Academia Sinica

&
Fountain Biopharma Inc.

Exclusive License Agreement

Academia Sinica Reference No.: 28A-990329-1E

AC1101
 Exclusive License Agreement
Academia Sinica Reference No.: 28A-990329-1E

Contracting Parties:
Licensor: Academia Sinica (hereinafter referred to as Party A)
Licensee: Fountain Biopharma Inc. (hereinafter referred to as Party B)
For the license of the specific technology, both parties enter into this Contract and reach the
agreement on the terms and conditions as follows:

Article 1: Specific technology

1. Licensed Subject: The results of the research on Anti-CεmX New Antibody Drug
Development (hereinafter referred to as “this Document”) achieved by Party A’s
researchers including Distinguished Research Fellow Tse-Wen Chang of the Genomics
Research Center.
2. This Document includes the “invention technology” and “licensed patent” as follows:
(1) The “Invention Technology” (See Appendix 1) refers to Party A’s existing
technological data and information, including the information in the patent
application documents, regardless of the nature belongs to confidential or not.
(2) The “Licensed Patent” (See Appendix 2) refers to any patent certificates and patent
applications granted under the patent applications filed by Party A, as well as any
relevant patents which have the possibility of being divided, continued, or re-
issued from the aforementioned items.
3. Party A agrees not to re-license to any third party within the term of this Contract after
licensing this Document to Party B for usage according to Clause 1 of Article 2 in this
Contract.
4. The product produced or assembled by Party B as a result of the usage or
implementation of this Document, or with the technology developed according to this
Document, shall be collectively referred to as “this Product”.

Article 2: Mutual agreement

1. Party A agrees to grant Party B the exclusive rights to the usage, implementation,
reproduction, and modification of this Document; Party A further agrees to grant Party B
the rights to market and sell this Product; Party B agrees to undertake the rights to the
usage, implementation, reproduction, and modification of this Document, as well as the
rights to market and sell this Product.
2. When undertaking the rights hereunder according to the previous Clause, Party B may
request Party A to offer consultancy services, of which the particulars shall be
determined through negotiation between both parties. However, the fee of the
consultancy services provided by Party A shall be otherwise charged.

Article 3: Exclusive license and licensed content

1. This Document shall constitute a part of this Contract.
2. Party A agrees to license to Party B the exclusive rights to the usage, implementation,
reproduction, and modification of this Document, as well as the rights to market this
Product within the scope of worldwide allergic drugs. Party B shall comply with the
relevant regulations on the hi-tech product export control in the R.O.C. and the licensed

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 regions.
3. Sub-licensing: Party B may sub-license the licenses and rights granted hereunder to a
third party only after Party B has obtained a signed letter of consent from said third party
in which the third party agrees to abide by the terms and conditions of this Contract
when exercising the rights so granted while undertaking all the obligations to be
undertaken by the Party B as stipulated in this Contract. The Licensee shall notify Party
A in writing within 30 days after completing the sub-licensing and submit one sub-
licensing contract to Party A. Whenever the Party B sub-licenses to any other party in
the future, the sub-licensee shall also comply with this Contract.
4. Transfer of technical data and explanation:
(1) Party A shall transfer and explain the technical data to Party B no later than the
payment date of the third installment of the license fee (July 31, 2012); the time,
place, process, and other particulars of the consultancy session shall be determined
by negotiation between both parties.
(2) Party B may request Party A to offer the detailed consultancy services for the
implementation of “this Document” during the term of this Contract; however,
Party B shall pay the consultancy services fee to Party A according to Party A’s
regulations on the consultancy services charge. The time, place, process, and other
particulars of the consultancy session shall be determined by negotiation between
both parties.
5. Party A, Party B, or any other Licensee may carry out subsequent independent research
and development (hereinafter referred to as the “Follow-Up Research And
Development”) based on the licensed subject after this Contract takes effect; if the
research and development results are beyond the technical state and level of the licensed
subject, and are patentable in accordance with the criteria as stipulated by the “Patent
Law of the Republic of China”, then the individual parties may decide to publish or
apply for a patent based on its Follow-Up Research And Development, or to protect said
Follow-Up Research And Development in the form of trade secrets.

Article 4: License fee, milestone, royalty, patent fee, and sub-license fee
1. License fee: As the consideration of the license to be offered according to this Contract,
Party B agrees to pay Party A the license fee in the total amount of , which shall be
appropriated to Party A in three installments after entering into this Contract:
(1) First installment: Within 30 days after the effective date of this Contract (Prior to
May 1, 2011), Party B shall pay Party A 50% of the license fee in the amount of
;
(2) Second installment: Prior to December 15, 2011, Party B shall pay Party A 25% of
the license fee in the amount of ;
(3) Third installment: Prior to July 31, 2012, Party B shall pay Party A 25% of the
license fee in the amount of .
2. Milestones: Party B (or sub-licensee) agrees to pay Party A in a lump sum after the
following objectives are achieved. The objective shall be deemed as established within
thirty days after Party B (or sub-licensee) is informed of the achievement of such
objective.
(1) Objective 1: The first instance upon which the United States (hereinafter referred
to as USA) Food and Drug Administration (FDA) confirms and approves the new
drug application filed by Party B (or sub-licensee) for the developed and produced
product, which is the Licensed Subject according to Clause 1 of Article 1 hereof,

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 Party B (or sub-licensee) shall make the payment of to Party A;
(2) Objective 2: The first instance upon which the European Agency for the Evaluation
of Medicinal Products, (hereinafter referred to as EMEA) confirms and approves
the application filed by Party B (or sub-licensee) for the commercial marketing of
the developed and produced product, which is the licensed subject according to
Clause 1 of Article 1 hereof, within the European Union (hereinafter referred to as
EU), Party B (or sub-licensee) shall make the payment of to Party A;
3. Royalty:
(1) This Document or the product produced or assembled with the technology
contained in this Document shall be collectively referred to as this Product in this
Contract by Party B (or sub-licensee).
(2) During the term of this Contract, Party B (or sub-licensee) agrees pay to Party A
royalty fees, which is calculated, according to the table below, at the net sales of
this Product sold by Party B (or sub-licensee). The “Net Sales” refers to net
amount of the total sales deducted by the sales return and sales allowance. The
royalties shown in the table below shall be calculated on a progressive basis. For
example: .

(3) When Party B (or sub-licensee) loads the Product onto a ship, delivers this Product
to the third party, makes this Product the subject of a barter trade or a lease, or
transfers this Product to a third party by any other means, then this Product shall be
deemed as sold, and a royalty shall be paid to Party A.
(4) In the event where a sale, as deemed by the previous section (Section 3), is without
an invoice to determine the price, then the unit price of the Product shall be equal
to the maximum unit price in the sales invoice of this Product within the
corresponding period. In the event that this Product is not sold within the
corresponding period and the invoice amount of this Product cannot be determined
in the aforementioned method, Party A is entitled to unilaterally determine the
price on the basis of the market price.
4. Patent fee: With regards to the “licensed patent” (See Appendix 2) licensed by Party A to
Party B, the patent application fee and maintenance fee incurred within the term of this
Contract shall paid by Party B; however, that Party A shall be still the patent owner.
5. Sub-license:
(1) Royalty of sub-license: Party B may sub-license the licenses and rights acquired
hereunder to a third party, and Party B shall pay Party A the Royalty for said sub-
license with the following methods:
a. If Party B sub-licenses prior to filing for the investigative new drug application
(hereinafter referred to as IND) in the USA for this Product produced with the
licensed subject in Clause 1 of Article 1 herein, Party B shall pay Party A
________of the license royalty received by Party B.
b. If Party B sub-licenses after filing for the IND in the USA and prior to proposing
the phase-I clinical trial in the USA for this Product produced with the licensed
subject in Clause 1 of Article 1 herein, Party B shall pay Party A the license

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 royalty received by Party B of ________.
c. If Party B sub-licenses after completing the phase-I clinical trial and prior to
proposing the phase-II clinical trial for this Product produced with the licensed
subject in Clause 1 of Article 1 herein, Party B shall pay Party A the license
royalty received by Party B of ________.
d. If Party B sub-licenses after completing the phase-II clinical trial for this
Product produced with the licensed subject in Clause 1 of Article 1 herein, and
prior to the USA FDA confirms and approves the application for the new drug,
Party B shall pay Party A the license royalty received by Party B of ________.
(2) Milestones: The sub-licensee shall pay Party A the milestones according to Clause
2 of Article 4 herein.
(3) Royalty: the sub-licensor shall pay Party A the royalty, which is calculated based
on the Net Sales, according to Clause 3 of Article 4 herein.

Article 5: Terms of payment

1. Payment of license fee
Party B shall pay Party A the royalty according to Clause 1 of the previous Article.
2. Payment of milestones
Party B (or sub-licensee) shall pay Party A the milestones payment as stated in Clause 2
of the previous Article in a lump sum within 60 days after each milestone is achieved.
3. Payment of royalty
Party B (or sub-licensor) shall pay Party A the royalty according to Clause 3 of the
previous article within 60 days after every December 31 (hereinafter referred to as the
royalty closing day).
4. Payment of sub-license fee
Party B shall pay Party A the sub-license fee as stated in Clause 5 of the previous article
in a lump sum within sixty days after the sub-license contract takes effect.
5. The payable payment by Party B to Party A according to this Contract shall be paid by
means of remittance or check. In the case of a check payment, the content and format of
such check shall comply with the requirements of Party A, and the payment shall be
deemed as completed when the amount of such check is cashed by the bank and
transferred into Party A’s account.

Article 6: Auditing of account books

1. Party B shall properly create and keep the account books and relevant documents related
to the sales of this Product; Party A shall appoint its staff to join the accountant in
auditing the aforementioned account books and documents at Party B’s premises.
However, Party A shall notify Party B of the aforementioned auditing in advance, and
carry out the action during Party B’s normal business hours at Party A’s own cost. Party
B shall offer all the assistance necessary for the auditing to be carried out by Party A,
and shall permit Party A to photocopy or to copy said account books and documents.
2. From the date on which this Product is officially released on the market, Party A shall
request Party B to provide the annual sales report every year, which shall conform to the
general accounting requirements.

Article 7: No warranty
1. Except for the otherwise expressly specified herein, Party A shall undertake no warranty
liability, including the applicability of this Document or the possibility of the Product

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 commercialization.
2. Party A shall guarantee to execute this Contract in good faith, and to assist Party B in the
successful and independent production of this Product; however, Party A shall not
guarantee that the efforts made by Party A will enable Party B to produce this Product.

Article 8: Confidentiality
1. Party B shall, with the care as a good administrator, keep this Document and other
relevant information known or held due to this Contract, and shall not disclose this
Document and such information to any third party. The breach of this Article by Party
B’s employee, outsourcing manufacturer, dealer, and agent shall be deemed as the
breach of this Article by Party B.
2. The execution of this Document requires the stipulation of the level of secrecy in
accordance with the “Key Points to Confidentiality of Scientific and Technical
Documents”, and the assumption of confidentiality liabilities as well as the adoption of
necessary measures for various possible channels of disclosure; it also requires the
compliance of Article 2, Article 3, and Article 7 of the “Precautions for Scientific and
Technological Exchange between Scientific Research Institutions in Taiwan and
Mainland China”, the relevant laws and regulations, and the relevant confidentiality
requirements of Academia Sinica. The violator shall assume the legal liability. The
provisions referred to in this article shall be included in Appendix 3 as the specification.

Article 9: Liability for infringement

1. In the event that the usage, implementation, reproduction, and modification of this
Document, or the Product, derivative products, or improvement products produced by
Party B infringes the right of any third party or results in the occurrence of damage,
Party A shall undertake no liability to Party B or such third party, except for those
attributable to the reasons, which are deliberately concealed and not notified to Party B
by Party A. In the event that Party A suffers from the damage or involves in the litigation
for any reason attributable to Party B, Party B shall indemnify Party A for all the
damaged incurred (including but not limited to the lawyer fee and litigation cost).
2. In the event that Party B is involved in the litigation under the situation as stated in the
previous clause, Party A amy provide Party B with the relevant information, documents
and items.
3. In the event that the usage, implementation, reproduction, and modification of this
Document, if Party B discovers the infringement of its rights by any third party, Party B
shall notify Party A immediately. If the aforementioned infringement is with prejudice to
Party A’s rights, Party A may otherwise participate in the litigation in order to claim for
the compensation for the damage, while Party B may make the consolidated claim on
behalf of Party A. If Party B does not intend to make the claim, Party A shall make such
claim independently; in such case, Party B shall be in full cooperation and provide the
necessary documents at the request of Party A.
4. The aforementioned infringement for any reason not attributable to Party A or without
prejudice to Party A’s rights shall not apply.

Article 10: Default events and consequences

1. If Party B fails to satisfy the phase requirements as stated in Clause 2 of Article 4
(License fee, milestone, royalty, and patent fee), Party A shall have the right to terminate
this contract on the 10th day after the expiration date on which such phase requirements

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 shall be satisfied.
2. If Party B fails to execute the provisions of Article 5 (Terms of payment), based on the
default event, Party A shall have the right to request a penalty payment from Party B in
the amount equal to 0.3% of the debt for every overdue day.
3. If Party B fails to execute the provisions of Article 6 (Auditing of account books), based
on the default event, Party A shall have the right to request a penalty payment from Party
B in the amount of TWD 10,000 for every overdue day, while Party B shall submit the
required records and reports.
4. If Party B’s production record or sales report contains false content, Party B shall pay
Party A all the costs incurred from auditing, while, based on the default event, Party A
shall have the right to request Party B for the payment of the unpaid amount or balance,
and the payment of a penalty in the amount equal to 10 times of such unpaid amount or
balance.
5. If Party B delays any payment to Party A, Party A shall notify Party B in writing of a
correction deadline; if no correction is made by the deadline according to the
notification, then Party A shall have the right to terminate this Contract.
6. If Party B violates the provisions in Clause 2 of Article 3 (Licensed content), Party B
shall assign the benefits from this Contract and the benefits from the violation of the
provisions in Article 3 to Party A, while Party A shall have the right to terminate this
Contract by the otherwise written notice.
7. If Party B violates the provisions in Article 8 (Confidentiality), Party B shall pay Party A
the punitive penalty in the amount of TWD One Million, and Party A shall have the right
to terminate this Contract by written notice.
8. If Party B violates the provisions in Article 11 (Product labeling and the use of the name
and the logo of “Academia Sinica”), Party B shall pay Party A the punitive penalty in the
amount of TWD One Million; if Party B fails to make correction by the deadline as
stipulated in the written notice received from Party A, then Party A shall have the right
to terminate this Contract by written notice.
9. If either party violates the provisions in any article hereof, the non-violating party shall
notify the violating party in writing to make correction within 30 days. If the violating
party fails to make the correction by the deadline, the non-violating party shall have the
right to terminate this Contract by written notice.
10. In any of the following cases, Party A shall have the right to terminate this Contract by
written notice:
(1) Party B implements the reorganization, files for, or is filed for reorganization.
(2) Party B is dissolved, adopts the resolution of dissolution, or is ordered or ruled to
dissolve.
(3) Party B is merged, adopts the resolution of merger, is bankrupt, or files or is filed
for an adjudication of bankruptcy.
(4) Party B’s main assets are seized, or are insufficient to repay the debts, or sufficient
facts exist to demonstrate the potential risk of the situation as stated in this Clause.

Article 11: Product labeling and the use of the name and the logo of “Academia Sinica”
1. Prior to the patent grant to this Document, Party B agrees to clearly label this Product
(or its packaging container, or with a label), which is created based on the application of
this Document, with the words “Patent Applying”; the Patent Publication Number shall
be clearly labeled after the patent is granted to this Document.
2. Without the written consent of Party A, Party B shall not utilize the name, logo, or

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 trademark of Party A, Party A’s employee, and subordinate organizations in any manner
(including but not limited to advertisement, instructions to the product/investment and so
on), nor make the correlation of business development between both parties known to
the public by any means.

Article 12: Termination

1. Upon the termination of this Contract, the non-negligence party shall have the right to
make the claim to the violating party for the compensation for the damage incurred to
the non-negligence party in addition to the exercise of the rights under this Contract and
relevant laws.
2. Upon the termination of this Contract, Party B shall cease to exercise its rights to this
Document and this Product immediately, and shall return this Document, the
photocopies and handwritten copies thereof back to Party A immediately. In the event
that Party B has the proof sufficient to demonstrate that the Product is manufactured
prior to the termination of this Contract, then further marketing of this Product is
allowed; however, Party B shall pay the royalty according to the relevant provisions
herein.
3. The provisions in Article 6 (Auditing of account books), Article 7 (No warranty), Article
8 (Confidentiality), Article 11 (Product labeling and the use of the name and the logo of
“Academia Sinica”), Article 12 (Termination), and Article 17 (Consensual jurisdiction)
shall survival after the termination of this Contract.

Article 13: Invalidity and restoration

1. In the event that the license fee, milestone, or royalty hereunder is not paid by the due
date, unless both parties has reached a consensus otherwise, the grace period shall be
thirty days after Party A sends a notice.
2. In the event that the license fee, milestone, or royalty hereunder is not paid within such
grace period, this Contract shall be invalid on the day following the expiration of the
grace period. However, Party A shall retain the right to terminate this Contract during the
suspension period of this Contract.
3. During the suspension period of this Contract, if Party A does not terminate this Contract
in writing, Party B shall have the right to file the application for validity restoration
within two years from the starting date of the invalid period. The suspension period after
the restoration shall be calculated on the basis of the remaining effective period of this
Contract.
4. With regards to the application for the validity restoration as stated in the previous
Clause, the validity of the Contract shall be restored from A.M. 0:00 of the following
day if Party A gives the consent and Party B pays off the all fees owed.
5. The legal relationship during the suspension period of this Contract shall be subject to
Article 12 “Termination” of this Contract.

Article 14: Payment of tax

The business tax incurred from the execution of this Contract shall be paid by Party B, the
stamp tax shall be paid by either party respectively, and any other tax shall be paid by the
party to which such tax incurs.

Article 15: Contact persons under this Contract

1. Both parties agree to designate the following as the contact persons and contact

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 information under this Contract:
(1) Party A: Mr. Chi-Ming Liang as the Director of the Public Affairs Section
Public Affairs Section of Academia Sinica (Technology Transfer)
Address: No.128, Segment 2, Research Institute Road, Nangang
District, Taipei City
Telephone: (02) 2789-9383 ext. 101
Fax: (02) 2651-8049
Email: cmliang@gate.sinica.edu.tw
(2) Party B’s contact person under this Contract: Dr. Tong-Young Lee
Address: Room 19F-1, Building F, No.3, Yuanqu Street, Nangang
District, Taipei City
Telephone: (02) 2655-8558 ext. 601
Fax: (02) 2655-8559
Email: tyl@fountainmab.com
2. In case of any change in either party’s contact person under this Contract and the contact
information, such party shall notify the other party in writing of such change, which
shall become valid upon the delivery of the written notice.

Article 16: Term of this Contract

1. This Contact shall take effect on April 6, 2011.
2. The term of this Contract shall start from the effective date and end on February 25,
2030 (Expiration date of the Licensed Patent).
3. From the validity date of this Contract and until the official marketing of this Product,
Party A shall have the right to request Party B to submit one product development report
every two years. In the event that Party B fails demonstrate its efforts in the
development of the Products or the assumption of the responsibility for relevant business
development, Party A shall have the right to notify Party B to make corrective actions
within a limited period; if Party B fails to make the correction within the limited period,
Party A shall have the right to terminate this Contract.

Article 17: Consensual jurisdiction

1. The matters not covered in this Contract shall be solved through the mutual agreement
between both parties in good faith.
2. Both parties reach the consensus to designate Taipei District Court as the governing
court for the first instance in the event that this Contract involves in a lawsuit.

Article 18: Complete agreement

1. This Contract and the appendix hereto shall constitute the complete agreement of both
parties on the subject. Any matter not included in this Contract and the appendix hereto
as agreed between both parties before this Contract takes effect shall not be binding on
both parties.
2. The appendix hereto shall have the same effect as this Contract. In case of the conflict
between them, this Contract shall prevail.

Article 19: Copies of this Contract

This Contract is quintuplicated: Party A holds three copies, and Party B holds two copies.

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10
The parties hereto have reviewed the contents of all the terms and conditions of this Contract
within a reasonable period of time, and make the commitment to affix the seals as follows:

Parties to this Contract:

Party A: Academia Sinica

Representative: Director Chi-Huey Wong

Authorized Signatory: Andrew H.-J. Wang Signature (or Seal)

Title: Vice-Director

Program Leader: Tse-Wen Chang Signature (or Seal)

Institute: Distinguished Research Fellow

Mailing Address: No.128, Segment 2, Research Institute Road, Nangang District,

Taipei City

Telephone: 02-2787-1252

Party B: Fountain Biopharma Inc

Representative: Kung-Ming Lu Signature (or Seal)

Title: Chairman of Board

Mailing Address: Room 19F-1, Building F, No.3, Yuanqu Street, Nangang District,
Taipei City

Telephone: (02) 2655-8558 ext. 601

April 6, 2011

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 Precautions for Scientific and Technological Exchange between Scientific
Research Institutions in Taiwan and Mainland China

National Science Council of Executive Yuan (86) Committee A Integrated 1 No.01200 Issued on April 1, 1997

1. In order to implement and promote the scientific and technological exchange and cooperation
between Taiwan and Mainland China, stimulate the scientific and technological development
of both sides and enhance the technical level of the scientific application, and maintain the
competitiveness of the scientific and technological industry in Taiwan, these precautions are
stipulated hereby.
2. For any product or technology which is forbidden or regulated to be exported to Mainland
China according to statutes or international agreements, the scientific and technological
cooperation with or technology transfer to scientific research institutions in Mainland China
are forbidden.
3. For the scientific and technological research programs and projects funded and undertaken by
governmental agencies, the funding agencies shall restrict the funded institution from the
technology transfer to scientific research institutions in Mainland China during the program
period and within two years after the program is completed. Two years after the program is
completed, an application shall be filed to the funding agency for permission to carry out the
technology transfer to scientific research institutions in Mainland China.
4. If the research program for scientific and technological cooperation between scientific
research institutions in Taiwan and in Mainland China is funded by the government, such a
research program shall be reported to central governing authorities and relevant governing
authorities for joint discussion, review, and approval. The scientific and technological
cooperation shall be determined at the discretion of the relevant governing authorities
independently. The scientific and technological cooperation research program and project
shall give priority to mathematics, chemistry, physics, biology, and other fundamental
sciences as well as the scientific and technological fields which are mutually beneficial to
Taiwan, Mainland China, and the common livelihood and well-being of the public (e.g.
meteorology, earthquake, energy technology, resource exploration, and marine technology).
5. With regards to the scientific and technological talent, the scientific and technological talent
from Mainland China required for the fundamental research and applied research for the
scientific and technological institutions in Taiwan may file the application to the governing
authorities, which shall approve his or her duration of stay in Taiwan in accordance with the
schedule.
6. With regards to the visits to Taiwan, the scientific and technological talent from Mainland
China requesting to visit national laboratories, key scientific research institutions, or research
institutions related to defense-related science and technology shall be refused without the
approval of the governing authorities.
7. All the scientific institutions and the scientific and technological institutions shall have an
established internal control mechanism and network security.

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 Statement on Disclosure of Technology Transfer Interests

To Academia Sinica,

1. In order to prevent the conflict of interest when cooperating with your institute in transfer of
the “Anti-CεmX New Antibody Drug Development” technology, our company (Corporate,
individual) and the person in charge (Representative) hereby make the following statement on
the relationship with the Distinguished Research Fellow Tse-Wen Chang acting as the
principal creator of this program, Dr. Shu-Chen Chan acting as the undertaker of Public
Affairs Section, and Chi-Ming Liang acting as the director, and are willing to bear all the legal
liabilities in case of any false statement and misrepresentation:

There is no family relationship or financial interest relationship between our company

and Kung-Ming Lu acting as the representative of our company, and the parties
concerned.

2. After making this statement, in case of the conflict of interest due to the change in the
personnel change in our company (Corporate, individual) and the person in charge
(Representative), the written statement shall be made proactively within one month. If the
statement on the change is not made or a false statement has been made, then the same
provisions shall apply.

Best regards,

Fountain Biopharma Inc
Representative: Chairman of Board Kung-Ming Lu
Address: Room 19F-1, Building F, No.3, Yuanqu Street, Nangang District, Taipei City
Telephone: 02-2655-8558 ext. 601

April 6, 2011

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 Appendix 1: Invention Technology

The invention technology defined in this Exclusive License Agreement consists of three parts:

(1) Relevant technologies and tools used for research on human body CεmX peptide;
(2) Relevant technologies and tools used for research on IgE immune system;
(3) Relevant technologies and tools used for development of antibody engineering and antibody
drug.

The relevant technologies and tools include the proprietary and general (Non-proprietary) items,
such as the general experimental technologies and tools, proprietary detection methods,
proprietary molecules and preparation methods, proprietary reagents and preparation methods,
proprietary cell lines, and proprietary transgenic mice. The signing of this Exclusive License
Agreement will cover the instructions on the transfer and usage of such relevant technologies and
tools. The items included in support of the conclusion of the Exclusive License Agreement mainly
include the relevant technologies and tools held by Tse-Wen Chang Laboratory the day into which
the Exclusive License Agreement is entered. Tse-Wen Chang Laboratory as Party A will enter into
the otherwise cooperation contract with Party B after entering into the Exclusive License
Agreement, in order to assist the exclusive licensee to establish other relevant technologies and
tools of the aforementioned three types prior to July 31, 2012. The research results derived from
the development according to the cooperation contract or the relevant derivative intelligent
property rights shall fall within the scope of this contract on exclusive license.

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Appendix 2: Licensed Patent

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