Kinex Uses in DEFINITIONS Clause

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

Definitions from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of June 1, 2015 (the Effective Date) by and between KINEX POLYMED HONG KONG LTD, a company existing under the laws of Hong Kong, having its principal office at 18th Floor, Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong (the Company), and WILLIAM ZUO, PhD an individual residing at ### # ##### ##, #######, ## ##### (Executive).

Definitions. Affiliate shall mean any of the following: (a) any affiliate as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (b) any individual or entity who directly or indirectly controls, is controlled by or is under common control with the specified individual or entity, and (c) any pair of entities or an individual and an entity in which one of the two parties (in such pair) owns, directly or indirectly, at least twenty percent (20%) of the outstanding equity interests of the other party. Cause shall have the meaning as set forth in Section 4 of this Agreement. Change in Control shall mean (i) any merger, reorganization, or consolidation transaction or series of transactions, whether or not Kinex is the surviving or continuing corporation in such transaction; provided that such transaction or series of related transactions shall not be a Change in Control if the holders of the equity interests in Kinex immediately prior to such transaction or transactions will, immediately after such transaction or transactions (by virtue of securities issued as consideration for the transaction or otherwise) hold at least fifty percent (50%) of the voting power of the surviving, continuing or purchasing entity; or (B) any sale, lease or other disposition of all or substantially all of the assets (tangible or intangible) of Kinex; or (C) any transfer, or series of related transfers, of at least 50% of the outstanding equity interests of Kinex, other than to Affiliates of Kinex and/or the existing stockholders. Competitive Business shall mean any business or enterprise engaged in or contemplated to be engaged in the manufacturing of active pharmaceutical ingredients. Crime of Moral Turpitude shall mean a crime involving conduct that shocks the public conscience as being inherently base, vile, or depraved, contrary to the rules of morality and the duties owed between man and man, either ones fellow man or society in general. The person committing it should have had either an evil intent or been acting recklessly. EXECUTION VERSION Confidential Information includes, but is not limited to, proprietary information, Intellectual Property, technical data, and trade secrets concerning or consisting of research, development, manufacturing and production of pharmaceutical products and/or medical devices, product plans, products, services, customer proposals and contracts, customer lists and customers (including, but not limited to, customers of the Company or any of the Companys Affiliates on whom Executive called or with whom Executive became acquainted during the course of employment), requirements and contact information of customers and suppliers, customer leads, data, markets, software, programs, source codes and object codes, developments, inventions, processes, designs, product designs, drawing, engineering, hardware configuration information, formulas, formulations, prototypes, products, compositions, manuals, research, studies, equipment, machines, blueprints, specifications, discoveries, concepts, patent applications, technology, licenses, trade secrets, know-how, techniques, original works of authorship and any other information of a similar nature, whether or not patentable or copyrightable, documents or data stamped Confidential, marketing plans, this Agreement, any document related to the Acquisition, finances or other business information or strategies disclosed to Executive, either directly or indirectly, in writing, by drawings or by observation; provided, that Confidential Information shall not include information that: (a) is generally known to the public prior to disclosure, or after disclosure becomes generally known to the public through no act or failure to act on the part of the Executive; or (b) is rightfully furnished to the Executive by a Person without breaching any agreement, understanding or confidential relationship between such Person and the Company. Good Reason shall mean, without Executives consent, the occurrence of one of the following: (i) a material diminution of the Executive Duties or change in Executives position or compensation or change or removal of both titles specified in Section 2; (ii) the Executives principal place of work is relocated by the Company or any acquiring or successor entity (or parent or subsidiary thereof) to a location more than one hundred (100) miles from the Companys present location in Clarence, New York; (iii) the Companys material breach of any provision of this Agreement; or (iv) resignation by the Executive after an act by the Sole Director or the Kinex (organization) values">Board of Directors of Kinex that would constitute a breach of the Companys or Kinexs code of ethics, if any, or fiduciary duties, a crime or material fraud; provided, however, Executives termination pursuant to Section 4.a.ii. shall not be for Good Reason unless Executive shall have given written notice to the Company within ninety (90) days after any event which has resulted in any such material d

Definitions from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of June 1, 2015 (the Effective Date) by and between KINEX POLYMED HONG KONG LTD, a company existing under the laws of Hong Kong, having its principal office at 18th Floor, Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong (the Company), and WILLIAM ZUO, PhD an individual residing at 20B E Shady Ln, Houston, TX 77063 (Executive).

Definitions. Affiliate shall mean any of the following: (a) any affiliate as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended, (b) any individual or entity who directly or indirectly controls, is controlled by or is under common control with the specified individual or entity, and (c) any pair of entities or an individual and an entity in which one of the two parties (in such pair) owns, directly or indirectly, at least twenty percent (20%) of the outstanding equity interests of the other party. Cause shall have the meaning as set forth in Section 4 of this Agreement. Change in Control shall mean (i) any merger, reorganization, or consolidation transaction or series of transactions, whether or not Kinex is the surviving or continuing corporation in such transaction; provided that such transaction or series of related transactions shall not be a Change in Control if the holders of the equity interests in Kinex immediately prior to such transaction or transactions will, immediately after such transaction or transactions (by virtue of securities issued as consideration for the transaction or otherwise) hold at least fifty percent (50%) of the voting power of the surviving, continuing or purchasing entity; or (B) any sale, lease or other disposition of all or substantially all of the assets (tangible or intangible) of Kinex; or (C) any transfer, or series of related transfers, of at least 50% of the outstanding equity interests of Kinex, other than to Affiliates of Kinex and/or the existing stockholders. Competitive Business shall mean any business or enterprise engaged in or contemplated to be engaged in the manufacturing of active pharmaceutical ingredients. Crime of Moral Turpitude shall mean a crime involving conduct that shocks the public conscience as being inherently base, vile, or depraved, contrary to the rules of morality and the duties owed between man and man, either ones fellow man or society in general. The person committing it should have had either an evil intent or been acting recklessly. EXECUTION VERSION Confidential Information includes, but is not limited to, proprietary information, Intellectual Property, technical data, and trade secrets concerning or consisting of research, development, manufacturing and production of pharmaceutical products and/or medical devices, product plans, products, services, customer proposals and contracts, customer lists and customers (including, but not limited to, customers of the Company or any of the Companys Affiliates on whom Executive called or with whom Executive became acquainted during the course of employment), requirements and contact information of customers and suppliers, customer leads, data, markets, software, programs, source codes and object codes, developments, inventions, processes, designs, product designs, drawing, engineering, hardware configuration information, formulas, formulations, prototypes, products, compositions, manuals, research, studies, equipment, machines, blueprints, specifications, discoveries, concepts, patent applications, technology, licenses, trade secrets, know-how, techniques, original works of authorship and any other information of a similar nature, whether or not patentable or copyrightable, documents or data stamped Confidential, marketing plans, this Agreement, any document related to the Acquisition, finances or other business information or strategies disclosed to Executive, either directly or indirectly, in writing, by drawings or by observation; provided, that Confidential Information shall not include information that: (a) is generally known to the public prior to disclosure, or after disclosure becomes generally known to the public through no act or failure to act on the part of the Executive; or (b) is rightfully furnished to the Executive by a Person without breaching any agreement, understanding or confidential relationship between such Person and the Company. Good Reason shall mean, without Executives consent, the occurrence of one of the following: (i) a material diminution of the Executive Duties or change in Executives position or compensation or change or removal of both titles specified in Section 2; (ii) the Executives principal place of work is relocated by the Company or any acquiring or successor entity (or parent or subsidiary thereof) to a location more than one hundred (100) miles from the Companys present location in Clarence, New York; (iii) the Companys material breach of any provision of this Agreement; or (iv) resignation by the Executive after an act by the Sole Director or the Kinex (organization) values">Board of Directors of Kinex that would constitute a breach of the Companys or Kinexs code of ethics, if any, or fiduciary duties, a crime or material fraud; provided, however, Executives termination pursuant to Section 4.a.ii. shall not be for Good Reason unless Executive shall have given written notice to the Company within ninety (90) days after any event which has resulted in any such material d

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

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 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