Exhibit 10.01

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ASSIGNMENT AGREEMENT

by and between

TIEN-LI LEE, M.D. AND

JANE WU LEE, M.D.,

as individuals

and

SORRENTO THERAPEUTICS, INC.,

a Delaware (U.S.) corporation

ASSIGNMENT AGREEMENT

This Assignment Agreement (“ Agreement ”) is entered into and made effective as of this 7th day of January, 2013 (the “ Effective Date ”), by and between Tien-Li Lee and Jane Wu Lee as individuals (each individually, “ Lee ” or collectively, the “ Lees ”) each having an address at 270 Sebastian Drive, Millbrae, California 94030, and Sorrento Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“ Sorrento ”) located at 6042 Cornerstone Ct., Suite B, San Diego, CA 92121, with respect to the facts set forth below.

RECITALS

WHEREAS, the Lees have previously assigned to Sorrento all of their right, title and interest in and to the inventions described in the U.S. Utility and PCT patent application entitled [***] (such inventions, together with any and all know-how, documentation and data owned or controlled by the Lees related thereto, the “ Inventions ”) filed by Sorrento on [ *** ] and attached hereto along with a copy of such assignment as Exhibit A.

WHEREAS, the Lees and Sorrento desire to now formalize the terms under which the Lees assigned the Inventions.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Lees and Sorrento hereby agree as follows:

1. Definitions . Capitalized terms shall have the meaning set forth herein.

1.1 Affiliate . The term “ Affiliate ” with respect to Sorrento, shall mean any entity or individual which directly or indirectly Controls, is Controlled by, or is under common Control with Sorrento. Unless otherwise expressly specified, the term Sorrento, as used in this Agreement, includes Sorrento’s Affiliates.

1.2 Control . The term “ Control ” shall mean (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares entitled to vote for the election of directors; or (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities.

1.3 Assigned Patent Rights . The term “ Assigned Patent Rights ” shall mean any and all rights arising out of or claiming priority from (a) the U.S utility and PCT patent application(s) provided in Exhibit A hereto and having claims where the Lees (one or both) are considered inventors of such subject matter; (b) any corresponding foreign patent applications associated with the application(s) referenced in sub clause (a) above and having claims where the

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment had previously been granted with respect to the omitted portions.

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Lees (one or both) are considered inventors of such subject matter; (c) any patents issuing from the application(s) referenced in sub clauses (a) and (b); (d) any divisionals, continuations, and reissues of any patent or application set forth in sub clauses (a)-(c) above and having claims where the Lees (one or both) are considered inventors of such subject matter; (e) all claims of continuations-in-part that are entitled to the benefit of the priority date of the application(s) referenced in sub clause (a) above and having claims where the Lees (one or both) are considered inventors of such subject matter; and (f) all rights of action throughout the world pertaining to any of the foregoing, including without limitation the right to sue and recover for past, present and future infringement thereof, the right to secure registration of any of the foregoing and of this Agreement and/or any assignment executed in connection herewith, the right to initiate other proceedings before all government and administrative bodies with respect to the same.

1.4 Change of Control . The term “ Change of Control ” shall mean the occurrence of any of the following events:

(a) a transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than Sorrento, any of its Affiliates, an employee benefit plan maintained by Sorrento or any of its Affiliates or a “person” that, prior to such transaction, directly or indirectly Controls, is Controlled by, or is under common Control with Sorrento) directly or indirectly acquires Control of Sorrento immediately after such acquisition; or

(b) the consummation by Sorrento of (i) a merger, consolidation, reorganization or business combination or (ii) a sale, lease, exclusive license or other disposition, in a single transaction or series of related transactions, of all or substantially all of the assets of Sorrento and its subsidiaries taken as a whole, in each case except where the holders of the equity interests in Sorrento immediately prior to the transaction will, immediately after such transaction, have fifty percent (50%) or more of the voting power of the equity interests in the entity that survives the transaction described in clause (i) or (ii) above, as applicable, or otherwise succeeds to the business of Sorrento, which voting securities are to be held by such holders immediately following such transaction in substantially the same proportion among themselves as such holders’ ownership of the equity interests in Sorrento immediately before such transaction.

1.5 Issued Securities . The term “ Issued Securities ” shall mean the shares of Sorrento’s common stock which may be issued to the Lees from time to time in consideration for the assignment of the Inventions and the Assigned Patent Rights in accordance with Section 3 of this Agreement.

1.6 rIVIG Product . The term “ rIVIG Product ” shall mean a recombinant polyclonal antibody formulation being developed, manufactured or marketed by, or on behalf of Sorrento, its Affiliates or licensees, whose use, manufacture, or sale would infringe upon one or more Valid Claims.

1.7 Sorrento’s Confidential Information . The term “ Sorrento’s Confidential Information ” shall mean (i) the Inventions, (ii) any unpublished patent applications relating to

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the Inventions, (iii) any and all proprietary or confidential information of Sorrento or relating to the rIVIG Product which may be disclosed by Sorrento or otherwise become known to the Lees at any time and from time to time during the term of this Agreement. Notwithstanding the foregoing, information shall not be considered confidential to the extent that the Lees can establish by competent proof that it:

(a) is publicly disclosed through no fault of either Lee, either before or after it becomes known to either Lee; or

(b) was known to either Lee prior to the date of this Agreement, which knowledge was acquired independently and not from Sorrento (or Sorrento’s employees), provided that this exemption shall not apply with respect to information relating to the Inventions; or

(c) is subsequently disclosed to either Lee in good faith by a third party who has a right to make such disclosure and did not first obtain such information from Sorrento (or Sorrento’s employees); or

(d) has been published by a third party as a matter of right; or

(e) has been developed by or on behalf of either Lee independently without access to Sorrento’s Confidential Information, provided that this exemption shall not apply with respect to information relating to the Inventions.

If Sorrento’s Confidential Information is required to be disclosed by law or court order, each Lee shall limit the same to the minimum required to comply with the law or court order, and shall use reasonable efforts to attempt to seek confidential treatment for that disclosure, and prior to making such disclosure the Lees shall notify Sorrento, not later than ten (10) days (or such shorter period of time as may be reasonably practicable under the circumstances) before the disclosure in order to allow Sorrento to comment and/or to obtain a protective or other order, including extensions of time and the like, with respect to such disclosure.

1.8 Valid Claim. “Valid Claim” means a claim in an issued patent within the Assigned Patent Rights containing at least one (1) Lee as a named inventor, which has not lapsed, been revoked, cancelled, or become abandoned and has not been declared invalid in a decision or judgment of a court or other body of competent jurisdiction, and which has not been admitted to be invalid or unenforceable through an opposition or other post-grant review process, reissue, disclaimer, settlement or otherwise.

2. Assignment .

2.1 Assignment . Each Lee hereby irrevocably assigns, transfers and conveys to Sorrento (to the extent not already previously assigned to Sorrento) such Lee’s entire right, title and interest, throughout the world in and to the Inventions and the Assigned Patent Rights and all claims, demands, or causes of action that such Lee has or might have by reason of any infringement of the any of the foregoing prior to the effective date of this assignment, including the right to sue and collect damages for all past, present and future infringement and all lost profits resulting therefrom.

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2.2 Further Assurances . Each Lee agrees to execute from time to time all reasonable and appropriate assignments and documents prepared and submitted by Sorrento, which documents are necessary or useful to effectuate fully the assignment of paragraph 2.1 above and to permit Sorrento to be duly recorded as the owner of the Inventions and Assigned Patent Rights.

2.3 Transfer of Documents . Each Lee shall transfer to Sorrento all copies and originals of all documents and databases related to the Inventions which are in either Lee’s possession and/or control, including any documents related to the prosecution and maintenance of the Inventions and Assigned Patent Rights.

3. Consideration for Assignment .

3.1 Initial Payments . Subject to each Lee’s compliance with its obligations under this Agreement and so long as each representation and warranty made hereunder remains accurate and true at the time of the applicable stock issuance or payment due date, Sorrento shall provide the following consideration to the Lees:

(a) [ *** ] of Sorrento common stock issuable upon execution of this Agreement;

(b) $50,000 in cash, payable in five (5) equal installments as follows:

(i) $10,000 on February 1, 2013;

(ii) $10,000 on March 1, 2013;

(iii) $10,000 on April 1, 2013;

(iv) $10,000 on May 1, 2013; and

(v) $10,000 on June 1, 2013.

3.2 Milestone Payments . Subject to each Lee’s compliance with its obligations under this Agreement and so long as each representation and warranty made hereunder remains accurate and true at the time of the applicable stock issuance, Sorrento shall provide the following consideration to the Lees after the achievement of the applicable milestone events (each a “ Milestone Payment ” and altogether the “Milestone Payments”):

(a) [***] of Sorrento common stock, equitably adjusted for any stock split, reverse stock split, dividend, combination or other recapitalization occurring after the Effective Date, within [***] after (1) a granting or issuance of the first U.S. or European patent from a patent application listed in Exhibit A; and (2) the passage of time for a third party to file

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an opposition in Europe or a post-grant validity challenge in the U.S. if no such opposition of validity challenge is filed, then the aforementioned Milestone Payment shall not be payable unless and until such patent containing such Valid Claim has been declared valid and enforceable by a final unappealable decision or judgment of a government body or court of competent jurisdiction;

(b) [ *** ] of Sorrento common stock, equitably adjusted for any stock split, reverse stock split, dividend, combination or other recapitalization occurring after the Effective Date, within [***] after Sorrento’s receipt of written confirmation from the U.S. FDA of its acceptance of an IND (Investigational New Drug Application) to commence clinical trials for the first rIVIG Product candidate receiving such acceptance;

(c) [***] of Sorrento common stock, equitably adjusted for any stock split, reverse stock split, dividend, combination or other recapitalization occurring after the Effective Date, within [***] after the first dosing of a patient in a phase 3 clinical trial for the first rIVIG Product candidate advancing into phase 3 clinical trials; and;

(d) [***] of Sorrento common stock, equitably adjusted for any stock split, reverse stock split, dividend, combination or other recapitalization occurring after the Effective Date, within [***] after Sorrento’s receipt of written confirmation from the U.S. FDA or corresponding EU regulatory agency of marketing approval for the first rIVIG Product receiving such approval.

For clarity, each of the aforementioned milestone payments shall become due and payable only once upon their achievement. In addition, unless otherwise directed by the Lees, Sorrento shall make fifty percent (50%) of each payment due under this Agreement to Tien-Li Lee and fifty percent (50%) to Jane Wu Lee. Each Lee agrees to jointly and severally indemnify and hold Sorrento harmless from any and all claims, damages costs and expenses arising out of any dispute between the Lees and/or their heirs or assigns relating to any payment due or paid by Sorrento pursuant to this Agreement.

4. Investor Representations and Warranties . Each Lee hereby jointly and severally represents, warrants and covenants to Sorrento that:

4.1 the Lees reside in the state of California;

4.2 the Lees have experience as investors in securities of companies in development and have the financial capacity to bear the risk of their acceptance of the Issued Securities as consideration and are accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (“ Securities Act ”);

4.3 the Lees have either (a) a pre-existing personal or business relationship with Sorrento or any of its officers, directors or controlling persons that is of a nature and duration which enables the Lees to be aware of the character, business acumen and general

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business and financial circumstances of Sorrento or (b) by reason of their business or financial experience or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by Sorrento or selling agent of Sorrento, directly or indirectly, the capacity to protect their own interests in connection with their acquisition of the Issued Securities;

4.4 each Lee has received and reviewed information about Sorrento and has had an opportunity to discuss Sorrento’s business, management and financial affairs with Sorrento’s management and to review Sorrento’s facilities. Each Lee understands and acknowledges that such discussions, as well as any written information issued by Sorrento (i) were intended to describe the aspects of Sorrento’s business and prospects which Sorrento believes to be material, but were not necessarily an exhaustive description, and (ii) may have contained forward-looking statements involving known and unknown risks and uncertainties which may cause the Sorrento’s actual results in future periods or plans for future periods to differ materially from what was anticipated and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results projected in any of such forward-looking statements;

4.5 the Issued Securities will be acquired for investment for the Lee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Lees have no present intention of selling, granting any participation in, or otherwise distributing the same. Neither Lee presently has any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or to any third person, with respect to any of the Issued Securities;

4.6 without limiting any restrictions herein, each Lee agrees not to make any disposition of all or any portion of the Issued Securities unless and until the transferee has agreed in writing for the benefit of Sorrento to be bound by this Section 4.6 and any of the following conditions apply: (a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition is made in accordance with such registration statement; or (b) (i) the Lee disposing all or any portion of the Issued Securities shall have notified Sorrento of the proposed disposition and shall have furnished Sorrento with a statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by Sorrento, the Lee disposing all or any portion of the Issued Securities shall have furnished Sorrento with an opinion of counsel, reasonably acceptable to Sorrento, that such disposition will not require registration under the Securities Act.

4.7 each Lee acknowledges that (i) only a limited public market now exists for Issued Securities; (ii) the Issued Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each Lee’s representations as expressed herein, (iii) the Issued Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each Lee must hold such Issued Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or

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an exemption from such registration and qualification requirements is available (iv) Sorrento has no obligation to register or qualify Sorrento’s common stock for resale, (v) if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for Sorrento’s common stock, and on requirements relating to Sorrento which are outside of each Lee’s control, and which Sorrento is under no obligation and may not be able to satisfy and (vi) Sorrento will make a notation on its stock books regarding the restrictions on transfers set forth herein and will transfer securities on the books of Sorrento only to the extent not inconsistent therewith;

4.8 each Lee understands that the Issued Securities, and any securities issued in respect of or exchange for the Issued Securities, may bear one or all of the following legends until they are no longer required by law or the provisions of this Agreement:

(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO SORRENTO THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b) Any legend required by the blue sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

(c) The legend set forth above shall be removed by Sorrento from any certificate evidencing the Issued Securities upon transfer of the Issued Securities in compliance with Rule 144(k) under the Securities Act or upon delivery to Sorrento of an opinion, in form and substance and by counsel reasonably satisfactory to Sorrento, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Issued Securities were issued.

5. General Representations and Warranties .

5.1 Each Lee hereby jointly and severally represents and warrants to Sorrento that:

(a) to the best of his/her knowledge the Lees are the first inventors of the subject matter claimed within the patent applications listed in Exhibit A and that each Lee has no knowledge, upon thorough investigation, of any third party rights that would preclude Sorrento’s freedom to operate with the rIVIG Product;

(b) immediately prior to the assignment of the Assigned Patent Rights to Sorrento, the Lees were the sole owners of the Assigned Patents Rights, the Assigned Patents Rights were unencumbered by any valid lien, security interest, release or license grant, and the Lees had the right to assign, sell and convey to Sorrento such ownership interest;

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(c) the Lees have disclosed to Sorrento on Exhibit A all of the Inventions, subject matter, patents and patent applications pertaining to the Assigned Patent Rights;

(d) this Agreement is the legal, valid and binding obligation of each Lee, enforceable against each Lee in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally;

(e) each Lee has the full right and power to enter into this Agreement and has the full rights to grant the assignment hereby being provided to Sorrento; and

(f) entering into this Agreement, and the consummation of the transaction contemplated hereby, does not and shall not violate any agreement with any other person or entity to which it is a party or subject;

5.2 Sorrento . Sorrento hereby represents and warrants to the Lees that as of the Effective Date:

(a) all corporate action on the part of Sorrento necessary for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder has been taken; and

(b) this Agreement is the legal, valid and binding obligation of Sorrento, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally.

6. Patent Matters .

6.1 Patent Prosecution . Sorrento shall have the sole right, but not the obligation, to control the worldwide filing, prosecution and maintenance of the Assigned Patent Rights. Each Lee shall assist and cooperate with Sorrento regarding the filing, prosecution and maintenance of the Patent Rights, as reasonably requested by Sorrento. As used herein, “filing, prosecution and maintenance” shall include, without limitation, the filing of applications, continuations, continuations-in-part, and divisionals; the conduct of interferences, derivation proceedings, post-grant validity challenges in the U.S. and oppositions in Europe and other strict novelty jurisdictions; and reissues, revocation, nullification and extensions of patent terms.

6.2 Patent Enforcement . Sorrento shall have the sole right, but not the obligation, to control the enforcement of the Assigned Patent Rights against any third party. Each Lee shall cooperate reasonably with Sorrento in any enforcement action claim or action, provided Sorrento shall reimburse such Lee for reasonable out of pocket expenses incurred by such Lee in providing such cooperation. Each Lee shall have no right, authority or standing to bring any action against any third party relating to the third party’s infringement of the Assigned Patent Rights.

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6.3 Licenses . Sorrento shall have the sole right, but not the obligation, to grant licenses, assignments and releases under the Assigned Patent Rights.

7. Limited Warranty .

7.1 Limited Warranty . EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EACH LEE MAKES NO WARRANTIES CONCERNING THE ASSIGNED PATENT RIGHTS, OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, AND EACH LEE DISCLAIMS ALL SUCH EXPRESS OR IMPLIED WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT.

7.2 Limitation of Liability . IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES, OR FOR INJURY TO PERSONS OR PROPERTY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER. THE LEES AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT PAID BY SORRENTO TO THE LEES UNDER THIS AGREEMENT, INCLUDING THE VALUE OF THE SORRENTO COMMON STOCK AT THE TIME OF ISSUANCE BY SORRENTO OR TRANSFER OR SALE BY EITHER LEE (WHICHEVER IS GREATER). SORRENTO’S AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT OWED BY SORRENTO TO THE LEES UNDER THIS AGREEMENT.

8. Confidentiality . Each Lee agrees that during the term of this Agreement, and for a period of five (5) years after this Agreement terminates or expires, that he/she will (a) maintain in strict confidence Sorrento’s Confidential Information; (b) not disclose Sorrento’s Confidential Information to any third party without prior written consent of the other party; and (c) not use Sorrento’s Confidential Information for any purpose.

9. Term and Termination .

9.1 Term . Unless terminated sooner in accordance with the terms set forth herein, this Agreement shall terminate upon the last-to-expire patent in the Assigned Patent Rights.

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9.2 Termination Upon Mutual Agreement . This Agreement may be terminated by mutual written consent of both parties.

9.3 Termination by Sorrento . Sorrento may terminate this Agreement by giving thirty (30) days advance written notice of termination to the Lees. Upon termination by Sorrento, (i) Sorrento shall assign back to the Lees any Assigned Patent Rights provided by the Lees herein and (ii) Sorrento retain for itself as a tenancy in common for any Assigned Patent Rights wherein there is at least one additional inventor (other than a Lee) listed in such Assigned Patent Rights. Notwithstanding anything to the contrary herein, Sorrento shall have no obligation to assign back to the Lees any issued patent or patent application which does not have at least one (1) Lee listed as an inventor.

9.4 Rights Upon Expiration . Neither party shall have any further rights or obligations upon the expiration or proper termination of this Agreement. Sections 2, 4, 5, 6, 7.2, 8, 9.3, 9.4, 10 and 11 shall survive the expiration of this Agreement.

10. Assignment; Successors .

10.1 Assignment . Sorrento may assign this Agreement, in whole or in part. Neither Lee may assign this Agreement without the prior written consent of Sorrento; provided, however, the right to receive his or her portion of the Milestone Payments under Section 3 of the Agreement may be assigned by either Lee to (i) his or her spouse or descendant, (ii) any trust or family partnership whose beneficiaries shall solely be such individual and/or such individual’s spouse and/or any person related by blood or adoption to such individual or such individual’s spouse, and (iii) the estate of such individual, provided such assignee agrees to be bound by the terms of this Agreement and the Lee’s remain liable for any breaches hereof. Any attempted assignment in violation of this Section 10.1 shall be null and void.

10.2 Binding Upon Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of any successors in interest and assigns of Sorrento. Any such successor or assignee of Sorrento’s interest shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by Sorrento. [***]

11. General Provisions .

11.1 Independent Contractors . The relationship between the Lees and Sorrento is that of independent contractors. The Lees and Sorrento are not joint venturers, partners, principal and agent, master and servant, employer or employee, and have no other relationship other than independent contracting parties. The Lees and Sorrento shall have no power to bind or obligate each other in any manner, other than as is expressly set forth in this Agreement.

11.2 Governmental Approvals and Marketing of rIVIG Product . Sorrento shall have the sole right to seek and obtain all necessary governmental approvals for the development, production, distribution, performance, sale and use of any rIVIG Product, at Sorrento’s expense, including, without limitation, any safety studies. Sorrento shall have sole responsibility for any warning labels, packaging and instructions as to the use of rIVIG Product and for the quality control for any rIVIG Product.

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11.3 Arbitration . Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by binding confidential arbitration in accordance with the Commercial Arbitration Rules of the AAA, and the procedures set forth below. In the event of any inconsistency between the Rules of AAA and the procedures set forth below, the procedures set forth below shall control. Judgment upon the award rendered by the arbitrators may be enforced in any court having jurisdiction thereof.

11.3.1 Location . The location of the arbitration shall be in the County of San Diego. Each Lee and Sorrento hereby irrevocably submit to the exclusive jurisdiction and venue of the AAA arbitration panel selected by the parties and located in San Diego County, California for any dispute regarding this Agreement, and to the exclusive jurisdiction and venue of the federal and state courts located in San Diego County, California for any action or proceeding to enforce an arbitration award or as otherwise provided, and waive any right to contest or otherwise object to such jurisdiction or venue.

11.3.2 Selection of Arbitrators . The arbitration shall be conducted by a panel of three neutral arbitrators who are independent and disinterested with respect to the parties, this Agreement, and the outcome of the arbitration. Sorrento and the Lees shall appoint one neutral arbitrator, and these two arbitrators so selected shall then select the third arbitrator, and all arbitrators must have at least ten (10) years’ experience in mediating or arbitrating cases regarding the same or substantially similar subject matter as the dispute between Sorrento and the Lees. If one party has given written notice to the other party as to the identity of the arbitrator appointed by the party, and the party thereafter makes a written demand on the other party to appoint its designated arbitrator within the next ten (10) days, and the other party fails to appoint its designated arbitrator within ten (10) days after receiving said written demand, then the arbitrator who has already been designated shall appoint the other two arbitrators.

11.3.3 Discovery . The arbitrators shall decide any disputes and shall control the process concerning these pre-hearing discovery matters. Pursuant to the Rules of AAA, the parties may subpoena witnesses and documents for presentation at the hearing.

11.3.4 Case Management . Prompt resolution of any dispute is important to both parties and Sorrento and the Lees agree that the arbitration of any dispute shall be conducted expeditiously. The arbitrators are instructed and directed to assume case management initiative and control over the arbitration process (including scheduling of events, pre-hearing discovery and activities, and the conduct of the hearing), in order to complete the arbitration as expeditiously as is reasonably practical for obtaining a just resolution of the dispute.

11.3.5 Remedies . The arbitrators may grant any legal or equitable remedy or relief that the arbitrators deem just and equitable, to the same extent that remedies or relief could be granted by a state or federal court, provided however, that no punitive damages

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may be awarded. No court action shall be maintained seeking punitive damages. The decision of any two of the three arbitrators appointed shall be binding upon the parties. Notwithstanding anything to the contrary in this Agreement, prior to or while an arbitration proceeding is pending, Sorrento and the Lees each have a right to seek and obtain injunctive and other equitable relief from a court of competent jurisdiction to enforce that party’s rights hereunder.

11.3.6 Expenses . The expenses of the arbitration, including the arbitrators’ fees, expert witness fees, and attorney’s fees, may be awarded to the prevailing party (Sorrento or the Lees), in the discretion of the arbitrators, or may be apportioned between the parties (Sorrento or the Lees) in any manner deemed appropriate by the arbitrators. Unless and until the arbitrators decide that one party is to pay for all (or a share) of such expenses, both parties shall share equally in the payment of the arbitrators’ fees as and when billed by the arbitrators.

11.3.7 Confidentiality . Except as set forth herein, and as necessary to obtain or enforce a judgment upon any arbitration award, Sorrento and each Lee shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrators. Notwithstanding the foregoing, Sorrento and each Lee may disclose information about the arbitration to persons who have a need to know, such as directors, trustees, management employees, witnesses, experts, investors, attorneys, lenders, insurers, and others who may be directly affected. Additionally, if Sorrento or either Lee has stock which is publicly traded, the party with such stock may make such disclosures as required by applicable securities laws, rules and regulations.

11.4 California Law . This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to its conflicts or choice of laws principles.

11.5 Headings . The headings for each article and section in this Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular article or section.

11.6 Severability . Should any one or more of the provisions of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, it shall be considered severed from this Agreement and shall not serve to invalidate the remaining provisions thereof. The parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by them when entering this Agreement may be realized.

11.7 No Waiver . Any delay in enforcing a party’s rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of such party’s rights to the future enforcement of its rights under this Agreement, excepting only as to an express written and signed waiver as to a particular matter for a particular period of time.

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11.8 Name . Whenever there has been an assignment by Sorrento as permitted by this Agreement, the term “Sorrento” as used in this Agreement shall also include and refer to, if appropriate, such assignee.

11.9 Attorneys’ Fees . In the event of a dispute between Sorrento and the Lees hereto or in the event of any default hereunder, the party prevailing in the resolution of any such dispute or default (Sorrento or the Lees) shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in connection with resolving such dispute or default.

11.10 Notices . Any notices required by this Agreement shall be in writing, shall specifically refer to this Agreement and shall be sent by registered or certified airmail, postage prepaid, or by facsimile, or by overnight courier, postage prepaid and shall be forwarded to the respective addresses set forth below unless subsequently changed by written notice to the other party:

Notices shall be deemed delivered upon the earlier of (a) when received; (b) five (5) days after deposit into U.S. mail; (c) receipt of successful transmission of notice sent via facsimile; or (d) the day immediately following delivery to an overnight courier guaranteeing next-day delivery (except Sunday and holidays).

11.11 Entire Agreement; Modification . This Agreement and all of the attached exhibits set forth the entire agreement and understanding between the parties as to the subject matter hereof, and supersede all prior or contemporaneous agreements or understandings, whether oral or written. There shall be no amendments or modifications to this Agreement, except by a written document which is signed by both parties.

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment had previously been granted with respect to the omitted portions.

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11.12 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. The delivery of an executed counterpart of this Agreement by facsimile or portable document format (.pdf) shall be deemed to be valid delivery thereof.

***Signature Page Follows***

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IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date set forth above.

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EXHIBIT A

PATENT RIGHTS

[***]

[***]

[***]

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment had previously been granted with respect to the omitted portions.

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Exhibit 10.03

Execution Version

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made as of March 7, 2013 (“ Effective Date ”) between IgDraSol, Inc., a Delaware corporation having an office at 11100 Warner Avenue, Suite 266, Fountain Valley, California 92708 (“ Seller ”) and Sorrento Therapeutics, Inc., a Delaware corporation having an office at 6042 Cornerstone Court West, Suite B, San Diego, California 92121 (“ Buyer ”).

1. PURCHASE AND SALE OF ASSETS .

1.1 Purchased Assets . Subject to the terms and conditions of this Agreement, on the Closing Date (i.e., upon payment of the Purchase Price as provided below), Seller hereby sells, assigns, transfers and conveys to Buyer, and Buyer purchases and acquires from Seller, all of Seller’s rights, title and interest in and to the following assets (collectively, the “ Purchased Assets ”):

(a) the documentation, equipment, information and other know-how related to the compound identified as Tocosol and related technologies, including documentation specifically identified on Schedule 1 ; and

(b) the patents and trademarks specifically identified on Schedule 2 , and all causes of action and enforcement rights for such patents and trademarks, including all rights to pursue and retain damages, injunctive relief and other remedies for past, current and future infringement of such patents and trademarks.

1.2 Purchase Price; Closing Date; Termination . In consideration of the transfer contemplated in Section 1.1, within forty-five (45) days after the Effective Date, Buyer shall (a) pay Seller USD $1,210,000 (one million two hundred ten thousand U.S. dollars) (the “ Purchase Price ”) by wire transfer in immediately available funds to an account provided by Seller to Buyer pursuant to the terms of Section 4.1. The date of payment of the Purchase Price shall be referred to herein as, the “ Closing Date .” If Buyer does not pay the Purchase Price to Seller within forty-five (45) days after the Effective Date, this Agreement shall immediately terminate without further action required by either party and there shall be no purchase and sale of the Purchased Assets and neither party shall have any rights or obligations under this Agreement.

1.3 Services Agreement . On the Closing Date, the parties shall enter into the Services Agreement attached hereto as Exhibit A whereby the Seller shall provide product and technology development services to the Buyer for the development of Tocosol and related technologies. Upon the expiration or termination of the Services Agreement, upon the written notice by Seller to Buyer, the parties will negotiate in good faith to enter into a co-development and commercialization agreement in connection with the Purchased Assets.

1.4 Passage of Title; Delivery . Title to all of the Purchased Assets will pass to Buyer upon receipt of payment in full of the Purchase Price by Seller. As soon as reasonably practicable upon such payment, Seller shall deliver to Buyer possession of all of the Purchased Assets.

1.6 Taxes . Seller shall be solely responsible for and shall pay all transfer, documentary, sales, use, stamp, registration and other such taxes and fees (including any penalties and interest) incurred in connection with the sale of Purchased Assets pursuant to this Agreement, and Seller will, at its own expense, file all necessary tax returns and other documentation with respect to all such taxes and fees.

Execution Version

1.7 Representation of Seller . Seller represents and warrants that the Purchased Assets constitute all of the intellectual property, data and information related to Tocosol in its possession or with respect to which it has control, and the Seller owns, and has good, valid and marketable title to the Purchased Assets.

2. DISCLAIMER . EXCEPT AS SET FORTH IN SECTION 1.6, SELLER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE PURCHASED ASSETS, WHICH ARE SOLD “AS IS”. WITHOUT LIMITING THE FOREGOING, BUYER REPRESENTS THAT IT HAS REVIEWED THE PURCHASED ASSETS IDENTIFIED IN SCHEDULE 1 AND AGREES TO ACCEPT POSSESSION IN THEIR “AS IS” CONDITION.

3. INDEMNIFICATION . Buyer shall defend, indemnify and hold harmless Seller and its respective affiliates, officers, directors, representatives and agents, from and against any third party claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises or results from or with respect to the use, development and/or commercialization of the Purchased Assets or any products developed based on the Purchased Assets from and after the Closing Date.

4. MISCELLANEOUS .

4.1 Notices . Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent via facsimile with confirmation of receipt, when transmitted and receipt is confirmed; (c) if sent by registered, certified or first class mail, the third business day after being sent; and (d) if sent by overnight delivery via a national courier service, one business day after being sent, in each case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

If to Seller :

IgDraSol, Inc.

11100 Warner Avenue, Suite 266, Fountain Valley, CA 92708

Attn: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Snell & Wilmer L.L.P.

600 Anton Boulevard, Suite 1400

Costa Mesa, CA 92626

Attention: William Pedranti

If to Buyer :

Sorrento Therapeutics, Inc.

6042 Cornerstone Ct. W., Suite B

San Diego, CA 92121

Attn: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Cooley LLP

3175 Hanover Street, CA 94304

Attention: Glen Y. Sato

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Execution Version

4.2 Entire Agreement . This Agreement, including the Exhibit and Schedules hereto (which are incorporated herein by reference), and any other agreements referred to herein set forth the entire understanding of the parties hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof.

4.3 Amendment . This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all of the parties hereto.

4.4 Waiver .

(a) No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any person or entity in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No person or entity shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such person or entity; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

4.5 No Third Party Beneficiaries . Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or to give any person, firm or corporation, other than the parties hereto, any rights or remedies under or by reason of this Agreement.

4.6 Execution in Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto, it being understood that all parties hereto need not sign the same counterpart.

4.7 Successors and Assigns . This Agreement may not be assigned by either party hereto without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against, the parties hereto and their respective successors and permitted assigns.

4.8 Governing Law . This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).

4.9 Severability . In the event that any provision of this Agreement, or the application of any such provision to any person or entity or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or entities or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

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Execution Version

4.10 No Consequential Damages . EXCEPT FOR THE INDEMNITY OBLIGATION SET FORTH IN SECTION 3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA OR CONTENT, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT.

4.11 Remedies Cumulative; Specific Performance . Except for the express remedy provided in Section 1.2, the parties to this Agreement agree that, in the event of any breach or threatened breach by any party to this Agreement of any covenant, obligation or other provision set forth in this Agreement, for the benefit of any other party to this Agreement: (a) such other party shall be entitled (in addition to any other remedy that may be available to it) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach; and (b) such other party shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Legal Proceeding; provided that, the sole and exclusive remedy of Seller with respect to a breach by Buyer of Sections 1.2 or 1.3 shall be the right of Seller to not deliver or, if previously delivered, have returned within five (5) business days, the Purchased Assets. For purposes of this Section 4.11, “Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other governmental body or any arbitrator or arbitration panel.

[S IGNATURE P AGE F OLLOWS ]

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Execution Version

IN WITNESS WHEREOF, each of Buyer and Seller has caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above.

Asset Purchase Agreement

Exhibit A

SERVICES AGREEMENT

This Services Agreement (the “Agreement” ) is entered into as of             , 2013 (the “Effective Date” ) by and between S ORRENTO T HERAPEUTICS , I NC . , a Delaware corporation ( “STI” ) having an office at 6042 Cornerstone Court West, Suite B, San Diego, California 92121 and I G D RA S OL , I NC . , a Delaware corporation ( “IgDraSol” ) having an office at 11100 Warner Avenue, Suite 266, Fountain Valley, California 92708. STI and IgDraSol may be referred to herein individually as a “Party” and collectively as the “Parties . ”

1. D EFINITIONS . As used in this Agreement:

1.1 “Anti-Corruption Law” means all international, national, state and local laws, statutes, rules, and regulations regarding corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses to public officials and private persons, agency relationships, commissions, lobbying, books and records, and financial controls.

1.2 “Applicable Laws” means all international, national, state and local laws, statutes, rules, and regulations that are applicable to a Party’s activities hereunder, including without limitation Good Clinical Practices.

1.3 “Deliverables” means the items to be provided or actually provided by IgDraSol to STI under this Agreement, including items specifically designated or characterized as deliverables in the Development Plan mutually agreed in writing by the Parties.

1.4 “Development Plan” means the development plan and related budget for research and development of the Product and related compounds attached hereto as Exhibit A , as may be amended from time to time pursuant to Section 2.1.

1.5 “FCPA” means the U.S. Foreign Corrupt Practices Act (15 U.S.C. Section 78dd-1, et seq .) as may be amended or supplemented from time to time.

1.6 “FDA” means the United States Food and Drug Administration or any successor entity thereto.

1.7 “FTE Payments” has the meaning set forth in Section 4.2.

1.8 “Good Clinical Practices” or “GCPs” means, as applicable, the then-current Good Clinical Practices as such term is defined from time to time by the FDA or other relevant governmental authority having jurisdiction over the development, manufacture or sale of the Product pursuant to its regulations, guidelines or otherwise, as applicable.

1.9 “Intellectual Property” or “IP” means ideas, concepts, discoveries, inventions, developments, know-how, trade secrets, techniques, methodologies, modifications, innovations, improvements, writings, documentation, electronic code, data and rights (whether or not protectable under state, federal or foreign patent, trademark, copyright or similar laws) or the like, whether or not written or otherwise fixed in any form or medium, regardless of the media on which contained and whether or not patentable or copyrightable.

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1.10 “Materials” means any tangible materials supplied by STI to IgDraSol for use in connection with the Services.

1.11 “Product” means Tocosol® and related compounds.

1.12 “Records and Accounts” has the meaning set forth in Section 5.

1.13 “Research IP” has the meaning set forth in Section 6.3.

1.14 “Services” means the research and development services to be provided by IgDraSol hereunder, as specifically set forth in the Development Plan.

1.15 “Services Manager” has the meaning set forth in Section 2.3.

1.16 “Specifications” means any protocols, procedures, process parameters, analytical tests and other specifications for the Services and Deliverables included in the Development Plan.

1.17 “STI Contact” has the meaning set forth in Section 2.3.

2. S ERVICES

2.1 Development Plan. On the Effective Date, the Parties have agreed to the Development Plan that specifies the Services to be performed and Deliverables to be provided by IgDraSol hereunder, as well as the terms and conditions (including Specifications, delivery and performance schedules, fees and payment schedule) under which IgDraSol will perform such Services. STI hereby consents to IgDraSol’s use of certain Intellectual Property of STI or its licensors, relating to the Product and as specified in the Development Plan, solely as necessary to perform the Services under the Development Plan. In the event of any conflict between this Agreement and the Development Plan, this Agreement shall control. The Development Plan may only be amended by written agreement of both Parties. If the Development Plan extends beyond September 30, 2013, the parties shall negotiate in good faith an extension of the budget to cover any additional period remaining through the term of this Agreement.

2.2 Performance of Services. IgDraSol shall perform the Services in accordance with the terms of this Agreement, the Development Plan, and all Applicable Laws. IgDraSol shall provide, at its own expense, a place of work for its employees performing the Services and all equipment, tools and other materials necessary to complete the Development Plan.

2.3 Services Manager. IgDraSol shall appoint one of its employees as its “Services Manager” for the Services. The Services Manager shall be responsible for all aspects of the Services hereunder through completion of such Services. Such Services Manager shall coordinate with the person designated by STI for coordination of the Services as its “STI Contact” for the performance of the Services. Unless otherwise agreed, all communications between STI and IgDraSol regarding the conduct of the Services pursuant to the Development Plan shall be addressed between such Services Manager and STI Contact.

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2.4 Timelines . IgDraSol shall use commercially reasonable efforts to comply with any timelines, schedules or target dates for delivering to STI the Deliverables and completing the Services or any portion thereof as set forth in the Development Plan. If at any time IgDraSol anticipates a delay in meeting such timelines, IgDraSol shall promptly notify STI in writing of such anticipated delay and the estimated duration of such delay, and the Parties shall negotiate in a timely, good faith manner to resolve such anticipated delay.

2.5 Records . IgDraSol shall create and maintain written records of the data and other information generated or recorded in the performance of the Services and all other information related to the performance of the Services in a timely, accurate, complete, and legible manner. IgDraSol shall maintain such records in compliance with the terms and conditions of this Agreement, the Development Plan, and Applicable Laws. IgDraSol shall not destroy any records without STI’s prior written consent. During the course of conducting the Services, IgDraSol shall, at STI’s request and expense, provide STI with copies of the records. Promptly upon expiration or termination of this Agreement, IgDraSol shall transfer to STI copies of all records requested by STI.

2.6 Subcontracting. IgDraSol shall not subcontract or otherwise delegate any of its obligations under this Agreement without STI’s express prior written consent, such consent not to be unreasonably withheld. Upon receipt of such consent, before allowing any such subcontractor to begin performing such task, IgDraSol shall enter into a written agreement with such subcontractor that obligates such subcontractor to be bound by the applicable terms and conditions of this Agreement, in the same manner as such terms and conditions apply to IgDraSol. All such subcontractors shall be retained directly by IgDraSol and no contractual relationship shall be created between STI and subcontractors. STI shall have no obligation to pay any subcontractor, and IgDraSol shall do so using the payment submitted by STI as part of the overall budget set forth in the Development Plan. As between STI and IgDraSol, IgDraSol shall be the Party obligated and responsible for the performance of all Services hereunder, regardless of whether any portion of such Services is delegated pursuant to this Section 2.6.

2.7 Employees. Subject to Section 2.6, IgDraSol shall conduct the Services through its employees and consultants approved in advance by STI. IgDraSol shall ensure that each of its employees and consultants who will have access to any Confidential Information or perform any Services are bound by contractual obligations (either through their employment contract, consultant contract or other written agreement with IgDraSol) that protects STI’s rights and interests to at least the same degree as this Agreement.

2.8 Materials. STI shall be responsible for providing IgDraSol with sufficient amounts of the Materials for IgDraSol to perform the Services. Title to the Materials shall remain with STI. IgDraSol shall use the Materials solely to perform the Services under the Development Plan and for no other purpose, and in compliance with STI’s instructions and Applicable Laws. IgDraSol shall not sell, transfer, disclose or otherwise provide access to the Materials to any person or entity without the prior written consent of STI. Upon completion of the applicable Services or earlier upon STI’s request, IgDraSol shall, according to STI’s instructions, return the Materials to STI or destroy the Materials and certify such destruction in writing.

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2.9 Reports . Upon completion of all Services under the Development Plan, or at such other times as set forth in the Development Plan, IgDraSol shall provide STI with a written report summarizing all records and Services completed to date, in both electronic and hard copy.

3. I NDEPENDENT C ONTRACTOR R ELATIONSHIP . IgDraSol’s relation to STI under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between STI and any of IgDraSol’s employees or agents. Neither Party is the agent of the other Party and neither Party is authorized, and must not represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of the other Party.

4. C OMPENSATION

4.1 Fees. Subject to the terms and conditions of this Agreement, STI shall pay IgDraSol the fees specified in the Development Plan ( “Fees” ) as IgDraSol’s sole and complete compensation for all Services (including Deliverables, and Intellectual Property rights) provided by IgDraSol under this Agreement. No other fees shall be owed by STI under this Agreement. Such Fees are contemplated to include FTE Payments and Expenses (as defined in Section 4.2 below).

4.2 Reimbursement of FTE Payments and Expenses. STI shall reimburse IgDraSol for its full time employees (“ FTEs ”) actually utilized in the provision of Services at the FTE rate set forth in the Development Plan, to the extent within the number of FTEs set forth in the budget in such Development Plan (the “ FTE Payments ”) as well as any out-of-pocket costs and expenses previously approved by STI (“ Expenses ”).

4.3 Invoice. IgDraSol shall provide STI with written, itemized monthly invoices in accordance with the payment schedule set forth in the Development Plan, with each such invoice specifying the Services performed for which payment is being requested, the FTE Payments (including itemized expenses) and adequate supporting documentation. If at any time IgDraSol anticipates that the Fees under the Development Plan would exceed the budget set forth therein, IgDraSol shall promptly notify STI in writing of such anticipated budget overrun and the amount thereof, and the Parties shall in good faith renegotiate the budget as necessary to meet the goals of the Development Plan.

4.4 Payments. Unless otherwise expressly provided in the Development Plan, payment to IgDraSol of FTE Payments and Expenses                      shall be paid as follows:                                                                                                  . Payments shall be addressed to:

4.5 Disputed Amounts. For disputed invoices or the disputed portion of an invoice, STI shall use reasonable efforts to provide to IgDraSol, in writing, within ten (10) business days, a description of the disputed amounts. STI and IgDraSol shall negotiate in a timely, good faith manner to resolve billing queries.

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5. A UDITS . IgDraSol shall maintain accurate and complete records and accounts relating to Services provided hereunder, and, in accordance with generally-accepted accounting principles, complete and accurate records of employee time as well as expenses incurred sufficient to document the Fees invoiced to STI for at least three (3) years following the date of the invoice (“ Records and Accounts ”). Upon request by STI provided with reasonable prior notice, IgDraSol shall allow STI or STI’s authorized representatives to visit IgDraSol’s facilities during normal business hours to observe and verify IgDraSol’s compliance with this Agreement, review the Records and Accounts, inspect those facilities of IgDraSol which are being utilized in the Services, and/or to make copies of relevant records. If the audit reveals any overpayment by STI, IgDraSol shall promptly refund IgDraSol such overpaid amount and if the audit reveals any underpayment by STI, STI shall promptly pay IgDraSol such underpaid amount. In addition, if the amount of any such overpayment revealed in an audit exceeds five percent (5%) of the amounts actually due during the period being audited, IgDraSol shall reimburse STI for the costs of any said audit.

6. I NTELLECTUAL P ROPERTY

6.1 STI Intellectual Property . Subject to the rights granted in Section 2.1, STI shall retain all right, title and interest in and to all Intellectual Property owned or known by STI prior to the Effective Date or made or acquired by STI during the Term.

6.2 IgDraSol Intellectual Property . Subject to the licenses set forth in Section 6.4 and except as otherwise expressly assigned or licensed pursuant to a separate agreement, IgDraSol shall retain all right, title and interest in and to all Intellectual Property owned by IgDraSol prior to the Effective Date or made by IgDraSol during the Term independent of this Agreement.

6.3 Research Intellectual Property .

6.3.1 Ownership . STI shall own all right, title and interest in and to the Deliverables and all intellectual property rights and know-how therein, as well as all Intellectual Property or know-how made or developed solely or jointly by IgDraSol in the course of performing the Services or otherwise under this Agreement (collectively, the “Research IP” ). STI grants IgDraSol a non-exclusive, royalty-free, non-transferable, perpetual license to use Deliverables solely for internal quality assurance of regulated laboratory operations.

6.3.2 Disclosure and Assignment. IgDraSol shall notify STI in writing of any and all Research IP promptly after its conception, development or reduction to practice. IgDraSol hereby assigns and transfers to STI all of its right, title and interest in and to the Research IP and agrees to take, and to cause its employees, agents, and consultants to take, all further acts reasonably required to evidence such assignment and transfer to STI, at STI’s reasonable expense. STI shall have the sole right and discretion, at its expense, to prepare, file, prosecute and maintain any patent applications and patents claiming the Research IP.

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6.4 License Grants to STI. IgDraSol hereby grants to STI a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid, sub licensable (through multiple tiers) license under all IP owned by IgDraSol incorporated into the Deliverables to exploit the Deliverables.

7. C ONFIDENTIALITY

7.1 Confidential Information. All information that is disclosed or provided by one Party to the other Party pursuant to this Agreement shall be “ Confidential Information ” of the disclosing Party. Confidential Information may be disclosed by either Party in oral, written or other tangible form or otherwise learned by the receiving Party under this Agreement, and may include, but not be limited to, the disclosing Party’s research, development, preclinical and clinical programs, data and results; pharmaceutical or biologic candidates and products; inventions, works of authorship, trade secrets, processes, conceptions, formulas, patents, patent applications, and licenses; business, product, marketing, sales, scientific and technical strategies, programs and results, including costs and prices; suppliers, manufacturers, customers, market data, personnel, and consultants; and other confidential or proprietary matters related to the Services. In addition, all Research IP, records and reports delivered under Section 2.9 shall be deemed Confidential Information of STI. Except to the extent expressly authorized by this Agreement or by the disclosing Party in writing, during the Term and for                                        thereafter, each Party shall maintain in strict trust and confidence and shall not disclose to any third party or use for any purpose other than as provided for in this Agreement any Confidential Information of the other Party. IgDraSol may use the Confidential Information of STI only to the extent required to perform the Services and for no other purpose. Neither Party shall use the Confidential Information of the other Party for any purpose or in any manner that would constitute a violation of Applicable Laws.

7.2 Exceptions. The obligations of confidentiality and nonuse set forth in Section 7.1 shall not apply to any specific portion of information that a Party can demonstrate by competent written proof: (a) is in the public domain or comes into the public domain through no fault of the receiving Party; (b) is furnished to the receiving Party by a third party rightfully in possession of such information not subject to a duty of confidentiality with respect thereto, as shown by the receiving Party’s written records contemporaneous with such third party disclosure; (c) is already known by the receiving Party at the time of receiving such Confidential Information and as evidenced by the receiving Party’s prior written records; or (d) is independently developed by the receiving Party’s employee or agent who had no access to the other Party’s Confidential Information, as demonstrated by the receiving Party’s independent written records contemporaneous with such development.

7.3 Authorized Disclosure. Notwithstanding the foregoing in this Section 7, a Party may disclose certain Confidential Information of the other Party to the extent such disclosure is required by Applicable Laws, or pursuant to a valid order of a court or other governmental body having jurisdiction; provided , however , that the receiving Party provides the disclosing Party with reasonable prior written notice of such disclosure and reasonable assistance in obtaining a protective order or confidential treatment preventing or limiting the disclosure and/or requiring that such Confidential Information so disclosed be used only for the purposes for which the Applicable Law required, or for which the order was issued.

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7.4 Third Party Confidential Information. Neither Party shall disclose to the other Party any confidential or proprietary information that belongs to any third party unless the disclosing Party first obtains the consent of such third party. The disclosing Party shall not represent to receiving Party as being unrestricted any designs, plans, models, samples, or other writings or products that disclosing Party knows are covered by valid patent, copyright, or other form of intellectual property protection belonging to a third party.

7.5 Return of Confidential Information . Upon termination or expiration of the Agreement, or upon written request of disclosing Party, receiving Party shall promptly return or destroy all documents, notes and other tangible materials representing disclosing Party’s Confidential Information and all copies thereof; provided , however , that receiving Party may retain a single archival copy of such Confidential Information for the sole purpose of facilitating compliance with the surviving provisions of this Agreement.

7.6 Injunctive Relief. The Parties expressly acknowledge and agree that any breach or threatened breach of this Section 7 by one Party may cause immediate and irreparable harm to the other Party that may not be adequately compensated by damages. Each Party therefore agrees that in the event of such breach or threatened breach by receiving Party, and in addition to any remedies available at law, disclosing Party shall have the right to seek equitable and injunctive relief, without bond, in connection with such a breach or threatened breach.

8. R EPRESENTATIONS AND W ARRANTIES

8.1 Due Authorization. Each Party represents and warrants that (a) it has the full power and authority to enter into this Agreement, (b) this Agreement has been duly authorized, (c) this Agreement is binding upon it, and (d) the execution of and its performance under this Agreement is not inconsistent with any contractual obligation with a third party.

8.2 No Debarred Person. IgDraSol represents and warrants that it will not employ, contract with, or retain any person directly or indirectly to perform the Services under this Agreement if such person is under investigation by the FDA for debarment or is presently debarred by the FDA pursuant to the Generic Drug Enforcement Act of 1992, as amended (21 U.S.C. § 301, et seq. ). In addition, IgDraSol represents and warrants that it has not engaged in any conduct or activity that could lead to any such debarment actions. If during the Term, IgDraSol or any person employed or retained by it to perform the Services (a) comes under investigation by the FDA for a debarment action, (b) is debarred, or (c) engages in any conduct or activity that could lead to debarment, IgDraSol shall immediately notify STI of same.

8.3 No Infringement. Each Party represents and warrants that to its knowledge, the performance of the Services will not infringe or misappropriate, and the Deliverables or any element thereof will not infringe or misappropriate, any intellectual property right of any third party.

8.4 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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8.5 Compliance with Law. Each Party represents and warrants that in its performance of this Agreement, (a) it will comply with all Applicable Laws, including the FCPA and other applicable Anti-Corruption Laws; and (b) it shall take no action that would cause the other Party to be in violation of the FCPA or other applicable Anti-Corruption Laws.

9. I NDEMNIFICATION ; L IMITATION OF L IABILITY

9.1 By IgDraSol. IgDraSol shall indemnify, defend and hold harmless STI and its affiliates and their respective directors, officers, employees, and agents (the “STI Indemnitees” ) from and against any and all costs, expenses, liabilities, damages, losses and harm (including reasonable legal expenses and attorneys’ fees) arising out of or resulting from any third party suits, claims, actions, or demands (collectively, “Claims” ), to the extent resulting from or caused by: (a) the negligence, recklessness or willful misconduct of any IgDraSol Indemnitee; or (b) IgDraSol’s breach of its obligations, warranties, or representations under this Agreement, except in each case to the extent that a Claim arises out of or results from the negligence, recklessness or willful misconduct of any STI Indemnitee or STI’s breach of its obligations, warranties, or representations under this Agreement.

9.2 By STI. STI shall indemnify, defend and hold harmless IgDraSol and its directors, officers, employees, and agents (the “IgDraSol Indemnitees” ) from and against any and all Claims to the extent resulting from or caused by: (a) the negligence, recklessness or willful misconduct of any STI Indemnitee; (b) STI’s breach of its obligations, warranties or representations under this Agreement; or (c) STI’s use of the Deliverables, except in each case to the extent that a Claim arises out of or results from the negligence, recklessness or willful misconduct of any IgDraSol Indemnitee or IgDraSol’s breach of its obligations, warranties, or representations under this Agreement.

9.3 Indemnification Conditions and Procedures. Each Party’s agreement to indemnify, defend and hold harmless the other Party is conditioned on the indemnified Party: (a) providing written notice to the indemnifying Party of any claim or demand for which is it seeking indemnification hereunder promptly after the indemnified Party has knowledge of such claim; (b) permitting the indemnifying party to assume full responsibility to investigate, prepare for and defend against any such claim or demand, except that the indemnified Party may cooperate in the defense at its expense using its own counsel; (c) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation of, preparing for and defense of any such claim or demand; and (d) not compromising or settling such claim or demand without the indemnifying Party’s prior written consent.

9.4 Limitation of Liability. EXCEPT FOR DAMAGES AVAILABLE FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 AND THE INDEMNIFICATION RIGHTS AND OBLIGATIONS UNDER SECTION 9, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

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10. T ERM AND T ERMINATION

10.1 Term. The term of this Agreement (the “ Term ”) shall commence on the Effective Date and, unless earlier terminated in accordance with this Section 10, shall continue for                          after the Effective Date.

10.2 Termination for Breach. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches this Agreement and does not fully cure the breach to the non-breaching Party’s satisfaction within                          after such Party gives notice of the breach to the other Party.

10.3 Effects of Termination

10.3.1 Survival. Sections 1, 2.8, 3, 6, 7, 9 (solely to the extent the Claims can be attributed to action or omission during the Term), 10 and 11 shall survive any termination or expiration of this Agreement. Termination or expiration of this Agreement shall not affect either Party’s liability for any breach of this Agreement it may have committed before such expiration or termination.

10.3.2 Retention by IgDraSol of Certain STI Property. Upon termination of this Agreement pursuant to Section 10.2, as directed by STI IgDraSol shall (a) return or destroy any materials, if any, (b) return to STI the Confidential Information, as set forth in Sections 2.8 and 7.5, and (c) deliver to STI, or destroy at STI’s request, the Deliverables (in whatever stage of development or completion); provided that IgDraSol shall have the right to any and all right, title and interest to the STI Property developed pursuant to this Agreement that is not necessary or useful with respect to the Product. STI shall provide reasonable cooperation in transferring the relevant STI Property to which IgDraSol has title pursuant to this Section 10.3.2.

11. G ENERAL P ROVISIONS

11.1 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

11.3 No Assignment. This Agreement and IgDraSol’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by IgDraSol without STI’s express prior written consent. STI may assign this Agreement or any of its rights under this Agreement to any third party without IgDraSol’s consent to any party that acquires all right, title and interest to the Product. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the Parties hereto. Any attempted assignment, delegation, or transfer in violation of the foregoing shall be null and void.

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11.4 Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent via facsimile with confirmation of receipt, when transmitted and receipt is confirmed; (c) if sent by registered, certified or first class mail, the third business day after being sent; and (d) if sent by overnight delivery via a national courier service, one business day after being sent, in each case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

If to IgDraSol :

IgDraSol, Inc.

11100 Warner Avenue, Suite 266, Fountain Valley, CA 92708

Attn: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Snell & Wilmer LLP

600 Anton Blvd., Suite 1400

Costa Mesa, CA 92626

Attention: William Pedranti

If to STI :

Sorrento Therapeutics, Inc.

6042 Cornerstone Ct. W.

San Diego, CA 92121

Attn: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

Attention: Glen Y. Sato

11.5 Remedies. The rights and remedies provided to each Party in this Agreement are cumulative and in addition to any other rights and remedies available to such Party at law or in equity.

11.6 Construction. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement. No rule of strict construction will be applied in the interpretation or construction of this Agreement

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11.7 Amendment. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all of the parties hereto.

11.8 Waiver.

(a) No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any person or entity in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No person or entity shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such person or entity; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

11.9 Entire Agreement. This Agreement, including the Exhibit hereunder, is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the Parties.

11.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute together the same instrument. Each Party may execute this Agreement by facsimile transmission or in Adobe™ Portable Document Format (PDF) sent by electronic mail. In addition, facsimile or PDF signatures of authorized signatories of either Party will be deemed to be original signatures and will be valid and binding, and delivery of a facsimile or PDF signature by either Party will constitute due execution and delivery of this Agreement.

<Signature Page to Follow>

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I N W ITNESS W HEREOF , the Parties have executed this Services Agreement as of the Effective Date.

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Schedule 1

Miscellaneous Equipment, Documentation and Data

The following documentation, data with respect to the product candidate known as “Tocosol” to the extent maintained by Seller:

(A) Miscellaneous equipment which could be useful for formulation studies with Tocosol

(B) Database of SAS Materials (in available format).

(C) The following documentation (whether in paper or electronic form):

Asset Purchase Agreement

(B) Trademarks