliates, nor an arbitrator may disclose the existence, content or results of an arbitration without the prior written consent of both Parties.

In any arbitration under this Section 4.1(c), the arbitrators and the Parties will use [***] to set the amount of the applicable License Fee within [***] following the date of delivery of Millennium’s written request for arbitration sent pursuant to Section 4.1(c)(i).

Millennium will have a period of (i) [***] following its receipt of the Arbitrators’ Decision or (ii) [***] after the Parties enter into a written agreement reflecting the Parties’ agreed-upon License Fee if the Parties agree on the License Fee outside of arbitration in accordance with Section 4.1(c)(i) (such relevant period under clause (i) or (ii), the “Exercise Period”) to exercise the DM Exclusive Option or SM Exclusive Option, as applicable, by providing written notice of such exercise to ▇▇▇▇▇▇▇▇ (“Exercise Notice”). In the event that Millennium does not provide an Exercise Notice to ▇▇▇▇▇▇▇▇ prior to the expiration of the Exercise Period or delivers written notice to ▇▇▇▇▇▇▇▇ rescinding its Option Notice, the DM Exclusive Option or SM Exclusive Option, as applicable, with respect to such Molecule will lapse, Millennium will have no further rights or obligations under this Agreement with respect to the applicable Molecule (including (A) no further funding obligations and (B) no right to exercise the DM Exclusive Option or SM Exclusive Option, as applicable, with respect to such Molecule), and, for clarity, ▇▇▇▇▇▇▇▇ will be free to enter into discussions and negotiations with Third Parties regarding the Development, Commercialization and other Exploitation of such Development Molecule or Selected Molecule, as the case may be.

In the event Millennium delivers an Exercise Notice to ▇▇▇▇▇▇▇▇ within the Exercise Period, ▇▇▇▇▇▇▇▇ will deliver to Millennium, within [***] following its receipt of the Exercise Notice, a DM License Agreement or SM License Agreement, as applicable, executed on behalf of ▇▇▇▇▇▇▇▇ in which ▇▇▇▇▇▇▇▇ has inserted (i) the name of the applicable Molecule, (ii) the Licensed Target Pair (as defined therein) and (iii) the effective date of the DM License Agreement or SM License Agreement (which effective date will be the date of receipt by ▇▇▇▇▇▇▇▇ of the applicable Exercise Notice (the “License Effective Date”)), as applicable, and (iv) the amount of the License Fee for such exclusive license as determined in accordance with this Section 4.1. Within [***] following its receipt of the DM License Agreement or SM License Agreement, as applicable, from ▇▇▇▇▇▇▇▇, Millennium will return to ▇▇▇▇▇▇▇▇ such License Agreement executed on behalf of Millennium. Neither ▇▇▇▇▇▇▇▇ nor Millennium will make any changes to the form of DM License Agreement attached hereto as Schedule C or SM License Agreement attached hereto as Schedule F, as applicable, except (A) as provided in the foregoing sentence, (B) as otherwise agreed in writing by the Parties, and (C) upon mutual agreement, the Parties may update schedules and exhibits, as necessary, and either Party may update disclosure schedules related to the representations, warranties, and covenants made by such Party in the applicable License Agreement. For the avoidance of doubt, in the event of any failure by ▇▇▇▇▇▇▇▇ or Millennium to deliver a copy of the applicable DM License Agreement or SM License Agreement as described above, the non-executing Party will be deemed to have granted to the executing Party the rights with respect to the applicable Molecule consistent with the terms of the DM License Agreement or SM License Agreement, as applicable, as of the License Effective Date without any further action by the non-executing Party. Each Party will use its [***] to cause each DM License Agreement or SM License Agreement to be executed by such Party as promptly as practicable following the applicable License Effective Date.

For the avoidance of doubt, (i) Millennium will have no obligation to exercise its exclusive option to be granted an exclusive license to any Molecule, to enter into a DM License Agreement or SM License Agreement with respect to such Molecule, or to pay any License Fee (including, in each case, on account of delivering an Option Notice, negotiating the amount of the applicable License Fee with ▇▇▇▇▇▇▇▇ pursuant to Section 4.1(c)(i) or participating in the arbitration process described in Section 4.1(c)(ii) - (vii)) unless and until Millennium delivers to ▇▇▇▇▇▇▇▇ an Exercise Notice with respect to such Molecule in accordance with Section 4.1(d) and (ii) Millennium will have the right to reject the amount of the License Fee set forth in the Arbitrators’ Decision and to elect (A) not to deliver an Exercise Notice and (B) not to exercise the applicable exclusive option after receiving the Arbitrators’ Decision.

Notwithstanding the foregoing, the Parties will use [***] to obtain any approvals from any Governmental Entity that are required before effectiveness of any DM Exclusive License or SM Exclusive License, as applicable. In the event approval is required under the HSR Act, the Parties will use such efforts to file the notification and report forms required under the HSR Act as soon as practicable following determination of the License Fee pursuant to Section 4.1(c), but in no event later than [***] thereafter, and will respond as promptly as practicable to all requests or inquiries received from the applicable Governmental Authority for additional documentation or information. Millennium will pay all filing fees (including the filing fee in connection with the HSR Act filing) paid to any Governmental Entity in connection with any required consent of any Governmental Entity. Millennium will use [***] to avoid or eliminate each and every impediment under any antitrust, merger control, competition or trade regulation or other Applicable Law (including the HSR Act) that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable effectiveness of the DM Exclusive License or SM Exclusive License as soon as reasonably possible; it being understood that: (i) neither Party or any of its Affiliates will be obligated to contest any final action or decision taken or made by a Governmental Entity challenging the DM Exclusive License or the SM Exclusive License and the other agreements contemplated hereby and (ii) in no event will either Party or any of its Affiliates be required to: (A) sell or otherwise dispose of (including by sale, license, transfer, assignment or lease), hold separate or agree to sell or dispose of (including by sale, license, transfer, assignment or lease), any material assets, categories of assets or businesses of such Party or any of such Party’s Affiliates, (B) modify or terminate any material existing relationships, contractual rights or obligations or enter into any material contracts or other commercial relationships with any Third Parties, (C) amend or terminate existing material licenses or other material Intellectual Property agreements or enter into new licenses or other Intellectual Property agreements, or

[***] Right of First Negotiation

Until the later of (i) [***] and [***] after the Effective Date and (ii) expiration of the Development Term for DM1 (the “ROFN Term”), Millennium will have a right of first negotiation (“ROFN”) to enter into a license agreement for the Development, Commercialization and other Exploitation with respect to any molecule Covered by the ARC Technology IP that [***] and is under Development by ▇▇▇▇▇▇▇▇ and Controlled by ▇▇▇▇▇▇▇▇ (other than [***] and [***]) (each a “[***] Molecule”).

During the ROFN Term, if ▇▇▇▇▇▇▇▇ [***], (i) out-license or otherwise grant any rights to any [***] Molecule to any Third Party or (ii) enter into substantive discussions or negotiations with any Third Party regarding the out-license or other grant of rights to any [***] Molecule, then prior to entering into any substantive discussions or negotiations with a Third Party, ▇▇▇▇▇▇▇▇ will provide to Millennium written notice of such determination. Such written notice will include a description of the [***] Molecule ([***]), the status of its Development, the status of any discussions with Regulatory Authorities and the territory to which the contemplated out-license or other grant of rights would apply (such written notice is referred to as the “[***] Notice”). Millennium will have [***] following its receipt of the [***] Notice (the “Opt-In Period”) to provide written notice to ▇▇▇▇▇▇▇▇ that it desires to negotiate a license for the [***] Molecule described in the [***] Notice (“Opt-In Notice”).

If Millennium delivers the Opt-In Notice within the Opt-In Period, ▇▇▇▇▇▇▇▇ will provide additional detailed information (including Confidential Information) about the [***] Molecule (but only to the extent such additional detailed information exists at the time of ▇▇▇▇▇▇▇▇’▇ receipt of the Opt-In Notice or during the Exclusivity Period, and provided that ▇▇▇▇▇▇▇▇ will not be obligated to disclose to Millennium the name of any Third Party with which ▇▇▇▇▇▇▇▇ proposes to enter into substantive negotiations regarding the applicable [***] Molecule(s)). Following ▇▇▇▇▇▇▇▇’▇ receipt of the Opt-In Notice, the Parties will engage in [***] negotiations for a period of up to [***] (“Exclusivity Period”) to agree upon the material terms of a license (or such other transaction that the Parties may mutually agree) in an executed and binding memorandum of understanding (“Binding MOU”).

If the Parties enter into a Binding MOU during the Exclusivity Period, the Parties will engage in exclusive [***] negotiations for up to an additional period of [***] beginning on the last day of the Exclusivity Period (the “Negotiation Period”) to enter into a definitive agreement.

If (i) Millennium does not deliver an Opt-In Notice prior-to the end of the Opt-In Period, (ii) the Parties do not enter into a Binding MOU prior to the end of the Exclusivity Period, or (iii) the Parties do not execute a definitive agreement prior to the end of the Negotiation Period, ▇▇▇▇▇▇▇▇ will be entitled to negotiate and enter into a definitive agreement with a Third Party with respect to the applicable [***] Molecule(s); provided that the terms of such out-license with any Third Party will not: (A) include a [***] being discussed between ▇▇▇▇▇▇▇▇ and Millennium; or (B) include terms that are, when taken [***] (such terms to be considered will include, among others and in each case to the extent applicable: [***].

If ▇▇▇▇▇▇▇▇ does not enter into a definitive agreement with a Third Party with respect to such out-license or other grant of rights within [***] following the last day of (as applicable): (i) the Opt-In Period (in the event Millennium failed to deliver an Opt-In Notice during the Opt-In Period), (ii) the Exclusivity Period (in the event the Parties failed to enter into a Binding MOU during the Exclusivity Period) or (iii) the Negotiation Period (in the event the Parties failed to execute a definitive agreement during the Negotiation Period) (such applicable last day is referred to herein as the “Termination Date”), ▇▇▇▇▇▇▇▇ will be required to comply with the procedures of the ROFN again if it desires to enter into negotiations with a Third Party again for the same [***] Molecule. Notwithstanding the foregoing, in the event that (A) ▇▇▇▇▇▇▇▇ has complied in full with the ROFN procedures set forth above for the same [***] Molecule [***], (B) the Parties have not entered into a definitive agreement with respect to such [***] Molecule, and (C) the Termination Dates of such ROFN procedures are separated by a period of at least [***], then Millennium will have no further ROFN rights with respect to such [***] Molecule, and ▇▇▇▇▇▇▇▇ will be free, in its sole discretion, to out-license or grant other rights to such [***] Molecule to any Third Party at any time.

For the avoidance of doubt, the ROFN will apply on a [***] Molecule-by-[***] Molecule basis, and the failure of the Parties to enter into a definitive agreement with respect to any [***] Molecule will relieve ▇▇▇▇▇▇▇▇ of its ROFN obligations (to the extent set forth above) with respect to that [***] Molecule only. In the event the Parties fail to enter into a definitive agreement with respect to a single [***] Molecule, the ROFN obligations set forth herein will continue to apply with respect to all other [***] Molecules for the remainder of the ROFN Term. In addition, in the event that Millennium does not exercise its ROFN rights with respect to a [***] Molecule in a given territory (other than [***]), and ▇▇▇▇▇▇▇▇ enters into a binding agreement with a Third Party relating to such [***] Molecule in such territory, Millennium will continue to have ROFN rights with respect to such [***] Molecule for the remaining territories in the world.

For clarity, the ROFN granted to Millennium under this Section 4.2 will not apply to or be triggered by any transaction or series of transactions entered into by ▇▇▇▇▇▇▇▇ that constitute a Change of Control Event, provided that any such transaction would at all times be subject to the Parties’ continuing rights and obligations under this Agreement.

Upfront Payments

DM Option Fees.

[***] as consideration for the exclusive option to obtain an exclusive license to DM1;

[***] as consideration for the exclusive option to obtain an exclusive license to DM2;

SM Option Fees.

[***] as consideration for the exclusive option to obtain an exclusive license to SM1;

[***] as consideration for the exclusive option to obtain an exclusive license to [***];

[***] as consideration for the exclusive option to obtain an exclusive license to [***];

[***] as consideration for the exclusive option to obtain an exclusive license to [***]; and

ROFN Payment. [***] as consideration for the rights and privileges granted to Millennium pursuant to the ROFN.

Development Funding

Funding for Development Molecules. During the Development Term for the applicable Molecule, Millennium will make payments to ▇▇▇▇▇▇▇▇ for ▇▇▇▇▇▇▇▇’▇ costs and expenses in connection with the Development of the Development Molecules. Millennium will pay to ▇▇▇▇▇▇▇▇ (i) [***] to fund the Development of DM1 and [***] to fund the Development of DM2 during the period beginning April 1, 2018 and ending October 31, 2018 (with respect to each of DM1 and DM2, such payment is referred to as the “First Development Funding Payment”); and (ii) [***] to fund the Development of DM1 and [***] to fund the Development of DM2 during the period beginning April 1, 2019 and ending October 31, 2019 (each [***] payment pursuant to the foregoing clauses (i) and (ii) is referred to as a “Development Funding Payment”). To initiate each Development Funding Payment, ▇▇▇▇▇▇▇▇ will submit an invoice to Millennium for such Development Funding Payment, and Millennium will pay such Development Funding Payment to ▇▇▇▇▇▇▇▇ within [***] of Millennium’s receipt of such invoice. For the avoidance of doubt, Millennium will have no obligation to make any Development Funding Payment with respect to any Molecule with respect to which the Development Term has ended. Notwithstanding anything to the contrary in this Agreement, Millennium will not be required to make the First Development Funding Payment prior to October 1, 2018 with respect to any Development Molecule with respect to which ▇▇▇▇▇▇▇▇ has not, prior to such date, completed the In Vitro Efficacy Studies and provided the results thereof to Millennium.

Funding for Selected Molecules and Designated ARC Molecules.

During the applicable Development Term for each Selected Molecule and each Designated ARC Molecule, Millennium will reimburse ▇▇▇▇▇▇▇▇, on a Calendar-Quarter basis in arrears, for up to [***]. For clarity, Millennium will reimburse ▇▇▇▇▇▇▇▇ for up to an aggregate total of [***] pursuant to this Section 5.2(b). Within [***] following the last day of each Calendar Quarter during the Development Period, ▇▇▇▇▇▇▇▇ will send a detailed invoice of [***] to Millennium, and within [***] following receipt of such invoice, Millennium will pay to ▇▇▇▇▇▇▇▇ the amount due as reimbursement for [***] in accordance with Section 5.6 hereof. For the avoidance of doubt, Millennium will have no obligation to reimburse [***] that are incurred by ▇▇▇▇▇▇▇▇ after the end of the Development Term for the applicable Selected Molecule or Designated ARC Molecule.

In accordance with Section 2.8(a), on a Designated ARC Molecule-by-Designated ARC Molecule basis, to the extent that during the Development Term of a Designated ARC Molecule (A) ▇▇▇▇▇▇▇▇ incurs [***] as part of the Development of such Designated ARC Molecule in accordance with the Development Plan following the designation of SM2 and (B) ▇▇▇▇▇▇▇▇ has exhausted the funding for such Designated ARC Molecule provided by Millennium pursuant to Section 5.2(b)(i), Millennium will reimburse ▇▇▇▇▇▇▇▇ for [***] incurred by ▇▇▇▇▇▇▇▇ and its Affiliates in conducting Development activities in accordance with the Development Plan with respect to such Designated ARC Molecule following designation of SM2 that are not otherwise reimbursed by Millennium pursuant to Section 5.2(b)(i). For the avoidance of doubt, Millennium will have no obligation to reimburse [***] that are incurred by ▇▇▇▇▇▇▇▇ after the end of the Development Term for the applicable Designated ARC Molecule.

In Vivo Tumor Studies of Selected Molecules

During the Development Term for each of SM1 and the three (3) Designated ARC Molecules (including SM2), ▇▇▇▇▇▇▇▇ will conduct a Tumor Study with respect to such Molecule. ▇▇▇▇▇▇▇▇ will provide written notice to Millennium no later than [***] prior to commencing each Tumor Study (each, a “Tumor Study Notice”). Within [***] following completion of a Tumor Study, ▇▇▇▇▇▇▇▇ will provide to Millennium a written report describing such Tumor Study and the results thereof (the “Tumor Study Report”).

In the event a Molecule achieves Successful Completion (as defined below) in a Tumor Study, within [***] following receipt by Millennium of the Tumor Study Report, the Parties will enter into an appropriate license agreement [***] pursuant to which ▇▇▇▇▇▇▇▇ will transfer to Millennium such materials and grant to Millennium such licenses as are necessary to enable Millennium (either directly or through appropriate contract manufacturing organizations and contract research organizations) to manufacture materials and conduct a [***] study of the applicable Molecule in [***]. In connection with each such license agreement, Millennium will pay to ▇▇▇▇▇▇▇▇ a license fee of [***] (each, an “Agreement Fee”) pursuant to the terms thereof. For clarity, the Parties may potentially enter into separate license agreements for up to four (4) Molecules (each of SM1 and the three (3) Designated ARC Molecules), and Millennium may pay up to an aggregate total of [***] in Agreement Fees to ▇▇▇▇▇▇▇▇ pursuant to this Section 5.3.

For purposes of this Agreement, “Successful Completion” means completion of a Tumor Study:

in which: (A) animals treated with the applicable Molecule demonstrate a [***]; (B) animals treated with the applicable Molecule [***]; (C) no animal treated with the applicable Molecule [***]; and (D) at least [***]; or

that is deemed to have been a Successful Completion by Millennium in a written notice is delivered by Millennium to ▇▇▇▇▇▇▇▇ no later than [***] following the day on which Millennium receives the Tumor Study Report.

In the event the Tumor Study for SM1 or any Designated ARC Molecule (including SM2) fails to achieve Successful Completion, such Molecule will thereafter be deemed a Former SM2 Molecule for all purposes under this Agreement, Millennium will have no further funding obligations with respect to such Former SM2 Molecule, and ▇▇▇▇▇▇▇▇ will have no obligation to conduct any Development activities with respect to such Former SM2 Molecule, and the SM Exclusive Option will not apply to such Former SM2 Molecule.

Tax Matters

Late Payments

Bank Account

No Set-Off

Record Retention

Audit

Ownership of Intellectual Property

The determination of whether Intellectual Property is conceived, discovered, developed, or otherwise made by a Party or its Affiliates for the purpose of allocating proprietary rights therein (including inventorship of Patent Rights), will, for purposes of this Agreement be determined in accordance with the Applicable Law of the U.S. as such law exists as of the Effective Date irrespective of where such conception, discovery, development or making occurs.

Subject to the terms and conditions set forth in this Agreement:

as between the Parties, ▇▇▇▇▇▇▇▇ will own and retain all right, title and interest in and to any and all (A) ARC Technology IP, (B) Development Molecule IP and (C) Selected Molecule IP (such Intellectual Property is collectively referred to as “▇▇▇▇▇▇▇▇ IP”), in each case that are developed by or on behalf of either Party or their respective Affiliates in the course of performing their obligations under this Agreement (including under the Development Plan);

as between the Parties, Millennium will own and retain all right, title and interest in and to any and all Millennium Technology IP developed by or on behalf of either Party or their respective Affiliates in the course of performing their obligations under this Agreement (including under the Development Plan);

for any other Intellectual Property that is not Millennium Technology IP or ▇▇▇▇▇▇▇▇ IP, that is developed by either Party or their respective Affiliates in the course of performing their obligations under this Agreement (including under the Development Plan) (“Other IP”), ownership will follow inventorship; and

Millennium will promptly disclose to ▇▇▇▇▇▇▇▇ in writing the development, making, conception or reduction to practice of any ▇▇▇▇▇▇▇▇ IP or Other IP. ▇▇▇▇▇▇▇▇ will promptly disclose to Millennium in writing the development, making, conception or reduction to practice of any Millennium Technology IP or Other IP. The Parties will cooperate with each other to effectuate ownership of any such Intellectual Property as set forth in this Agreement, including executing such papers and instruments, requiring employees or others to execute such papers or instruments, and recording such papers or instruments, to effectuate the ownership of such Patent Rights, and to enable the Patent Prosecution thereof in any country or region. Millennium agrees to assign, and hereby assigns, to ▇▇▇▇▇▇▇▇ all ▇▇▇▇▇▇▇▇ IP that is conceived or reduced to practice by Millennium or its Affiliates during the Term. ▇▇▇▇▇▇▇▇ agrees to assign, and hereby assigns, to Millennium all Millennium Technology IP that is conceived or reduced to practice by ▇▇▇▇▇▇▇▇ or its Affiliates during the Term.

Research License

Patent Prosecution

During the Term, ▇▇▇▇▇▇▇▇ will have the right and final authority, but not the obligation, to prepare, file, prosecute, maintain and control Patent Rights covering ▇▇▇▇▇▇▇▇ IP, with patent counsel of its choice and at ▇▇▇▇▇▇▇▇’▇ sole cost, including initiating interferences, re-examinations, reissues, oppositions, revocation actions and the like, and gaining patent term adjustments or restorations, supplemental protection certificates or their equivalents, and patent term extensions with respect thereto (“Patent Prosecution”); provided, however, that with respect to Development Molecule IP and Selected Molecule IP, ▇▇▇▇▇▇▇▇ will retain outside counsel that is acceptable to Millennium.

▇▇▇▇▇▇▇▇ will keep Millennium informed, through the JPC, of all material matters with regard to the Patent Prosecution of the Patent Rights within the Development Molecule IP and Selected Molecule IP, as applicable, including by using [***] to provide Millennium with prior written notice a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantial narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country for which the JPC has recommended pursing patent protection for such claim), so that Millennium has a reasonable opportunity to review and comment. ▇▇▇▇▇▇▇▇ will consider any comments received from Millennium [***].

Within [***] following the Effective Date, the Parties will establish a Joint Patent Committee (“Joint Patent Committee” or “JPC”) which will be responsible for keeping each Party reasonably informed of all inventions arising under the Development Program, sharing material information and coordinating strategy for the Patent Prosecution of Patent Rights of ARC Technology IP, Development Molecule IP and Selected Molecule IP.

The JPC will be comprised of [***] of representatives of each Party, with each Party having at least [***] on the JPC at all times. JPC members will have expertise appropriate for the function and purpose of the JPC. Each Party may replace its representative(s) on the JPC from time to time in its discretion with prior written notice to the other Party. ▇▇▇▇▇▇▇▇ will select one of the ▇▇▇▇▇▇▇▇ representatives of the JPC to be responsible for coordinating meetings of the JPC and preparing an agenda for each meeting (the “JPC Chair”).

The JPC will have no decision-making authority. It will serve only as a forum for the Parties to discuss and collaborate with respect to Patent Prosecution matters applicable to the Development Molecules and Selected Molecules, including: overseeing and coordinating the activities of the mutually acceptable outside counsel; facilitating the Parties’ discussions regarding which claims of the ▇▇▇▇▇▇▇▇ IP existing as of the Effective Date fall within the ARC Technology IP, which claims fall within the Development Molecule IP and which claims fall within the Selected Molecule IP (and keeping a written record of such discussions) and filing continuations and/or divisional applications as necessary to segregate the claims into separate Patent; Rights Covering each category, to the extent possible; discussing new patent filing strategy, and claims strategy with the goal of continuing to segregate Patent Rights Covering Development Molecule IP and Selected Molecule IP, respectively, from Patent Rights

To the extent ▇▇▇▇▇▇▇▇ desires to include any unpublished Know-How pertaining to a Development Molecule or a Selected Molecule in a patent application Covering ARC Technology IP, or submit any unpublished Know-How pertaining to a Development Molecule or a Selected Molecule to a patent office in furtherance of Prosecution of ARC Technology IP, ▇▇▇▇▇▇▇▇ will inform Millennium no less than [***] in advance of the intended filing or submission date and provide Millennium with an opportunity to review and comment on such filing or submission. ▇▇▇▇▇▇▇▇ will consider Millennium’s comments [***]. ▇▇▇▇▇▇▇▇ agrees that, without the prior written consent of Millennium, neither ▇▇▇▇▇▇▇▇ nor any of its Affiliates will disclose any unpublished Know-How solely pertaining to Selected Molecule IP or Development Molecule IP in any patent application Covering ARC Technology IP, or Prosecution thereof, in a manner that would reasonably be expected to prejudice the ability to patent any Know-How Covering Development Molecule IP or Selected Molecule IP.

Abandonment

Cooperation

Confidential Information

Authorized Disclosure

The provisions of Section 7.1 will not preclude the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances:

to the extent disclosure of such Confidential Information is reasonably necessary for Patent Prosecution activities or to prosecute or defend litigation relating to Patent Rights;

disclosure to the Receiving Party’s Affiliates and its respective employees, consultants and Permitted Subcontractors to enable the Receiving Party to exercise its rights or to carry out its obligations under this Agreement (provided that such disclosure will be made only to persons who are bound by confidentiality obligations at least as stringent as those described in this Article 7);

disclosure by ▇▇▇▇▇▇▇▇ to Third Parties of Intellectual Property rights developed under this Agreement and that relate to the ARC Platform generally, provided that, for clarity, this Section 7.2(a)(iii) will not authorize ▇▇▇▇▇▇▇▇ to disclose any Know-How that is specific to a Molecule (including any Know-How that is specific to the Target Pair that is Targeted by such Molecule) unless such disclosure is otherwise authorized under this Agreement;

if required to be disclosed by Applicable Law or court order, provided that notice is promptly delivered to the Disclosing Party in order to provide an opportunity to challenge or limit the disclosure obligations; or

disclosures expressly permitted by this Agreement (including in connection with the arbitration process described in Section 4.1(c)).

Specific information will not be deemed to be within any of the foregoing exclusions merely because it is embraced by more general information falling within these exclusions.

Certain Authorized Disclosures

Following execution of this Agreement, the Parties agree to issue a joint press release announcing the existence of this Agreement, as set forth in Schedule H, and the timing of issuance of such joint press release will be subject to both Party’s written approval. Subject to Section 7.3(b), each Party agrees not to issue any other press release or other public statement disclosing additional information with respect to this Agreement, or using the name or trademark of the other Party or any of its employees, in either case, without the prior written consent of the other Party.

Without limiting the generality of Section 7.3(a), if either Party proposes to file with the SEC or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document that describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable securities law, such Party will notify the other Party of such intention and will provide the other Party with a copy of relevant portions of the proposed filing a reasonable time (but at least [***]) prior to such filing (and any material revisions to such portions of the proposed filing a reasonable time (but at least [***]) prior to the filing thereof), including any exhibits thereto disclosing terms or conditions of this Agreement, and will use [***] to obtain confidential treatment of the terms and conditions of this Agreement that such other Party requests be kept confidential, and will only disclose such terms and conditions of this Agreement that it is advised by counsel are legally required to be disclosed. No such notice will be required under this Section 7.3(b) if the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the other Party hereunder or otherwise approved by the other Party.

A Party may disclose this Agreement and the terms hereof to its existing directors, officers and investors, and ▇▇▇▇▇▇▇▇ may disclose this Agreement to Heat, provided that such Persons agree to be bound by written confidentiality agreements with terms at least as restrictive as those set forth in this Article 7.

▇▇▇▇▇▇▇▇ may disclose this Agreement and the terms hereof to Permitted Third Party Subcontractors in accordance with Section 2.4 (including the restriction in Section 2.4(e)).

Subject to compliance with the terms and procedures set forth in this Section 7.3(e), a Party may disclose this Agreement and the terms hereof to bona fide prospective investors, grant-making institutions, merger partners, strategic partners or acquirers and their respective professional advisors (collectively, “Prospective Investors”) in connection with the negotiation, entry into and/or performance of a business transaction between such parties, including the conduct of due diligence involved in such transaction, provided that in each case such Persons agree to be bound by (i) written confidentiality agreements at least as restrictive as those set forth in this Article 7 or (ii) with respect to attorneys, applicable ethical obligations. With respect to Prospective Investors that are engaged in due diligence prior to such Prospective Investors reaching mutual agreement with the disclosing Party on all material terms of a transaction in a term sheet or letter of intent, the disclosing Party may disclose to the Prospective Investor a redacted version of this Agreement, which the Parties will agree to [***] within [***] following the Effective Date; provided that such redacted version of this Agreement will not divulge or otherwise

Publications and Presentations

Term

Termination by the Parties

an unremedied material breach by the other Party or the other Party’s Affiliates, in accordance with the provisions of Section 8.3;

a mutual written agreement between the Parties to terminate; or

upon the bankruptcy or insolvency of, or the filing of an action to commence insolvency proceedings against, the other Party, or the making or seeking to make or arrange an assignment for the benefit of creditors of the other Party, or the initiation of proceedings in voluntary or involuntary bankruptcy, or the appointment of a receiver or trustee of such Party’s property, in each case that is not discharged within [***] of the filing thereof. In connection therewith, all rights and licenses granted under this Agreement are, and will be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(56) of the U.S. Bankruptcy Code.

Termination for Breach

Upon a material breach of a representation, warranty or a material obligation of this Agreement by a Party or its Affiliates (in such capacity, the “Breaching Party”), the other Party (in such capacity, the “Non-Breaching Party”) may provide written notice (a “Breach Notice”) to the Breaching Party specifying the material breach in sufficient detail to put the Breaching Party on notice and clearly stating the Non-Breaching Party’s intent to terminate this Agreement if such material breach is not cured. For clarity, any failure of Millennium to make a required payment or payments under this Agreement will be considered a material breach of this Agreement if the aggregate total of such unpaid amount(s) is equal to or greater than [***].

If:

the Breaching Party fails to cure such material breach during a [***] period (or, if such material breach, by its nature, is a curable breach that the Parties agree is not curable within such [***] period, then within such longer period as would be reasonably necessary for a diligent party to cure such material breach) following the date on which the Non-Breaching Party receives the Breach Notice; or

such material breach, by its nature, is incurable;

Other Termination by Millennium

With respect to each Development Molecule, Millennium may terminate this Agreement if the In Vitro Efficacy Studies are unsuccessful (according to predetermined criteria that will be mutually agreed upon by the Parties and set forth in the Development Plan) by providing written notice of such termination to ▇▇▇▇▇▇▇▇ [***] prior to the date on which Millennium makes the first Development Funding Payment pursuant to Section 5.2(a) with respect to such Development Molecule. In the event the Parties disagree as to whether the In Vitro Efficacy Studies are unsuccessful in accordance with the foregoing sentence, Millennium will have the right, in its sole discretion, to make such determination, and such determination will be deemed final for purposes of this Section 8.4.

With respect to each Selected Molecule and Designated ARC Molecule, Millennium may terminate this Agreement with respect to such Selected Molecule or Designated ARC Molecule by providing written notice of such termination to ▇▇▇▇▇▇▇▇ no later than [***] following receipt by Millennium of the Tumor Study Notice with respect to such Selected Molecule or Designated ARC Molecule if the in vitro studies conducted prior to such time with respect to such Molecule are unsuccessful (according to pre-determined criteria that will be mutually agreed upon by the Parties and set forth in the Development Plan). In the event the Parties disagree as to whether such in vitro studies are unsuccessful in accordance with the foregoing sentence, Millennium will have the right, in its sole discretion, to make such determination, and such determination will be deemed final for purposes of this Section 8.4.

Consequences of Expiration or Termination

If this Agreement expires in accordance with its terms or is earlier terminated in its entirety by ▇▇▇▇▇▇▇▇ under Section 8.2(a) or (c) or by the Parties’ mutual written agreement under Section 8.2(b) (unless the Parties otherwise provide in such written agreement), then, without limiting any other rights of the Parties hereunder:

the license granted by Millennium under Section 6.2 will immediately terminate;

all unexercised DM Exclusive Options and SM Exclusive Options granted by ▇▇▇▇▇▇▇▇ pursuant to Section 4.1(a) will immediately terminate; and

each Party will promptly return or destroy all Confidential Information of the other Party, provided that each Party may retain, subject to Article 7, (A) one (1) copy of the Confidential Information of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder, (B) any Confidential Information of the other Party contained in its laboratory notebooks or databases, (C) any computer records or files containing such Confidential Information that have been created solely by its automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with its standard archiving and back-up procedures, but not for any other uses or purposes and (D) any Confidential Information of the other Party to the extent reasonably required to exercise its rights and perform its obligations under any outstanding License Agreements. Notwithstanding the foregoing, no exclusive license granted pursuant to Article 4, nor any related License Agreement, will be affected by any termination of this Agreement.

If this Agreement is terminated on a Molecule-by-Molecule basis by ▇▇▇▇▇▇▇▇ under Section 8.2(a) or (c), by the Parties’ mutual written agreement under Section 8.2(b) (unless the Parties otherwise provide in such written agreement), or by Millennium under Section 8.4, then, without limiting any other rights of the Parties hereunder:

The license granted by Millennium under Section 6.2 will immediately terminate as to the Molecule which is the subject of the applicable Termination Notice or other notice of termination (the “Terminated Molecule”);

The Development Term for the Terminated Molecule will immediately terminate, and any unexercised option related to such Terminated Molecule (the DM Exclusive Option or SM Exclusive Option, as applicable) granted by ▇▇▇▇▇▇▇▇ pursuant to Section 4.1(a) will immediately terminate (for clarity, if the Terminated Molecule is a Designated ARC Molecule, such Designated ARC Molecule will no longer be subject to the SM Exclusive Option); and

The Specified Confidential Information relating to the Terminated Molecule will be deemed the Confidential Information of ▇▇▇▇▇▇▇▇ and each Party will promptly return or destroy all Confidential Information of the other Party solely related to such Terminated Molecule (the “Terminated Molecule CI”), provided that each Party may retain, subject to Article 7, (A) one (1) copy of the Terminated Molecule CI of the other Party in its archives solely for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder, (B) any Terminated Molecule CI of the other Party contained in its laboratory notebooks or databases, and (C) any computer records or files containing such Terminated Molecule CI that have been created solely by its automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with its standard archiving and back-up procedures, but not for any other uses or purposes.

If this Agreement is terminated in its entirety by Millennium under Section 8.2(a) or (c), then, without limiting any other rights of the Parties hereunder:

▇▇▇▇▇▇▇▇ will grant to Millennium a royalty-free, fully-paid-up, worldwide license, with the right to grant sublicenses, to and under the ▇▇▇▇▇▇▇▇ IP and Other IP Controlled by ▇▇▇▇▇▇▇▇ for the limited purpose of performing any and all activities associated with the conduct of the Development Program (which, for clarity, need not be conducted pursuant to the Development Plan) that would otherwise have been performed by ▇▇▇▇▇▇▇▇ under this Agreement had it not been terminated, and such license will survive until the earlier of (A) the [***] of the Effective Date or (B) the date on which Millennium has exercised its option to be granted an exclusive license to each of DMl, DM2, SM1 and SM2 (or affirmatively declined (in a written notice provided to ▇▇▇▇▇▇▇▇) to exercise such options). The foregoing license will be exclusive as to the Development Molecule IP, Selected Molecule IP and the ARC Technology IP (but in the case of the ARC Technology IP, it will be exclusive only with respect to the Target Pairs that are Targeted by the Molecules with respect to which Millennium is continuing Development, and it will otherwise be non-exclusive) and non-exclusive as to the Other IP.

If Millennium elects to continue Development of any Development Molecule, Selected Molecule, or Designated ARC Molecule, then Millennium’s right to exercise each DM Exclusive Option and SM Exclusive Option, as applicable, will, subject to the terms and conditions of Section 4.1 hereof, survive for each Molecule for which it elects to continue Development until the earlier of (A) [***] following Millennium’s completion of all activities set forth in the Development Plan for such Molecule, or (B) the [***] of the Effective Date; provided that if Millennium fails to use [***] to Develop a Molecule during the period set forth above, then the applicable DM Exclusive Option or SM Exclusive Option, as applicable, and the license granted to Millennium in Section 8.5(c)(i) with respect to such Molecule, will terminate.

▇▇▇▇▇▇▇▇ will provide the Technical Transfer Materials to Millennium for the purpose of assisting Millennium to exercise its rights set forth in clauses (i) and (ii) of this Section 8.5(b).

During the period set forth in Section 8.5(c)(ii), Millennium will provide written updates to ▇▇▇▇▇▇▇▇ [***] summarizing Millennium’s activities under the Development Plan for each Molecule for which it elects to continue Development.

Millennium’s rights and ▇▇▇▇▇▇▇▇’▇ obligations under Section 4.2 will survive for the periods set forth therein.

▇▇▇▇▇▇▇▇’▇ obligations under Section 2.9(a) will continue on a Molecule-by-Molecule basis until such time as Millennium is no longer continuing Development of such Molecule.

▇▇▇▇▇▇▇▇ will promptly return or destroy all Confidential Information of Millennium, provided that ▇▇▇▇▇▇▇▇ may retain, subject to Article 7 hereof, (A) one (1) copy of the Confidential Information of Millennium in its archives for the purpose of establishing the contents thereof and ensuring compliance with its obligations hereunder, (B) any Confidential Information of Millennium contained in its Laboratory Notebooks or databases, (C) any computer records or files containing such Confidential Information that have been created solely by its automatic archiving and back-up procedures, to the extent created and maintained in a manner consistent with its standard archiving and back-up procedures, but not for any other uses or purposes, and (D) any Confidential Information of Millennium to the extent reasonably required to exercise its rights and perform its obligations under any exclusive license granted pursuant to Article 4 and any related License Agreement. Notwithstanding the foregoing and subject to Article 7 hereof, Millennium may retain and use ▇▇▇▇▇▇▇▇’▇ Confidential Information in connection with the exercise of its rights set forth in clauses (i), (ii), (iii), (iv), and (v) of this Section 8.5(b).

Ongoing Obligations

Mutual Representation of Authority; Consents

Each Party represents and warrants to the other that:

it is duly incorporated and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

it has full right, corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement;

this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable in accordance with the terms hereof, subject to the effect of (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the rights of creditors generally and (B) rules of law and equity governing specific performance, injunctive relief and other equitable remedies;

the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate action of such Party and does not and will not during the Term: (A) violate any Applicable Law; (B) conflict with or constitute a breach or default under any agreement, instrument or understanding, oral or written, to which it or any of its Affiliates is a party or by which it or such Affiliates may be bound; or (C) conflict with or violate such Party’s corporate charter or bylaws;

no consents, approvals or authorizations under Applicable Law or from Third Parties (including Governmental Entities) are required to be obtained in connection with the execution, delivery and performance of this Agreement; and

each Party’s (and each Party’s Affiliates’) employees and consultants have assigned, or will assign, to such Party all of their right, title, and interest in any Intellectual Property arising from activities conducted under this Agreement.

Additional Representations and Warranties of the Parties

▇▇▇▇▇▇▇▇ hereby represents and warrants to Millennium, as of the Effective Date and during the Term, that, except as disclosed to Millennium prior to the Effective Date in a writing specifically referring to this Section 9.2(a):

▇▇▇▇▇▇▇▇ has the rights and authority to grant the rights and licenses as provided herein;

▇▇▇▇▇▇▇▇ owns or has an enforceable right to use, all ▇▇▇▇▇▇▇▇ IP existing as of the Effective Date;

there is no pending or, to the knowledge of ▇▇▇▇▇▇▇▇, threatened Action that alleges that the ▇▇▇▇▇▇▇▇ IP is invalid or unenforceable;

there is no pending or, to the knowledge of ▇▇▇▇▇▇▇▇, threatened Action that alleges that ▇▇▇▇▇▇▇▇ has infringed or misappropriated any Intellectual Property rights of any Third Party;

to the knowledge of ▇▇▇▇▇▇▇▇, there are no activities by Third Parties anywhere in the world that would constitute infringement of Patent Rights within the ▇▇▇▇▇▇▇▇ IP;

to the knowledge of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ has complied in all material respects with all Applicable Law with respect to the filing, Patent Prosecution and maintenance of those Patent Rights within the ▇▇▇▇▇▇▇▇ IP as of the Effective Date and for which ▇▇▇▇▇▇▇▇ has control of such filing, Patent Prosecution and maintenance;

the Heat License Agreement is valid and binding, in full force and effect and enforceable against ▇▇▇▇▇▇▇▇ and the other parties thereto. Except as set forth in Disclosure Schedule 9.2(a)(vii), there is no material violation, breach or default under the Heat License Agreement by ▇▇▇▇▇▇▇▇, or, to ▇▇▇▇▇▇▇▇’▇ knowledge, by any other party thereto, and to the knowledge of ▇▇▇▇▇▇▇▇, no event has occurred or condition exists that with the lapse of time or the giving of notice or both would constitute a default in the performance or payment of the Heat License Agreement on the part of ▇▇▇▇▇▇▇▇ or, to ▇▇▇▇▇▇▇▇’ s knowledge, any other party thereto;

▇▇▇▇▇▇▇▇ has not employed or, to its knowledge, used a contractor or consultant that has employed, any individual or entity (A) debarred by the FDA (or subject to a similar sanction of any other applicable Regulatory Authority), (B) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other applicable Regulatory Authority), or (C) who has been charged or convicted under Applicable Law for conduct relating to the development or approval, or otherwise relating to the regulation, of any product under the Generic Drug Enforcement Act of 1992;

the Development of the ARC Platform which has been conducted by ▇▇▇▇▇▇▇▇ and its Affiliates and its and their subcontractors has been conducted in compliance with Applicable Law. Neither ▇▇▇▇▇▇▇▇, nor any of its Affiliates, nor any of their respective officers, employees or agents, has made an untrue statement of material fact or fraudulent statement to any Regulatory Authority or failed to disclose a material fact required to be disclosed to any Regulatory Authority;

▇▇▇▇▇▇▇▇’▇ performance of its obligations and activities under the Development Plan will not, to the knowledge of ▇▇▇▇▇▇▇▇, misappropriate or infringe any Intellectual Property rights of any Third Party; and

each current or former employee of ▇▇▇▇▇▇▇▇ and each current or former independent contractor of ▇▇▇▇▇▇▇▇ has executed a valid and binding written agreement expressly assigning to ▇▇▇▇▇▇▇▇ all right, title and interest in any Know-How or Patent Rights developed by such Person in the performance of services for ▇▇▇▇▇▇▇▇.

Millennium hereby represents and warrants to ▇▇▇▇▇▇▇▇, as of the Effective Date and during the Term, that, except as disclosed to ▇▇▇▇▇▇▇▇ prior to the Effective Date in a writing specifically referring to this Section 9.2(b):

Millennium has the rights and authority to grant the rights and licenses as provided herein;

Millennium owns, or has an enforceable right to use, all Millennium Technology IP existing as of the Effective Date; and

to the knowledge of Millennium, there are no activities by Third Parties anywhere in the world that would constitute infringement of Millennium’s Patent Rights within the Millennium Technology IP.

Mutual Covenant

Additional Covenants of ▇▇▇▇▇▇▇▇

it will perform its activities pursuant to the Development Plan in compliance [***] with Applicable Law (including the Applicable Law of the country and the state and local government wherein such activities are conducted), and, with respect to the care, handling and use in Development activities hereunder of any non-human animals by or on behalf of such Party, will at all times comply [***] (and will use [***] to require such compliance by any of its Permitted Subcontractors) with all Applicable Law;

it will not employ (and [***] will not use any contractor or consultant that employs) any individual or entity (A) debarred by the FDA (or subject to a similar sanction of any other applicable Regulatory Authority), (B) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other applicable Regulatory Authority), or (C) who has been charged or convicted under U.S. Law for conduct relating to the development or approval, or otherwise relating to the regulation, of any product under the Generic Drug Enforcement Act of 1992, in each case, in the conduct of its activities under this Agreement; and

▇▇▇▇▇▇▇▇ will use [***] to fulfill, and not to breach, its obligations under the Heat License Agreement, to the extent that to do so would materially and adversely affect Millennium or its rights hereunder.

Disclaimer of Warranty

Indemnity by Millennium

any breach by Millennium of any of its representations, warranties, covenants or obligations set forth in this Agreement; or

the negligence, recklessness, or willful misconduct of Millennium, or any of its or its Affiliates’, directors, officers, employees or agents.

Indemnity by ▇▇▇▇▇▇▇▇

any breach by ▇▇▇▇▇▇▇▇ of any of its representations, warranties, covenants, or obligations set forth in this Agreement;

the negligence, recklessness or willful misconduct of ▇▇▇▇▇▇▇▇, or any of its or its Affiliates’, directors, officers, employees or agents;

the conduct of the Development Program or any other activities under this Agreement by ▇▇▇▇▇▇▇▇ or any of its Affiliates or agents; or

[***],

Insurance

Limitation of Liability

Assignment and Change of Control

Governing Law

Referral of Disputes to Senior Executives

Jurisdiction and Venue

Interim Relief

Business Day

Notices

Force Majeure

Independent Contractors

No Strict Construction

No Implied Waivers; Rights Cumulative

Severability

Execution in Counterparts

No Third Party Beneficiaries or Obligors

Entire Agreement

Amendment

Compliance

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Definitions and Cross References. Unless otherwise specified herein, each capitalized term shall have the meaning assigned to it in the Agreement and each reference to a Section or Article shall refer to the corresponding Section or Article in the Agreement.

Amendments.

Section 1.1 Additions. Section 1.1 of the Agreement is hereby amended by adding the following definitions thereto, in the appropriate alphabetical location:

“Additional Option Fee” has the meaning set out in Section 5.1(d).

“Amendment No. 1 Effective Date” means the effective date of Amendment No. 1 to this Agreement.

“Combination” means one or more compositions, formulations, or articles of manufacture that collectively contain at least (a) a Molecule and (b) an additional therapeutic agent. For clarity, the composition(s), formulation(s), or article(s) of manufacture that contain the Combination may be used concurrently or consecutively. For further clarity, in a Combination comprising two or more Molecules, a Molecule may be an additional therapeutic agent.

“Combination IP” means all Know-How and Patent Rights: (a) developed by or on behalf of either Party during the Term pursuant to the Development Plan, (b) developed by or on behalf of ▇▇▇▇▇▇▇▇ in the course of conducting Development activities arising from access to one or more Millennium Molecules, (c) that comes under ▇▇▇▇▇▇▇▇’▇ or its Affiliates’ Control during the Term and is solely related to a Molecule, or (d) developed by or on behalf of Millennium during the Term as a direct result of Millennium’s access to one or more Molecules, in the case of (a)-(d) only to the extent such Know-How or Patent Rights Covers a Combination, including compositions of matter, methods of making, methods of using, methods of manufacture, methods of selling and Exploiting a Combination. For clarity, a Patent Right may describe or claim ARC Technology IP, Development Molecule IP, Selected Molecule IP and Combination IP, and the determination of what constitutes ARC Technology IP, Development Molecule IP, Selected Molecule IP or Combination IP (including Millennium Combination IP or other Combination IP) will be made on a claim-by-claim basis.

“Millennium Molecule” means a proprietary molecule Controlled by Millennium or its Affiliates which is identified as a “Millennium Molecule” pursuant to this paragraph. For each proprietary molecule Controlled by Millennium or its Affiliates that Millennium would like to evaluate in combination with a Molecule, Millennium will provide prior written notice to ▇▇▇▇▇▇▇▇ of the proposed evaluation, along with a description of such proprietary molecule, and the Parties will work together [***] to mutually agree in writing (A) if such evaluation should be conducted and how it will be conducted, and (B) the definition and description of the proposed Millennium Molecule, which will be based, in part, on Patent Rights Controlled by Millennium or its Affiliates with respect to such proprietary molecule. For clarity, such definition and description may include [***].

“Millennium Combination IP” means Combination IP where the additional therapeutic agent is specifically a Millennium Molecule. For the avoidance of doubt, Combination IP that Covers a class or genus of molecules which may include a Millennium Molecule will not necessarily be considered Millennium Combination IP simply by virtue of inclusion of the Millennium Molecule within the class or genus.

Section 1.1 Deletions. Section 1.1 of the Agreement is hereby further amended by deleting the following definitions therefrom: “AAA,” “Arbitrators’ Decision,” “Exercise Period,” “Fair Market Value,” “Option Fee Negotiation Period” and “Option Notice.”

Section 1.1 Amendments. Section 1.1 of the Agreement is hereby further amended by amending the following definitions:

“ARC Technology IP” – the definition of “ARC Technology IP” is hereby amended by deleting the existing definition in its entirety and replacing it with: “means all Know-How and Patent Rights (a) Controlled by ▇▇▇▇▇▇▇▇ or its Affiliates prior to the Effective Date, (b) that comes under ▇▇▇▇▇▇▇▇’▇ Control at any time during the Term, or (c) that are developed by or on behalf of either Party or its Affiliates as a result of such Party’s activities

under this Agreement or as a result of such Party’s access to ▇▇▇▇▇▇▇▇ Confidential Information; each of (a) – (c), to the extent such Know-How or Patent Rights (i) Cover the ARC Platform, which includes, for clarity, processes for making ARC Molecules; analytical methods for [***], and (ii) are not Development Molecule IP, Selected Molecule IP or Combination IP. For clarity, a Patent Right may describe or claim ARC Technology IP, Development Molecule IP, Selected Molecule IP and Combination IP, and the determination of what constitutes ARC Technology IP, Development Molecule IP, Selected Molecule IP or Combination IP will be made on a claim-by-claim basis.”

“Confidential Information” – the definition of “Confidential Information” is hereby amended by deleting the following parentheticals therefrom: “(or, if applicable, until the end of the Exercise Period)” (lines 19-20) and “(or, if applicable, the Exercise Period”)” (line 23).

“Development Molecule IP” – the definition of “Development Molecule IP is hereby amended by deleting the existing definition in its entirety and replacing it with: “means all Know-How and Patent Rights (a) Controlled by ▇▇▇▇▇▇▇▇ prior to the Effective Date, (b) that come under ▇▇▇▇▇▇▇▇’▇ Control at any time during the Term, or (c) developed by either Party or its Affiliates during the Term as a result of such Party’s activities under this Agreement or as a result of such Party’s access to ▇▇▇▇▇▇▇▇’▇ Confidential Information; in each case that solely Covers a Development Molecule, including compositions of matter, methods of making, methods of using and methods of manufacture that solely relate to or solely Cover a Development Molecule. For clarity, a Patent Right may describe or claim ARC Technology IP, Development Molecule IP, Selected Molecule IP and Combination IP, and the determination of what constitutes ARC Technology IP, Selected Molecule IP, Development Molecule IP or Combination IP will be made on a claim-by-claim basis. For clarity, Development Molecule IP excludes Combination IP.”

“Exercise Notice” – the definition of “Exercise Notice” is hereby amended by deleting the reference therein to “Section 4.1(d)” and replacing it with a reference to “Section 4.1(b).”

“License Effective Date” – the definition of “License Effective Date” is hereby amended by deleting the reference therein to “Section 4.1(e)” and replacing it with a reference to “Section 4.1(d).”

“License Fee” – the definition of “License Fee” is hereby amended by deleting the reference therein to “Section 4.1(c)(i)” and replacing it with a reference to “Section 4.1(c).”

“Millennium Technology IP” – the definition of “Millennium Technology IP” is hereby amended by adding the following sentence at the end thereof: “For clarity, Millennium Technology IP excludes Combination IP.”

“Selected Molecule IP” – the definition of “Selected Molecule IP” is hereby amended by deleting the existing definition in its entirety and replacing it with: “means all Know-How and Patent Rights (a) Controlled by ▇▇▇▇▇▇▇▇ or its Affiliates prior to the Effective Date, (b) that comes under ▇▇▇▇▇▇▇▇’▇ or its Affiliates’ Control at any time during the Term, or (c) developed by either Party or its Affiliates during the Term as a result of such Party’s activities under this Agreement or as a result of such Party’s access to ▇▇▇▇▇▇▇▇’▇ Confidential Information; in each case that solely Covers a Selected Molecule or a Designated ARC Molecule, including compositions of matter, methods of making, methods of using and methods of manufacture that solely relate to or solely Cover a Selected Molecule or a Designated ARC Molecule. For clarity, (i) a Patent Right may describe or claim ARC Technology IP, Development Molecule IP, Selected Molecule IP and Combination IP, and the determination of what constitutes ARC Technology IP, Development Molecule IP, Selected Molecule IP or Combination IP will be made on a claim-by-claim basis, and (ii) Selected Molecule IP will not include any Know-How or Patent Rights that solely relate to or solely Cover a Former SM2 Molecule. For clarity, Selected Molecule IP excludes Combination IP.”

“Specified Confidential Information” – the definition of “Specified Confidential Information” is hereby amended by deleting the existing definition in its entirety and replacing it with “means, on a Molecule-by-Molecule basis, all non-public data, results or other Know-How solely related to such Molecule and that constitute Development Molecule IP, Selected Molecule IP or Combination IP, generated prior to the Effective Date or pursuant to the activities conducted under the Development Plan.”

Section 2.9. Section 2.9 of the Agreement is hereby amended by deleting the first sentence of the second paragraph of Section 2.9 in its entirety and replacing it with the following:

Section 4.1. Section 4.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

Exclusive Option to Enter Licenses

In exchange for the corresponding DM Option Fees and applicable portion of the Additional Option Fee set forth in Section 5.1, on a Development Molecule-by-Development Molecule basis, Millennium will have the exclusive option (the “DM Exclusive Option”), exercisable in its sole discretion, to be granted an exclusive license to each Development Molecule, including Combinations that include Development Molecules, as set forth in Schedule C (the “DM Exclusive License”) in accordance with the procedures set forth in this Section 4.1. In exchange for the corresponding SM Option Fees and applicable portion of the Additional Option Fee set forth in Section 5.1, on a Selected Molecule-by-Selected Molecule basis, Millennium will have the exclusive option (the “SM Exclusive Option”), exercisable in its sole discretion, to be granted an exclusive license to each Selected Molecule, including Combinations that include Selected Molecules, as set forth in Schedule F (the “SM Exclusive License”) in accordance with the procedures set forth in this Section 4.1.

In the event that Millennium desires to exercise the DM Exclusive Option or the SM Exclusive Option, as applicable, Millennium will provide written notice to ▇▇▇▇▇▇▇▇ that it is exercising the applicable option, in each case at any time after the Effective Date and prior to the end of the Development Term for the applicable Molecule. Such written notice will specify the Development Molecule or Selected Molecule as to which Millennium is exercising the DM Exclusive Option or SM Exclusive Option, as applicable (each, an “Exercise Notice”). For clarity, on a Molecule-by-Molecule basis, the term of Millennium’s DM Exclusive Option (the “DM Option Term”) or SM Exclusive Option (the “SM Option Term”), as applicable, is co-extensive with the Development Term for such Molecule. If Millennium does not deliver an Exercise Notice in accordance with this Section 4.1(b) prior to the expiration of the DM Option Term for each Development Molecule, or the SM Option Term for each Selected Molecule, Millennium’s DM Exclusive Option or SM Exclusive Option, as applicable, will expire for the applicable Molecule, and Millennium will have no further rights or obligations under this Agreement with respect to the applicable Molecule (including (i) no further funding obligations and (ii) no right to exercise the DM Exclusive Option or SM Exclusive Option, as applicable, with respect to such Molecule). The Parties’ expectation is that no DM Option Term or SM Option Term will extend past the [***] of the Effective Date; provided that, for clarity, this sentence will not (y) limit the duration of any DM Option Term or SM Option Term in the event that such DM Option Term or SM Option, as applicable, extends past the [***] of the Effective Date in accordance with the terms of this Agreement or (z) otherwise limit the rights of the Parties hereunder.

The amount of the upfront fee (the “License Fee”) to be paid by Millennium for the exclusive license to the applicable Molecule will be as follows:

DM1 – [***]

DM2 – [***]

SM1 – [***]

SM2 – [***]

In the event Millennium delivers an Exercise Notice to ▇▇▇▇▇▇▇▇ within the applicable Option Term, ▇▇▇▇▇▇▇▇ will deliver to Millennium, within [***] following its receipt of the Exercise Notice, a DM License Agreement or SM License Agreement, as applicable, executed on behalf of ▇▇▇▇▇▇▇▇ in which ▇▇▇▇▇▇▇▇ has inserted (i) the name of the applicable Molecule, (ii) the Licensed Target Pair (as defined therein) and (iii) the effective date of the DM License Agreement or SM License Agreement (which effective date will be the date of receipt by ▇▇▇▇▇▇▇▇ of the applicable Exercise Notice (the “License Effective Date”)), as applicable, and (iv) the amount of the License Fee for such exclusive license. Within [***] following its receipt of the DM License Agreement or SM License Agreement, as applicable, from ▇▇▇▇▇▇▇▇, Millennium will return to ▇▇▇▇▇▇▇▇ such License Agreement executed on behalf of Millennium. Neither ▇▇▇▇▇▇▇▇ nor Millennium will make any changes to the form of DM License Agreement attached hereto as Schedule C or SM License Agreement attached hereto as Schedule F, as applicable, except (A) as provided in the foregoing sentence, (B) as otherwise agreed in writing by the Parties, and (C) upon mutual agreement, the Parties may update schedules and exhibits, as necessary, and either Party may update disclosure schedules related to the representations, warranties, and covenants made by such Party in the applicable License Agreement. For the avoidance of doubt, in the event of any failure by ▇▇▇▇▇▇▇▇ or Millennium to deliver a copy of the applicable DM License Agreement or SM License Agreement as described above, the non-executing Party will be deemed to have granted to the executing Party the rights with respect to the applicable Molecule consistent with the terms of the DM License Agreement or SM License Agreement, as applicable, as of the License Effective Date without any further action by the non-executing Party. Each Party will use its [***] to cause each DM License Agreement or SM License Agreement to be executed by such Party as promptly as practicable following the applicable License Effective Date.

For the avoidance of doubt, Millennium will have no obligation to exercise its exclusive option to be granted an exclusive license to any Molecule, to enter into a DM License Agreement or SM License Agreement with respect to such Molecule, or to pay any License Fee unless and until Millennium delivers to ▇▇▇▇▇▇▇▇ an Exercise Notice with respect to such Molecule in accordance with Section 4.1(b).”

Section 5.1(d). Section 5.1 of the Agreement is hereby amended by adding the following subsection (d) thereto:

Additional Option Fee. Millennium shall make the following additional payments to ▇▇▇▇▇▇▇▇, in each case within [***] following the Amendment No. 1 Effective Date:

[***] as further consideration for the exclusive option to obtain an exclusive license to DM1;

[***] as further consideration for the exclusive option to obtain an exclusive license to DM2;

[***] as further consideration for the exclusive option to obtain an exclusive license to SM1;

[***] as further consideration for the exclusive option to obtain an exclusive license to [***];

[***] as further consideration for the exclusive option to obtain an exclusive license to [***]; and

[***] as further consideration for the exclusive option to obtain an exclusive license to [***].

Section 6.1(b)(i), (iii) and (iv). Section 6.1(b) of the Agreement is hereby amended by deleting subsection (i) therefrom and replacing it with subsection (i) below and deleting subsections (iii) and (iv) therefrom and replacing them with subsections (iii), (iv) and (v) below:

as between the Parties, ▇▇▇▇▇▇▇▇ will own and retain all right, title and interest in and to any and all (A) ARC Technology IP, (B) Development Molecule IP, (C) Selected Molecule IP and (D) Combination IP other than Millennium Combination IP (such Intellectual Property is collectively referred to as “▇▇▇▇▇▇▇▇ IP”), in each case that are developed by or on behalf of either Party or their respective Affiliates in the course of performing their obligations under this Agreement (including under the Development Plan);

Millennium Combination IP will be jointly owned by ▇▇▇▇▇▇▇▇ and Millennium;

for any other Intellectual Property that is not Combination IP, Millennium Technology IP or ▇▇▇▇▇▇▇▇ IP, that is developed by either Party or their respective Affiliates in the course of performing their obligations under this Agreement (including under the Development Plan) (“Other IP”), ownership will follow inventorship; and

Millennium will promptly disclose to ▇▇▇▇▇▇▇▇ in writing the development, making, conception or reduction to practice of any ▇▇▇▇▇▇▇▇ IP, Combination IP or Other IP. ▇▇▇▇▇▇▇▇ will promptly disclose to Millennium in writing the development, making, conception or reduction to practice of any Millennium Technology IP, Combination IP or Other IP. The Parties will cooperate with each other to effectuate ownership of any such Intellectual Property as set forth in this Agreement, including executing such papers and instruments, requiring employees or others to execute such papers or instruments, and recording such papers or instruments, to effectuate the ownership of such Patent Rights, and to enable the Patent Prosecution thereof in any country or region. Millennium agrees to assign, and hereby assigns, to ▇▇▇▇▇▇▇▇ all ▇▇▇▇▇▇▇▇ IP that is conceived or reduced

Section 6.2. Section 6.2 of the Agreement is hereby amended by deleting the first sentence thereof in its entirety and replacing with the following:

Section 6.3. Subsections (a) – (e) of Section 6.3 of the Agreement are hereby deleted in their entirety and replaced with the following:

During the Term, ▇▇▇▇▇▇▇▇ will have the right and final authority, but not the obligation, to prepare, file, prosecute, maintain and control Patent Rights covering ▇▇▇▇▇▇▇▇ IP, with patent counsel of its choice and at ▇▇▇▇▇▇▇▇’▇ sole cost, including initiating interferences, re-examinations, reissues, oppositions, revocation actions and the like, and gaining patent term adjustments or restorations, supplemental protection certificates or their equivalents, and patent term extensions with respect thereto (“Patent Prosecution”); provided, however, that with respect to Development Molecule IP, Selected Molecule IP and Combination IP (including Millennium Combination IP only where, following Section 6.3(c), the Parties have agreed that ▇▇▇▇▇▇▇▇ will control prosecution of Millennium Combination IP), ▇▇▇▇▇▇▇▇ will retain outside counsel that is acceptable to Millennium.

▇▇▇▇▇▇▇▇ will keep Millennium informed, through the JPC, of all material matters with regard to the Patent Prosecution of the Patent Rights within the Development Molecule IP, Selected Molecule IP and Combination IP, as applicable, including by [***] to provide Millennium with prior written notice a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantial narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country for which the JPC has recommended pursing patent protection for such claim), so that Millennium has a reasonable opportunity to review and comment. ▇▇▇▇▇▇▇▇ will consider any comments received from Millennium [***].

Unless the Parties otherwise agree in writing, on a Molecule-by-Molecule basis, prior to exercise by Millennium of the DM Exclusive Option or SM Exclusive Option, as applicable, for the Molecule pursuant to Section 4.1, the Parties will not prepare, file, or prosecute Patent Rights Covering any Millennium Combination IP.

Within [***] following the Effective Date, the Parties will establish a Joint Patent Committee (“Joint Patent Committee” or “JPC”) which will be responsible for keeping each Party reasonably informed of all inventions arising under the Development Program, sharing material information and coordinating strategy for the Patent Prosecution of Patent Rights of ARC Technology IP, Development Molecule IP, Selected Molecule IP and Combination IP.

The JPC will be comprised of an [***] of representatives of each Party, with each Party having at least [***] on the JPC at all times. JPC members will have expertise appropriate for the function and purpose of the JPC. Each Party may replace its representative(s) on the JPC from time to time in its discretion with prior written notice to the other Party. ▇▇▇▇▇▇▇▇ will select one of the ▇▇▇▇▇▇▇▇ representatives of the JPC to be responsible for coordinating meetings of the JPC and preparing an agenda for each meeting (the “JPC Chair”).

The JPC will have no decision-making authority. It will serve only as a forum for the Parties to discuss and collaborate with respect to Patent Prosecution matters applicable to the Development Molecules, Selected Molecules and Combinations, including: overseeing and coordinating the activities of the mutually acceptable outside counsel; facilitating the Parties’ discussions regarding which claims of the ▇▇▇▇▇▇▇▇ IP existing as of the Effective Date fall within the ARC Technology IP, which claims fall within the Development Molecule IP which claims fall within the Selected Molecule IP, which claims fall within the Combination IP (including Millennium Combination IP) (and keeping a written record of such discussions) and filing continuations and/or divisional applications as necessary to segregate the claims into separate Patent Rights Covering each category, to the extent possible; discussing new patent filing strategy, and claims strategy with the goal of continuing to segregate Patent Rights Covering Development Molecule IP, Selected Molecule IP, Combination IP and ARC Technology IP, respectively, to the extent possible; and coordinating with each other to reasonably avoid creating potential issues in Patent Prosecution of patent applications. The JPC will be dissolved upon expiration of the Development Period (and in the event the Parties enter into a DM License Agreement and/or SM License Agreement, the relevant functions of the JPC will be conducted by the joint patent committee created pursuant to such agreement(s)).

To the extent ▇▇▇▇▇▇▇▇ desires to include any unpublished Know-How pertaining to a Development Molecule, a Selected Molecule or a Combination in a patent application Covering ARC Technology IP, or submit any unpublished Know-How pertaining to a Development Molecule, a Selected Molecule or a Combination to a patent office in furtherance of Prosecution of ARC Technology IP, ▇▇▇▇▇▇▇▇ will inform Millennium no less than [***] in advance of the intended filing or submission date and

Section 6.4. Section 6.4 of the Agreement is deleted in its entirety and replaced with the following:

Section 7.2(a)(v). Section 7.2(a)(v) of the Agreement is hereby amended by deleting the following parenthetical therefrom “(including in connection with the arbitration process described in Section 4.1(c)).”

Section 7.4. Section 7.4 of the Agreement is hereby deleted in its entirety and replaced with the following:

The Parties agree that ▇▇▇▇▇▇▇▇ may, at its discretion, publish or present, or permit to be published or presented, the results of the Development Program as they relate to the Development Molecules or the ARC Platform (the “Development Molecule Results”); provided, however, that ▇▇▇▇▇▇▇▇ will provide to Millennium all proposed abstracts, manuscripts or presentations (including information to be presented verbally) that relate to the Development Molecule Results at least [***] prior to its intended presentation or submission for publication, and ▇▇▇▇▇▇▇▇ agrees, upon written request from Millennium given within such [***] period, not to submit such abstract or manuscript for publication or to make such presentation until Millennium is given up to [***] (or such other period as the Parties may mutually agree) from the date of such written request to seek appropriate patent protection for any unpatented technology disclosed in such publication or presentation that it reasonably believes may be patentable. ▇▇▇▇▇▇▇▇ will take into account the reasonable comments or changes proposed by Millennium on any publication or presentation. Once such abstracts, manuscripts or presentations have been reviewed and, where applicable, approved by Millennium, the same abstracts, manuscripts or presentations do not have to be provided again to Millennium for review for

Subject to ▇▇▇▇▇▇▇▇’▇ right to publish the Development Molecule Results set forth in Section 7.4(a), each Party agrees that, except as required by Applicable Law, it will not publish or present, or permit to be published or presented, the results of the Development Program to the extent such results refer to or derive from the Selected Molecule IP, Millennium Technology IP, Millennium Combination IP, Combination IP Covering a Selected Molecule, or Other IP or otherwise constitute Confidential Information of the other Party (other than the Development Molecule Results) (collectively, the “Covered Results”) without the prior written approval of the other Party, which approval will not be unreasonably withheld, conditioned or delayed; provided, that it will not be deemed unreasonable for Millennium to withhold its consent to any request by ▇▇▇▇▇▇▇▇ to publish or present any Covered Results relating to the Selected Molecules or Designated ARC Molecules (including Combinations that include a Selected Molecule and/or Designated ARC Molecule). Subject to the foregoing, each Party will provide the other Party with the opportunity to review each of the submitting Party’s proposed abstracts, manuscripts or presentations (including information to be presented verbally) that relate to the Covered Results at least [***] prior to its intended presentation or submission for publication, and such submitting Party agrees, upon written request from the other Party given within such [***] period, not to submit such abstract or manuscript for publication or to make such presentation until the other Party is given up to [***] (or such other period as the Parties may mutually agree) from the date of such written request to seek appropriate patent protection for any unpatented technology disclosed in such publication or presentation that it reasonably believes may be patentable. The publishing Party will take into account the reasonable comments or changes proposed by the other Party on any publication or presentation. Once such abstracts, manuscripts or presentations have been reviewed and, where applicable, approved by each Party, the same abstracts, manuscripts or presentations do not have to be provided again to the other Party for review for a later submission for publication. Each Party also will have the right to require that any of its Confidential Information that is disclosed in any such proposed publication or presentation be deleted prior to such publication or presentation. In any permitted publication or presentation by a Party, the other Party’s contribution will be duly recognized, and co-authorship will be determined in accordance with customary industry standards.”

Section 8.5(a). Section 8.5(a) of the Agreement is hereby amended by deleting the first sentence and replacing it with the following:

any Patent Rights Covering Millennium Combination IP will be abandoned by the Party controlling prosecution, unless the Parties otherwise agree in writing. ▇▇▇▇▇▇▇▇ will not pursue Claims to any Millennium Combination IP, unless the Parties otherwise agree in writing.”

Section 8.5(b). Section 8.5(b) of the Agreement is hereby amended by deleting the “and” at the end of subsection (ii), replacing the “.” at the end of subsection (iii) with “; and” and adding the following subsection (iv) thereto:

with respect to Combination IP that Covers the Terminated Molecule, any applicable Patent Rights Covering such Combination IP that is also Millennium Combination IP will be abandoned by the Party controlling prosecution. ▇▇▇▇▇▇▇▇ will not pursue Claims to any Millennium Combination IP which include the Terminated Molecule.”

Section 8.5(c)(i). Section 8.5(c)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

Section 8.5(c)(ii). Section 8.5(c)(ii) of the Agreement is hereby deleted in its entirety and replaced with the following:

Expiration of Termination Right Pursuant to Sections 8.4(a) and (b). The Parties agree that Millennium’s termination rights pursuant to Section 8.4(a) and (b) have expired and no longer have any force or effect as of the Amendment Effective Date.

Schedules C and D. Schedules C and D to the Agreement are hereby deleted and replaced with Exhibits 1 and 2, respectively, to this Amendment.

Development Plan Amendment. Each Party will cause its JDC representatives to approve, at the first JDC meeting following the Amendment Effective Date, an amendment to the Development Plan to incorporate the studies set forth on Exhibit 3 to this Amendment.

Continuing Effect of Agreement. Except as otherwise expressly modified by this Amendment, no other portion of the Agreement is amended hereby.

Counterparts. This Amendment may be executed in counterparts, each of which counterparts, when so executed and delivered, will be deemed to be an original, and all of which counterparts, taken together, will constitute one and the same instrument. For purposes of execution, a copy of this Amendment or any amendment hereto will be deemed an original (including a printed copy of a PDF file delivered via email or a facsimile transmitted telephonically via a fax machine).

Governing Law. This Amendment and all questions regarding the existence, validity, interpretation, breach or performance of this Amendment, will be governed by, and construed and enforced in accordance with, the laws of the State of New York, U.S., without reference to its conflicts of law principles.

Effectiveness. This Amendment shall be effective upon execution by Millennium and ▇▇▇▇▇▇▇▇.

▇▇▇▇▇▇▇▇ LABS, INC.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Definitions and Cross References. Unless otherwise specified herein, each capitalized term shall have the meaning assigned to it in the Agreement and each reference to a Section or Article shall refer to the corresponding Section or Article in the Agreement.

Amendments.

Section 1.1 Additions. Section 1.1 of the Agreement is hereby amended by adding the following definitions thereto, each in the appropriate alphabetical location:

“Amendment No. 2 Effective Date” means October 30, 2018.

“Co PI” has the meaning set out in Section 5.3(d).

“Excess [***] Study Costs” has the meaning set out in Section 5.3(e).

“HSR Clearance Date” means the earliest date on which the Parties have actual knowledge that all applicable waiting periods under the HSR Act with respect to the transactions contemplated by the applicable DM Exclusive License or SM Exclusive License have expired or been terminated.

“Implementation Date” means the later of (a) the date of receipt by ▇▇▇▇▇▇▇▇ of the applicable Exercise Notice pursuant to Section 4.1(d), (b) if a determination is made that a notification of this Agreement is not required to be made under the HSR Act, the date of such determination or (c) if notification of this Agreement is required to be made under the HSR Act, the HSR Clearance Date.

“[***] Study” has the meaning set out in Section 5.3(d).

“[***] Study Budget” has the meaning set out in Section 5.3(d).

“[***] Study Costs” has the meaning set out in Section 5.3(e).

“[***] Study Plan” has the meaning set out in Section 5.3(d).

“[***] Study Report” has the meaning set out in Section 5.3(d).

“Tumor Study Milestone” has the meaning set out in Section 5.3(b).

Section 1.1 Deletions. Section 1.1 of the Agreement is hereby further amended by deleting the following definitions therefrom: “Agreement Fee,” “Former SM2 Molecule,” “Replacement” and “Right of Replacement.”

Section 1.1 Amendments. Section 1.1 of the Agreement is hereby further amended by amending the following definitions:

“Development Term” – the definition of “Development Term” is hereby deleted in its entirety and replaced with the following: “means, on a Molecule-by-Molecule basis, the period of time commencing on the Effective Date and continuing: (a) for SM1 until the earlier of (i) the [***] following delivery by ▇▇▇▇▇▇▇▇ to Millennium of the [***] Study Report, (ii) delivery by Millennium of an Exercise Notice with respect to SM1, or (iii) failure of Millennium to pay the Tumor Study Milestone with respect to SM1 in accordance with Section 5.3(b); (b) for each Development Molecule until the earlier of (i) the ninetieth (90^th) day following delivery by ▇▇▇▇▇▇▇▇ to Millennium of a report detailing the results of the Final Phase I Clinical Trial for such Development Molecule, or (ii) delivery by Millennium of an Exercise Notice with respect to such Development Molecule; and (c) for each Designated ARC Molecule (including any Designated ARC Molecule that is designated by Millennium as SM2) until the earlier of (i) the [***] following delivery by ▇▇▇▇▇▇▇▇ of the [***] Study Report, (ii) delivery by Millennium of an Exercise Notice with respect to any Designated ARC Molecule (including any Designated ARC Molecule that is designated as SM2 by Millennium) or (iii) failure by Millennium to pay the Tumor Study Milestone with respect to such Designated ARC Molecule in accordance with to Section 5.3(b).”

“HSR Act” – the definition of “HSR Act” is hereby deleted in its entirety and replaced with the following: “means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.”

“Selected Molecule IP” – the definition of “Selected Molecule IP” is hereby amended by deleting the penultimate sentence thereof and replacing it with the following: “For clarity, a Patent Right may describe or claim ARC Technology IP, Development Molecule IP, Selected Molecule IP and Combination IP, and the determination of what constitutes ARC Technology IP, Development Molecule IP, Selected Molecule IP or Combination IP will be made on a claim-by-claim basis.”

“SM2” – the definition of “SM2” is hereby deleted in its entirety and replaced with the following: “means the Designated ARC Molecule that is designated by Millennium as SM2 pursuant to Section 5.3(e).”

“Tumor Study” and “Tumor Studies” – the definition of “Tumor Study” and “Tumor Studies” is hereby amended by deleting the reference therein to “Section 2.8(a)” and replacing it with a reference to “Section 2.8.”

Section 2.8. Section 2.8 of the Agreement is hereby deleted in its entirety and replaced with the following:

Development of Designated ARC Molecules

Section 2.9(a). The first sentence of the second paragraph of Section 2.9(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

Section 3.1(a). Section 3.1(a) of the Agreement is hereby amended by deleting subsection (vi) therefrom and renumbering the remaining subsections accordingly.

Section 3.3(b). Section 3.3(b) of the Agreement is hereby amended by deleting the text of clause (iii) thereof and replacing it with the following “a proposed amendment to the [***] Study Plan or the [***] Study Budget in which case both Parties’ representatives must reach [***] on such proposed amendment.”

Section 4.1(d). Section 4.1(d) is hereby deleted in its entirety and replaced with the following:

In the event Millennium delivers an Exercise Notice to ▇▇▇▇▇▇▇▇ within the applicable Development Term, ▇▇▇▇▇▇▇▇ will deliver to Millennium, within [***] following its receipt of the Exercise Notice, a DM License Agreement or SM License Agreement, as applicable, executed on behalf of ▇▇▇▇▇▇▇▇ in which ▇▇▇▇▇▇▇▇ has inserted (i) the name of the applicable Molecule, (ii) the Licensed Target Pair (as defined therein) and (iii) the effective date of the DM License Agreement or SM License Agreement (which effective date will be the Implementation Date (the “License Effective Date”)), as applicable. Within [***] following its receipt of the DM License Agreement or SM License Agreement, as applicable, from ▇▇▇▇▇▇▇▇, Millennium will return to ▇▇▇▇▇▇▇▇ such License Agreement executed on behalf of Millennium. For clarity, the Parties acknowledge that the License Effective Date will not occur until the Implementation Date pursuant to Section 4.1(f), but notwithstanding any delay in the occurrence of the Implementation Date, the Parties will be obligated to execute such DM License Agreement or SM License Agreement, as applicable, in accordance with the foregoing sentence. Neither ▇▇▇▇▇▇▇▇ nor Millennium will make any changes to the form of DM License Agreement attached hereto as Schedule C or SM License Agreement attached hereto as Schedule F, as applicable, except (A) as provided in the first sentence of this Section 4.1(d), (B) as otherwise agreed in writing by the Parties, and (C) upon mutual agreement, the Parties may update schedules and exhibits, as necessary, and either Party may update disclosure schedules related to the representations, warranties, and covenants made by such Party in the applicable License Agreement. For the avoidance of doubt, in the event of any failure by ▇▇▇▇▇▇▇▇ or Millennium to deliver a copy of the applicable DM License Agreement or SM License Agreement as described above, the non-executing Party will be deemed to have granted to the executing Party the rights with respect to the applicable Molecule consistent with the terms of the DM License Agreement or SM License Agreement, as applicable, as of the License Effective Date without any further action by the non-executing Party.”

Section 4.1(f). Section 4.1 of the Agreement is hereby amended by adding the following subsection (f) thereto

Notwithstanding the foregoing, the Parties will use [***] to obtain any approvals from any Governmental Entity that are required before effectiveness of any DM Exclusive License or SM Exclusive License, as applicable. In the event approval is required under the HSR Act, the Parties will use such efforts to file the notification and report forms required under the HSR Act as soon as practicable following delivery by Millennium of the applicable Exercise Notice, but in no event later than [***] thereafter, and will respond as promptly as practicable to all requests

Section 5.2(b). Section 5.2(b) of the Agreement is hereby amended by deleting subsection (ii) therefrom and eliminating subsection (i) such that the text in subsection (i) becomes part of Section 5.2(b).

Section 5.3(b). Section 5.3(b) of the Agreement is hereby deleting in its entirety and replaced with the following:

Section 5.3(d). Section 5.3(d) is hereby deleted in its entirety and replaced with the following:

[***] Study. “▇▇▇▇▇▇▇▇ will manufacture materials and conduct a [***] study in [***] that will include each Molecule as to which Millennium pays a Tumor Study Milestone (the “[***] Study”). Millennium will have equal decision-making rights with ▇▇▇▇▇▇▇▇ on all matters relating to the [***] Study, including study design and execution, and ▇▇▇▇▇▇▇▇ and Millennium will each have the right to select one principal investigator (each such principal investigator is referred to as a “Co PI”) for the [***] Study; provided that, with respect to decisions that need to be made during the in-life portion of the [***] Study, if ▇▇▇▇▇▇▇▇ makes reasonable efforts to consult with the Millennium-designated Co PI, but the Millennium-designated Co PI is not available to participate in a decision within the relevant timeframe needed for such decision, the ▇▇▇▇▇▇▇▇-designated Co PI will be authorized to make such decision unilaterally. The [***] Study will be conducted in accordance with the study plan (“[***] Study Plan”), which is hereby incorporated into the Development Plan and attached hereto as Schedule I, and the budget attached hereto as Schedule II (“[***] Study Budget”). Promptly following its receipt of the final written report (which is signed by the study director at the applicable contract research organization) detailing the results of the [***] Study (the “[***] Study Report”), ▇▇▇▇▇▇▇▇ will forward a copy of the [***] Study Report to Millennium.”

Section 5.3(e). Section 5.3 of the Agreement is hereby amended by adding the following subsection (e) thereto:

[***] Study Costs. The [***] of the [***] Study (“[***] Study Costs”) incurred in accordance with the [***] Study Budget will be allocated as follows: (i) first, ▇▇▇▇▇▇▇▇ may submit to Millennium [***] Study Costs for reimbursement pursuant to Section 5.2(b) up to the remaining amount (if any) of the $[***] in total reimbursement available under Section 5.2(b), (ii) second, ▇▇▇▇▇▇▇▇ will be responsible for the next $[***] of [***] Study Costs, and (iii) third, Millennium will reimburse ▇▇▇▇▇▇▇▇ for any remaining [***] Study Costs. ▇▇▇▇▇▇▇▇ will have the right to revise the [***] Study Budget [***]. Any amendment to the [***] Study Budget that would result in [***] Study Costs (alone or in the aggregate with prior amendments to the [***] Study Budget) in an amount not to exceed [***] of the [***] Study Costs reflected in the original [***] Study Budget can be made unilaterally by ▇▇▇▇▇▇▇▇. Any amendment to the [***] Study Budget that would result in [***] Study Costs (alone or in the aggregate with prior amendments to the [***] Study Budget) in excess of [***] of the Non-GLP Tox Study Costs reflected in the original [***] Study Budget (“Excess [***] Study Costs”) will only be effective upon a [***] of the JDC approving such amendment. If the JDC is unable to reach a [***] on whether to approve such an amendment within [***] after such

Section 5.3(f). Section 5.3 of the Agreement is hereby amended by adding the following subsection (f) thereto:

Millennium will have the right, at any time prior to the end of the Development Term for the Designated ARC Molecules, to designate any one of the Designated ARC Molecules as SM2 by providing written notice to ▇▇▇▇▇▇▇▇ of such designation. For clarity, Millennium must designate one of the Designated ARC Molecules as SM2 in order to exercise the SM Exclusive Option with respect to such Designated ARC Molecule, but such designation may be included in the applicable Exercise Notice (and in such case the Exercise Notice would constitute a written notice of designation as SM2 for purposes of this Section 5.3(f)).”

Section 6.3(d)(ii). Section 6.3(d)(ii) of the Agreement is hereby amended by deleting the second sentence thereof and replacing it with the following:

Section 6.3(e). Section 6.3(e) of the Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following:

Determination of Successful Completion. The Parties acknowledge and agree that on June 26, 2018, the JDC [***] determined that SM1 and the Designated ARC Molecules had each achieved Successful Completion in its respective Tumor Study.

Schedule F. Schedule F to the Agreement is hereby amended by replacing the SM2 License Agreement contained therein with Exhibit 1 to this Amendment.

Schedule I. Exhibit 2 to this Amendment is hereby added as Schedule I to the Agreement.

Schedule J. Exhibit 3 to this Amendment is hereby added as Schedule J to the Agreement.

Continuing Effect of Agreement. Except as otherwise expressly modified by this Amendment, no other portion of the Agreement is amended hereby.

Counterparts. This Amendment may be executed in counterparts, each of which counterparts, when so executed and delivered, will be deemed to be an original, and all of which counterparts, taken together, will constitute one and the same instrument. For purposes of execution, a copy of this Amendment or any amendment hereto will be deemed an original (including a printed copy of a PDF file delivered via email or a facsimile transmitted telephonically via a fax machine).

Governing Law. This Amendment and all questions regarding the existence, validity, interpretation, breach or performance of this Amendment, will be governed by, and construed and enforced in accordance with, the laws of the State of New York, U.S., without reference to its conflicts of law principles.

Effectiveness. This Amendment shall be effective upon execution by Millennium and ▇▇▇▇▇▇▇▇.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Definitions and Cross References. Unless otherwise specified herein, each capitalized term used herein shall have the meaning assigned to it in the Agreement, and each reference to a Section or Article shall refer to the corresponding Section or Article in the Agreement.

Amendments.

Section 1.1 Amendments. Section 1.1 of the Agreement is hereby amended by amending or adding, as applicable, the following definitions thereto in the appropriate alphabetical location:

“Advanced Manufacturing Services” has the meaning set out in Section 2.10(h).

“Amendment No. 3 Effective Date” means the effective date of Amendment No. 3 to this Agreement.

“ARC Technology IP”. The definition of “ARC Technology IP” is hereby amended by deleting the existing definition in its entirety and replacing it with: “means all Know-How and Patent Rights (a) Controlled by ▇▇▇▇▇▇▇▇ prior to the Effective Date, (b) that come under ▇▇▇▇▇▇▇▇’▇ Control at any time during the Term, or (c) developed by or on behalf of either Party or its Affiliates during the Term as a result of such Party’s activities under this Agreement or as a result of such Party’s access to ▇▇▇▇▇▇▇▇’▇ Confidential Information; each of (a) – (c), to the extent such Know-How or Patent Rights (i) Cover the ARC Platform, which includes, for clarity, processes for making ARC Molecules; analytical methods for [***], and (ii) are not Development Molecule IP, Selected Molecule IP, Combination IP or CMC Collaboration IP. For clarity, a Patent Right may describe or claim ARC Technology IP, Development Molecule IP Selected Molecule IP, Combination IP or CMC Collaboration IP, and the determination of what constitutes ARC Technology IP, Development Molecule IP, Selected Molecule IP, Combination IP or CMC Collaboration IP will be made on a claim-by-claim basis.”

“CMC” means chemistry, manufacturing and controls.

“CMC DM1 Activities” means the Millennium CMC DM1 Activities and/or the ▇▇▇▇▇▇▇▇ CMC DM1 Activities conducted pursuant to the CMC DM1 Improvement Plan on or after the Amendment No. 3 Effective Date.

“CMC Collaboration IP” means Know-How and Patent Rights developed by or on behalf of Millennium or its Affiliates during the Term as a result of (a) Millennium CMC DM1 Activities, or (b) those DM Collaboration Activities identified in the scope of work with respect thereto as CMC activities for which Millennium is the sole responsible Party (“Millennium CMC DM Collaboration Activities”), in each case ((a) and (b)) under this Agreement.

“CMC DM1 Improvement Budget” means the budget included in the CMC DM1 Improvement Plan.

“CMC DM1 Improvement Plan” means the CMC DM1 Improvement Plan attached to this Agreement as Schedule K. Each row of the CMC DM1 Improvement Plan denotes a separate CMC DM1 Activity.

“Combination IP”. The definition of “Combination IP” is hereby amended by deleting the existing definition in its entirety and replacing it with: “means all Know-How and Patent Rights: (a) developed by or on behalf of either Party during the Term pursuant to the Development Plan, (b) developed by or on behalf of ▇▇▇▇▇▇▇▇ in the course of conducting Development activities arising from access to one or more Millennium Molecules, (c) that comes under ▇▇▇▇▇▇▇▇’▇ or its Affiliates’ Control during the Term and is solely related to a Molecule, or (d) developed by or

“Data” means all Know-How, results, conclusions and observations resulting from the performance of the Millennium CMC DM1 Activities, Millennium CMC DM Collaboration Activities, or CMC activities related to DM2 for which Millennium is the sole responsible Party, as applicable.

“Data Sharing Memo” has the meaning set out in Section 2.6.

“Development Molecule IP”. The definition of “Development Molecule IP” is hereby amended by deleting the existing definition in its entirety and replacing it with: “means all Know-How and Patent Rights (a) Controlled by ▇▇▇▇▇▇▇▇ prior to the Effective Date, (b) that come under ▇▇▇▇▇▇▇▇’▇ Control at any time during the Term, or (c) developed by or on behalf of either Party or its Affiliates during the Term as a result of such Party’s activities under this Agreement or as a result of such Party’s access to ▇▇▇▇▇▇▇▇’▇ Confidential Information; in each case that (i) solely Covers a Development Molecule, including compositions of matter, methods of making, methods of using and methods of manufacture (including as a result of CMC DM1 Activities and DM Collaboration Activities) that solely relate to or solely Cover a Development Molecule, and (ii) is not CMC Collaboration IP. For clarity, a Patent Right may describe or claim ARC Technology IP, Development Molecule IP, Selected Molecule IP, Combination IP and CMC Collaboration IP, and the determination of what constitutes ARC Technology IP, Selected Molecule IP, Development Molecule IP, Combination IP or CMC Collaboration IP will be made on a claim-by-claim basis. For clarity, Development Molecule IP excludes Combination IP and CMC Collaboration IP.”

“Development Term”. The definition of “Development Term” is hereby amended by deleting the existing definition in its entirety and replacing it with: “means, on a Molecule-by-Molecule basis, the period of time commencing on the Effective Date and continuing: (a) for SM1 until the earlier of (i) the [***] following delivery by ▇▇▇▇▇▇▇▇ to Millennium of the [***] Study Report, (ii) delivery by Millennium of an Exercise Notice with respect to SM1, or (iii) failure of Millennium to pay the Tumor Study Milestone with respect to SM1 in accordance with Section 5.3(b); (b) for each Development Molecule until the earlier of (i) the ninetieth (90th) day following delivery by ▇▇▇▇▇▇▇▇ to Millennium of a report detailing the

“DM Collaboration Activity” means any activity, not specifically contemplated by the Development Plans for DM1 or DM2, that is [***] by the JDC as to scope of work and Party responsibility (both as to performance and payment) and designated thereby as a “DM Collaboration Activity”. For clarity, the Development Plans for DM1 and DM2, as may be amended from time to time under Section 2.2, exclude any DM Collaboration Activities.

“DM1 Final Phase I Clinical Trial” means the Clinical Trial conducted pursuant to the Protocol.

“DM1 [***] Expenses” has the meaning set out in Section 2.10(c).

“DM2 Supplementary Dose Expansion Cohort” has the meaning set out in Section 5.3(i).

“DM2 Supplementary Notice” has the meaning set out in Section 5.3(i).

“Dose Expansion Cohort CTM Costs” has the meaning set out in Section 5.3(h).

“Excess Second Dose Expansion Cohort Costs” has the meaning set out in Section 5.3(h).

“Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs” shall have the meaning set out in Section 2.10(c).

“February Letter Agreement” means that certain letter agreement, dated February 11, 2019, between Millennium and ▇▇▇▇▇▇▇▇.

“First Dose Expansion Cohort” has the meaning set out in Section 5.3(g).

“First Dose Expansion Cohort Plan” has the meaning set out in Section 5.3(g).

“Manufacture”, “manufacture” or variants thereof means activities directed to producing, manufacturing, processing, sourcing of materials, filling, finishing, packaging, labeling, quality assurance testing and release, shipping and storage of a Development Molecule.

“Manufacturing Notice” has the meaning set out in Section 2.10(h).

“Materials” has the meaning set out in Section 2.10(d).

“Millennium CMC DM1 Activities” means those CMC DM1 Activities identified as “Takeda Managed” in the CMC DM1 Improvement Plan.

“Millennium CMC DM Collaboration Activities” has the meaning set out in the definition of “CMC Collaboration IP”.

“Millennium Technology IP”. The definition of “Millennium Technology IP” is hereby amended by deleting the existing definition in its entirety and replacing it with the following: “means all Know-How and Patent Rights that (i) are Controlled by Millennium or its Affiliates prior to the Effective Date, (ii) come into Millennium’s or its Affiliates’ Control at any time during the Development Period, or (iii) are developed by or on behalf of either Party or its Affiliates as a result of such Party’s activities under this Agreement, and Covers Targets (individually or in combination as a Target Pair) or binding domains to such Targets (e.g., peptides, polypeptides, proteins, antibodies, nanobodies, single-chain variable fragments and compounds); and (b) are not ARC Technology IP, Development Molecule IP or Selected Molecule IP. For clarity, Millennium Technology IP excludes Combination IP and CMC Collaboration IP.”

“Non-Refundable [***]” has the meaning set out in Section 5.1(e).

“Out-of-Scope Results” means any Know-How that is produced from use of any Material for purposes other than the conduct of the CMC DM1 Activities or DM Collaboration Activities, as applicable, or otherwise not in compliance with the terms and conditions of this Agreement, unless otherwise specifically agreed to in writing by the Parties (e.g., under a separate material transfer agreement). For the avoidance of doubt, Out-of-Scope Results shall constitute “Confidential Information” of ▇▇▇▇▇▇▇▇ hereunder.

“Other IP” has the meaning set out in Section 6.1(b)(iv).

“Phase I Report”. The definition of “Phase I Report” as the meaning of such term is set out in the February Letter Agreement is hereby amended by deleting the existing definition in its entirety and replacing it with: “means the report detailing the results of the DM1 Final Phase I Clinical Trial referred to in the definition of “Development Term”, which triggers the ninety (90)-day clock defining the conclusion of the Development Term for DM1, which will be prepared by ▇▇▇▇▇▇▇▇ and delivered to Millennium in accordance with the following guidelines: The Phase I Report for the DM1 Final Phase I Clinical Trial will be based on all data collected through at least the later of (a) the conclusion of the [***] for the final subject enrolled

“Protocol” means the protocol for the DM1 Final Phase I Clinical Trial entitled “Phase 1 Dose Escalation and Dose Expansion Study of an Agonist Redirected Checkpoint Fusion Protein, SL-279252 (PD1-Fc-OX40L), in Subjects with Advanced Solid Tumors or Lymphomas” (▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Identifier: NCT03894618), Version Number: v04, dated February 24, 2020, which is attached hereto as Schedule L.

“Second Dose Expansion Cohort” has the meaning set out in Section 5.3(g).

“Second Dose Expansion Cohort Costs” has the meaning set out in Section 5.3(h).

“Second Dose Expansion Cohort Plan” has the meaning set out in Section 5.3(g).

“Selected Molecule IP”. The definition of “Selected Molecule IP” is hereby amended by deleting the existing definition in its entirety and replacing it with: “means all Know-How and Patent Rights (a) Controlled by ▇▇▇▇▇▇▇▇ or its Affiliates prior to the Effective Date, (b) that come under ▇▇▇▇▇▇▇▇’▇ or its Affiliates’ Control at any time during the Term, or (c) developed by or on behalf of either Party or its Affiliates during the Term as a result of such Party’s activities under this Agreement or as a result of such Party’s access to ▇▇▇▇▇▇▇▇’▇ Confidential Information; in each case that (i) solely Covers a Selected Molecule or a Designated ARC Molecule, including compositions of matter, methods of making, methods of using and

“▇▇▇▇▇▇▇▇ CMC DM1 Activities” means those CMC DM1 Activities identified as “▇▇▇▇▇▇▇▇ Managed” in the CMC DM1 Improvement Plan.

“▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs” shall have the meaning set out in Section 2.10(c).

“Specified Confidential Information”. The definition of “Specified Confidential Information” is hereby amended by deleting the existing definition in its entirety and replacing it with the following: “means, on a Molecule-by-Molecule basis, all non-public data, results or other Know-How solely related to such Molecule and that constitute Development Molecule IP or Selected Molecule IP, generated prior to the Effective Date or pursuant to the activities conducted under any Development Plan, the CMC DM1 Improvement Plan, or any DM Collaboration Activities.”

“Subsequent Transaction” shall have the meaning set out in Section 5.3(h).

“Third Party CMO” has the meaning set out in Section 2.10(i).

Section 2.6. Section 2.6 of the Agreement is hereby deleted in its entirety and replaced with the following:

Reporting

Section 2.10. Article 2 of the Agreement is hereby amended by adding the following Section 2.10 thereto:

CMC DM1 Improvement Plan; Advance Manufacturing

▇▇▇▇▇▇▇▇ CMC DM1 Activities; Manufacturing Slot Reservation. From the Amendment No. 3 Effective Date, ▇▇▇▇▇▇▇▇ shall promptly commence the ▇▇▇▇▇▇▇▇ CMC DM1 Activities in accordance with the CMC DM1 Improvement Plan and this Section 2.10 (provided that ▇▇▇▇▇▇▇▇ shall not commence any ▇▇▇▇▇▇▇▇ CMC DM1 Activity for which the CMC DM1 Improvement Budget is marked “TBD” opposite such ▇▇▇▇▇▇▇▇ CMC DM1 Activity in the CMC DM1 Improvement Plan until ▇▇▇▇▇▇▇▇ has presented to Millennium a statement of work and budget in respect of such ▇▇▇▇▇▇▇▇ CMC DM1 Activity and Millennium has, in its sole discretion, approved such statement of work and budget in writing, following which such statement of work and budget shall be deemed to amend the CMC DM1 Improvement Plan and Schedule A thereto accordingly) and ▇▇▇▇▇▇▇▇ shall use [***] to complete each ▇▇▇▇▇▇▇▇ CMC DM1 Activity prior to the expiration of the DM1 DM Option Term; provided that ▇▇▇▇▇▇▇▇ will continue to use [***] to complete such ▇▇▇▇▇▇▇▇ CMC DM1 Activities after the expiration of the DM1 DM Option Term if Millennium has exercised the DM Exclusive Option with respect to DM1. At any time prior to the expiration of the DM1 DM Option Term, in connection with Millennium’s anticipated request of ▇▇▇▇▇▇▇▇ to reserve a Manufacturing slot pursuant to the remainder of this Section 2.10(a), Millennium may deliver forms of Millennium’s standard quality and supply agreements to ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ shall provide Millennium feedback on such forms of quality and supply agreements within [***] of such delivery. At any time following such [***] period and prior to the expiration of the DM1 DM Option Term, Millennium may by written notice to ▇▇▇▇▇▇▇▇ request ▇▇▇▇▇▇▇▇ reserve a Manufacturing slot at a contract manufacturing organization for a phase II Clinical Trial for DM1. ▇▇▇▇▇▇▇▇ agrees that in the event ▇▇▇▇▇▇▇▇ receives written instructions from Millennium to reserve a Manufacturing slot at a contract manufacturing organization for a phase II Clinical Trial for DM1, ▇▇▇▇▇▇▇▇ shall promptly reserve such Manufacturing slot; provided, however, that ▇▇▇▇▇▇▇▇ will only reserve such Manufacturing slot if, following ▇▇▇▇▇▇▇▇’▇ written

Millennium CMC DM1 Activities. From the Amendment No. 3 Effective Date, Millennium shall, at its sole discretion, conduct none, some or all of the Millennium CMC DM1 Activities at its sole cost and expense (regardless of the CMC DM1 Improvement Budget applicable to such Millennium CMC DM1 Activities).

▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs. Millennium will reimburse ▇▇▇▇▇▇▇▇ for [***] incurred by ▇▇▇▇▇▇▇▇ and its Affiliates in the performance of each of the ▇▇▇▇▇▇▇▇ CMC DM1 Activities (“DM1 [***] Expenses”) performed by or on behalf of ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs”), provided Millennium will have no obligation to reimburse ▇▇▇▇▇▇▇▇ for any DM1 [***] Expenses that exceed the applicable amounts set forth in the CMC DM1 Improvement Budget by more than [***] with respect to such ▇▇▇▇▇▇▇▇ CMC DM1 Activities. In the event the ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs are expected to or will exceed the applicable CMC DM1 Improvement Budget amounts by more than [***] (“Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs”), ▇▇▇▇▇▇▇▇ will provide notice of same to Millennium and the Parties agree to discuss the Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs [***]. Millennium will be responsible for such Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs only in the event that Millennium has approved such Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs in writing in advance, in which case Millennium will be solely responsible for such Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs. Millennium hereby agrees to reimburse such pre-approved Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs regardless of whether the DM Option Term in respect of DM1 has expired or Millennium exercised the DM Exclusive Option with respect to DM1 as of the time such Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs were incurred. ▇▇▇▇▇▇▇▇ will be solely responsible for any Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs in the event that Millennium has not approved such Excess ▇▇▇▇▇▇▇▇ CMC DM1 Activity Costs in writing in advance; provided, however, that ▇▇▇▇▇▇▇▇ will have no obligation to incur additional DM1 [***] Expenses in excess of [***] of those reflected in the original CMC DM1 Improvement Budget unless Millennium agrees to reimburse such additional DM1 Out-of-Pocket Expenses.

Materials Transfer. In order to facilitate the activities contemplated under the CMC DM1 Improvement Plan and any scope of work in respect of DM Collaboration Activities either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party (collectively, “Materials”) for use by the receiving Party in furtherance of the CMC DM1 Improvement Plan or a DM Collaboration Activity. The supplying Party will provide a list of all Materials provided to the receiving Party under the Agreement, which will be updated by the supplying Party at the beginning of each Calendar Quarter during the Development Term for DM1 or DM2, as applicable.

Out-of-Scope Results. Should either Party, or any person who is granted access to Material by either Party, use any Material for purposes other than the conduct of the CMC DM1 Activities or DM Collaboration Activities or otherwise not in compliance with the terms and conditions of this Agreement, such Out-of-Scope Results will belong to the Party that supplied such Material. Each Party will promptly disclose all Out-of-Scope Results to the other Party and will assign and hereby assigns all of its and such person’s right, title and interest in and to all Out-of-Scope Results to such other Party. The foregoing will not limit any other remedies available to a Party for any reason by law or in equity.

Updates. During the Development Term for DM1 or DM2, as applicable, Millennium and ▇▇▇▇▇▇▇▇ will keep each other promptly informed and up-to-date regarding the progress of their respective CMC DM1 Activities and DM Collaboration Activities. Each Party will supply to the other Party a final written report within the earlier of [***] after the completion of all CMC DM1 Activities or DM Collaboration Activities or [***] after expiration or earlier termination of the DM Option Term in respect of DM1 or DM2, as applicable. Each report will set forth a reasonably detailed description of the activities conducted in support of the CMC DM1 Activities or DM Collaboration Activities, as applicable, by the Party delivering the report. ▇▇▇▇▇▇▇▇ and Millennium shall jointly own each such report and all Data generated in each case as a result of the conduct of the Millennium CMC DM1 Activities or Millennium CMC DM Collaboration Activities.

Additional CMC DM1 Activities. Millennium may request, in its sole discretion, that ▇▇▇▇▇▇▇▇ agree to conduct certain research activities relating to the Manufacturing of DM1 that are in addition to the ▇▇▇▇▇▇▇▇ CMC DM1 Activities. If Millennium so requests, the Parties will discuss such requested assistance and will work [***] to negotiate the scope of, and budget for, such activities, which shall be deemed “▇▇▇▇▇▇▇▇ CMC DM1 Activities” hereunder (and

Advanced Manufacturing. Notwithstanding anything to the contrary contained herein or (if executed) in the DM License Agreement for DM1, if ▇▇▇▇▇▇▇▇ reserves a Manufacturing slot as described in Section 2.10(a), Millennium may by written notice to ▇▇▇▇▇▇▇▇ (a “Manufacturing Notice”) request ▇▇▇▇▇▇▇▇ [***] to timely Manufacture (or have Manufactured) and supply to Millennium an amount of DM1 Manufactured utilizing the Manufacturing slot reserved by ▇▇▇▇▇▇▇▇ pursuant to Section 2.10(a) (“Advanced Manufacturing Services”). ▇▇▇▇▇▇▇▇ will reasonably consider the request set forth in Millennium’s Manufacturing Notice and will negotiate [***] with Millennium to enter into separate quality and supply agreements with Millennium, which are satisfactory to ▇▇▇▇▇▇▇▇, for the Advanced Manufacturing Services as contemplated below, provided no Advanced Manufacturing Services will commence unless or until the Parties execute such separate quality and supply agreements. Millennium may deliver a Manufacturing Notice at any time during the DM Option Term with respect to DM1 or, in the event that Millennium delivers an Exercise Notice to ▇▇▇▇▇▇▇▇ with respect to DM1, after the expiration thereof and prior to the date that is [***] after the effective date of the DM License Agreement for DM1. Following ▇▇▇▇▇▇▇▇’▇ reservation of the Manufacturing slot pursuant to Section 2.10(a) and through the date [***] following ▇▇▇▇▇▇▇▇’▇ receipt of a Manufacturing Notice, the Parties will [***] negotiate and enter into separate quality and supply agreements with respect to the Advanced Manufacturing Services contemplated under this Section 2.10(h), which shall (i) contain supply terms reasonably acceptable to the Parties, including that [***] and (ii) be consistent with the terms of this Section 2.10(h) and Millennium’s policies.

Third Party CMO. In order to perform its ▇▇▇▇▇▇▇▇ CMC DM1 Activities, DM Collaboration Activities under Section 2.10, or Advanced Manufacturing Services under Section 2.10(h), ▇▇▇▇▇▇▇▇ may, with the prior written approval of Millennium (such approval only required to the extent Millennium will be reimbursing the costs thereof hereunder, and if such approval is so required, not to be unreasonably withheld, conditioned, or delayed), enter into agreements with one or more Third Party contract manufacturing organizations (each, a “Third Party CMO”) for the conduct of one or more ▇▇▇▇▇▇▇▇ CMC DM1 Activities, DM Collaboration Activities under Section 2.10, or Advanced Manufacturing Services under Section 2.10(h), provided that ▇▇▇▇▇▇▇▇ shall include Millennium in any discussions with any Third Party CMO and shall follow Millennium’s instructions with respect to any decision pertaining to ▇▇▇▇▇▇▇▇’▇ arrangement with such Third Party CMO. Notwithstanding the foregoing, the requirements of this Section 2.10(i) will not apply to any existing agreements entered into prior to the Amendment No. 3 Effective Date by and between (i) ▇▇▇▇▇▇▇▇ and KBI Biopharma, Inc. or (ii) ▇▇▇▇▇▇▇▇ on the one hand and [***] on the other hand, provided that ▇▇▇▇▇▇▇▇ shall include Millennium in any discussions with such Third Party CMOs to the extent such discussions concern ▇▇▇▇▇▇▇▇ CMC DM1 Activities, DM Collaboration Activities under Section 2.10 or Advanced Manufacturing Services under Section 2.10(h), in each case for which Millennium will be reimbursing the costs thereof hereunder. For clarity, any and all payments by ▇▇▇▇▇▇▇▇ to Third Party CMOs shall, to the extent they otherwise qualify as ▇▇▇▇▇▇▇▇ CMC DM1 Activities or Advanced Manufacturing Services under Section 2.10(h), be eligible for reimbursement by Millennium pursuant to this Section 2.10.

Development Plan. Neither the CMC DM1 Activities nor any DM Collaboration Activities shall be deemed a part of any Development Plan.”

Section 3.1(a). Section 3.1(a) of the Agreement is hereby amended by deleting the “and” at the end of subsection (x), replacing the “.” at the end of subsection (xi) with “;” and adding the following subsections (xii) through (xvi) thereto:

monitoring progress under the CMC DM1 Improvement Plan and discussing and recommending as applicable amendments thereto, including with respect to capacity;

monitoring progress of the Manufacturing of Development Molecules used in the Development Program, including discussing any potential supply issues, interruptions, the outcome of any Regulatory Authority inspection of Manufacturing facilities used by or on behalf of ▇▇▇▇▇▇▇▇, and any remedial actions required, if applicable, as a result of such inspection;

monitoring the CMC development plan activities for all Development Molecules;

monitoring the Know-How transfer of Manufacturing technology to Millennium in the event Millennium delivers an Exercise Notice to ▇▇▇▇▇▇▇▇ for DM1 in anticipation of any DM License Agreement for DM1; and

reviewing and recommending specifications for Development Molecules.”

Section 4.1(c). The first four lines of Section 4.1(c) of the Agreement is hereby deleted and replaced with the following:

The amount of the upfront fee (the “License Fee”) to be paid by Millennium for the exclusive license to the applicable Molecule will be as follows:

DM1 – [***], less the Non-Refundable [***] paid by Millennium to ▇▇▇▇▇▇▇▇ in accordance with Section 5.1(e)

DM2 – [***]”

Section 5.1(e). Section 5.1 of the Agreement is hereby amended by adding the following subsection (e) thereto:

Non-Refundable [***]. Within [***] of having received an invoice therefor from ▇▇▇▇▇▇▇▇, which invoice ▇▇▇▇▇▇▇▇ shall submit to Millennium promptly after the Amendment No. 3 Effective Date, Millennium shall pay to ▇▇▇▇▇▇▇▇ the sum of Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000) as a nonrefundable [***] in respect of DM1 set forth in the first bullet point of Section 4.1(c) (the “Non-Refundable [***]”).”

Section 5.3(g). Section 5.3 of the Agreement is hereby amended by adding the following subsection (g) thereto:

First Dose Expansion Cohort and Second Dose Expansion Cohort. The Parties acknowledge and agree that, as of the Amendment No. 3 Effective Date, the Protocol includes a first dose expansion cohort in humans (the “First Dose Expansion Cohort”), which will be conducted by ▇▇▇▇▇▇▇▇ in accordance with the study plan (the “First Dose Expansion Cohort Plan”) that is hereby incorporated into the Development Plan and attached hereto as Schedule M. The Parties acknowledge and agree that, as of the Amendment No. 3 Effective Date, the Protocol includes a second dose expansion cohort in humans (the “Second Dose Expansion Cohort”), which will be conducted by ▇▇▇▇▇▇▇▇ in accordance with the study plan (the “Second Dose Expansion Cohort Plan”) that is hereby incorporated into the Development Plan and attached hereto as Schedule N, subject to the reimbursement provisions related to the Second Dose Expansion Cohort Costs and the Dose Expansion Cohort CTM Costs, as set forth under Section 5.3(h).

Section 5.3(h). Section 5.3 of the Agreement is hereby amended by adding the following subsection (h) thereto:

Second Dose Expansion Cohort Costs and First Dose Expansion Cohort CTM Costs. Subject to the remainder of this Section 5.3(h), (i) Millennium will reimburse ▇▇▇▇▇▇▇▇ for all actual and documented out-of-pocket expenses incurred by ▇▇▇▇▇▇▇▇ and its Affiliates in the performance of the Second Dose Expansion Cohort (“Second Dose Expansion Cohort Costs”), provided Millennium will have no obligation to reimburse any Second Dose Expansion Cohort Costs that exceed US$3,195,000; and (ii) Millennium will bear fifty percent (50%) and ▇▇▇▇▇▇▇▇ will bear fifty percent (50%) of all actual and documented out-of-pocket expenses incurred by ▇▇▇▇▇▇▇▇ and its Affiliates to provide the tangible clinical trial materials for the First Dose Expansion Cohort and the Second Dose Expansion Cohort (“Dose Expansion Cohort CTM Costs”), provided that Millennium’s fifty percent (50%) share of the Dose Expansion Cohort CTM Costs shall not exceed US$4,000,000. For clarity, in the event the Second Dose Expansion Cohort Costs exceed US$3,195,000 or the Dose Expansion Cohort CTM Costs exceed US$[***], the Parties agree to discuss such excess Costs [***] as well as each Party’s responsibility for such excess Costs; provided, however, that ▇▇▇▇▇▇▇▇ will have no obligation to incur Second Dose Expansion Cohort Costs in excess of US$3,195,000 or Dose Expansion Cohort CTM Costs in excess of US$4,000,000 under this Agreement unless Millennium agrees to reimburse such excess costs. Millennium will be responsible for such Second Dose Expansion Cohort Costs and for fifty percent (50%) of the Dose Expansion Cohort CTM Costs regardless of whether Millennium exercises the DM Exclusive Option with respect to DM1 as of the time such Costs were incurred, provided, notwithstanding anything to the contrary contained herein, if ▇▇▇▇▇▇▇▇ enters into a licensing, collaboration, or asset transfer transaction for the Exploitation of DM1 with any party other than Millennium or its Affiliates (a “Subsequent Transaction”) at any time on or before the date that is the [***] of the conclusion of the [***] for the final subject enrolled in the Second Dose Expansion Cohort, ▇▇▇▇▇▇▇▇ shall (i) be solely responsible for any Second Dose Expansion Cohort Costs incurred on or after ▇▇▇▇▇▇▇▇ enters into such Subsequent Transaction, and (ii) reimburse Millennium for all Second Dose Expansion Cohort Costs incurred by ▇▇▇▇▇▇▇▇ and reimbursed by Millennium to ▇▇▇▇▇▇▇▇ after the date Millennium informs ▇▇▇▇▇▇▇▇ in writing of its decision not to exercise the DM Exclusive License in respect of DM1. ▇▇▇▇▇▇▇▇ shall provide Millennium with written notice of any such Subsequent Transaction within [***] following execution or the closing date, as applicable, of such Subsequent Transaction.

Section 5.3(i). Section 5.3 of the Agreement is hereby amended by adding the following subsection (i) thereto:

DM2 Supplementary Dose Expansion Cohort. During the Development Term in respect of DM2, Millennium may by written notice to ▇▇▇▇▇▇▇▇ request ▇▇▇▇▇▇▇▇ (each such written request, a “DM2 Supplementary Notice”) [***] to Manufacture (or have Manufactured) materials sufficient to conduct, and will conduct, any dose expansion cohort study in humans for purposes [***] (each, a “DM2 Supplementary Dose Expansion Cohort”); provided, however, ▇▇▇▇▇▇▇▇ may decline to conduct any such

Section 6.1(b)(iii), (iv) and (v). Section 6.1(b) of the Agreement is hereby further amended by amending subsections (iii), (iv) and (v) and replacing it with subsections (iii), (iv) and (v) below, respectively:

Section 6.2. Section 6.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Millennium hereby grants to ▇▇▇▇▇▇▇▇ and its Affiliates a non-exclusive, royalty-free, fully paid-up, worldwide license, with the right to sublicense, to and under the Millennium Technology IP for the limited purpose of allowing ▇▇▇▇▇▇▇▇ and its Affiliates to conduct Development activities pursuant to this Agreement and the Development Plan.”

Section 6.3. Subsections 6.3 (a) – (e) of the Agreement are hereby deleted in their entirety and replaced with the following:

During the Term, ▇▇▇▇▇▇▇▇ will have the right and final authority, but not the obligation, to prepare, file, prosecute, maintain and control Patent Rights covering ▇▇▇▇▇▇▇▇ IP, with patent counsel of its choice and at ▇▇▇▇▇▇▇▇’▇ sole cost, including initiating interferences, re-examinations, reissues, oppositions, revocation actions and the like, and gaining patent term adjustments or restorations, supplemental protection certificates or their equivalents, and patent term extensions with respect thereto (“Patent Prosecution”); provided, however, that with respect to Development Molecule IP, Combination IP (including Millennium Combination IP) and CMC Collaboration IP (in the case of Millennium Combination IP and CMC Collaboration IP only where, following Section 6.3(c), the Parties have agreed that ▇▇▇▇▇▇▇▇ will control prosecution of Millennium Combination IP or CMC Collaboration IP), ▇▇▇▇▇▇▇▇ will retain outside counsel that is acceptable to Millennium.

▇▇▇▇▇▇▇▇ will keep Millennium informed, through the JPC, of all material matters with regard to the Patent Prosecution of the Patent Rights within the Development Molecule IP, Combination IP (including Millennium Combination IP) and CMC Collaboration IP (only where, following Section 6.3(c), the Parties have agreed that ▇▇▇▇▇▇▇▇ will control prosecution of Millennium Combination IP and CMC Collaboration IP), as applicable, including by using [***] to provide Millennium with prior written notice a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantial narrowing, cancellation or abandonment of any claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claim(s) in any country for which the JPC has recommended pursing patent protection for such claim), so that Millennium has a reasonable opportunity to review and comment. ▇▇▇▇▇▇▇▇ will consider any such comments received from Millennium in good faith. Similarly, to the extent, following Section 6.3(c), the Parties have agreed that Millennium will control prosecution of Millennium Combination IP or CMC Collaboration IP, Millennium will keep ▇▇▇▇▇▇▇▇ informed, through the JPC, of all material matters with regard to the Patent Prosecution of the Millennium Combination IP or CMC Collaboration IP, as applicable, including by using [***] to provide ▇▇▇▇▇▇▇▇ with prior written notice a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing, so that ▇▇▇▇▇▇▇▇ has a reasonable opportunity to review and comment. Millennium will consider any such comments received from ▇▇▇▇▇▇▇▇ [***].

Unless the Parties otherwise agree in writing, on a Molecule-by-Molecule basis, prior to exercise by Millennium of the DM Exclusive Option for the Molecule pursuant to Section 4.1, the Parties will not prepare, file, or prosecute Patent Rights Covering any Millennium Combination IP or CMC Collaboration IP. For clarity, should the Parties agree to prepare, file, or prosecute Patent Rights Covering any Millennium Combination IP or

Within [***] following the Effective Date, the Parties will establish a Joint Patent Committee (“Joint Patent Committee” or “JPC”) which will be responsible for keeping each Party reasonably informed of all inventions arising under the Development Program, sharing material information and coordinating strategy for the Patent Prosecution of Patent Rights of ARC Technology IP, Development Molecule IP, Selected Molecule IP, Combination IP and CMC Collaboration IP.

The JPC will be comprised of [***] of representatives of each Party, with each Party having at least [***] representative on the JPC at all times. JPC members will have expertise appropriate for the function and purpose of the JPC. Each Party may replace its representative(s) on the JPC from time to time in its discretion with prior written notice to the other Party. ▇▇▇▇▇▇▇▇ will select one of the ▇▇▇▇▇▇▇▇ representatives of the JPC to be responsible for coordinating meetings of the JPC and preparing an agenda for each meeting (the “JPC Chair”).

The JPC will have no decision-making authority. It will serve only as a forum for the Parties to discuss and collaborate with respect to Patent Prosecution matters applicable to the Development Molecules, Selected Molecules, Combinations and Patent Rights under the CMC Collaboration IP, including: overseeing and coordinating the activities of the mutually acceptable outside counsel; facilitating the Parties’ discussions regarding which claims of the ▇▇▇▇▇▇▇▇ IP existing as of the Effective Date fall within the ARC Technology IP, which claims fall within the Development Molecule IP, which claims fall within the Selected Molecule IP, and which claims fall within the Combination IP (including Millennium Combination IP), and which claims fall within the CMC Collaboration IP (and keeping a written record of such discussions) and filing continuations and/or divisional applications as necessary to segregate the claims into separate Patent Rights Covering each category, to the extent possible; discussing new patent filing strategy, and claims strategy with the goal of continuing to segregate Patent Rights Covering Development Molecule IP, Selected Molecule IP, Combination IP, CMC Collaboration IP and ARC Technology IP, respectively, to the extent possible; and coordinating with each other to reasonably avoid creating potential issues in Patent Prosecution of patent applications. The JPC will be dissolved upon expiration of the Development Period (and in the event the Parties enter into a DM License Agreement and/or SM License Agreement, the relevant functions of the JPC will be conducted by the joint patent committee created pursuant to such agreement(s)).

To the extent ▇▇▇▇▇▇▇▇ desires to include any unpublished Know-How pertaining to a Development Molecule, a Selected Molecule, a Combination or CMC Collaboration IP in a patent application Covering ARC Technology IP, or submit any unpublished Know-How pertaining to a Development Molecule, a Selected Molecule, a Combination or CMC Collaboration IP to a patent office in furtherance of Prosecution of ARC Technology IP, ▇▇▇▇▇▇▇▇ will inform Millennium no less than [***] in advance of the intended filing or submission date and provide Millennium with an opportunity to review and comment on such filing or submission. ▇▇▇▇▇▇▇▇ will consider Millennium’s comments in good faith. ▇▇▇▇▇▇▇▇ agrees that, without the prior written consent of Millennium, neither ▇▇▇▇▇▇▇▇ nor any of its Affiliates will disclose any unpublished Know-How solely pertaining to Selected Molecule IP, Development Molecule IP, Combination IP or CMC Collaboration IP in any patent application Covering ARC Technology IP, or Prosecution thereof, in a manner that would reasonably be expected to prejudice the ability to patent any Know-How Covering Development Molecule IP, Selected Molecule IP, Combination IP or CMC Collaboration IP.”

Section 6.4. Section 6.4 of the Agreement is deleted in its entirety and replaced with the following:

Section 8.5(c)(i). Section 8.5(c)(i) of the Agreement is hereby deleted in its entirety and replaced with the following:

Section 8.6. Section 8.6 of the Agreement is hereby amended by deleting the last sentence thereof in its entirety and replacing with the following:

Amendments to the DM License Agreement. Section 1.1 and Article 3 of the DM License Agreement is hereby amended as further provided in Exhibit 1 to this Amendment.

Schedule K. Exhibit 2 to this Amendment is hereby added as Schedule K to the Agreement.

Schedule L. Exhibit 3 to this Amendment is hereby added as Schedule L to the Agreement.

Schedule M. Exhibit 4 to this Amendment is hereby added as Schedule M to the Agreement.

Schedule N. Exhibit 5 to this Amendment is hereby added as Schedule N to the Agreement.

Mutual Representation of Authority; Consents. Each Party represents and warrants to the other that:

it is duly incorporated and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

it has full right, corporate power and authority to enter into this Amendment and to perform its obligations under this Amendment;

this Amendment has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable in accordance with the terms hereof, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the rights of creditors generally and rules of law and equity governing specific performance, injunctive relief and other equitable remedies;

the execution, delivery and performance of this Amendment by such Party has been duly authorized by all necessary corporate action of such Party and does not and will not during the Term: violate any Applicable Law; conflict with or constitute a breach or default under any agreement, instrument or understanding, oral or written, to which it or any of its Affiliates is a party or by which it or such Affiliates may be bound; or conflict with or violate such Party’s corporate charter or bylaws;

no consents, approvals or authorizations under Applicable Law or from Third Parties (including Governmental Entities) are required to be obtained in connection with the execution, delivery and performance of this Amendment; and

each Party’s (and each Party’s Affiliates’) employees and consultants have assigned, or will assign, to such Party all of their right, title, and interest in any Intellectual Property arising from activities conducted under this Amendment.

Continuing Effect of Agreement. Except as otherwise expressly modified by this Amendment, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which shall continue to be in full force and effect (including, without limitation, Section 4.1(e) thereof).

Counterparts. This Amendment may be executed in counterparts, each of which counterparts, when so executed and delivered, will be deemed to be an original, and all of which counterparts, taken together, will constitute one and the same instrument. For purposes of execution, a copy of this Amendment or any amendment hereto will be deemed an original (including a printed copy of a PDF file delivered via email (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or a facsimile transmitted telephonically via a fax machine).

Governing Law. This Amendment and all questions regarding the existence, validity, interpretation, breach or performance of this Amendment, will be governed by, and construed and enforced in accordance with, the laws of the State of New York, U.S., without reference to its conflicts of law principles.

Jurisdiction and Venue. Each Party irrevocably consents to the exclusive jurisdiction and venue in any federal court of the U.S. located in the Southern District of New York (or, if any such court of the U.S. located in the Southern District of New York declines to accept jurisdiction over a particular matter, any state court located in New York, NY) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, and agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each Party waives and covenants not to assert or plead any objection that such Party might otherwise have to such jurisdiction, venue or process.

Effectiveness. This Amendment shall be effective upon execution by Millennium and ▇▇▇▇▇▇▇▇.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇