exhibit 10. 1 exhibit 10. 1 asset purchase agreement by and among blackbird biofinance, llc, as seller, dr. scott antonia and sam shrivastava as principals, cellular biomedicine group, inc. as parent, cellular biomedicine group vax, inc. as buyer dated as of june 8, 2015 1 1 1 1 asset purchase agreement this asset purchase agreement ( this “ agreement ” ), is made and entered into as of june 8, 2015, by and among blackbird biofinance, llc, a ohio limited liability company ( “ seller ” ), dr. scott antonia ( “ antonia ” ), sam shrivastava ( “ shrivastava ” and together with antonia, the “ principals ” ), cellular biomedicine group, inc., a delaware corporation ( “ parent ” ), and cellular biomedicine group vax, inc., a california corporation and a wholly - owned subsidiary of parent ( “ buyer ” ). recitals whereas, seller is the exclusive licensee of that certain standard exclusive license agreement with sublicensing terms ( agreement number lic14093 ) dated april 22, 2014 by and between the university of south florida research foundation, inc. ( “ usf ” ), a nonstock, nonprofit florida corporation and a direct support organization of the university of south florida ( “ university ” ), and seller, as amended by the corresponding amendment number 1, dated march 24, 2015 ( as so amended, the “ license agreement ” or the “ license ” ) and is engaged in the business of researching, developing, commercializing and exploiting the licensed trade secrets ( as defined below ) and any and all derivatives thereof, work product based thereon, and improvements ( as defined below ) thereon, the master vaccine bank ( as defined below ) and any and all derivatives thereof, work product based thereon, and improvements thereon, the technology ( as defined below ) and any and all derivatives thereof, work product based thereon, and improvements thereon in the field of all medical and therapeutic applications anywhere in the world ( the “ business ” ) ; whereas, seller has certain rights in and to ( i ) the licensed trade secrets and derivatives thereof, work product based thereon and improvements thereon, ( ii ) the business, ( iii ) the master vaccine bank, and derivatives thereof, work product based thereon, and improvements thereon, and