ADVISORY BOARDAGREEMENT

The Advisor will advise, consult for and on behalf of the Company’s management, employees and agents, at reasonable times, as requested by the Company and shall provide the Services set forth on Exhibit 1.

Advisor will participate in 3-4 SAB meetings per year by phone. Additionally, consultation of up to 2 hours per month on average may be sought by the Company by telephone, written correspondence or in person at the Advisor’s office and will involve reviewing activities and developments in the Company’s field of activity.

For purposes of this Agreement, the “Effective Date” shall be the date that this Agreement is fully executed by both parties.

In connection with the execution of this Agreement, the Company will issue to Advisor options to purchase 667,397 shares of common stock of the Company, having $0.0001 par value per share (the “Common Stock”), exercisable for 10 years at an exercise price to be calculated as the average of the Applicable Daily Closing Share Price (as defined below) for the 10 trading days prior to the date of formal approval of the grant of options by the Board of Directors. The Advisor acknowledges that the Company may be prohibited by the AIM Rules for Companies (the “AIM Rules”) from granting such options on the Effective Date, but that, subject to the approval of the Board of Directors, such options shall be granted as soon as practicable, lawful and otherwise permitted under the AIM Rules. These options shall vest in three equal increments over a 3-year period starting from the grant date of the options; however, vesting will be accelerated in case of a change of ownership pursuant to the terms set forth in the option grant agreement.

For purposes of Section 2(a) above, the “Applicable Daily Closing Share Price” shall be calculated on a given date as (x) if the Common Stock is listed on a U.S. national securities exchange, the last closing trade price of the Company’s Common Stock, as reported by Bloomberg, L.P., on that date, or (y) if the Common Stock is not listed on a U.S. national securities exchange, the closing price of the Company’s Common Stock as reported on the MEDU ticker listed on the London Stock Exchange AIM market on that date.

Reasonable expenses of the Advisor incurred at the request of the Company (including phone and other expenses incurred in the normal course of business on behalf of the Company and travel expenses incurred in connection with Company related business in accordance with the Company’s travel policy) will be reimbursed promptly by the Company, subject to customary verification and prior written approval.

Term. The term of this Agreement will begin on the Effective Date of this Agreement and will end on the third anniversary of this Agreement or upon earlier termination as provided below (the “Term”); provided that the Term may be renewed for successive one-year periods. This Agreement may be terminated at any time upon written notice by either party.

The Advisor hereby acknowledges that he is aware that the Company is a company who’s issued shares have been admitted to trading on the AIM market of the London Stock Exchange. Information imparted and/or to be imparted by the Company to the Advisor regarding the Company and/or the Company’s subsidiary is or may be “inside information” relating to the Company and/or the securities of the Company within the meaning of the UK’s Criminal Justice Act 1993. As such, the Advisor may hereafter become “an insider” in relation to the Company. The Advisor hereby agrees to being made an insider and that, entirely without prejudice to the generality of the foregoing provisions hereof, that he will not:

use Confidential Information in relation to the Company and/or its subsidiary to deal or encourage any other person to deal in securities of the Company. For the purposes of the foregoing the term “deal” is to be construed in accordance with the UK’s Criminal Justice Act 1993; and

The Advisor recognizes that the Company is engaged in a continuous program of research, development, and production with respect to its business. The Company possesses or has rights to information that has been created, discovered, developed or otherwise become known to the Company (including information developed by, discovered by or created by Advisor which arises out of the advisory and consulting relationship with the Company) that has commercial value in its business (“ProprietaryInformation”). For example, Proprietary Information includes, without limitation, inventions (whether or not patentable), patent applications, trade secrets, discoveries, experiments, research, concepts, ideas, techniques, methods, processes, testing procedures, formulas, compositions, data, know-how, computer programs, computer code, and improvements in the foregoing, as well as names and expertise of employees, consultants, customers and prospects, and technical, business, financial, marketing, customer and product development plans, forecasts, strategies and any other information relating to the Company’s business and/or fields of interest.

All Proprietary information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, copyrights, trade secrets and other proprietary rights in connection therewith. Advisor hereby assigns to the Company any rights it may have or acquire in such Proprietary Information. Advisor specifically agrees that the foregoing assignment shall include any and all rights it may have, had, acquire, or acquired in the Proprietary Information of the Company and its subsidiaries, if applicable. Additionally, Advisor agrees to perform all reasonable acts requested by the Company or its representatives to perfect and enforce such rights.

All documents or other media, records apparatus, equipment and other physical property whether or not pertaining to Proprietary Information, furnished to the Advisor by the Company or produced by Advisor or others in connection with the consulting relationship shall be and remain the sole property of the Company. Advisor shall return and deliver all such property of the Company immediately as and when requested by the Company. The Advisor shall return and deliver all such properly (including any copies thereof) upon request and, even without any request, upon termination of the consulting relationship.

During the Term, the Advisor will not engage in providing advisory services to other entities in the field of ex vivo genetic modification of autologous tissue.

During the Term and for twelve (12) months after the termination of the Term for any reason, the Advisor will not solicit any employee of the Company to leave the Company for any reason or to devote less than all of any such employee’s full efforts to the affairs of the Company.

Independent Contractor. Withholding. The Advisor will at all times be an independent contractor, and as such will not have authority to bind the Company. Advisor will not act as an agent nor shall he be deemed to be an employee of the Company for the purposes of any employee benefit program, unemployment benefits, or otherwise, The Advisor recognizes that no amount will be withheld from his compensation for payment of any federal, state, or local taxes and that the Advisor has sole responsibility to pay such taxes, if any, and file such returns as shall be required by applicable laws and regulations. Advisor shall not enter into any agreements or incur any obligations on behalf of the Company.

Assignment. Due to the personal nature of the services to be rendered by the Advisor, the Advisor may not assign this Agreement. The Company may assign all rights and liabilities under this Agreement to a subsidiary or an affiliate or to a successor to all or a substantial part of its business and assets without the consent of the Advisor. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon each of the heirs, assigns and successors of the respective parties.