Exhibit 10.17

LICENSE AGREEMENT

Dated as of November 6, 2017

by and between

Vaccinex, Inc.

and

VX3 (DE) LP

TABLE OF CONTENTS

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “Agreement”), dated as November 6, 2017 (the “Effective Date”), is by and between Vaccinex, Inc., a Delaware corporation having an address at 1895 Mt. Hope Avenue, Rochester, New York, 14620 (“Transferor”), and VX3 (DE) LP, a Delaware limited partnership having an address at 200 Bay Street, Suite 3800, Royal Bank Plaza, South Tower, Toronto, Ontario, Canada M5J 2Z4 (“Transferee”). Transferor and Transferee may be referred to each individually as a “Party” or together as the “Parties.”

RECITALS

WHEREAS, Transferee desires to acquire from Transferor, and Transferor desires to grant or allow Transferee, certain rights in certain patents, know-how, and laboratory notebooks relating to the Compound (as defined herein), which rights and materials are owned or licensed by Transferor;

WHEREAS, Transferor and Transferee desire to establish certain restrictions and covenants relating to their respective rights under certain existing third-party license agreements pursuant to which they are or may be licensees or sublicensees; and

WHEREAS, subject to the terms and conditions of this Agreement, the Parties desire that Transferor license to Transferee such rights in such patents, know-how and laboratory notebooks, and that the Parties agree on such rights, restrictions and covenants under such third-party license agreements.

NOW, THEREFORE, in consideration of the foregoing, the covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

Definitions

In addition to the terms defined elsewhere in this Agreement, the following capitalized terms, whether used in the singular or plural, will have the respective meanings set forth below:

“Affiliate” means, with respect to any Person: (a) any Person directly or indirectly controlling, controlled by, or under common control with such Person; (b) any officer, director general partner, member, or trustee of such Person; or (c) any Person who is an officer, director, general partner, member, or trustee of any Person described in clauses (a) or (b) of this sentence. For the purposes of this definition, the terms “controlling,” “controlled by,” and “under common control with” will mean the possession, direct or indirect, of (x) the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, or (y) the power to elect at least 50% of the directors, manager, general partners, or persons exercising similar authority with respect to such Person. Notwithstanding the foregoing, except as expressly provided in Section 2.3, Transferor and Transferee and their direct and indirect subsidiaries are not Affiliates of each other for purposes of this Agreement.

“Agreement” has the meaning set forth in the preamble.

“Bad Debt” means any undisputed sum payable by any third party to Transferee or its Affiliates in connection with the sale of Licensed Products in the Territory which has not been paid within sixty (60) days of the due date for such payment.

“BLA” means a Biologics License Application filed with the FDA to obtain marketing approval for a Licensed Product in the United States, or any comparable application filed with a Governmental Entity in or for a country other than the United States.

1

“Capital Contributions” means, as of a particular date, the aggregate of all capital contributed to Transferee by all of its limited partners; provided, that in the event of a material breach of Transferee’s obligations to make payments to Transferor pursuant to the Services Agreements, the Parties shall discuss in good faith and mutually agree on an appropriate adjustment to the Capital Contributions reflecting the aggregate amount of capital contributed to Transferee by its limited partners and the amount of payments to Transferor under the Services Agreement, in each case, as of such date.

“Clinical Trial” means the Phase II clinical trial of the Compound referred to as VX15/2503.

“Clinical Trial Results Notice” has the meaning set forth in Section 2.8.

“Common Stock” means share(s) of common stock, par value $0.0001 per share, of Transferor.

“Compound” means VX15, as described in Schedule A, or such other compound that is substituted therefor under Section 2.8.

“Confidential Information” means any and all confidential or proprietary information and materials of or concerning a Party, including commercial, financial, and technical information, substances, formulations, techniques, methodologies, customer or client lists, programs, procedures, data, documents, know-how, protocols, results of experimentation and testing, specifications, databases, business plans, trade secrets, business arrangements, information regarding specific transactions, long-term plans and goals, and the terms and conditions of this Agreement. The Licensed Assets, in each case to the extent not specifically related to the Field, shall be treated as the Confidential Information of Transferor. In all other instances, the Licensed Assets shall be treated as the Confidential Information of both Parties during the Term; provided that after the Term, the Licensed Assets and Developments shall, in all respects, solely be the Confidential Information of Transferor.

“Developments” has the meaning set forth in Section 2.7.

“Development Plan” means the development plan attached hereto as Schedule C, as such may be amended from time to time by the Parties, including to incorporate an appropriate commercialization plan as shall be mutually agreed by the Parties, in each case, with respect to the Compound and Licensed Products in the Field in the Territory.

“Disclosing Party” has the meaning set forth in Section 8.1.

“Effective Date” has the meaning set forth in the preamble.

“Estimated Launch Date” has the meaning set forth in Section 2.9.

“FDA” means the U.S. Food and Drug Administration or any successor agency.

“Field” means the treatment, prevention, palliation, or diagnosis of Huntington’s Disease in humans.

“Governmental Entity” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory, or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Indemnitees” has the meaning set forth in Section 10.2.

“Know-How” means any and all know-how, trade secrets, manufacturing processes or protocols, writing, data, documentation, technical information, technology, and other proprietary information and materials owned by Transferor as of the Effective Date relating to the Compound in the Field, excluding Laboratory Notebooks.

2

“Laboratory Notebooks” means all research documentation owned by Transferor or any Affiliate and in the possession of Transferor as of the Effective Date relating to the Compound in the Field.

“Law” means any federal, provincial, state, local, or foreign law, statute, ordinance, order, code, rule, or regulation promulgated or issued by any Governmental Entity, as well as any judgment, decree, injunction, or agreement issued or entered into by any Governmental Entity.

“Licensed Assets” means, collectively, the Licensed Patents, Know-How, and Laboratory Notebooks.

“Licensed Patents” means (a) the patents, patent applications, and invention disclosures that are set forth on Schedule B; (b) any and all continuations, divisionals, continuations in part, substitutions or continued prosecution applications of any of such patents, patent applications and invention disclosures, and (c) all patents issuing from the foregoing and all reissues, re-examinations, renewals and extensions of any of the foregoing.

“Licensed Product” means any material, composition, drug, or product, the use, manufacture, having manufactured, sale, offering for sale, or importation of which would infringe a claim of any Licensed Patent.

“Liquidity Event” means (a) a sale, merger or consolidation transaction where the shares of the Transferor are exchanged for cash and/or marketable securities; (b) the consummation of an initial public offering of Transferor’s securities; (c) a sale or exclusive license of all or substantially all of the assets of Transferor related to the Compound for the Territory; or (d) a sale or exclusive license of all or a significant portion of the assets of Transferor related to the Compound or a Licensed Product.

“Losses” means any and all claims, actions, demands, suits, causes of action, losses, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) brought or asserted against a party by a third party.

“Major Financing” means a transaction or series of related transactions that include or constitute a debt or equity financing resulting in net proceeds or an extension of credit directly or indirectly to Transferor or its Affiliate in excess of US$10,000,000 in the aggregate in which (a) Transferor reasonably determines in good faith that it is in the best interests of the Compound or Licensed Products to terminate this Agreement, or (b) investors or lenders participating in such financing request that this Agreement be terminated.

“Major Transaction” means (a) a sale, merger, or consolidation transaction involving Transferee; (b) the consummation of an initial public offering of Transferee’s securities; (c) a sale, transfer, license, sublicense, or other disposition of all or substantially all of the assets of Transferee, or all or substantially all of the assets of Transferee related to the Compound; (d) any transaction or series of related transactions through which any Person, or group of related Persons, acquires more than fifty percent (50%) of the voting interests in Transferee; (e) any assignment, transfer, or other disposition of Transferee’s rights in or to this Agreement or the Services Agreement without the prior written consent of Transferor; (f) if Transferee makes any assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over all or substantially all of its property, files a petition under any bankruptcy or insolvency act in any state or country, or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof; (g) any resignation, withdrawal, or replacement of the general partner of Transferee; (h) any transaction or series of related transactions that results in Transferee changing its jurisdiction or form of organization, (i) the commencement by Transferee of any business, operations, or other activities outside the United States or Canada; or (j) a liquidation, dissolution, or winding up of Transferee, or the commencement of any of the foregoing.

“Milestone Events” has the meaning set forth in Section 2.5(b).

“Milestone Payments” has the meaning set forth in Section 2.5(b).

3

“Net Profit” means, with respect to Licensed Product sold in the Territory for use in the Field, the Net Sales with respect to such Licensed Product, less (i) the actual consolidated cost of such Licensed Product to Transferee and its Affiliates, together with any costs in respect of freight, insurance, duty, import and transportation, but excluding any profit made through the application of transfer pricing, less (ii) any other costs incurred by Transferee or its Affiliates that are directly related to the acquisition, importation, distribution and sale of the Licensed Product, less (iii) unless it has been already deducted in the calculation of Net Sales, the amount of any sales tax paid by Transferee or its Affiliates for which neither Transferee nor its Affiliates is entitled to credit or repayment, less (iv) any Bad Debts arising out of the sale of such Licensed Product.

“Net Sales” means, consistent with U.S. GAAP:

(a) Subject to clause (b) of this definition, the aggregate gross amount invoiced to unrelated third parties by Transferee, its Affiliates, and its sublicensees for the sale of Licensed Product, less to the extent applicable to such sale: (i) trade, cash and quantity discounts, if any, actually accrued or paid; (ii) credits, allowances and adjustments actually accrued or paid to customers, including credits for rejected or returned Licensed Product previously sold; (iii) freight, insurance and other transportation costs actually accrued or paid, to the extent separately identified on the invoice; (iv) rebates or reimbursements actually accrued or paid to managed health care organizations, national, federal, state, or local governments (or their agencies), and managed health organizations (including Medicaid rebates); and (v) taxes, including VAT (other than taxes on Transferee’s, its Affiliates’, or its sublicensees’ income), customs duties or other governmental charges on sales or use actually paid by Transferee, its Affiliates, or its sublicensees with respect to the sale of such Licensed Product. No fines, penalties or comparable payments to national, federal, state, or local governments (or their agencies) or to other third parties shall be deductible from Net Sales.

(b) Sales between Transferee, its Affiliates, or its sublicensees shall be disregarded for the purposes of calculating Net Sales as long as the Licensed Product is: (i) resold to an unrelated third party in which case the final sale to such unrelated third party shall be included in Net Sales; or (ii) transferred or disposed of by Transferee, its Affiliates, or its sublicensees for a purpose specified in clause (a) of this definition. Transfers or dispositions of Licensed Product, where on a non-profit basis and in line with normal industry practice: (x) for charitable purposes; (y) for preclinical, clinical trial, or non-commercial manufacturing purposes; or (z) for regulatory or governmental purposes shall not in each case be deemed “sales” for the purposes of calculating Net Sales. In addition, transfers or dispositions of free promotional samples of Licensed Product in line with normal industry practice shall not be deemed “sales” for the purposes of calculating Net Sales. Otherwise, for the purposes of calculating Net Sales, a “sale” shall include any transfer or other disposition of any Licensed Product for consideration.

(c) With respect to sales of Licensed Product invoiced in U.S. dollars, Net Sales shall be determined in U.S. dollars. With respect to sales of Licensed Product invoiced in a currency other than U.S. dollars, Net Sales shall be determined by converting the currencies in which the sales are made into U.S. dollars, at rates of exchange determined in a manner consistent with Transferee’s, its Affiliates’, or its sublicensees’, as applicable, method for calculating rates of exchange in the preparation of such entity’s annual financial statements in accordance with U.S. GAAP consistently applied. No amount for which deduction is permitted pursuant to this definition shall be deducted more than once.

“Party” and “Parties” have the respective meanings set forth in the preamble to this Agreement.

“Person” means any individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, nominee, or other entity.

“Product Development” means the development program described in Schedule C.

“Receiving Party” has the meaning set forth in Section 8.1.

4

“Regulatory Approval” means any and all approvals (including pricing and reimbursement approvals), product and establishment licenses, registrations or authorizations of any kind of FDA or any foreign regulatory authority necessary for the development, pre-clinical, and human clinical testing, manufacture, quality testing, supply, use, storage, importation, export, transport, marketing, and sale of a Licensed Product (or any component thereof, including the Compound) for use in the Field.

“Remedies” has the meaning set forth in Section 7.2(b).

“Royalties” has the meaning set forth in Section 2.5(c).

“Services Agreement” means that certain services agreement of even date herewith by and between Transferor and Transferee.

“Sublicensing Revenue” means consideration in any form received by either Party or their Affiliate in connection with a grant to any third party or third parties of a sublicense, cross-license, or other license, privilege or immunity to use the Licensed Assets to make, have made, use, sell, have sold, distribute, practice, import or export Licensed Products in the Field in the Territory.

“Territory” means the United States of America and Canada.

“Term” has the meaning set forth in Section 9.1.

“Third-Party License Agreements” means the agreement(s) set forth on Schedule D.

“Transferee” has the meaning set forth in the preamble to this Agreement.

“Transferor” has the meaning set forth in the preamble to this Agreement.

“Transferor Development Costs” means the costs of all resources and any and all operations carried out by or on behalf of Transferor or its Affiliates for preclinical and clinical drug development activities with respect to the Compound or Licensed Product, including test method development and stability testing, toxicology, animal efficacy studies, formulation, quality assurance/quality control development, statistical analysis, clinical studies and testing, the Clinical Trial, regulatory affairs, product approval and registration, chemical or biological development and development manufacturing, process development, up-scaling, validation, packaging development and manufacturing, and development documentation efforts in support of development activities, anywhere in the world, in each case, except to the extent such costs are reimbursed by Transferee under the Services Agreement.

“VAT” has the meaning set forth in Section 2.5(g).

ARTICLE 2

License to and Use of Rights and Related Provisions

5

Subject to the terms and conditions of this Agreement, within one hundred twenty (120) days after the Effective Date, Transferor will, on request of Transferee, use commercially reasonable efforts to deliver or make available to Transferee or Transferee’s designated agent physical copies of all (a) patent applications included in the Licensed Patents; and (b) tangible Know-How in the possession of Transferor (including the full chemical structure and methods for the synthesis of the Compound). Such Know-How shall remain Confidential Information of Transferor.

With respect to each Third-Party License Agreement, Transferor and Transferee agree, subject to Section 2.4, as follows:

6

Transferee will provide notice to Transferor of the achievement of each Milestone Event within thirty (30) days of the achievement of such Milestone Event, and will pay to Transferor the applicable Milestone Payment upon or before forty-five (45) days following the achievement of the applicable Milestone Event.

provided, however, that if Transferor exercises its promotion option under Section 2.9 and directly or indirectly commercializes a Licensed Product in the Territory, Transferor shall pay to Transferee a portion of such Net Profits equal to the amount calculated under paragraph (i) above and shall retain the amount provided under paragraph (ii) above.

Transferee shall pay or cause to be paid to Transferor (or, if Transferor exercises its promotion option under Section 2.9, Transferor will pay or cause to be paid to Transferee) the applicable portion of the Net Profits owing under this Section 2.4(b) with respect to Net Sales of a Licensed Product in the prior six (6) month reporting period within thirty (30) days following the delivery of the Development and Sales Report pursuant to Section 5.1.

In order for Transferee to calculate the share of Net Profits under this Section 2.4(b), Transferor shall promptly provide to Transferee the amount of Transferor Development Costs as of the end of June or December as reasonably requested by Transferee. Transferee shall have no liability with respect to any delay in paying Transferor a share of Net Profits caused by Transferor’s failure to promptly notify Transferee of the Transferor Development Costs under this Section 2.4(b).

7

Transferee will provide notice to Transferor of the receipt of any Sublicensing Revenue within thirty (30) days thereof, and will pay to Transferor the portion of such Sublicensing Revenue calculated under paragraph (ii) above upon or before forty-five (45) days following the receipt of such Sublicensing Revenue.

In order for Transferee to calculate the share of Sublicensing Revenue under this Section 2.4(c), Transferor shall promptly provide to Transferee the amount of Transferor Development Costs as of the last day of any calendar month during the Term as reasonably requested by Transferee. Transferee shall have no liability with respect to any delay in paying Transferor a share of Sublicensing Revenue caused by Transferor’s failure to promptly notify Transferee of the Transferor Development Costs under this Section 2.4(c).

8

Transferee agrees to develop and, subject to Section 2.9, commercialize the Compound and Licensed Products, at Transferee’s cost, in accordance with the Development Plan.

Without limiting the rights of Transferor under Article 9, if Transferee fails to make any payment payable to Transferor under the Services Agreement or under Sections 2.3(b) or 2.4 of this Agreement, and in any such case fails to cure such nonpayment within thirty (30) days thereafter, then the following will occur immediately upon such failure to timely cure:

Any developments created by or on behalf of Transferee during the Term which are based on, incorporate, or constitute modifications or improvements to, (i) any of the Licensed Assets or any inventions claimed or described therein, or (ii) any asset, invention, or technology that is the subject of a Third-Party License Agreement ((i) and (ii) collectively, “Developments”), in either case shall be owned, as between Transferor and Transferee, by Transferor and deemed licensed to Transferee hereunder pursuant to the same terms and conditions as are applicable to Licensed Assets or, as the case may be, shall be subject to the terms and conditions of the applicable Third-Party License Agreement. In furtherance of the foregoing, subject to Transferee’s obligations under Section 2.3(b), Transferee (a) hereby assigns to Transferor all rights, title and interest in and to the Developments; (b) agrees to notify Transferor in writing of all Developments that arise during the Term; and (c) agrees to ensure that all

9

Persons engaged by Transferee to carry out any research or development activities with respect to any Licensed Asset, Compound, or Licensed Product assign in writing to Transferor all of their rights, title and interest in and to the Developments.

Transferor shall provide Transferee with written notice of the final results of the Clinical Trial promptly upon Transferor’s completion or receipt thereof (the “Clinical Trial Results Notice”). In the event that the primary endpoint of the Clinical Trial is not met, Transferee shall have the right, exercisable upon written notice to Transferor within ninety (90) days following Transferee’s receipt of the Clinical Trial Results Notice, to request that Transferor substitute (a) a different compound under development by Transferor as the “Compound” hereunder, (b) different indication(s) under development by Transferor as the “Field” hereunder, and/or (c) different jurisdiction(s) as the “Territory” hereunder. Upon Transferee’s exercise of the substitution right under this Section 2.8, Transferor and Transferee shall mutually agree on a compound to be substituted hereunder and/or any modifications to the Field and/or Territory hereunder, and upon agreement (including mutual agreement on such amendments to this Agreement as are reasonably necessary to implement such substitution), such new compound shall be the “Compound” as defined herein, such new indication(s) shall be the “Field” as defined herein, and/or such new jurisdiction(s) shall be the “Territory” as defined herein, as applicable. In such case, the Parties will also agree on a replacement Development Plan and on appropriate modifications to Section 2.4.

Transferee shall provide Transferor with written notice of its good faith estimate of its planned launch date for the commercialization of Licensed Product in the Territory (“Estimated Launch Date”) at least two (2) years prior to the Estimated Launch Date. Notwithstanding anything contained herein to the contrary, Transferor shall have the right, exercisable upon written notice to Transferee within ninety (90) days following the date two (2) years prior to the Estimated Launch Date, to have an exclusive or non-exclusive right to commercialize one or more Licensed Products in the Territory. Upon Transferor’s exercise of its promotion option under this Section 2.9, (a) Transferor and Transferee shall mutually agree on a promotion or co-promotion agreement containing terms for such commercialization by Transferor, and (b) references to sales by or on behalf of Transferee or its Affiliates in the definitions of “Bad Debts,” “Net Profit” and “Net Sales” shall be deemed to refer to Transferor and its Affiliates for any sales of Licensed Products in the Territory by Transferor or its Affiliates.

ARTICLE 3

Additional Obligations and Conditions

From and after the Effective Date until termination or expiration of this Agreement or earlier upon the occurrence of the conversion described in Section 2.6, as between Transferor and Transferee, Transferee shall be solely responsible for filing, prosecuting, and maintaining the regulatory files, as well as obtaining Regulatory Approvals, for the Compound and Licensed Products in the Territory, in each instance to the extent related to the Field. During any period that Transferee is not solely responsible for filing, prosecuting, and maintaining the regulatory files, as well as obtaining Regulatory Approvals as provided above, Transferor shall be responsible therefor.

The Parties will each comply with all Law applicable to the performance of their respective obligations hereunder, and with respect to Transferee, using, making, having made, offering for sale (including marketing), selling, or importing the Compound or Licensed Product in the Field in the Territory.

10

Transferee may not (i) sublicense, in whole or in part, its rights in or to the Licensed Assets or any other rights or interests under this Agreement to any Person, (ii) consummate, enter into, or grant any option or other right with respect to any transaction that would generate Sublicensing Revenue, or (iii) agree on its own behalf or directly or indirectly cause or permit any Affiliate, sublicensee, or assignee to do any of the foregoing, in each case (clauses (i)-(iii)), without the prior written consent of Transferor, such consent not to be unreasonably withheld or delayed. Transferee shall notify Transferor in writing before any proposed sublicense is granted with respect to any Licensed Asset. Transferee will be responsible for the acts and omissions of its sublicensees hereunder. Each sublicense entered into by Transferee relating to any Licensed Asset shall contain the following provisions: (a) the sublicensee must acknowledge and agree that the sublicense confers no rights on or to the sublicensee greater than the rights that Transferee receives under this Agreement; and (b) Transferor is a third-party beneficiary of the provisions described in (a).

Transferee agrees that neither Transferee nor its Affiliates or sublicensees will bring an action for a declaratory judgment of the invalidity, unenforceability, or non-infringement of any of the Licensed Patents; initiate a re-examination, an inter-partes review, post-grant review, opposition or any other invalidation proceeding either within or outside the Territory with respect to any Licensed Patents; or assert any other legal challenge to the ownership, infringement, validity and enforceability of any of the Licensed Assets.

ARTICLE 4

Representations and Warranties

Each Party hereby represents and warrants to the other Party as follows:

11

Transferor hereby represents and warrants to Transferee that, as of the Effective Date:

Transferee represents and warrants that it has not relied solely on information provided by Transferor, and has conducted its own due diligence investigation to its own satisfaction prior to entering into this Agreement. Transferee acknowledges that the information provided by Transferor with respect to the Licensed Assets and Third-Party License Agreements was sufficient for Transferee to fully appreciate the scope of the Licensed Assets and Third-Party License Agreements and that Transferor has always acted in a cooperative manner regarding any request by Transferee for additional information regarding the Licensed Assets and Third-Party License Agreements.

12

EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 4, THE LICENSED ASSETS AND ANY ASSETS OR RIGHTS UNDER ANY THIRD-PARTY LICENSE AGREEMENT ARE PROVIDED “AS IS,” AND TRANSFEROR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TRANSFEROR DOES NOT WARRANT THE PERFORMANCE OF THE COMPOUND OR ANY LICENSED PRODUCT, INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY OR THE LIKELIHOOD OF SUCCESS OF ANY CLINICAL STUDY OR APPLICATION FOR MARKETING AUTHORIZATION RELATING TO THE COMPOUND OR ANY LICENSED PRODUCT CURRENTLY IN DEVELOPMENT OR FOR WHICH MARKETING AUTHORIZATION HAS NOT YET BEEN GRANTED EITHER IN THE UNITED STATES OR IN ANY OTHER COUNTRY.

ARTICLE 5

Reporting, Recordkeeping, and Auditing

Transferee or its agent shall keep full, true, and accurate records and books of account in sufficient detail to permit convenient calculations of the milestones and other amounts payable or paid in connection with this Agreement or any Third-Party License Agreement, as well as to evidence Transferee’s use of any Licensed Asset or any asset or right under any Third-Party License Agreement, in any case for at least five (5) years from the end of the calendar year to which they pertain. Transferee shall further cause its Affiliates and sublicensees to keep similar books or generally-accepted equivalents.

13

Within thirty (30) days following receipt of a written request from Transferor, but no more than once every (12) twelve months, Transferee agrees to permit an independent audit of the relevant financial, manufacturing, shipping, and other records of Transferee during normal business hours for the sole purpose of ensuring compliance with this Agreement or any Third-Party License Agreement. The audit must be conducted in confidence, and the auditing firm shall provide copies of the audit results to Transferor (or its designees), which shall treat such information in accordance with the provisions of Article 9. Transferee shall promptly remedy any payment failure or shortfall disclosed by such audit. Such audit must be conducted by an accounting firm reasonably acceptable to Transferee at Transferor’s expense. However, if such audit determines that any payments due to any party in connection with this Agreement or any Third-Party License Agreement were higher by five percent (5%) or more than the amounts paid by Transferee for any audited period, all costs of the audit and any unpaid amounts will be paid to Transferor by Transferee, together with interest on such unpaid amounts at the rate of 1% per month, within thirty (30) days after Transferee is notified of the same.

ARTICLE 6

Diligence

Transferee shall exercise commercially reasonable efforts and diligence in developing and commercializing the Compound and Licensed Products and obtaining Regulatory Approvals with respect thereto, in each instance in the Territory in the Field, such commercially reasonable efforts and diligence to be in accordance with the efforts and resources a similarly-situated company would use for a product candidate owned by it or to which it has rights that is of similar market potential as the Compound or Licensed Product, taking into account the competitiveness of the marketplace, the proprietary position of the Compound or Licensed Product, the relative potential safety and efficacy of the Compound or Licensed Product, the cost of goods and availability of capacity to manufacture and supply the Compound or Licensed Product at commercial scale, the profitability of the Compound or Licensed Product, and other relevant factors (including technical, legal, scientific, and medical factors).

ARTICLE 7

Prosecution and Maintenance

Transferor (or its designee) shall have the sole right to, as applicable, prepare, file, prosecute, and maintain the Licensed Patents. Transferee shall pay all costs associated therewith. Transferee shall provide such assistance to Transferor (or its designee) at Transferee’s expense as Transferor may reasonably request, and shall promptly notify Transferor of all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of the Licensed Patents. In the event that Transferor (or its designee) elects not to prepare, file, prosecute, or maintain any Licensed Patent with respect to the Field in the Territory, then Transferor shall provide Transferee with written notice of such election, and Transferee shall thereafter have the right to prepare, file, prosecute, and maintain the Licensed Patents, in each instance solely with respect to the Field in the Territory.

14

ARTICLE 8

Confidentiality

Each Party (a “Receiving Party”) may disclose to the other Party (a “Disclosing Party”) certain Confidential Information in connection with this Agreement. All Confidential Information shall be maintained in confidence, shall not be disclosed to any third party, and shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Notwithstanding the foregoing, Transferor may disclose any Confidential Information of Transferee as reasonably necessary or advisable to licensors, collaboration partners or investors, or potential licensors, collaboration partners or investors, in Transferor or any of its Affiliates. The Receiving Party shall ensure that each of its personnel holds in confidence and makes no use of the Disclosing Party’s Confidential Information for any purpose other than those expressly permitted under this Agreement or otherwise required by Law.

The restrictions herein provided on the use of Confidential Information shall not apply with respect to Confidential Information which the Receiving Party can prove:

15

Except as expressly provided herein, this Agreement will not be construed as granting or conferring, either expressly or by implication, any rights, licenses, or relationships by the furnishing of Confidential Information.

Each Party acknowledges and agrees that the Confidential Information of the other Party constitutes proprietary information or trade secrets valuable to the other Party, and that the unauthorized use, loss, or outside disclosure of such Confidential Information will cause irreparable injury to the other Party. Each Party shall notify the other Party immediately upon discovery of any unauthorized use, loss, or disclosure of Confidential Information and shall, at its own expense, cooperate with the other Party in every reasonable way to help regain possession of such Confidential Information and to prevent its further unauthorized use.

Except as may be required by applicable Law, no Party shall make, or cause to be made, any press release, public announcement, or otherwise communicate with any news media, or make any academic or scientific publication or presentation in respect of the Compound, the Licensed Assets, this Agreement, or the transactions contemplated hereby without the prior written consent of the other Party. The Parties shall cooperate as to the timing and contents of any permitted press release, public announcement, or other such communication.

ARTICLE 9

Term and Termination

This Agreement will commence on the Effective Date and, unless earlier terminated pursuant to Section 9.2, shall remain in full force and effect until expiration of the last to expire of the Licensed Patents or entry of a final judgment ruling all of the Licensed Patents to be invalid or unenforceable (the Term).

(i) upon at least ninety (90) days prior written notice (or thirty (30) days prior written notice to the other Party in the event of a payment default) for any material breach of this Agreement or the Services Agreement (including, but not limited to, a failure to make any

16

payment owing to Transferor under this Agreement or the Services Agreement, a failure of Transferee to develop the Compound and the Licensed Product and fund the Product Development in accordance with Sections 2.4 and 6.1 and the Development Plan, or a breach of Sections 3.3 or 13.3), by the other Party that remains uncured at the end of such 90-day or 30-day period, as applicable;

(ii) upon at least ten (10) days prior written notice to the other Party upon or in connection with the occurrence of a Liquidity Event or Major Financing;

(iii) immediately upon written notice to the other Party pursuant to Section 2.6(d); or

(iv) upon at least sixty (60) days prior written notice to the other Party following the third (3^rd) anniversary of the Effective Date.

For the avoidance of doubt, any termination of this Agreement under this Section 9.2 in connection with a Liquidity Event, Major Financing, or Major Transaction may be made effective prior to the occurrence of such event or made conditional on the occurrence of such event, as specified in an applicable notice of termination.

In the event of any expiration or termination of this Agreement, the Parties will enter into good faith negotiations to terminate and unwind the license granted hereunder and wind down any ongoing development or commercialization of the Compound or Licensed Product, but failing any mutual written agreement between the Parties to the contrary, the following will occur:

17

ARTICLE 10

Indemnification

Transferor shall indemnify, defend, and hold harmless Transferee and its officers from and against any and all Losses arising out of or based on any breach of Transferor’s representations and warranties set forth in Article 4, except with respect to Losses for which Transferor is entitled to indemnification under Section 10.2.

Transferee shall indemnify, defend, and hold harmless Transferor, its Affiliates, and its and their respective members, managers, officers, directors, shareholders, licensors, and personnel (collectively, “Indemnitees”) from and against any and all Losses arising out of or based on: (i) any breach of Transferee’s representations and warranties set forth in Article 4; (ii) Transferee’s or its sublicensee’s unauthorized use of any Licensed Asset or any asset or right under a Third-Party License Agreement; and (iii) the development, formulation, manufacture, clinical trial, marketing, sale, distribution or any other use by or through Transferee of the Compound or Licensed Product, including all recalls warranty claims, and product liability claims arising in connection with the Compound or any Licensed Product manufactured, used or distributed by Transferee or its affiliates, agents, representatives or sublicensees;

18

excluding, in each case, any Losses attributable to the negligence, willful misconduct or breach by Transferor of its obligations under the Services Agreement; and, excluding further, any losses for which Transferor has an indemnification obligation pursuant to Section 10.1.

In the event of a claim by a party for indemnification under this Article 10, such indemnified party shall give the indemnifying Party prompt notice of the claim and copies of all papers served upon or received by the indemnified party relating thereto. The indemnifying Party shall have the exclusive right to control the defense of such claim and all negotiations for its settlement or compromise; provided that the indemnifying Party will not have the right to bind the indemnified party to any non-financial settlement, consent, or other agreement without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed. The indemnified party shall provide reasonable assistance to the indemnifying Party, at the indemnifying Party’s expense, in connection with the defense of any such claim. The indemnified party shall have the right to participate in the defense of any such claim, at its expense.

ARTICLE 11

Insurance

During the clinical trials (including Phase I, Phase II, and Phase III trials as prescribed by FDA regulations and equivalent trials under the laws and regulations of a foreign country) prior to the first commercial sale of a Licensed Product, and then at such time as any product, process, or service relating to or developed pursuant to this Agreement is being commercially distributed or sold (other than for the purpose of obtaining Regulatory Approvals) by Transferee or any Affiliate, sublicensee, or agent of Transferee, Transferee shall be added as a named insured to Transferor’s policies of commercial general liability insurance.

ARTICLE 12

Limitations and Disclaimers

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE LIMITATIONS SET FORTH IN THIS SECTION 12.1 WILL NOT APPLY WITH RESPECT TO (A) A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 9 OR SECTION 2.1 OR 2.3; (B) ANY AND ALL AMOUNTS PAID WITH RESPECT TO INDEMNIFICATION OF THIRD-PARTY CLAIMS; OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN ITS PERFORMANCE HEREUNDER.

IN NO EVENT WILL TRANSFEROR’S AGGREGATE LIABILITY FOR DAMAGES OF ANY TYPE IN CONNECTION WITH THIS AGREEMENT EXCEED ONE MILLION UNITED STATES DOLLARS (US$1,000,000).

19

ARTICLE 13

Miscellaneous

All notices, requests, claims, demands, and other communications regarding this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by email, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses:

This Agreement, together with the Services Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements and understandings, whether written or oral, between the Parties with respect to such subject matter.

No Party hereto may, in whole or in part, assign its interests and/or obligations under this Agreement to any Person (including by operation of law, judicial process, or otherwise) without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided, that either Party shall have the right to assign this Agreement without such consent to an Affiliate of such Party for such time and so long as such Person remains an Affiliate of such Party. Any assignment by an assignee permitted under this Section 13.3 to any Person who is not an Affiliate of the original assigning Party shall require the prior written consent of the other Party.

20

The words “hereof,” “herein,” “hereunder,” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” (and variations thereof, such as “includes”) is not limiting and means “including without limitation.” Unless otherwise provided, references in this Agreement to “Dollars,” “dollars” or “$” are to U.S. Dollars. The captions and headings of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

The relationship between the Parties is and shall be that of independent contractors. This Agreement does not establish or create a partnership or joint venture between the Parties. Neither Party shall have any right or authority to bind, or enter into any contract on behalf of, the other Party, nor shall either Party hold itself out as having such authority.

In the event that a court of competent jurisdiction shall find any provision herein illegal, invalid, or unenforceable, that provision shall be enforced, if possible, to the greatest extent allowed by Law in accordance with the Parties’ intent as reflected by this Agreement. If that provision cannot be enforced, the remainder of this Agreement will be enforced to the greatest extent possible, and the offending provision will be treated as though not part of this Agreement.

Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

This Agreement may not be amended or modified except by an instrument in writing signed by authorized representatives of Transferor and Transferee.

This Agreement is deemed to be consummated in the State of New York, U.S.A. The terms and provisions of this Agreement shall be construed and interpreted pursuant to the laws of the State of New York, without regard to the conflict of law rules or principles thereof (other than Section 5-1401 of the New York General Obligations Law). The state or federal courts located in the State of New York are the agreed-upon forum for the resolution of all disputes arising hereunder, and the parties hereto, their officers, and employees hereby (a) consent and submit to the exclusive jurisdiction and venue of the aforesaid courts for the purpose of resolving all disputes arising under or related to this Agreement and (b) consent to service of process by registered mail, return receipt requested, or any other manner consistent with federal or New York laws.

This Agreement may be executed in one or more counterparts, and by the respective Parties in separate counterparts, including by facsimile or by .PDF signature, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Agreement.

21

The failure of either Party to enforce at any time any of the provisions of this Agreement will in no way be construed to be a waiver of any such provision, nor in any way affect the validity of this Agreement or any part of it or the right of either Party after any such failure to enforce each and every such provision. No waiver of any breach of this Agreement will be held to be a waiver of any other or subsequent breach.

Each Party will execute and deliver such additional instruments and other documents and use commercially reasonable efforts to take or cause to be taken all actions, and to do or cause to be done all things, necessary under applicable Law to consummate all transactions contemplated hereby.

Each Party acknowledges that monetary damages are an insufficient remedy for (a) any actual or threatened breach by Transferee of any of its obligations arising under Section 2.1 or 2.3 or (b) any actual or threatened breach by either Party of its obligations under Article 9; that the other Party shall be entitled, without waiving other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction to prevent or enjoin such actual or threatened breach.

This Agreement has been negotiated by the Parties and their respective counsel in good faith and will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any Party.

Neither Party shall be liable to the other for failing to carry out the terms of this Agreement where such failure is the result of a strike or other labor disturbance; acts, regulations, or laws of any government; war or civil commotion; failure of common carriers; fire; flood; earthquake; storm; or any other event beyond the reasonable control of the affected Party. In the event of any such event that results in a Party’s failure to carry out the terms of this Agreement, the non-performing Party shall provide prompt written notice to the other Party, and shall promptly take reasonable steps to eliminate or correct or minimize the effects thereof and to resume performance of its affected obligations as soon as practicable. Should the event continue to prevent performance for a period of sixty (60) days or more, the Parties shall enter into good faith discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable having regard to the circumstances prevailing at that time.

Transferee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including the “Export Administration Regulations and Arms Export Control Act,” as amended) controlling the export of technical data and other commodities. The transfer of such items may require a license from the cognizant agency of the U.S. government or written assurances by Transferee that it shall not export such items to certain foreign countries without the prior written approval of such agency.

(signature page follows)

22

IN WITNESS WHEREOF, intending to be legally bound, the Parties have caused this License Agreement to be executed by their duly authorized representatives.