Effective Date Uses in Definitions Clause

Definitions from License Agreement

This LICENSE AGREEMENT (this Agreement), dated as of [], 2017 (the Effective Date), is entered into by and between Cellectis S.A., a corporation existing and registered under the laws of France, located at 8 rue de la Croix Jarry, 75013 Paris, France (Cellectis), and Calyxt, Inc., a corporation existing and registered under the laws of Delaware, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA (Calyxt) (each a Party and collectively, the Parties).

Definitions. (a) For purposes of this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person, whether now or in the future. For purposes of this definition, (i) control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings and (ii) neither Cellectis nor any of its Subsidiaries shall be considered to be an Affiliate of Calyxt or any of its Subsidiaries (and vice versa). Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Bare Sublicense Revenue means any and all consideration, payments and revenue received by Calyxt pursuant to any sublicense of the Calyxt License and/or TALEN Mark License granted by Calyxt (e.g., license fees, distribution fees, milestone and similar payments), but excluding any payments in respect of Net Sales of Calyxt Licensed Products to the extent that such Net Sales are subject to Section 4.01(a). Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in Paris, France are authorized or required by Applicable Law to close. Calyxt Field means the field of researching, developing and commercializing seeds and food ingredients (excluding animal-derived ingredients) for agricultural, feed and food applications. Calyxt Improvement Patents means any Patents owned or controlled by Calyxt or any of its Affiliates Covering any Calyxt Improvements. Calyxt Licensed Products means any product or service Covered by any of the Licensed Cellectis Patents. Confidential Information means any and all non-public, proprietary or other confidential information disclosed by a Party (disclosing party) to the other Party (receiving party) and includes all information licensed hereunder without the need for any further notice or marking, excluding any information that: (i) the receiving party independently develops without reference to the disclosed information; (ii) the receiving party independently receives on a non-confidential and authorized basis from a source other than the disclosing party; (iii) becomes public knowledge through no fault of the receiving party; or (iv) is in the public domain at the time the receiving party receives the disclosed information. Cover means, with respect to any product or service and any Intellectual Property Right, that the manufacture, use, offer for sale, sale, distribution, importation, development or other commercialization of such product or service would, but for any ownership of or license under such Intellectual Property Right, constitute an infringement, misappropriation or other violation of any of such Intellectual Property Right. Covered and Covering have correlative meanings. Exclusively Licensed Cellectis Patents means any and all Licensed Cellectis Patents other than the I-CreI Patents. Governmental Authority means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof. I-CreI Patents means any and all Licensed Cellectis Patents that are related to the making, use, transfer or commercialization (including the leasing, sale, exportation and importation) of a modified or mutated I-CreI homing endonuclease that is a homodimer, heterodimer or single chain endonuclease. Improvement means any and all improvements, modifications, enhancements or derivatives of any Intellectual Property Rights. Intellectual Property Rights means any and all intellectual property rights or similar proprietary rights throughout the world, including all (i) national and multinational statutory invention registrations and similar statutory rights, patents and patent applications, including all provisionals, non-provisionals, divisionals, continuations, continuations-in-part, reissues, renewals, reexaminations, extensions, supplemental protection certificates and the equivalents of any of the foregoing in any jurisdiction, and all inventions disclosed in any of the foregoing (Patents); (ii) trademarks, service marks, certification marks, logos, trade names, trade dress, domain names and other indications of origin, including all registrations and applications for registration of, and all goodwill associated with, any of the foregoin

Definitions from License Agreement

This LICENSE AGREEMENT (this Agreement), dated as of [], 2017 (the Effective Date), is entered into by and between Cellectis S.A., a corporation existing and registered under the laws of France, located at 8 rue de la Croix Jarry, 75013 Paris, France (Cellectis), and Calyxt, Inc., a corporation existing and registered under the laws of Delaware, located at 600 County Road D West, Suite 8, New Brighton, MN 55112, USA (Calyxt) (each a Party and collectively, the Parties).

Definitions. (a) For purposes of this Agreement, the following terms shall have the following meanings: Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person, whether now or in the future. For purposes of this definition, (i) control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings and (ii) neither Cellectis nor any of its Subsidiaries shall be considered to be an Affiliate of Calyxt or any of its Subsidiaries (and vice versa). Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Bare Sublicense Revenue means any and all consideration, payments and revenue received by Calyxt pursuant to any sublicense of the Calyxt License and/or TALEN Mark License granted by Calyxt (e.g., license fees, distribution fees, milestone and similar payments), but excluding any payments in respect of Net Sales of Calyxt Licensed Products to the extent that such Net Sales are subject to Section 4.01(a). Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in Paris, France are authorized or required by Applicable Law to close. Calyxt Field means the field of researching, developing and commercializing seeds and food ingredients (excluding animal-derived ingredients) for agricultural, feed and food applications. Calyxt Improvement Patents means any Patents owned or controlled by Calyxt or any of its Affiliates Covering any Calyxt Improvements. Calyxt Licensed Products means any product or service Covered by any of the Licensed Cellectis Patents. Confidential Information means any and all non-public, proprietary or other confidential information disclosed by a Party (disclosing party) to the other Party (receiving party) and includes all information licensed hereunder without the need for any further notice or marking, excluding any information that: (i) the receiving party independently develops without reference to the disclosed information; (ii) the receiving party independently receives on a non-confidential and authorized basis from a source other than the disclosing party; (iii) becomes public knowledge through no fault of the receiving party; or (iv) is in the public domain at the time the receiving party receives the disclosed information. Cover means, with respect to any product or service and any Intellectual Property Right, that the manufacture, use, offer for sale, sale, distribution, importation, development or other commercialization of such product or service would, but for any ownership of or license under such Intellectual Property Right, constitute an infringement, misappropriation or other violation of any of such Intellectual Property Right. Covered and Covering have correlative meanings. Exclusively Licensed Cellectis Patents means any and all Licensed Cellectis Patents other than the I-CreI Patents. Governmental Authority means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof. I-CreI Patents means any and all Licensed Cellectis Patents that are related to the making, use, transfer or commercialization (including the leasing, sale, exportation and importation) of a modified or mutated I-CreI homing endonuclease that is a homodimer, heterodimer or single chain endonuclease. Improvement means any and all improvements, modifications, enhancements or derivatives of any Intellectual Property Rights. Intellectual Property Rights means any and all intellectual property rights or similar proprietary rights throughout the world, including all (i) national and multinational statutory invention registrations and similar statutory rights, patents and patent applications, including all provisionals, non-provisionals, divisionals, continuations, continuations-in-part, reissues, renewals, reexaminations, extensions, supplemental protection certificates and the equivalents of any of the foregoing in any jurisdiction, and all inventions disclosed in any of the foregoing (Patents); (ii) trademarks, service marks, certification marks, logos, trade names, trade dress, domain names and other indications of origin, including all registrations and applications for registration of, and all goodwill associated with, any of the foregoin

Definitions from Unit Agreement

Definitions. Capitalized terms used herein without definitions shall have the meanings given to those terms in the Plan. In addition, as used herein: Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date. Cause means, if not otherwise defined in the Employees Service Agreement, if any, the Employees: (i) conviction of, or plea of guilty or nolo contendere to, a felony, (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties (other than such failure resulting from the Employees incapacity due to physical or mental illness) that the Employee fails to remedy within 30 days after written notice is delivered by the Company to the Employee that specifically identifies in reasonable detail the manner in which the Company believes the Employee has not used reasonable efforts to perform in all material respects his duties hereunder, or (iii) willful misconduct (including, but not limited to, a willful breach of the provisions of any agreement with the Company with respect to confidentiality, ownership of documents, non-competition or non-solicitation) that is materially economically injurious to the Company or its affiliates. For purposes of this paragraph, no act, or failure to act, by the Employee will be considered willful unless committed in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company. Common Share Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value of one share of common stock of such company over the 30 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Share Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one Share. Common Units means Common Partnership Units issued by the Partnership. Continuous Service means the continuous service to the Employer, without interruption or termination, in any capacity of employee, or, with the written consent of the Committee, consultant. Continuous Service shall not be considered interrupted in the case of: (a) any approved leave of absence; (b) transfers among the Employers, or any successor, in any capacity of employee, or with the written consent of the Committee, as a member of the Board or a consultant; or (c) any change in status as long as the individual remains in the service of the Employer in any capacity of employee or (if the Committee specifically agrees in writing that the Continuous Service is not uninterrupted) as a member of the Board or a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. Disability means, if not otherwise defined in the Employees Service Agreement, if any, if, as a result of the Employees incapacity due to physical or mental illness, the Employee shall have been substantially unable to perform his duties for a continuous period of 180 days, and within 30 days after written notice of termination is given after such 180-day period, the Employee shall not have returned to the substantial performance of his duties on a full-time basis, the employment of the Employee is terminated by the Company. Distribution Participation Date shall have the meaning set forth in the Partnership Agreement and in Section 6(b) hereof. Effective Date means [the Grant Date]. Employer means either the Company, the Partnership or any of their Subsidiaries that employ the Employee. Fair Market Value of a security means, as of any given date, the closing sale price reported for such security on the principal stock exchange or, if applicable, any other national exchange on which the security is traded or admitted to trading on such date on which a sale was reported. If there are no market quotations for such date, the determination shall be made by reference to the last day preceding such date for which there are market quotations. Good Reason means, if not otherwise defined in the Employees Service Agreement, if any, (a) a reduction by the Company in the Employees base salary, (b) a material diminution in the Employees position, authority, duties or responsibilities, (c) a relocation of the Employees location of employment to a location outside of the Washington D.C. metropolitan area, or (d) the Companys material breach of the Agreement, provided, in each case, that the Employee terminates employment within 90 days

DEFINITIONS from License Agreement

This Agreement is made as of August 15, 2005, by and between Astellas Pharma Inc., a company organized and existing under the laws of Japan and having its principal office at 3*11, Nihonbasbi-Honcho 2-chome, Chuo-ku, Tokyo 103-8411, Japan (Licensor) and AkaRx Corp., a company organized and existing under the laws of Delaware and having its principal office at Mack Centre IV, 4th Floor, 61 S. Paramus Road, Paramus, NJ 07652 (Licensee).

DEFINITIONS. In this Agreement, the following terms when capitalized shall have the respective meanings set forth below and the singular shall include the plural and vice versa. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Affiliate shall mean any Person controlling, controlled by or under common control with the Person as to which such status is in question. For purposes of this definition, the term control means direct or indirect ownership of more than fifty percent (50%) of the voting stock or other voting interest of a Person or the possession of the power to direct the management and policies of a Person. Business Day shall mean a day on which commercial banks in New York City, New York, United States of America are open for business. Calendar Quarter shall mean, for each Calendar Year, each of the three month periods ending on March 31, June 30, September 30 and December 31; provided, however, that the first Calendar Quarter for the first Calendar Year shall extend from the Effective Date to the end of the next calendar quarter following the calendar quarter in which the Effective Date occurs. Calendar Year shall mean, for the first Calendar Year, the period commencing on the Effective Date and ending on December 31 of the calendar year during which the Effective Date occurs, and each successive period beginning on January l and ending twelve (12) consecutive calendar months later on December 31. cGMP shall mean the applicable then-current Good Manufacturing Practices guidelines and regulations, respectively, of the US Food and Drug Administration, or their equivalent outside the United States. cGMP Compound shall have the meaning set forth in Section 10.01. Compound shall mean [***] together with all other compounds covered by the Licensor Patents. Condition Precedent shall have the meaning set forth in Section 2.01. Confidential Information shall mean all information, data, technology and know-how disclosed by one Party to the other Party for the purposes of this Agreement whether orally, electronically, visually or in writing which (a) is marked confidential or with any similar marking or legend or is otherwise identified as confidential, (b) if orally, electronically or visually disclosed is further reduced to summary written form [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. describing such information, data, technology and know-how and is delivered to the receiving Party within thirty (30) days after disclosure, referencing the place and date of such oral, visual, electronic or written disclosure and the names of the persons to whom such disclosure was made, or (c) is Confidential Information provided under the MOU. Control or Controlled shall mean the legal authority or right of a Party to grant a license or sublicense of intellectual property rights to another Party. Date Of Launch shall mean, with respect to a particular country in the Territory, the date on which Licensee or its Affiliate or sublicensee first sells or distributes the Product for its intended use to a Third Party following Regulatory Approval to engage in commercial sales in such country. EEA shall mean the European Economic Area, currently comprising the 25 Member States of the European Union, as well as Norway, Iceland and Liechtenstein, as the same is constituted from time to time. Effective Date shall mean the date on which the Condition Precedent is satisfied in accordance with Section 2.01. Knowledge of Licensor shall mean the knowledge of the employees of Licensor holding managerial position in its intellectual property department, only to the extent that such knowledge is actually known to them. Licensor Information shall mean Licensor Know-How and any and all information, data, technology, documents and other materials related to the Compound and/or the Product owned or Controlled by Licensor as of the Effective Date and which is needed by or useful to Licensee in order for Licensee to perform its obligations or to exploit its rights under this Agreement. Licensor Know-How shall mean any and all scientific, medical, technical and/or regulatory information relating to the Compound and/or the Product which is in the possession of or available to Licensor or any of its Affiliate as of the Effective Date and which is needed by or useful to Licensee in order for Licensee to perform its obligations or to exploit its rights under this Agreement. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Licensor Patent(s) shall mean the patent applications or patents identified in Appendix A

Definitions from Incentive Plan

This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Share Units, Performance Units, Cash-Based Awards, and Other Stock-Based Awards.

Definitions. Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.2.1"Affiliate" shall mean (a) in the case of an ISO, a "parent corporation" or a "subsidiary corporation" of the Company, as those terms are defined in Code Sections 424(e) and (f), respectively; and (b) in all other cases, any other entity regardless of its form (including, but not limited to, a partnership or a limited liability company) that directly or indirectly controls, is controlled by or is under common control with, the Company within the meaning of Code Section 414(b), as modified by Code Section 409A.2.2"Annual Award Limit" or "Annual Award Limits" have the meaning set forth in Section 4.3 (Shares Subject to this Plan and Award Limitations/Annual Award Limits).2.3"Award" means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Share Units, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan. At the Committee's discretion, an Award may be granted as a Qualified Performance-Based Award.2.4"Award Agreement" means either (a) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (b) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.2.5"ASC" means the Accounting Standards Codification.2.6"Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.2.7"Board" or "Board of Directors" means the Board of Directors of the Company.2.8"Cash-Based Award" means an Award, denominated in cash, granted to a Participant as described in Article 11 (Cash-Based Awards and Other Stock-Based Awards).2.9"Cause" means the term set forth in a written agreement between a Participant and the Company or any applicable Award Agreement, but if there is no such agreement or no such definition, Cause means a finding by the Committee that the Participant (a) has breached his or her employment or service contract with the Company or an Affiliate, (b) has engaged in disloyalty to the Company or an Affiliate, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (c) has disclosed trade secrets or confidential information of the Company or an Affiliate to persons not entitled to receive such information, (d) has breached any written non-competition, non-solicitation, invention assignment or confidentiality agreement between the Participant and the Company or an Affiliate, (e) has failed to comply with the Company's Code of Ethics and Business Conduct, or (f) has engaged in such other behavior determined in the reasonable discretion of the Committee to be materially detrimental to the interests of the Company or an Affiliate.2.10"Change in Control" means any one or more of the following events: (a)Any person or group (as defined for purposes of Section 13(d) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of 25 percent or more of the outstanding equity securities of the Company entitled to vote for the election of directors;(b)A majority of the members of the Board of Directors then in office is replaced within any period of two years or less by directors not nominated and approved by a majority of the directors in office at the beginning of such period (or their successors so nominated and approved), or a majority of the Board of Directors at any date consists of persons not so nominated and approved; or(c)The consummation of a merger or consolidation with another entity or the sale or other disposition of all or substantially all of the Company's assets (including, without limitation, a plan of liquidation), which has been approved by shareholders of the Company.Provided, however, the other provisions of this Section 2.10 (Definitions/Change in Control) notwithstanding, the term "Change in Control" shall not mean any merger, consolidation, reorganization, or other transaction in which the Company exchanges or offers to exchange newly-issued or treasury Shares representing 25 percent or more, but less than 50 percent, of the outstanding equity securities of the Company entitled to vote for the election of directors, for 51 percent or more of the outstanding equity securities entitled to vote for the el

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made and entered into as of December 16, 2011 (Effective Date), by and between KINEX PHARMACEUTICALS, LLC, a limited liability company organized and existing under the laws of the State of New York and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, United States (Kinex) and HANMI PHARMACEUTICAL LTD., a publicly traded company existing under the laws of South Korea and having its principal office at 45 Hanmi Tower, BangYee-Dong SongPa-Gu, Seoul, 138-724 South Korea (Hanmi).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. 1.2 Affiliate means with respect to a Party: (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. 1.3 Agreement Term has the meaning set forth in Section 8.1. 1.4 Breaching Party has the meaning set forth in Section 8.2(c). *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a, Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, that (i) the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the first Calendar Year, the period commencing on the Effective Date and ending on December 31, 2011, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 C.F.R. means the United States Code of Federal Regulations. 1.9 cGMP means current Good Manufacturing Practice. 1.10 Claims has the meaning set forth in Section 9.2. 1.11 Clinical Studies means any clinical studies of a Licensed Product conducted on humans. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or pre-launch activities. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential. 1.14 Completion means, with respect to any clinical study, the completion of treatment for the necessary number of patients required by the applicable protocol and completion of the statistical analysis of the study data. 1.15 Compound(s) means any and all pump inhibiting compounds discovered or developed in the Orascovery Program, including HM30181A (a P-Glycoprotein inhibitor) as diagrammed on Schedule 1.1 attached hereto, and any pharmaceutically acceptable salts, hydrates, solvates, amides, prodrugs, metabolites, and esters of the foregoing, or mixtures or combinations of any such compounds. 1.16 Control means possession of the ability to grant the rights and licenses as provided for herein without violating the terms of any agreement or arrangement with any Third Party. 1.17 Copyright means the rights granted to an author or creator of an original work fixed in any tangible medium of expression, including without limitation, books, literary works, computer prog

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made and entered into as of April, 2011 (Effective Date), by and between KINEX PHARMACEUTICALS, LLC, a limited liability company organized and existing under the laws of the State of New York and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, United States (Kinex) and HANMI PHARMACEUTICAL LTD., a publicly traded company existing under the laws of South Korea and having its principal office at 45 Hanmi Tower BangYee-Dong SongPa-Gu, Seoul, 138-724 South Korea (Hanmi).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. 1.2 Affiliate means with respect to a Party: (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof 1.3 Agreement Term has the meaning set forth in Section 8.1(a). *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.4 Breaching Party has the meaning set forth in Section 8.2(b). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a, Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, that (i) the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the first Calendar Year, the period commencing on the Effective Date and ending on December 31, 2011, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 C.F.R. means the United States Code of Federal Regulations. 1.9 cGMP means current Good Manufacturing Practice. 1.10 Claims has the meaning set forth in Section 9.2. 1.11 Clinical Studies means any clinical studies of a Licensed Product conducted on humans. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or pre-launch activities. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential, and for this Agreement with respect to Regulatory Approval and First Commercial Sale, filing an application for Regulatory Approval in all countries in the Territory within thirty six (36) months of the first Regulatory Approval in the Territory and achieving First Commercial Sale of the Licensed Product in each country in the Territory within six (6) months from the date the Regulatory Approval is obtained and the price for the Licensed Product is obtained in accordance with regulatory requirement in such country in the Territory; provided, however, Kinex shall grant an extension on the foregoing timelines at the reasonable request of Hanmi. 1.14 Completion means, with respect to any clinical study, the completion of treatment for the necessary number of patients required by the applicable protocol and completion of the statistical analysis of the study data. 1.15 Compound means the Src/tubulin inhibitor, KX-01 (also known as KX2-391), as diagrammed on Schedule 1

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made as of April 25, 2013, (Effective Date), by and between KINEX PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, USA (Kinex) and ZENRX LIMITED, a corporation existing under the laws of New Zealand and having its principal office at 156 Frederick Street, PO Box 1777, Dunedin 9054, New Zealand (ZenRx).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.2 Affiliate means with respect to a Party (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. 1.3 Agreement Term has the meaning set forth in Section 8.1(a). 1.4 Breaching Party has the meaning set forth in Section 8.2(b). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, (i) that the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the year of execution of this Agreement, the period commencing on the Effective Date and ending on December 31, 2013, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 CFR means the United States Code of Federal Regulations. 1.9 cGMP means current good manufacturing practices. 1.10 Claims has the meaning set forth in Section 9.2. 1.11 Clinical Study(ies) means any clinical study of a Licensed Product conducted on humans. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or pre-launch activities. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential; and for this Agreement, with respect to Regulatory Approval and First Commercial Sale of Licensed Product, means (i) Completion by ZenRx of one or more Clinical Study(ies) in New Zealand with a minimum of eighty *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (80) patients (and projected to be up to one hundred twenty (120) patients for Clinical Studies for both Oraxol and Oratecan) within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), (ii) filing of an application for Regulatory Approval in New Zealand within four (4) years after the approval of the study plan approved by the Steering Committee (Clause 3.2), and filing of an application for Regulatory Approval in Australia within 12 months of receiving the US or EU application dossier, (iii) achieving First Comme

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made and entered into as of June 28, 2013 (Effective Date), by and among KINEX THERAPEUTICS (HK) LIMITED, a corporation organized and existing under the laws of Hong Kong and having its principal office at 11/F, AXA Centre, 151 Gloucester Road, Hong Kong (Kinex), HANMI PHARMACEUTICAL CO., LTD., a publicly traded company existing under the laws of South Korea and having its principal office at 14,Wiryeseong-daero,Songpa-gu, Seoul, 138-724 South Korea (Hanmi) and KINEX PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, United States, previously known as Kinex Pharmaceuticals, LLC (Kinex US).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the Drug Administration Law of the Peoples Republic of China, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. 1.2 Affiliate(s) means with respect to a Party: (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. 1.3 Agreement Term has the meaning set forth in Section 8.1. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.4 Breaching Party has the meaning set forth in Section 8.2(c). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a, Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, that (i) the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the first Calendar Year, the period commencing on the Effective Date and ending on December 31, 2013, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 cGMP means current Good Manufacturing Practice. 1.9 Claims has the meaning set forth in Section 9.2. 1.10 Clinical Studies means any clinical studies of a Licensed Product conducted on humans. 1.11 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or pre-launch activities. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.12 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential. 1.13 Completion means, with respect to any clinical study, the completion of treatment for the necessary number of patients required by the applicable protocol and completion of the statistical analysis of the study data. 1.14 Compound(s) means any and all pump inhibiting compounds discovered or developed in the Orascovery Program, including HM30181A (a P-Glycoprotein inhibitor) as diagrammed on Schedule 1.1 attached hereto, and any pharmaceutically acceptable salts, hydrates, solvates, amides, prodrugs, metabolites, and esters of the foregoing, or mixtures or combinations of any such compounds. 1.15 Control means possession of the ability to grant the rights and licenses as provided for herein without violating the terms of any agreement or arrangement with any Third Party. 1.16 Copyright means the rights granted to an author or creator of an original work fixed in any tangible medium of expression, including without limitation, books, literary works, computer programs, and pictorial, graphic, dramatic and sculptured wo

DEFINITIONS from License Agreement

THIS LICENSE AGREEMENT (this Agreement) is made as of May 6th, 2012, by and between KINEX PHARMACEUTICALS, LLC, a limited liability company organized and existing under the laws of the State of Delaware USA and having its principal office at 701 Ellicott Street, Buffalo, New York 14203, USA (Kinex) and GUANGZHOU XIANGXUE NEW DRUG DISCOVERY AND DEVELOPMENT COMPANY LIMITED, a Chinese company existing under the laws of China and having its principal office at 2 Jinfengyuan Road, Guangzhou, CHINA 510663 (XPH).

DEFINITIONS. Unless specifically set forth to the contrary herein, the following terms, whether used in the singular or plural, shall have the respective meanings set forth below: 1.1 Act means the United States Food, Drug, and Cosmetic Act of 1938, as amended, and the rules and regulations promulgated thereunder, or any successor act, as the same shall be in effect from time to time. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.2 Affiliate means with respect to a Party (a) any corporation or business entity of which more than fifty percent (50%) of the securities or other ownership interests representing the equity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by a Party; (b) any corporation or business entity which, directly or indirectly, owns, controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of a Party; (c) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (b) controls or holds more than fifty percent (50%) (or the maximum ownership interest permitted by law) of the securities or other ownership interests representing the equity, voting stock or general partnership interest of such corporation or entity; or (d) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, more than fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof 1.3 Agreement Term has the meaning set forth in Section 9.1(a). 1.4 Breaching Party has the meaning set forth in Section 9.2(b). 1.5 Business Day means any calendar day, except that if an activity to be performed or an event to occur falls on a Saturday, Sunday or a day which is recognized as a national holiday in the place of performance of an applicable activity or occurrence of an applicable event, then the activity may be performed or the event may occur on the next day that is not a Saturday, Sunday or nationally recognized holiday. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.6 Calendar Quarter means for each Calendar Year, each of the three (3) month periods ending on March 31, June 30, September 30 and December 31; provided, however, that (i) the first Calendar Quarter of any period specified under this Agreement shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (ii) the last Calendar Quarter shall end upon the expiration or termination of this Agreement. 1.7 Calendar Year means, for the first Calendar Year, the period commencing on the Effective Date and ending on December 31, 2012, and for each year thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31. 1.8 CFR means the United States Code of Federal Regulations. 1.9 cGMP means current good manufacturing practices. 1.10 Claims has the meaning set forth in Section 10.2. 1.11 Clinical Studies means any clinical studies of a Licensed Product conducted on humans. 1.12 Commercialize or Commercialization means promotion, marketing, sale, supply, manufacture, import, export and distribution of Licensed Products, including any educational or prelaunch activities. 1.13 Commercially Reasonable Efforts means exerting such efforts and employing such resources as would normally be exerted or employed by a Party for its other drug candidates and pharmaceutical products of a comparable stage of development and commercial potential and this includes all the milestones described in Article 4. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 1.14 Completion means, with respect to any Clinical Study, the completion of treatment for the necessary number of patients required by the applicable protocol and completion of the statistical analysis of the study data. 1.15 Compound means KX-02 (also known as KX2- 361) that cannot be developed, manufactured, used, sold, offered for sale, or imported without infringing one or more valid claims of the Intellectual Property related to the Compound and the Licensed Product, as diagrammed on Schedule 1.1 attached hereto, and any pharmaceutically acceptable salts, hydrates, solvates, and prodrugs of the foregoing, or mixtures thereof. 1.16 Control means possession of the ability to grant the rights and licenses as provided for here