Regulatory Approval Uses in DEFINITIONS Clause

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 (organization) values">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 (organization) values">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 Collaboration and License Agreement

This DEVELOPMENT COLLABORATION AND LICENSE AGREEMENT (together with the exhibits hereto, this Agreement) is entered into on this 27th day of May, 2016 (the Effective Date), by and between NESTEC S.A., with a place of business at Avenue Nestle 55, 1800 Vevey, Switzerland (NESTEC) and DBV TECHNOLOGIES, S.A., with a place of business at 177-181 avenue Pierre Brossolette 92120 Montrouge France (DBV). NESTEC and DBV may each be referred to herein individually as a Party and collectively as the Parties.

DEFINITIONS. The following terms as used in this Agreement shall have the meanings set forth in this ARTICLE I: 1.1 Acquirer means, any Third Party (together with its Affiliates but excluding DBV and DBVs Affiliates) that after the Effective Date either (a) acquires the control (within the meaning of article L.233-3 of the French Code de commerce) of DBV, or (b) acquires all or substantially all of DBVs assets or business going concern, in each (a) or (b) cases by any means whatsoever, securities purchase, merger, consolidation, contribution, spin off, sale of assets or business going concern, or transfer to a trust (fiducie). 1.2 Affiliate means, with respect to a particular Person, any other Person that directly or indirectly is controlled by, controls or is under common control with such Person as defined in article L. 233-3 of the French Code de commerce. 1.3 Anti-Bribery Laws means the US Foreign Corrupt Practices Act, as amended (15 U.S.C. SSSS 78dd-1, et. seq.), the United Kingdom Bribery Act 2010 and all other similar laws throughout the Territories for prevention of providing inducements to government officials to obtain or retain business or gain an improper advantage. 1.4 Biosimilar/Generic Product means a diagnostic test for CMPA which (i) is identical or highly similar to the Licensed Product known as a reference product, and has no clinically meaningful differences in terms of safety and effectiveness from the reference product, (ii) is registered and commercialized by a Third Party without any license or right by NESTEC, its Affiliates or Sublicensees, and (iii) is approved for use pursuant to a regulatory approval process governing approval of generic, interchangeable or biosimilar biologics based on the then-current standards for regulatory approval, whether or not such regulatory approval was based upon clinical data generated by the Parties pursuant to this Agreement or was obtained using an abbreviated, expedited or other process. 1.5 Business Day means a day other than Saturday, Sunday or other day on which commercial banks in Paris, France and in Vevey, Switzerland, are generally closed. 1.6 Calendar Quarter means the successive periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31, for so long as this Agreement is in effect. 1.7 Calendar Year means any year beginning on January 1 and ending on December 31 of such year. 1.8 Clinical Trial means a clinical study conducted on certain numbers of human subjects (depending on the phase of the trial) that is designed to (a) establish that a product for the diagnosis of human diseases and conditions is reasonably safe for continued testing, (b) investigate the safety and efficacy of the product for its intended use, and to define warnings, precautions and adverse reactions that may be associated with the product in the dosage range to be prescribed, and/or (c) support Regulatory Approval of such product or label expansion of such product, in accordance with 21 CFR Part 56, 21 CFR Part 50 and 21 CFR Part 812 and the equivalent requirements of a Regulatory Authority outside of the United States. 1.9 CMC or Chemistry and Manufacturing Control means pharmaceutical development covering all chemistry, manufacturing and controls activities, including manufacturing process scale up (including without limitation, registration batches/process validation, engineering studies qualification and validation, process validation, characterization and stability, scale and technology transfer to contract manufacturing organizations), analytical methods, qualification and validation activities, quality assurance/quality control development. [***] = CONFIDENTIAL TREATMENT REQUESTED 1.10 CMP means the following cows milk proteins: [***]. 1.11 CMPA means cows milk protein allergy. 1.12 Commercialization means all activities related to the commercial exploitation of products for the diagnosis of human diseases and conditions, including importation, exportation, marketing, promotion, distribution, pre-launch, launch, sale, and offering for sale of such products, but excluding Manufacturing and Development activities, as well as any Clinical Trials. When used as a verb, Commercialize or Commercializing means to engage in Commercialization. 1.13 Commercialization Plan has the meaning set forth in Section 6.2.1. 1.14 Commercially Reasonable Efforts means: 1.14.1 with respect to the obligations of a Party under this Agreement relating to Development or Commercialization activities, the level of efforts and expenditure of resources required to carry out such obligation in a sustained manner consistent with the efforts and resources such Party typically devotes to a product of similar market potential, resulting from its own research efforts or development and commercialization collaborations for which it is responsible, at a similar stage in its development or product life, and using commercially reasonable financial resources and ma

DEFINITIONS from Agreement

THIS CO-DEVELOPMENT AND CO-COMMERCIALISATION AGREEMENT ("Agreement") is made and entered into on December 16, 2016 ("Effective Date") BETWEEN

DEFINITIONS. Capitalized terms used in this Agreement, whether used in the singular or plural, shall have the meanings set forth below or elsewhere herein, unless otherwise specifically indicated herein.Accounting Standard means, either (a) International Financial Reporting Standards ("IFRS") or (b) US generally accepted accounting principles ("GAAP"), in either case, which standards or principles (as applicable) are currently used at the applicable time, and as consistently applied, by the applicable Party;Adaptimmune Background IP means Background IP Controlled by Adaptimmune or its Affiliates;Adaptimmune Candidate means any Candidate (including the Joint Selected Candidate) directed to the Adaptimmune Target;Adaptimmune Foreground IP means any Foreground IP Controlled by Adaptimmune or its Affiliates, and as defined further in Article 12;132265684 v23 Page 3Adaptimmune Licensed Know-How means, as Controlled by Adaptimmune or its Affiliates as of the Effective Date or during the Term, any Intellectual Property Rights specific to any Selected Target, Therapy or Candidate or otherwise necessary for the performance of any Co-Development Plan or for performing any manufacturing or commercialisation activities for such Therapy or Candidate, but in all cases excluding any Patents;Acquiring Third Party means a Third Party (including in each case any entity which directly or indirectly controls, is controlled by, or is under common control with such Third Party) which, as at the date of the Change of Control, controls or owns [...***...].Adaptimmune Licensed Patents means any Patents Controlled by Adaptimmune or its Affiliates as of the Effective Date or during the Term and which either (a) Cover a Therapy or Joint Selected Candidate or Selected Target, or a method related to use thereof; or (b) which would, in the absence of the licences under this Agreement, be infringed by the performance of the Co-Development Plan or manufacture or commercialisation of any Therapy or Candidate;Adaptimmune Reserved Activities is defined in Clause 5.6;Adaptimmune Target means the Initial Target or the Target jointly agreed between the Parties to be the Adaptimmune Target for the purposes of development of Adaptimmune Candidates under the Co-Development Phase and as designated in accordance with Clause 4.1.1;Adaptimmune Technology shall have the meaning given in Exhibit 4A;Adaptimmune Therapy has the meaning provided for in Exhibit 3;Additional HLA Candidates means, on a Selected Target-by-Selected Target basis, a Candidate directed to an epitope derived from such Selected Target presented by a different HLA Type than the HLA Type used to develop the Joint Selected Candidate directed to such Selected Target;Affiliate means any Person that, directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with a Party. For purposes of this Clause, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting stock or other voting interests or interest in the profits of the Party;Agreed FTE Rates means the rates set out in Exhibit 2 as amended by the Parties from time to time.***Confidential Treatment Requested 132265684 v23 Page 4Agreement means this Co-Development and Pre-Commercialisation Agreement;Alliance Manager means the individual appointed by each Party as the principal point of contact for communication between the Parties under this Agreement;Applicable Laws means all applicable international, multi-national, national, regional, state, provincial and local laws, rules, regulations, ordinances, declarations, requirements, directives, guidance, policies and guidelines which are in force during the Term and in any jurisdiction in which any Clinical Trial or other activity under this Agreement is performed or in which any Therapy is manufactured, sold or supplied to the extent in each case applicable to any Party to this Agreement, including, as applicable to activities hereunder, the regulations and regulatory guidance promulgated by the FDA, the Consolidated Guidance E6 on Good Clinical Practice adopted by the International Conference on Harmonisation of Technical Requirements for Registration of Pharmaceuticals for Human Use, as ratified by the FDA, the Clinical Trials Directive (Directive 2001/20/EC of 4th April 2001) and the Data Protection Directive (Directive 95/46/EC of 24th October 1995) and the respective implementing legislation, the conditions and requirements imposed by the related ethics committee and any of the foregoing which relate to ethical business conduct, the import or export of goods, technical data or other items, and data protection and privacy rules, as any of the foregoing may be amended from time to time;Background IP means all Intellectual Property Rights Controlled by either Party as of the Effective Date or during the Term, but excluding the Foreground IP;Bellicum Background IP means Background IP Controlled by Bellicum or i

Definitions from Sublicense Agreement

THIS DISTRIBUTION AND SUBLICENSE AGREEMENT (this Agreement), dated as of February 1, 2016 (the Effective Date), by and between BRAEBURN PHARMACEUTICALS, INC., a corporation formed under the laws of Delaware (Braeburn), and KNIGHT THERAPEUTICS INC., a corporation incorporated under the laws of Canada (Knight).

Definitions. The following terms as used hereinafter in this Agreement shall have the meaning set forth in this Section: Accounting Standards means, with respect to Knight, IFRS, and with respect to Braeburn, US GAAP, in each case, as generally and consistently applied by such Party. Each Party shall promptly notify the other in the event that it changes the Accounting Standards pursuant to which its records are maintained, it being understood that each CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Party may only use internationally recognized accounting principles (e.g., IFRS or US GAAP) in general use for public company accounting and reporting in Canada, with respect to Knight, or the United States, with respect to Braeburn. Adverse Experience means adverse drug experiences, as defined by 21 CFR Section 314.80 or any comparable law in the Territory, including any noxious and unintended response to a drug which occurs at doses normally used or tested for the diagnosis, treatment, or prevention of a disease or the modification of an organic function and any untoward medical occurrence in a patient or clinical investigation subject administered a pharmaceutical product and which does not necessarily have to have a causal relationship with the treatment. Affiliate of a Party means (i) any corporation or business entity of which at least 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; (ii) any corporation or business entity which, directly or indirectly, owns, controls or holds at least 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; (iii) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (ii) controls or holds at least 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 (iv) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, at least fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. Notwithstanding the foregoing, Apple Tree Partners IV, L.P., ATP III, G.P., and their portfolio companies, other than Braeburn and its subsidiaries, shall not be deemed to be Affiliates of Braeburn under this Agreement unless and until this Agreement, the Sublicensed Product, any Subsequent Indication or any ROFN Product or any rights or obligations related hereto or thereto are assigned, transferred or conveyed to any of them. Agreement has the meaning set forth in the initial paragraph of this Agreement. Applicable Laws means any law, regulation, rule, guidance, order, judgment or decree having the force of law applicable to the Parties and their activities under this Agreement. Audit Disagreement has the meaning set forth in Section 6.5(a)(ii). Braeburn has the meaning set forth in the initial paragraph of this Agreement. Braeburn Indemnified Party has the meaning set forth in Section 9.6. Braeburn Know-How means all unpatented information and Data that are as of the Effective Date or become during the Term Controlled by Braeburn, including CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. discoveries, Improvements, processes, formulas, inventions, Know-How and trade secrets, to the extent necessary or useful for the development, manufacture, and/or Commercialization of a Sublicensed Product. Braeburn Know-How does not include any Patent Rights. Braeburn Know-How also includes all marketing authorizations and marketing approvals granted by Regulatory Authorities (e.g., approved NDAs, FNDs and related applications and other forms of marketing authorization) to and Controlled by Braeburn for the marketing of Sublicensed Products. Such marketing authorizations and marketing approvals shall be deemed embodiments of Data and Braeburn Know-How. Braeburn Marks means the marks owned or licensed by Braeburn set forth in Schedule A and any other

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 (organization) values">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 (organization) values">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 Sublicense Agreement

THIS DISTRIBUTION AND SUBLICENSE AGREEMENT (this Agreement), dated as of February 1, 2016 (the Effective Date), by and between BRAEBURN PHARMACEUTICALS, INC., a corporation formed under the laws of Delaware (Braeburn), and KNIGHT THERAPEUTICS INC., a corporation incorporated under the laws of Canada (Knight).

Definitions. The following terms as used hereinafter in this Agreement shall have the meaning set forth in this Section: Accounting Standards means, with respect to Knight, IFRS, and with respect to Braeburn, US GAAP, in each case, as generally and consistently applied by such Party. Each Party shall promptly notify the other in the event that it changes the Accounting Standards pursuant to which its records are maintained, it being understood that each CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Party may only use internationally recognized accounting principles (e.g., IFRS or US GAAP) in general use for public company accounting and reporting in Canada, with respect to Knight, or the United States, with respect to Braeburn. Adverse Experience means adverse drug experiences, as defined by 21 CFR Section 314.80 or any comparable law in the Territory, including any noxious and unintended response to a drug which occurs at doses normally used or tested for the diagnosis, treatment, or prevention of a disease or the modification of an organic function and any untoward medical occurrence in a patient or clinical investigation subject administered a pharmaceutical product and which does not necessarily have to have a causal relationship with the treatment. Affiliate of a Party means (i) any corporation or business entity of which at least 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; (ii) any corporation or business entity which, directly or indirectly, owns, controls or holds at least 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; (iii) any corporation or business entity of which, directly or indirectly, an entity described in the immediately preceding subsection (ii) controls or holds at least 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 (iv) any corporation or business entity of which a Party has the right to acquire, directly or indirectly, at least fifty percent (50%) of the securities or other ownership interests representing the equity, voting stock or general partnership interest thereof. Notwithstanding the foregoing, Apple Tree Partners IV, L.P., ATP III, G.P., and their portfolio companies, other than Braeburn and its subsidiaries, shall not be deemed to be Affiliates of Braeburn under this Agreement unless and until this Agreement, the Sublicensed Product, any Subsequent Indication or any ROFN Product or any rights or obligations related hereto or thereto are assigned, transferred or conveyed to any of them. Agreement has the meaning set forth in the initial paragraph of this Agreement. Applicable Laws means any law, regulation, rule, guidance, order, judgment or decree having the force of law applicable to the Parties and their activities under this Agreement. Audit Disagreement has the meaning set forth in Section 6.5(a)(ii). Braeburn has the meaning set forth in the initial paragraph of this Agreement. Braeburn Indemnified Party has the meaning set forth in Section 9.6. Braeburn Know-How means all unpatented information and Data that are as of the Effective Date or become during the Term Controlled by Braeburn, including CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. discoveries, Improvements, processes, formulas, inventions, Know-How and trade secrets, to the extent necessary or useful for the development, manufacture, and/or Commercialization of a Sublicensed Product. Braeburn Know-How does not include any Patent Rights. Braeburn Know-How also includes all marketing authorizations and marketing approvals granted by Regulatory Authorities (e.g., approved NDAs, FNDs and related applications and other forms of marketing authorization) to and Controlled by Braeburn for the marketing of Sublicensed Products. Such marketing authorizations and marketing approvals shall be deemed embodiments of Data and Braeburn Know-How. Braeburn Marks means the marks owned or licensed by Braeburn set forth in Schedule A and any other