OPTION AND LICENSE AGREEMENT

The University of Chicago, an Illinois not-for-profit corporation with principal offices at 5801 South Ellis Avenue, Chicago, Illinois, 60637 (the “University”), and UR Labs, Inc., a California corporation with principal offices at 10901 North Torrey Pines Road, La Jolla, California 92037 (“URL”), enter into this Agreement this ___ day of _________, 1985.

The University represents that it is the sole owner of the entire right, title and interest to [*], and that it has the full authority and right to grant licenses thereunder and to grant rights thereto to URL as stated herein. The patent is based upon research performed by [*]. URL is interested in investigating the possibilities of developing, testing and marketing a pharmaceutical utilizing the invention and, if possible, securing additional patent protection covering the Compound involved in the invention. The parties have agreed that the University will provide URL with a four month exclusive option to determine whether it wishes to license the patent and embark upon a program of development and marketing.

NOW, THEREFORE, the parties agree as follows:

Section 1.    The following terms, as used in this Agreement, shall have the meanings here ascribed to them:

a.    “Compound” shall mean [*] having the chemical structure [*].

b.    “Patents” shall mean U.S. Patent [*] as well as any patent application filed respecting other uses of the Compound, and corresponding foreign patents.

c.    “Net Selling Price” shall mean invoice price fob factory less expenses incurred in the course of business, such as, but not limited to handling,

packaging, agents fees and commissions, taxes, freight allowances, cash discounts, volume or trade discounts and the like.

Section 2.    Option .

a.    The University hereby grants URL an exclusive option for the period beginning on the date of this Agreement and extending until August 31, 1985 to acquire an exclusive license to make, use and sell the Compound. URL and the University may extend the option by written mutual agreement. URL may exercise the option at any time during the option period by so notifying the University in writing, whereupon the license shall automatically come into force.

b.    URL, at its expense, will engage patent counsel to prepare and prosecute a domestic patent application and such foreign applications based thereon as it shall deem desirable, covering an additional and supplementary use of the Compound. Such application shall be filed in the name of the inventor, [*], and assigned to the University. Should URL elect not to exercise the option herein granted, it shall assign whatever rights it may have in the patent applications to the University which may proceed to prosecute the case thereafter at its expense.

c.    The parties shall ascertain what the U.S. Food and Drug Administration will require to approve a drug based upon the Compound. Any expenses of the University in determining this information, including travel and similar expenses of [*] will be reimbursed by URL.

d.    URL will explore sources of capital to undertake the further development, testing and marketing of the Compound. Included will be an investigation of possible support from the Small Business Innovation Research Program. URL will further investigate sources of supply of the Compound.

Section 3.    Program for Development and Marketing . Upon exercising the option set forth in 2(a) above, URL will develop, in consultation with [*] and the University, a plan for proceeding with the research, development, testing and registration of a drug based upon the Compound. Such plan shall be modified as circumstances indicate, in consultation with [*] and the University. As shall be further agreed between the parties, some portions of the clinical or other research to be performed for development and registration purposes may be performed at the University under such arrangement for reimbursement of costs as shall be agreed upon between the parties. URL shall diligently proceed with the research, development, testing and registration and shall make every effort to bring a useful product to market as soon as circumstances permit. URL shall furnish status reports at least once a year, beginning one year after the exercise of the option, showing its progress in this program. It is understood that URL may engage [*] as a consultant on this project under terms that shall not conflict with [*] responsibilities as a member of the faculty of the University.

Section 4.    Exclusive License Agreement .

a.    Grant of Exclusive License .

1.    Upon exercise of the option granted in Section 2(a), the University grants and conveys to URL an exclusive license, with the right to sublicense to make, have made, use, or sell Compound and/or products incorporating Compound worldwide under the Patents.

b.    Royalty .

1.    URL shall pay to University a royalty of ______ of the Net Selling Price for Compound sold by URL or any sublicensee or assignee.

2.    University shall also receive ______________ of any revenue received by URL from its sublicensees or assignees in a form other than royalties.

c.    Royalty Payment Terms and Conditions .

1.    Within 60 days following the close of each quarter, URL shall provide University a written accounting report for the quarter relating to Compound sold and for which a royalty is due hereunder. The report shall set forth units sold and shall indicate the quarterly amount of royalty due and payable hereunder.

2.    Payment of the quarterly royalty shall accompany the quarterly report. Foreign payments should be converted to U.S. currency at the prevailing rate at the time of payment. There shall be deducted from all such payments the amount of any taxes which are required to be withheld therefrom by any governmental authority.

3.    URL shall keep and shall require its sublicensees to keep full and accurate books and records in sufficient detail so that royalties payable hereunder can be properly calculated. URL shall permit and shall require its affiliates and sublicensees to permit independent accountants designated by University, to whom URL has no reasonable objection, to examine said books and records during business hours for the purpose of verifying the accuracy of written reports submitted by URL and the royalties paid or payable.

d.    Exclusive License Conditions .

To maintain any exclusive license granted hereunder as of right in a country where Compound is covered by Patents, URL must exercise due diligence to obtain health registration in each such country, and must commence commercial sale of Compound within three (3) years of obtaining an approved health registration in that country.

Section 5.    Enforcement of Licensed Patents .

In the event URL alleges that a third party infringes a Licensed Patent, the prima   facie determination of infringement shall be made by an Independent Patent Attorney (IPA) satisfactory to both the University and URL, at their joint cost and expense.

(a)   If the IPA finds that there is no prima   facie evidence of infringement by the alleged infringer, then URL’s obligation to pay royalties under this Agreement shall continue without abatement.

(b)   If the IPA finds prima   facie evidence of the alleged infringement:

1)   URL may elect to institute an action against such third party, in which event:

(A)   During the pendency of such action, URL may suspend payment of royalties under the patent in suit in the country of such action to the extent of any costs actually incurred in such action; and

(B)   If URL finally prevails, it shall thereafter resume paying royalties, subject to URL’s recovery therefrom of costs of litigation not theretofore recovered and shall retain all damages which it may collect; and

(C)   If URL finally loses:

(i)   Because the third party is held not to be infringing, URL shall thereafter resume paying royalties and shall, in addition, pay to University such royalty payments as were suspended under the terms of Section 5(b)(1)(A) hereof.

(ii)   Because the patent is held invalid, URL shall cease paying royalties in the country in which such invalidity has been finally adjudicated, provided

that Compound is covered or the use thereof is covered only by claims which have been held invalid.

2)   If within one hundred twenty (120) days after the determination of prima   facie infringement, URL does not elect to institute such an infringement action, the University may elect to file such an infringement action, in which event:

(A)   URL shall continue to pay royalties during the pendency of the action; and

(B)   If University finally prevails, URL shall continue to pay royalties as set forth in Section 4, provided that if University is required to grant a license to the infringer, then URL’s royalty rate shall be reduced to the lowest rate granted to such an infringer;

(C)   If the University finally loses:

(i)   Because the third party is held not to be infringing, URL will continue to pay royalties as set forth in Section 4 hereof;

(ii)   Because the patent is held invalid, URL shall cease paying royalties in the country in which such invalidity has been finally adjudicated, provided the Compound is covered or the use thereof is covered only by claims which have been held invalid.

(3)   URL shall not be entitled to recover, as a credit or otherwise, royalties paid before a final judgment of invalidity.

(4)   If neither URL nor University elects to institute an infringement action, URL shall not be relieved of its obligations to pay royalties hereunder.

Section 6.    Term of Agreement, Termination .

(a)   The term of this Agreement shall be from the effective date hereof until the expiration of the option period specified in section 2(a) and subject to the exercise of the option specified in Section 2(a) until the expiration of the last to expire of the Licensed Patents.

(b)   URL may terminate this Agreement, in whole or with respect to any Licensed Patent upon thirty (30) days prior written notice.

(c)   If URL shall at any time default in any obligation under this Agreement, including but not limited to failing to make any report, pay any royalties or minimums, or permit the inspection of its books and records as hereinabove required, or fails for a period of three years from the date the option in Section 2(a) is exercised to make substantial progress to bring the invention to the market, and such default shall not be cured within sixty (60) days after written notice from the University to URL specifying the nature of the default, or in the event URL pays into escrow, royalties which have accrued hereunder, then URL shall have the right to terminate the URL license granted to URL hereunder by giving written notice to URL and such termination shall be effective on the date of such notice.

(d)   Any termination pursuant hereto shall not relieve either party of any obligation or liability accrued hereunder prior to such termination, nor rescind or give rise to any right to rescind anything done or any payments made or other consideration given hereunder prior to the time of such termination.

Section 7.    Warranty . University warrants and represents that it has the full right and power to grant the options and license set forth in this Agreement and that there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of this Agreement. University makes no other representation or warranty, express or implied, nor does University assume any liability in respect to any infringement of any patent or other right of third parties due to URL’s activities under the License.

Section 8.    Indemnity . URL agrees to indemnify and hold harmless University and its employees and agents and [*] from and against any and all claims, damages and liabilities asserted by third parties, both government and private, arising from URL’s sale of Compound to ultimate consumers and their use thereof.

Section 9.    General Conditions .

a.    Notices . Any payment, notice or other communication required or permitted to be made or given to either Party hereto pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to such Party by certified or registered mail, postage prepaid, addressed to it at its address set forth or to such other address as it shall designate by written notice given to the other Party as follows:

In the case of University:

Donald Sigal, Director

Office of Sponsored Programs

The University of Chicago

970 East 58th Street

Chicago, Illinois 60637

In the case of URL:

William Drell, Ph.D., President

UR Labs, Inc.

10901 North Torrey Pines Road

La Jolla, California 92037

b.    Governing Law . The validity and interpretation of this Agreement shall be governed by the laws of the State of Illinois.

c.    Changes to Agreement . This Agreement may not be changed except by an instrument in writing signed by duly authorized officers or representatives of both of the parties hereto.

d.    Assignment . This Agreement shall not be assignable by URL without the prior written consent of URL, which consent will not be unreasonably withheld, except to a successor in ownership of all or substantially all of the business assets of URL, and which successor shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by URL.

e.    Prior Agreements . This instrument is the complete and final Agreement between the parties hereunder with respect to the matters treated herein, and supersedes all previous negotiations, agreements, commitments, writings and understandings whether written or oral.

f.    Patent Marking .URL shall mark and shall require its sublicenses to mark the packaging material for the Compound with the U.S. Patent number under which the Compound is licensed.

g.    URL shall have no right to use the name or other designations of the University in connection with any sales or promotion of Compound without the express written consent of the University.

h.    If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its officers as of the day and year first written.

August 15, 1985

Gentlemen:

In accordance with Paragraph 2a. of the Option and License agreement dated May 8, 1985, UR Labs, Inc. is hereby exercising its option to acquire an exclusive license to make, use, and sell [*] and any of its congeners under U.S. Patent [*]. This is to take effect immediately.

The University of Chicago, an Illinois not-for-profit corporation (the “University”) and U.R. Labs, Inc., a California corporation (“URL”) enter into this agreement this 17th day of September, 1987 to amend the Agreement dated May 8, 1985 between them. The parties agree to amend Section 4, paragraph b (1) of such agreement to read as follows:

In all other respects the agreement of May 8, 1985 shall remain in effect as previously agreed upon.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first written above.

The University of Chicago, an Illinois not-for-profit corporation (the “University”) , ARCH Development Corporation, an Illinois not-for-profit corporation (“ARCH”) and UR Labs, Inc., a California corporation (“URL”) enter into this Agreement this 3rd day of March, 1989.

The University and URL entered into an Option and License Agreement (the “Agreement”) dated May 8, 1985 which granted URL an option, and, if it exercised the option, a license respecting the development and marketing of a patent or patents identified therein (the “patent”), based on research performed by [*]. URL exercised the option in the Agreement and is exclusive licensee of the patent. On September 17, 1987 the University and URL entered into an amendment to the Agreement, altering royalty terms of the Agreement. Since then the University formed ARCH to handle technology arising at the University, and ARCH has undertaken to represent the University’s interests with respect to the Agreement.

ARCH and URL have discussed a new patent application to be filed on additional potential uses of the Compound covered by the patent. It is the purpose of this amendment to add ARCH as a party, indicate the arrangements concerning the additional patent application and further modify royalty terms of the Agreement.

THEREFORE, PARTIES AGREE AS FOLLOWS:

1.   URL, using patent counsel of its choosing, shall prepare, file and prosecute a domestic patent application on the new development [*], and will pay all costs for such actions. URL shall apply for and prosecute, at its expense, such foreign applications based on the domestic patent as in its discretion it deems wise, which actions shall be at its expense. All such patent application, domestic and foreign, shall be assigned to ARCH. URL shall advise ARCH of the countries in which it will seek patent protection and permit ARCH at its expense to apply for patent applications based on the domestic patent application in any other countries, provided that the notice shall be early enough such that ARCH may make such application. URL shall pay the expense of maintenance of any such new patent application, and if it decides

to discontinue payment shall offer to assign the patent or patent application to ARCH so that it may continue such patent or patent applications.

2.   Section 4, paragraph b as amended is further amended to read as follows:

a.   URL shall pay to the University [*] of all royalties received by URL from the sublicensing of any patent covered by this Agreement, based on the Net Selling Price for Compound sold. Should URL sell any product based upon the patent directly, or through a subsidiary, it shall pay the University [*] of the Net Selling Price for Compound sold.

b.   URL shall pay the University [*] of any up-front fe