Exhibit 10.1

SUBLEASE AGREEMENT

This Sublease Agreement (“Sublease”) is made as of the 10th day of October, 2014, by and between Pathway Genomics Corporation , a Delaware corporation (“Sublandlord”), and Fabrus, Inc. , a wholly-owned subsidiary of Senesco Technologies, Inc., a Delaware corporation (“Subtenant”).

RECITALS

This Sublease is made with regard to the following facts:

A.            Sublandlord is the assignee tenant under the Lease dated December 1, 2003, as amended by the Assignment and First Amendment to Lease Agreement dated November 1, 2008, the Second Amendment to Lease dated April 14, 2011, and as further amended or assigned (collectively the “Master Lease”) with Alexandria Real Estate Equities as the successor landlord (the “Master Landlord”). A copy of that Master Lease (including amendments) is attached to this Sublease and marked as Exhibit A . Under the Master Lease, Sublandlord leases a one-story building containing approximately 10,571 square feet of Rentable Area (as defined in the Master Lease) of office and laboratory space located at 4045 Sorrento Valley Blvd., San Diego, California 92121 (the “Premises”).

B.            Subtenant desires to sublease from Sublandlord the entire Premises, which Premises is more particularly described in Exhibit B attached to this Sublease. Sublandlord has agreed to sublease the Premises to Subtenant on the terms, covenants and conditions stated in this Sublease.

C.            Capitalized terms used herein which are not expressly defined in this Sublease shall have the meanings given in the Master Lease.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Sublease, and for valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:

1.           Sublease . Sublandlord subleases to Subtenant and Subtenant subleases from Sublandlord the Premises, subject to the terms, covenants, and conditions contained in this Sublease. Sublandlord and Subtenant agree that the Premises contain 10,571 square feet of Rentable Area.

2.           Term and Possession .

2.1            Term . Subject to the condition set forth in Section 13.6 below, the terms and provisions of this Sublease shall be effective between Sublandlord and Subtenant as of the date of this Sublease. The term of this Sublease will commence on October 10, 2014 , and will expire, unless sooner terminated as provided in the Master Lease, on October 31, 2016 . In no event shall the expiration date of the Sublease exceed the Term Expiration Date of the Master Lease.

2.2            Possession . Sublandlord will deliver possession of the Premises to Subtenant no later than the date set forth in Section 2.1 above. Sublandlord may allow Subtenant early possession of the Premises conditioned upon the Premises being available for such possession prior to the commencement date set forth in Section 2.1. Any grant of early possession only conveys a non-exclusive right to occupy the Premises. If Subtenant totally or partially occupies the Premises prior to the commencement date, the obligation to pay Basic Rent shall be abated for the period of such early possession. All other terms of this Sublease (including but not limited to the obligations to pay Additional Rent and obtain insurance) shall, however, be in effect during such period. Any such early possession shall not affect the expiration date of the term hereof. Sublandlord shall not be required to tender possession of the Premises to Subtenant until Subtenant complies with its obligation to provide evidence of insurance. Pending delivery of such evidence, Subtenant shall be required to perform all of its obligations under this Sublease from and after the date set forth in Section 2.1, including the payment of Basic Rent and Additional Rent, notwithstanding Sublandlord's election to withhold possession pending receipt of such evidence of insurance. Further, if Subtenant is required by this Sublease to perform any other conditions prior to or concurrent with the commencement date, the commencement date shall occur but Sublandlord may elect to withhold possession until such conditions are satisfied.

3.           Basic Rent . Subtenant will pay Basic Rent during the term of this Sublease in the initial amount of $22,728.00 per month, payable monthly in advance on the first day of each month. Basic Rent will be abated to the amount of $0.00 for months two (2) through six (6) of the term; however, Additional Rent shall not be abated. The monthly Basic Rent will be increased by 3% on each anniversary of the commencement date stated in Section 2.1 above. Furthermore, in the event that the term of this Sublease begins or ends on a date that is not the first day of a month, Basic Rent will be prorated as of that date. Concurrent with Subtenant’s execution of this Sublease, Subtenant will deliver to Sublandlord the following:

The Security Deposit will be held by Sublandlord under the terms of Section 5.8 of the Master Lease.

4.           Additional Rent . Subtenant acknowledges that pursuant to the terms of the Master Lease, Sublandlord is obligated to pay as Additional Rent a share of Operating Expenses and other amounts due to the Master Landlord by Sublandlord pursuant to the Master Lease. Subtenant agrees that in addition to the Basic Rent due under Section 3 above, Subtenant shall pay to Sublandlord as Additional Rent 100% of all amounts of Additional Rent Sublandlord is obligated to pay Master Landlord pursuant to the Master Lease other than Additional Rent payable under the Master Lease that arises from Sublandlord's Default under the Master Lease or any other failure by Sublandlord to comply with the agreements, terms, covenants and conditions of the Master Lease. Subtenant shall pay such Additional Rent to Sublandlord at least five days prior to the date Sublandlord must pay such Additional Rent to Master Landlord pursuant to the terms of the Master Lease. Subtenant’s obligation to pay Additional Rent hereunder shall be subject to adjustment as provided in the Master Lease.

5.           Use . Subtenant agrees to use the Premises in accordance with the provisions of the Master Lease and this Sublease, and for no other purpose.

6.           Master Lease . Subject to Section 7.1 below, as applied to this Sublease, the words “Landlord” and “Tenant” in the Master Lease will be deemed to refer to Sublandlord and Subtenant, respectively, under this Sublease.

Except as otherwise expressly provided in Section 8 of this Sublease, the covenants, agreements, provisions, and conditions of the Master Lease are made a part of, and incorporated into, this Sublease as if recited in full in this Sublease.

Subject to Section 7.1 below, the rights and obligations of the “Landlord” and the “Tenant” under the Master Lease will be deemed the rights and obligations of Sublandlord and Subtenant, respectively, under this Sublease, and will inure to the benefit of, and be binding on, Sublandlord and Subtenant, respectively. As between the parties to this Sublease only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease will control, except to the extent that adherence to a conflicting provision of this Sublease would (a) constitute a breach of the Master Lease, (b) require Sublandlord to take some action, provide a benefit, or refrain from taking action in violation of, or not provided by, the Master Lease, or (c) that would result in Subtenant paying to Sublandlord less than 100% of all Additional Rent Sublandlord is required to pay to Master Landlord under the Master Lease.

7.           Performance by Sublandlord; Status of Master Lease .

7.1.           Sublandlord’s Performance Conditioned on Master Landlord’s Performance . Subtenant recognizes that Sublandlord is not in a position to render any of the services or to perform any of the obligations required of Master Landlord by the terms of the Master Lease. Therefore, despite anything to the contrary in this Sublease and the Master Lease, Subtenant agrees that performance by Sublandlord of its obligations under this Sublease is conditioned on performance by the Master Landlord of its corresponding obligations under the Master Lease, and Sublandlord will not be liable to Subtenant for any default of the Master Landlord under the Master Lease.

Subtenant will not have any claim against Sublandlord based on the Master Landlord’s failure or refusal to comply with any of the provisions of the Master Lease unless that failure or refusal is a result of Sublandlord’s act or failure to act. Despite the Master Landlord’s failure or refusal to comply with any of those provisions of the Master Lease, this Sublease will remain in full force and effect and Subtenant will pay the Basic Rent and Additional Rent and all other charges provided for in this Sublease without any abatement, deduction or setoff. Except as expressly provided in this Sublease, Subtenant agrees to be subject to, and bound by, all of the covenants, agreements, terms, provisions, and conditions of the Master Lease, as though Subtenant was the Tenant under the Master Lease.

7.2.           Obtaining Master Landlord’s Consent . Whenever the consent of the Master Landlord is required under the Master Lease, and whenever the Master Landlord fails to perform its obligations under the Master Lease, Sublandlord agrees to use its reasonable, good faith efforts to obtain, at Subtenant’s sole cost and expense, that consent or performance on behalf of Subtenant.

7.3.           No Existing Defaults . Sublandlord represents and warrants to Subtenant that the Master Lease is in full force and effect, and Sublandlord has neither given nor received a notice of default under the Master Lease.

7.4.           Preservation of Master Lease . Sublandlord agrees not to terminate the Master Lease voluntarily, or modify the Master Lease in a manner that adversely affects Subtenant’s rights under this Sublease. Subtenant and Sublandlord will each refrain from any act or omission that would result in the failure or breach of any of the covenants, provisions, or conditions of the Master Lease on the part of the Tenant under the Master Lease.

8.           Variations From Master Lease . As between Sublandlord and Subtenant, the terms and conditions of the Master Lease are modified as stated below in this Section 8:

8.1.           Basic Rent; Term; Security Deposit . Despite anything to the contrary stated in the Master Lease, the term of this Sublease, Basic Rent payable under this Sublease, and the amount of the Security Deposit required of the Subtenant are as stated in Sections 2 and 3 above.

8.2.           Brokers . The parties to this Sublease warrant to each other that neither party dealt with any broker or finder in connection with the consummation of this Sublease other than Cassidy Turley and Cushman & Wakefield (“Brokers”) and each party agrees to protect, defend, indemnify and hold the other party harmless from and against any and all claims or liabilities for brokerage commissions or finder’s fees arising out of that party’s acts in connection with this Sublease to anyone other than Brokers. The provisions of this Section 8.2 will survive the expiration or earlier termination of this Sublease. A commission of 6.5% of the total Basic Rent payable for the original term of this Sublease will be paid to Brokers (2.5% to Cassidy Turley and 4.0% to Cushman & Wakefield) by Sublandlord 50% upon execution and delivery of this Sublease and all required monetary amounts by both parties and 50% upon Subtenant taking possession of the Premises.

8.3.           Insurance and Condemnation Proceeds . Subtenant will comply with all insurance requirements set forth in the Master Lease, and shall provide Sublandlord evidence of such insurance prior to taking possession of the Premises. Additionally, and despite anything contained in the Master Lease to the contrary, as between Sublandlord and Subtenant only, in the event of damage to or condemnation of the Premises, all insurance proceeds or condemnation awards received by Sublandlord under the Master Lease will be deemed to be the property of Sublandlord, and Sublandlord will have no obligation to rebuild or restore the Premises.

8.4.           Notices . Any notice that may or must be given by either party under this Sublease will be delivered (i) personally, (ii) by certified mail, return receipt requested, or (iii) by a nationally recognized overnight courier, addressed to the party to whom it is intended. Any notice given to Sublandlord or Subtenant shall be sent to the respective address set forth on the signature page below, or to such other address as that party may designate for service of notice by a notice given in accordance with the provisions of this Section 8.4. A notice sent pursuant to the terms of this Section 8.4 shall be deemed delivered (A) upon receipt, if delivered personally, (B) three (3) business days after deposit into the United States mail, or (C) the day following deposit with a nationally recognized overnight courier.

8.5.           Amounts Payable . All amounts payable under this Sublease by Subtenant are payable directly to Sublandlord.

8.6.           Condition of Premises; Furniture and Equipment; Disability Access; Energy Use Disclosure .

8.6.1.           “As-Is.” Sublandlord will deliver the Premises to Subtenant in its current “as is” condition without any representations or warranties by Sublandlord as to condition, suitability, zoning, or compliance with building or disability access codes. Subtenant acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Sublandlord and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with applicable building codes and disability access laws such as the Americans with Disabilities Act), and their suitability for Subtenant's intended use, (c) Subtenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) Subtenant is not relying on any representation as to the size of the Premises made by Brokers or Sublandlord, (e) the square footage of the Premises was not material to Subtenant's decision to sublease the Premises and pay the rent stated herein, and (f) neither Sublandlord, Sublandlord's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Sublease.

8.6.2.           Furniture and Equipment . Sublandlord and Subtenant agree that the Premises contain the furniture and equipment listed on Exhibit C to this Sublease (the “Furniture and Equipment”). Subtenant will not remove any of the Furniture and Equipment from the Premises during the term of this Sublease. Provided that Subtenant faithfully performs all of its obligations under this Sublease, at the expiration of the term set forth in Section 2 above, title to the Furniture and Equipment shall pass to Subtenant upon payment to Sublandlord of consideration in the amount of $1.00.

8.6.3.           Disability Access Laws . The Premises have not undergone an inspection by a Certified Access Specialist (CASp). Since compliance with the Americans with Disabilities Act and similar laws and regulations (“Disability Access Laws”) is dependent upon Subtenant’s specific use of the Premises, Sublandlord makes no warranty or representation as to whether or not the Premises complies with Disability Access Laws. In the event that, as a result of Subtenant's use, or intended use, of the Premises, the Disability Access Laws require modifications or the construction or installation of improvements in or to the Premises, Project and/or Common Areas, the parties agree that such modifications, construction or improvements shall be made at Subtenant's expense. In no event shall subtenant be responsible to cure existing Disability Access Law violations, unless triggered by any Subtenant modifications or construction activities other than the planned installation of an autoclave, steam dishwasher, generator and reception lighting. In the event that Subtenant’s installation of an autoclave, steam dishwasher, generator and/or reception lighting triggers an obligation to cure existing Disability Access Law violations, and if the cost to execute such cure is more than $20,000.00, then Subtenant shall be responsible for the costs over $20,000.

8.6.4.           Energy Disclosures . Subtenant waives any remedies it may have for Sublandlord’s failure to comply with the energy usage disclosure requirements of AB 1103.

8.7            Maintenance . Subtenant acknowledges and agrees that it will be solely responsible for all maintenance obligations of “Tenant” under the Master Lease, and Subtenant covenants with Sublandlord that Subtenant will employ sufficient and qualified facilities personnel to maintain the Premises as required under the Master Lease.

9.           Indemnity . Subtenant agrees to protect, defend, indemnify, and hold Sublandlord harmless from and against any and all liabilities, claims, expenses, losses and damages (including reasonable attorney fees and costs), that may at any time be asserted against Sublandlord by (a) the Master Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions, or conditions contained in the Master Lease that Subtenant is obligated to perform under the provisions of this Sublease; or (b) any person as a result of Subtenant’s use or occupancy of the Premises, except to the extent any of the foregoing is caused by the negligence or willful misconduct of Sublandlord. Sublandlord agrees to protect, defend, indemnify, and hold Subtenant harmless from and against any and all liabilities, claims, expenses, losses and damages (including reasonable attorney fees and costs), that may at any time be asserted against Subtenant due to Sublandlord's failure to perform any of the covenants, agreements, terms, provisions, or conditions contained in this Sublease. The provisions of this Section 9 will survive the expiration or earlier termination of the Master Lease or this Sublease.

10.          Cancellation of Master Lease . In the event the Master Lease is canceled or terminated for any reason, or involuntarily surrendered by operation of law before the expiration date of this Sublease, Subtenant agrees, at the sole option of the Master Landlord, to attorn to the Master Landlord for the balance of the term of this Sublease and on the then executory terms of this Sublease.

That attornment will be evidenced by an agreement in form and substance reasonably acceptable to the Master Landlord and Subtenant. Subtenant agrees to execute and deliver such an agreement at any time within ten (10) business days after request by the Master Landlord. Subtenant waives the provisions of any law now or later in effect that may provide Subtenant any right to terminate this Sublease or to surrender possession of the Premises in the event any proceeding is brought by the Master Landlord to terminate the Master Lease.

11.          Estoppel Certificates . Each party to this Sublease will, from time to time as requested by the other party, on not less than ten (10) days prior written notice, execute, acknowledge, and deliver to the other party a statement in writing certifying that this Sublease is unmodified and in full force and effect (or if there have been modifications that this Sublease is in full force and effect as modified and stating the modifications). That statement will certify the dates to which Basic Rent, Additional Rent, and any other charges have been paid. That statement will also state whether, to the knowledge of the person signing the certificate, the other party is in default beyond any applicable grace period provided in this Sublease in the performance of any of its obligations under this Sublease. If the other party is in default beyond any applicable grace period, the statement will specify each default of which the signer then has knowledge. It is intended that this statement may be relied on by others with whom the party requesting that certificate may be dealing.

12.          Assignment or Subleasing . Subject to the rights of the Master Landlord and the restrictions contained in the Master Lease in connection with a Transfer, Subtenant is not entitled to assign this Sublease or to sublet all or any portion of the Premises without the prior written consent of Sublandlord. That consent may be withheld by Sublandlord in its sole discretion.

13.          General Provisions .

13.1.           Severability . If any provision of this Sublease or the application of any provision of this Sublease to any person or circumstance is, to any extent, held to be invalid or unenforceable, the remainder of this Sublease or the application of that provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected, and each provision of this Sublease will be valid and be enforced to the fullest extent permitted by law.

13.2.           Entire Agreement; Waiver . This Sublease constitutes the final, complete and exclusive statement between the parties to this Sublease pertaining to the Premises, supersedes all prior and contemporaneous understandings or agreements of the parties, and is binding on and inures to the benefit of their respective heirs, representatives, successors, and assigns. No party has been induced to enter into this Sublease by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Sublease. Any agreement made after the date of this Sublease is ineffective to modify, waive, release, terminate, or effect an abandonment of this Sublease, in whole or in part, unless that agreement is in writing, is signed by the parties to this Sublease, and specifically states that that agreement modifies this Sublease.

13.3.           Captions . Captions to the sections in this Sublease are included for convenience only and do not modify any of the terms of this Sublease.

13.4.           Further Assurances . Each party to this Sublease will at its own cost and expense execute and deliver such further documents and instruments and will take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Sublease.

13.5.           Governing Law and Attorney’s Fees . This Sublease will be governed by and in all respects construed in accordance with the laws of the State of California. In the event of a legal proceeding due to a breach of this Sublease, or to enforce or interpret this Sublease, the prevailing party shall be entitled to an award of reasonable attorney’s fees, expert fees, and other costs incurred in such legal proceeding.

13.6.           Consent of Landlord . The Master Landlord’s written consent to this Sublease in accordance with the terms of the Master Lease is a condition subsequent to the validity of this Sublease. If the Master Landlord’s consent has not been obtained and a copy of that consent delivered to Subtenant by the fifteenth (15th) day following the date of this Sublease, Subtenant shall thereafter have the ongoing right, subject to the terms of this Section 13.6, to terminate this Sublease pursuant to a notice (the “Termination Notice”) so stating delivered to Sublandlord. If Sublandlord fails to deliver to Subtenant the consent of Master Landlord to this Sublease within ten (10) days following receipt of the Termination Notice (the “Termination Date”), this Sublease shall automatically terminate and the parties shall be released from any further obligations under this Sublease. If, however, Sublandlord delivers to Subtenant the consent of Master Landlord on or before the Termination Date, the condition subsequent set forth in this Section 13.6 shall be satisfied and this Sublease shall continue in full force and effect. Master Landlord’s signature below constitutes consent to this Sublease and agreement with the terms of this Sublease.

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13.7.           Capitalized Terms . All terms spelled with initial capital letters in this Sublease that are not expressly defined in this Sublease will have the respective meanings given such terms in the Master Lease.

The parties have executed this Sublease as of the date specified above.

MASTER LANDLORD’S CONSENT

Master Landlord hereby consents to this Sublease pursuant to Section 13.6 above.

EXHIBIT A

Master Lease

EXHIBIT B

Legal Description of Premises

EXHIBIT C

List of Furniture and Equipment

Exhibit 10.2  

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

COLLABORATION AND OPTION AGREEMENT

This Collaboration and Option Agreement (the “ Agreement ”) is entered into as of December 18, 2014 (the “ Effective Date ”) by and between Fabrus , Inc. , a Delaware corporation (“ Company ”), having an address of 4045 Sorrento Valley Blvd, San Diego, California 92121, U.S.A., and CNA Development, LLC , a Delaware Limited Liability Company corporation with its office at Street C #475, Los Frailes Industrial Park, Guaynabo PR 00969 (“ Janssen ”).

Recitals

Whereas, Company has expertise relating to its spatially addressed library of antibodies and cell-based screening technology to reveal certain antibodies against targets of interest;

Whereas, Janssen is engaged in the research, development and commercialization of pharmaceutical products;

Whereas , Company and Janssen wish to enter into a collaboration to research and develop antibodies from Company’s spatially addressed library against targets of interest to Janssen on the terms and conditions set forth herein; and

Whereas , Company wishes to grant to Janssen, and Janssen wishes to accept, an exclusive, time-limited option from Company to obtain certain license rights under Company’s interest in the Joint Foreground (as defined below) to develop and commercialize the Licensed Products (as defined in Exhibit C ) on a worldwide basis in accordance with the terms and conditions of this Agreement, subject to the terms and conditions set forth herein.

Agreement

Now, Therefore, in consideration of the foregoing premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1.            Definitions

1.1            “ Additional Target ” shall mean any of the *** that may to be designated by Janssen and accepted by Company, in accordance with Section 2.2.

1.2            “ Affiliate ” shall mean, in reference to a particular corporation or other entity, any other entity that directly or indirectly controls or is controlled by or is under common control with such entity. For purposes of this definition, “control” or “controlled” shall mean ownership, directly or indirectly, of more than fifty percent (50%) of the shares of stock entitled to vote for the election of directors in the case of a corporation, or more than fifty percent (50%) of the equity interest in the case of any other type of legal entity (or if the jurisdiction where such corporation or other entity is domiciled prohibits foreign ownership of such entity, the maximum foreign ownership interest permitted under such laws, provided that such ownership interest provides actual control over such entity), status as a general partner in any partnership, or any other arrangement whereby an entity controls or has the right to control the Board of Directors or equivalent governing body of the entity.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1.3            “ Antibody ” shall mean a molecule or gene encoding such a molecule comprising or containing at least one immunoglobulin variable domain or parts of such domain.

1.4            “ Background ” shall mean Company Background or Janssen Background, as applicable.

1.5            “ Calendar Quarter ” shall mean a calendar quarter based on the Janssen Universal Calendar.

1.6            “ Collaboration Antibody ” shall mean any Antibody identified, discovered, validated or optimized in the performance the Collaborative Activities that specifically binds to a Designated Target, and any fragment, modification or variant of such Antibody that *** specifically binds to such Designated Target.

1.7            “ Collaborative Activities ” shall mean all activities to be undertaken by or on behalf of the parties as contemplated by the Collaborative Research Plan for each Designated Target, including any screening, identifying, validating and optimizing of Antibodies from Company’s library of Antibodies that specifically bind to a Designated Target.

1.8            “ Collaborative Research Plan ” or “ CRP ” shall mean the high-level, summary workplan describing the research, discovery and pre-clinical development activities to be performed by or on behalf of the parties with respect to screening, identifying, validating and optimizing Antibodies from Company’s library of Antibodies directed to any Designated Target, including the budget for such activities, as such plan may be amended in accordance with the terms of this Agreement.

1.9            “ Commercially Reasonable Efforts ” shall mean that level of efforts and resources consistent with the efforts the applicable Party devotes to the research or development of a similarly situated pharmaceutical product at a similar stage of research or development, taking into account measures of patent coverage, relative safety and efficacy, the strategic value resulting from its own research efforts, product profile, the competitiveness of the marketplace, the proprietary position of such product, the regulatory structure involved, the market potential of such product and other relevant factors, including comparative technical, legal, scientific, and/or medical factors, based on conditions then prevailing.

1.10          “ Company Background ” shall mean any Materials or Information (including data) that is controlled by Company prior to, on or after entering into this Agreement and is reasonably necessary or useful for carrying out the Collaborative Research Plan, and Intellectual Property Rights in or to such Materials or Information, including any such Materials or Information relating to Company Platform, but excluding (a) all Foreground and (b) any technology or Intellectual Property Rights in-licensed under the In-License Agreement.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1.11          “ Company Foreground ” shall mean all Foreground to the extent related solely to Company Background, including any improvements or enhancements to Company Platform including any Intellectual Property Rights to any such Foreground or Foreground improvements or enhancements.

1.12          “ Company Indemnitee ” shall have the meaning provided in Section 8.2.

1.13          “ Company Platform ” shall mean Company’s proprietary target discovery platform that allows multiplexed screening for new Antibodies.

1.14          “ Confidential Information ” shall mean all Information generated by or on behalf of a party or its Affiliates or which one party or any of its Affiliates furnishes or otherwise makes available to the other party or its Affiliates, whether made available orally, in writing, or in electronic form.

1.15          “ Confidentiality Agreement ” shall mean the Nondisclosure Agreement between Company and Janssen dated August 23, 2013, as amended August 17, 2014.

1.16          “ Control ” shall mean, with respect to any Information, Patent or other intellectual property, possession by a party of the ability (whether by ownership, license or otherwise, but without taking into account any rights granted by one party to the other party under the terms of this Agreement) to grant access, a license or a sublicense to such Information, Patent or other intellectual property right without violating the terms of any agreement or other arrangement with any Third Party. If a Party has the ability to grant a non-exclusive license or sublicense (but not an exclusive license or sublicense) under any such Information, Patent or other intellectual property, and this Agreement specifies that an exclusive license is granted, such Information, Patent or other intellectual property shall be considered “Controlled” and such license shall be a non-exclusive license to the extent required to comply with the agreement with or legally binding obligation to the relevant Third Party.

1.17          “ CPR Mediation Procedures ” shall have the meaning provided in Section 9.2(b).

1.18          “ CPR Rules ” shall have the meaning provided in Section 9.2(c).

1.19          “ CRP Costs ” shall have the meaning provided in Section 2.7.

1.20          “ Designated Target ” shall mean any of Target 1, Target 2, Target 3 and any Additional Target.

1.21          “ Dispute ” shall mean any dispute, claim, or controversy arising from or regarding this Agreement, including the interpretation, application, breach, termination or validity of any provision hereof.

1.22          “ Excluded Claim ” shall have the meaning provided in Section 9.2(a).

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1.23          “ Foreground ” shall mean all Materials or Information (including data), whether patentable or not, conceived or reduced to practice, whether solely by or on behalf of Company, solely by or on behalf of Janssen or jointly by or on behalf of Company and Janssen, in the course of activities contemplated by this Agreement, including Collaborative Activities, including any Collaboration Antibody, and Intellectual Property Rights in or to any of the foregoing.

1.24          “ Hits ” shall have the meaning provided in Section 2.1(a).

1.25          “ Information ” shall mean all tangible and intangible techniques, technology, practices, , discoveries, inventions (whether patentable or not), methods, protocols, processes, knowledge, know-how, skill, experience, data (including pharmacological, toxicological, clinical, analytical and quality control data), regulatory filings, software, algorithms and other scientific, marketing, financial or commercial information or data.

1.26          “ In-License Agreement ” shall mean the license agreement between Company and The Scripps Research Institute, dated August 8, 2014, as may be amended, a copy (with proprietary information redacted) of which has been provided to Janssen.

1.27          “ Intellectual Property Rights ” or “ IPR ” shall mean Patents, Information, know-how, copyright and trade secrets and any other intellectual property or intangible right of any kind, excluding trademarks and trade dress.

1.28          “ Janssen Background ” shall mean any Materials or Information (including data) that is controlled by Janssen prior to, on or after entering into this Agreement and is necessary or useful for carrying out the Collaborative Research Plan, and Intellectual Property Rights in or to such Materials or Information, but excluding all Foreground.

1.29          “ Janssen Foreground ” shall mean all Foreground to the extent related solely to Janssen Background including any Intellectual Property Rights to any such Foreground.

1.30          “ Janssen Indemnitee ” shall have the meaning provided in Section 8.1.

1.31          “ Joint Foreground ” shall mean all Foreground that is not Janssen Foreground or Company Foreground including any Intellectual Property Rights thereto.

1.32          “ License ” shall have the meaning provided in Section 3.1.

1.33          “ License Agreement ” shall have the meaning provided in Section 3.1.

1.34          “ License Option ” shall have the meaning provided in Section 3.1.

1.35          “ License Option Term ” shall have the meaning provided in Section 3.2.

1.36          “ Losses ” shall have the meaning provided in Section 8.1.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1.37          “ Materials ” shall mean any all biological, chemical or other materials and any constituents, progeny, mutants, derivatives or replications thereof or therefrom.

1.38          “ Notice Date ” shall have the meaning provided in Section 9.2(b).

1.39          “ Option Exercise Payment ” shall have the meaning provided in Section 3.2.

1.40          “ Option Notice ” shall have the meaning provided in Section 3.2.

1.41          “ Patents ” shall mean (a) all patents, including design patents, certificates of invention, applications for certificates of invention, priority patent filings and patent applications, including provisional patent applications and design patent applications, and (b) any renewal, divisional, continuation, continuation-in-part, or request for continued examination of any of such patents, certificates of invention and patent applications, and any and all patents or certificates of invention issuing thereon, and any and all reissues, reexaminations, extensions, certificates of correction, divisions, renewals, substitutions, confirmations, registrations, revalidations, revisions, and additions of or to any of the foregoing.

1.42          “ Research Term ” shall mean, with respect to a given CRP for a Designated Target, the time period agreed by the parties for the performance of such CRP, commencing on the date indicated in such CRP (but no earlier than the Effective Date) and ending on the date indicated in such CRP, which shall in no event exceed *** months in each case from the commencement date indicated in such CRP unless agreed in writing by the parties, unless earlier terminated upon termination of this Agreement.

1.43          “ Results ” shall mean all results, of any nature and form, including any Information, Materials and deliverables.

1.44          “ SEC ” shall have the meaning provided in Section 6.5(a).

1.45          “ Stage 1 ” shall have the meaning provided in Section 2.1(a).

1.46          “ Stage 2 ” shall have the meaning provided in Section 2.1(b).

1.47          “ Stage 3 ” shall have the meaning provided in Section 2.1(c).

1.48         “Tax or Taxes” shall mean any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including any interest thereon).

1.49          “ Target 1 ” shall mean *** .

1.50          “ Target 2 ” shall mean *** .

1.51          “ Target 3 ” shall mean *** .

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

1.52          “ Target Designation Period ” shall mean the *** period starting at the conclusion of the Research Term for a CRP, unless earlier terminated upon termination of this Agreement.

1.53          “ Term ” shall have the meaning provided in Section 7.1.

1.54          “ Third Party ” shall mean any entity other than Company or Janssen or an Affiliate of Company or Janssen.

2.            Collaborative Activities

2.1           Collaborative Research Plans. The research, discovery and pre-clinical development activities to be undertaken by or on behalf of the parties for the purpose of screening, identifying, validating and optimizing Antibodies from Company’s spatially addressed library directed to Designated Targets are set forth in the Collaborative Research Plans on a Designated Target-by-Designated Target basis. Company and Janssen shall work collaboratively to design and carry out the CRP for each Designated Target. For the avoidance of doubt, one CRP may cover more than a single target. A CRP may be amended only by written agreement of Company and Janssen (except for modification of the related budget to the extent permitted by Section 2.7). The initial Collaborative Research Plan has been agreed to by the parties with respect to Target 1 and attached hereto as Exhibit A , the form of which shall be used for the CRP(s) for Target 2, Target 3 and Additional Targets. Without limiting the foregoing, the parties envision the activities set forth in the Collaborative Research Plans to be comprised of the following steps:

 (a)           (i) screening of cell lines to identify initial Antibody hits from Company’s spatially arrayed library against the applicable Designated Target (“ Hits ”) and (ii) evaluation of strength, specificity, sequences and expression levels of Hits conducted by or on behalf of Company or Janssen (“ Stage 1 ”);

  (b)           (i) joint validation of Hits from Stage 1 and (ii) confirmation of binding specificity conducted by or on behalf of Company or Janssen (“ Stage 2 ”); and

  (c)           (i) optimization of validated Hits from Stage 2 and (ii) completion of full developability experiments conducted by or on behalf of Company or Janssen (“ Stage 3 ”).

2.2           Additional Targets. During the Target Designation Period, Janssen shall have the right, but not the obligation, to designate *** Additional Targets, in addition to Target 1, Target 2 and Target 3, by providing written notice to Company identifying the proposed target (each an “ Additional Target Designation Notice ”); provided that such Additional Target Designation Notice is delivered to Company no later than *** from the conclusion of the Research Term of the last-to-end CRP that is currently in effect. Company shall provide Janssen written notice within thirty (30) days after receipt of the Additional Target Designation Notice whether it accepts the proposed target identified in such Additional Target Designation Notice as an Additional Target, such acceptance not to be unreasonably withheld. Following acceptance of an Additional Target by Company, the parties shall work collaboratively to design and agree on a CRP for such Additional Target, including an associated budget and a list of Materials for Collaborative Activities relating to such Additional Target.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2.3           Performance of Collaborative Activities. During the Research Term, each party shall use Commercially Reasonable Efforts to perform the Collaborative Activities. Each party may perform some or all of the Collaborative Activities through one or more subcontractors, including through its respective Affiliates; provided that each party shall remain responsible for the performance by its subcontractors and the compliance of its subcontractors with the provisions of this Agreement in connection with such performance. The parties acknowledge that Company’s obligations to perform the Collaborative Activities shall be subject to compliance by Janssen with its payment obligations in this Agreement. Each party shall perform the Collaborative Activities in accordance with this Agreement and all applicable laws, rules and regulations, and shall maintain records, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, which shall fully and properly reflect all work done and results achieved in its performance of the Collaborative Activities.

2.4           Materials. All Materials provided by one party to another party as contemplated by this Agreement will remain the sole property of the providing party, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the providing party, and will be used only for the Collaborative Activities and in compliance with all applicable laws, rules and regulations. Each party acknowledges that any Materials provided to it by or on behalf of the other party (a) are experimental in nature and not for use in humans, and (b) must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth herein, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

2.5            Limited Research License. Subject to the terms and conditions of this Agreement, (a) Company hereby grants to Janssen a non-exclusive, royalty-free license, with no right to sublicense except to Janssen’s Affiliates and subcontractors who are conducting Collaborative Activities, under Company Foreground and Company Background (excluding Company Platform) that are reasonably necessary or useful for Janssen to practice in order to perform its obligations under the applicable CRP, solely to conduct Collaborative Activities to be conducted by Janssen under such CRP during the applicable Research Term, and (b) Janssen hereby grants to Company a non-exclusive, royalty-free license, with no right to sublicense except to Company’s Affiliates and subcontractors that are conducting Collaborative Activities, under Janssen Foreground and Janssen Background that are reasonably necessary or useful for Company to practice in order to perform its obligations under the applicable CRP, solely to conduct Collaborative Activities to be conducted by Company under such CRP during the applicable Research Term. Each party shall have the right to practice the Joint Foreground to conduct Collaborative Activities to be conducted by such party under such CRP during the applicable Research Term.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2.6           Reports. Each party shall keep the other party reasonably informed and updated regarding the Collaborative Activities performed by it or on its behalf and provide the other party such other information required under the Collaborative Research Plan relating to the progress of the goals or performance of the Collaborative Activities. The parties shall meet on a regular basis, but in any event no less than once per month, via teleconference, videoconference or face-to-face meetings to discuss progress of the CRP(s). Upon achievement of a research and development milestone event defined in the applicable CRP, Company shall submit to Janssen a written status report describing the research and the Results of such milestone event and, if requested by Janssen, transfer to Janssen any deliverable associated with such milestone event. Company and Janssen shall work together to prepare and acknowledge a final study report as indicated in each CRP, and if requested by Janssen, Company shall provide a description of each Collaboration Antibody as agreed to by the parties and including the amino acid sequence of such Collaboration Antibody.

2.7            Funding of Collaborative Activities and Reimbursement. Janssen shall reimburse Company for direct and indirect costs incurred by Company in the performance of the Collaborative Activities (“ CRP Costs ”). The budget for the CRP for Targets 1, 2 and 3 has been agreed to by the parties and attached hereto as Exhibit B . The budget for Target 4 and Additional Targets shall include direct and indirect costs and rates such as those included in Exhibit B and shall be included in the CRP(s) for Target 4 and Additional Target(s). During the Research Term, Company shall invoice Janssen on a Calendar Quarterly basis for CRP Costs incurred during such quarter in performing Collaborative Activities in accordance with the applicable budget as may be increased by an amount up to ten percent (10%) of such budget. Any modification of the budget to increase such budget by more than ten percent (10%) shall be subject to written approval by Janssen. Janssen shall pay such invoices within sixty (60) days of receipt of such invoice. Invoices must be sent to the Johnson & Johnson Accounts Payable Department via www.ap.jnj.com if Company establishes a web invoice account or sent by postal mail to the address indicated in the PO. Company may contact the Johnson & Johnson Accounts Payable Hotline at (877) 557-4487 with any questions related to the status of payments on invoices. Copies of all invoices shall be sent concurrently to: Janssen CFC PR / CNA Development LLC, Attention - *** Road #2, Km. 45.6, Bo. Campo Alegre, Manatí, PR 00674, *** . Janssen reserves the right to return to Company unprocessed and unpaid those invoices that do not reference the applicable PO number. Invoices shall include the nature and amount of research and development services rendered or deliverables provided and Company will provide proper support for invoiced FTE costs. Janssen Research & Development, L.L.C. may act as paying agent for Janssen under this Agreement.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

2.8           Target Exclusivity.

(a)           Company. On a Designated Target-by-Designated Target basis, during the License Option Term with respect to a Designated Target, Company shall not, alone or in collaboration with an Affiliate or Third Party, conduct any work on its own behalf, for, or with a Third Party, on such Designated Target. In no event shall this Section 2.8(a) apply to any acquirer of Company or any Affiliate of such acquirer (other than Company) so long as Company does not engage any such activities with or on behalf of such acquirer or its Affiliate and no Company Background, Company Foreground or Joint Foreground is used by such acquirer or its Affiliate in connection with such activities.

(b)           Janssen. At any time during or after the Term, Janssen and its Affiliates are authorized to work, independently of Company, alone or in collaboration with an Affiliate or Third Party, to discover research, develop, manufacture and commercialize products (other than any Collaboration Antibody) directed against any Designated Target.

2.9           Intellectual Property .

(a)          Inventions. Inventorship of inventions made in the course of the Collaborative Activities shall be determined in accordance with U.S. patent law, regardless of where any such invention is made.

(b)          Ownership of Background. As between the parties, (i) Janssen has, and shall retain, all right, title and interest in and to Janssen Background, and (ii) Company has, and shall retain, all rights in and to Company Background.

(c)          Ownership of Foreground. Company shall own all right, title and interest in and to Company Foreground. Janssen shall own all right, title and interest in and to Janssen Foreground. Company and Janssen shall own jointly all right, title and interest in and to Joint Foreground. Each party hereby assigns to the other party such rights as it may acquire in Foreground as may be necessary or appropriate to cause such Foreground to be owned by the applicable party or by the parties jointly as provided in this Section 2.9(c), or if assignment is not permitted by law, waives such rights as to the other party or grants to the other party an exclusive (or co-exclusive in the case of Joint Foreground), fully-paid, perpetual, irrevocable, worldwide license under such rights (with the right to sublicense) for any and all purposes. Each party agrees to execute any assignment or other documents reasonably necessary to convey to the other party any right, title or other interest to Foreground as necessary to effect the ownership of Foreground as provided in this Section 2.9(c), and, upon request, will assist the other party in connection with the preparation and prosecution of any application for Intellectual Property Rights in or to any Foreground owned by such other party pursuant hereto.

(d)          Limitations on Joint Foreground. Janssen shall have the right to practice and use the Joint Foreground solely for internal research purposes whether or not it exercises the commercial License Option and takes a License to Company’s interest in the Joint Foreground (as described in Section 3.2), and Company shall have the right to practice and use the Joint Foreground solely for internal research purposes. Any rights by Janssen to commercialize or otherwise use the Joint Foreground in addition to internal research purposes shall be arranged under Section 3.2.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

(e)          Prosecution of Foreground . Company shall, at its own cost, be responsible for filing, prosecuting, maintaining, defending and enforcing Company Foreground IPR. Janssen shall, at its own cost, be responsible for filing, prosecuting, maintaining, defending and enforcing Janssen Foreground IPR and Joint Foreground IPR. Janssen shall keep Company informed regarding the filing, prosecution, maintenance, defense and enforcement of Joint Foreground IPR, and shall in good faith take into consideration any comments from Company with respect thereto. If (i) Janssen decides not to file a Patent application within Joint Foreground IPR, or (ii) ceases to diligently pursue prosecution or procurement of Joint Foreground IP, or fails to maintain the same, in any country, Janssen shall notify Company in writing in sufficient time for Company to be able to take action, and Company shall have the right, at its own discretion and cost and subject to the License Option, to file Patent applications, control prosecution and procurement, and maintain procured Patents within such Joint Foreground IPR. If Janssen chooses not to file a Patent application within Joint Foreground IPR and then exercises the License Option after Company filed a Patent application within such Joint Foreground IPR, then Janssen shall reimburse Company for reasonable costs incurred by Company with respect to filing and prosecuting such Joint Foreground IPR concurrently with execution of the License Agreement.

(f)          Results. Company and Janssen shall jointly own the Results and any reports describing the Results. Each party shall be free to use the Results and such reports for its any purpose whatsoever.

2.10          Reservation of Rights. Subject to the License Option and to any licenses that are or may be granted pursuant to Section 2.9 or any License Agreement and the other terms and conditions of this Agreement, (a) Company will retain all rights under Company Background and Company Foreground and Company’s interest in Joint Foreground, and Janssen agrees not to practice any of the foregoing, except pursuant to the licenses expressly granted to Janssen in this Agreement or the License Agreement, and (b) Janssen will retain all rights under Janssen Background and Janssen Foreground and Janssen’s interest in Joint Foreground, and Company agrees not to practice any of the foregoing, except pursuant to the licenses expressly granted to Company in this Agreement. No right or license under any Intellectual Property Rights of either party is granted or shall be granted by implication. All such rights or licenses are or shall be granted only as expressly provided in the terms of this Agreement or the License Agreement.

3.            License Option

3.1           Grant of License Option. On a Designated Target-by-Designated Target basis and subject to the terms and conditions of this Agreement, Company hereby grants to Janssen the exclusive option to obtain (a) an exclusive, worldwide, royalty-bearing license, with the right to sublicense, under Company’s interest in the Joint Foreground with respect to the applicable Designated Target to make, have made, use, import, offer for sale, sell, and have sold Licensed Products in the Field (as such terms are defined in Exhibit C ) and (b) a non-exclusive, worldwide, royalty-bearing license, with the right to sublicense, under any Company Background and Company Foreground with respect to the applicable Designated Target (but only to the extent such Company Background and Company Foreground are reasonably necessary to make, have made, use, import, offer for sale, sell, and have sold Licensed Products in the Field (as such terms are defined in Exhibit C )) to make, have made, use, import, offer for sale, sell, and have sold Licensed Products in the Field (the “ License ”) pursuant to a written agreement (the “ License Agreement ”) on mutually agreed terms and conditions, including the terms set forth on Exhibit C (such option, the “ License Option ”). For clarification, nothing in this Agreement shall prevent Company from negotiating or completing any transaction for the sale of all or substantially all of the business or assets of Company, whether by merger, sale of stock, sale of assets or otherwise; provided, that any successor to Company in such transaction shall remain subject to the License Option during the License Option Term.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

3.2           Exercise of License Option. On a Designated Target-by-Designated Target basis and subject to the terms and conditions of this Agreement, Janssen may exercise the License Option with respect to a Designated Target at any time during the applicable Research Term and for a period of *** thereafter unless earlier terminated upon written notice by Janssen to Company (the “ License Option Term ”) by sending to Company written notice of such exercise (“ Option Notice ”) and payment of *** (the “ Option Exercise Payment ”). If Janssen exercises the License Option during the License Option Term in accordance with this Section 3.1(b), the parties shall promptly negotiate in good faith the terms of the License Agreement (including those terms set forth in Exhibit C ). In the event the parties are unable to enter License Agreement within ninety (90) days following the exercise of the License Option (or such longer period as may be agreed by the parties in writing), either party shall have the right to refer the matter to a third party mediator mutually agreed by the parties to determine the terms and conditions of the License Agreement, and the parties hereby agree *** .

3.3           Effect of Expiration or Termination of License Option Term. If Janssen does not exercise the License Option during the License Option Term in accordance with this Section 3.3, the License Option shall terminate and be of no further force or effect. In addition, upon termination of such License Option, Company and Janssen shall negotiate in good faith regarding the license by Janssen to Company of Janssen’s interest in the Joint Foreground on commercially reasonable terms to be agreed in good faith by the parties.

4.            Payments

4.1           Access Fee. Within fifteen (15) days after the Effective Date, Janssen shall pay Company a one-time, non-refundable access fee of *** . Company shall invoice Janssen for such payment.

4.2           Project Initiation Fee. Upon initiation of each CRP, Janssen shall pay Company a one-time, non-refundable project initiation fee of *** . Company shall invoice Janssen for such payment, and Janssen shall pay within fifteen (15) days after receipt of invoice.

4.3           Payment Mechanics.

 (a)          Manner and Place of Payment. All payments hereunder shall be payable in U.S. dollars. All payments owed under this Agreement shall be made by wire transfer in immediately available funds to a bank and account designated in writing by the party receiving payment, unless otherwise specified in writing by such party.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

 (b)          Income Tax Withholding. Janssen will make all payments to Company under this Agreement without deduction or withholding for Taxes except to the extent that any such deduction or withholding is required by law in effect at the time of payment. Any Tax required to be withheld on amounts payable under this Agreement will be paid by Janssen on behalf of Company to the appropriate governmental authority, and Janssen will furnish Company with proof of payment of such Tax. Any such tax required to be withheld will be an expense of and borne by Company. If any such tax is assessed against and paid by Janssen, then Company will indemnify and hold harmless Janssen from and against such tax. Janssen and Company will cooperate with respect to all documentation required by any taxing authority or reasonably requested by Janssen to secure a reduction in the rate of applicable withholding Taxes. On the date of execution of this Agreement, Company will deliver to Janssen an accurate and complete Internal Revenue Service Form W-9 .

  (c)          Late Payments. In the event that any undisputed payment due under this Agreement is not made when due, the payment shall accrue interest from the date due at the rate of one and one-half percent (1.5%) per month; provided, however, that in no event shall such rate exceed the maximum legal annual interest rate. The payment of such interest shall not limit the party to whom payment is due from exercising any other rights it may have as a consequence of the lateness of any payment.

5.            Representations and Warranties

5.1           Mutual Representations and Warranties. Each party represents and warrants to the other party as of the Effective Date that:

 (a)          Organization. It is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof.

  (b)          Authorization. It is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action.

  (c)          Binding Agreement. This Agreement is legally binding upon it, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

  (d)          No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and shall not (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party; or (iii) to its knowledge, violate any applicable laws, rules or regulations.

  (e)          Agreements with Employees and Contractors. All of such party’s employees or contractors acting on its behalf pursuant to this Agreement are and will be obligated under a binding written agreement to (i) assign to such party all Information generated in the course of performing activities on its behalf pursuant to this Agreement, and (ii) comply with obligations of confidentiality and non-use consistent with those set forth in Article 6.

  (f)          No Debarment. Except with regard to Janssen as reflected by, and subject to the terms of, the Corporate Integrity Agreement between The Office of Inspector General of the Department of Health and Human Services and Johnson & Johnson dated October 31, 2013 (publicly available at https://www.janssenbiotech.com/company/pharmaceutical- affiliate-corporate-integrity-agreement), as of the Effective Date, neither party is debarred under the United States Federal Food, Drug and Cosmetic Act or comparable laws in any other country or jurisdiction, and it does not, and will not during the Term, employ or use the services of any person or entity who is debarred, in connection with the Collaborative Activities. In the event that either party becomes aware of the debarment or threatened debarment of any person or entity providing services to such party, including the party itself and its Affiliates, which directly or indirectly relate to activities under this Agreement, the other party shall be immediately notified in writing.

5.2           Disclaimer. Except as expressly set forth herein, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.

6.            Confidentiality

6.1           Confidential Information. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the parties, the parties agree that, during the Term and for ten (10) years thereafter, each party (in such capacity, the “ receiving party ”) shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement or any other written agreement between the parties any Confidential Information of the other party (in such capacity, the “ disclosing party ”). For clarification, (a) all Company Foreground shall be Confidential Information of Company and Company shall be considered the disclosing party and Janssen shall be considered the receiving party with respect thereto; (b) all Janssen Foreground shall be Confidential Information of Janssen and Janssen shall be considered the disclosing party and Company shall be considered the receiving party with respect thereto; and (c) all Joint Foreground and Results shall be Confidential Information of both Company and Janssen and Company and Janssen shall both be considered the disclosing party and the receiving party with respect thereto. Except as expressly permitted in this Agreement, the receiving party may only disclose Confidential Information of the disclosing party to employees, agents, consultants and other representatives of the receiving party to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such persons and entities are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but not less than reasonable care) to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential Information of the disclosing party. The receiving party will promptly notify the disclosing party upon discovery of any unauthorized use or disclosure of the Confidential Information of the disclosing party.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

6.2          Exceptions. Confidential Information shall not include any information which the receiving party can demonstrate by competent evidence: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a Third Party, as a matter of right and without restriction on disclosure; or (d) is independently discovered or developed by the receiving party without the use of Confidential Information of the disclosing party. The exceptions in Section 6.2(b) and (d) shall not apply with respect to Company as the receiving party with respect to Janssen Foreground or Joint Foreground and shall not apply with respect to Janssen as the receiving party with respect to Company Foreground or Joint Foreground.

6.3          Authorized Disclosure. The receiving party may disclose Confidential Information of the disclosing party as expressly permitted by this Agreement and if and to the extent such disclosure is reasonably necessary in the following instances:

(a)           prosecuting or defending litigation as permitted by this Agreement;

(b)           complying with applicable court orders or governmental regulations; and

(c)           disclosure in confidence to actual or bona fide potential Third Party investors or other Third Party transactional partners and to their bankers, lawyers, accountants, agents, provided, in each case that each such Third Party investor or other transactional partner or advisor thereof is bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Notwithstanding the foregoing, in the event the receiving party is required to make a disclosure of the disclosing party’s Confidential Information pursuant to Section 6.3(a) or (b), it will, except where impracticable, give reasonable advance notice to the disclosing party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as the receiving party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the receiving party agrees to take all reasonable action to avoid disclosure of Confidential Information of the disclosing party.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

6.4          Confidentiality of this Agreement and its Terms. Except as otherwise provided in this Article 6, each party agrees not to disclose to any Third Party the existence of this Agreement or the terms of this Agreement without the prior written consent of the other party hereto, except that each party may disclose the terms of this Agreement that are not otherwise made public as contemplated by Section 6.5 as permitted under Section 6.3.

6.5          Publicity.

(a)          Press Releases. Subject to the conditions below in this paragraph, Janssen consents to Company’s issuance of a press release after execution of this Agreement in a form to be agreed by the parties. Except for such press release and as required by law (including disclosure requirements of the U.S. Securities and Exchange Commission (“ SEC ”), the NASDAQ stock exchange or any other stock exchange on which securities issued by a party or its Affiliates are traded), neither party shall make any other public announcement concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld or delayed; provided , that it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s Confidential Information. In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the proposed text.

(b)          Filing of Agreement. The parties shall coordinate in advance with each other in connection with the filing of this Agreement (including redaction of certain provisions of this Agreement) with the SEC, the NASDAQ stock exchange or any other stock exchange or governmental agency on which securities issued by a party or its Affiliate are traded, and each party shall use reasonable efforts to seek confidential treatment for the terms proposed to be redacted; provided, that each party shall ultimately retain control over what information to disclose to the SEC, the NASDAQ stock exchange or any other stock exchange or governmental agency, as the case may be, and provided further that the parties shall use their reasonable efforts to file redacted versions with any governing bodies which are consistent with redacted versions previously filed with any other governing bodies. Other than such obligation, neither party (nor its Affiliates) shall be obligated to consult with or obtain approval from the other party with respect to any filings to the SEC, the NASDAQ stock exchange or any other stock exchange or governmental agency.

6.6          Publication. Company and Janssen may jointly publish regarding the Foreground after prior concurrence on content and timing of such publication. Each party shall individually have the right to issue such publication, subject to the following: (a) if a party decides to publish, it shall provide the other party with a complete draft of any proposed publication sixty (60) days in advance of the proposed submission date; (b) each party may request, and the other party hereby agrees to, delay such proposed publication for an additional period of thirty (30) days in order to remove the non-publishing party’s Confidential Information from the proposed publication prior to publication; and (c) Janssen will have an additional period of ninety (90) days in order to apply for a patent for any invention described in any publication proposed by Company, or to use or add Information in support of or to (an) existing patent application(s).

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

6.7          Equitable Relief. Given the nature of the Confidential Information and the competitive damage that could potentially result to the disclosing party upon authorized disclosure, use or transfer of its Confidential Information to any Third Party, the parties agree that monetary damages may, in certain circumstances not be a sufficient remedy for any breach of this Article 6. In addition to all other remedies, the disclosing party may, under such specific circumstances be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Article 6.

7.            Term and Termination

7.1          Term. The term of this Agreement shall commence on the Effective Date and continue until the end of the last License Option Term, subject to earlier termination pursuant to Section 7.2 (the “ Term ”).

7.2          Early Termination.

(a)          Termination for Cause.

(i)           A party shall have the right to terminate this Agreement upon written notice to the other party if such other party is in material breach of this Agreement and has not cured such breach within sixty (60) days (ten (10) days with respect to any undisputed payment breach) after written notice from the terminating party requesting cure of such breach. Any such termination shall become effective at the end of such sixty (60) day (ten (10) day with respect to any undisputed payment breach) period unless the breaching party has cured any such breach prior to the end of such period.

(ii)          A party shall have the right to terminate this Agreement upon written notice to the other party upon the bankruptcy, dissolution or winding up of such other party, or the making or seeking to make or arrange an assignment for the benefit of creditors of such other party, or the initiation of proceedings in voluntary or involuntary bankruptcy, or the appointment of a receiver or trustee of such other party’s property that is not discharged within ninety (90) days.

(b)          Termination by Janssen Without Cause. Janssen shall have the right to terminate this Agreement at any time upon ninety (90) days’ advance written notice to Company.

7.3          Effect of Termination or Expiration; Surviving Obligations.

(a)          Effect of Any Termination. Upon any termination of this Agreement by either party, all rights and obligations of the parties under this Agreement shall terminate, except as provided in Sections 7.3, 7.4 and 7.5.

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

(b)          Surviving Terms. Expiration or termination of this Agreement shall not relieve the parties of any obligation (including any payment obligations in Sections 4.1 and 4.2 and any other payment obligations) accruing prior to such expiration or termination. Without limiting the foregoing, (i) the obligations and rights of the parties under Articles 1, 6, 8, and 9 and Sections 2.9(a), (b), (c), (d) and (f), 5.2, 7.3, 7.4 and 7.5 shall survive expiration or termination of this Agreement, (ii) any License Agreement entered into prior to expiration or termination of this Agreement shall continue in full force and effect, and (iii) if Janssen has exercised the License Option during the License Option Term in accordance with Section 3.1(b) prior to the expiration or termination of this Agreement, the rights and obligations of the parties with regard to negotiation and entry into a License Agreement in connection therewith shall survive expiration or termination of this Agreement as provided in Section 3.1(b).

(c)          Return of Confidential Information. Within thirty (30) days following the expiration or termination of this Agreement, each party shall deliver to the other party or destroy any and all Confidential Information of the other party in its possession, unless and to the extent provided in any License Agreement and except that one (1) copy may be retained by the receiving party under a continuing obligation of confidentiality to ensure compliance under this Agreement.

7.4           Exercise of Right to Terminate. The use by either party hereto of a termination right provided for under this Agreement shall not give rise to the payment of damages or any other form of compensation or relief to the other party with respect thereto.

7.5           Damages; Relief. Subject to Section 7.4 above, termination of this Agreement shall not preclude either party from claiming any other damages, compensation or relief that it may be entitled to upon such termination.

8.            Indemnification