CONFIDENTIAL SERVICES AGREEMENT

PCT will comply (i) with the Federal Food, Drug and Cosmetic Act as amended, the regulations promulgated thereunder and implementing guidances (the “Act”) and (ii) in all material respects with all other applicable United States laws, rules and regulations of any state, federal or local government or regulatory agency (“Regulatory Agency”) (except that with respect to the manufacture of Product, PCT will comply in all respects with GMP) in each instance, that governs the Services (the “Applicable Laws”) and in effect as of the Effective Date. If Applicable Laws change, PCT will, subject to Prospective Illegality, make commercially reasonable efforts to satisfy the new requirements.

Unless otherwise provided in the Agreement, PCT shall perform the Services at one or more of PCT’s facilities located in the United States, as determined by PCT and agreed to by Client (each a “Facility”); provided, however, that if the Agreement provides that Services will be performed at a specific Facility, then Services will only be provided at such Facility.  If Client desires Services, including but not limited to manufacturing Services, to be performed at another PCT Facility, provided the MV Facility where Services were to be performed has not been changed so as to preclude the performance of such Services, Client agrees that performance of Services of such Client initiated services at such additional PCT Facility, if provided by PCT, will be for additional fees and at Client’s costs and expenses pursuant to a Program Amendment Order or other writing between the Parties or as an Additional Service as defined below.  Such fees, costs and expenses at such additional Facility may include, without limitation, those associated with (i) technology transfer to the additional Facility, (ii) training of PCT staff, (iii) validation and qualification of equipment, people, space resources, Services related processes, methods and procedures and (iv) other

activities associated with providing the desired services at the additional PCT Facility.

Within thirty (30) days after PCT’s or Client’s request, the Parties will negotiate [*] and execute a document (a “Quality Agreement”) setting forth the (i) responsibilities of each Party’s personnel in relation to quality assurance matters and (ii) responsibilities for material compliance with Applicable Laws, including GMP as appropriate. PCT is responsible for such compliance while Product is in the possession of PCT or third party vendors performing Third Party Testing and Client is responsible for compliance at all other times. Failure to execute a Quality Agreement will not be a default nor be the basis of a termination of the Agreement. If there is a discrepancy between the Quality Agreement and Agreement, the Agreement shall control except that with respect solely to quality assurance/quality control, the terms of the Quality Agreement shall control.

Unless otherwise provided in the Agreement, PCT’s designated point of contact (the “Point of Contact”) at PCT for Client is George S. Goldberger, Vice President Business Development, or any other individual designated in writing from PCT to Client.

The Points of Contact will coordinate performance of Services with one another. Communications regarding the conduct of Services shall be addressed to or routed through each Party’s Point of Contact.

Client will provide PCT with sufficient amounts of materials with which to perform Services, as well as all documentation and other data as may be available to apprise PCT of the stability of such materials, describe process characteristics, processing, and proper storage and safety requirements.  With respect to any materials that Client may provide to PCT under the Agreement, including but not necessarily limited to reagents, and any Product manufactured hereunder (collectively, “Client Materials”), the following shall apply: (i) Client shall at all times retain title to Client Materials, (ii) PCT shall retain exclusive control over Client Materials while such Client Materials are at PCT Facilities and shall not transfer any Client Materials to any third party without the prior written consent of Client except as otherwise provided in this Agreement, the Quality Agreement or SOPs and procedures relating to the Manufacturing Process of Product, (iii) [*] and (iv) PCT shall not take any action inconsistent with Client’s ownership interest in Client Materials, including but not limited to, PCT keeping Client Materials free and clear of any claims, liens, encumbrances, or security interests, and promptly removing the same at PCT’s sole cost and expense.

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No breach of the Agreement exists if a Party, despite using commercially reasonable efforts, fails to fulfill its obligation due to the action or inaction by the other Party or any person or entity (other than the failing Party’s employees). PCT may utilize suppliers and subcontractors for testing services provided that PCT qualifies such suppliers and subcontractors and utilizes such suppliers and subcontractors in accordance with PCT’s standard quality requirements and SOPs.  PCT will identify the suppliers and subcontractors of such testing services.  Each such supplier and subcontractor shall meet all of the applicable requirements of the Agreement and Quality Agreement. If requested by Client, PCT will solicit quotations from additional third party testing servicers selected by Client and reasonably acceptable to PCT and if Client requires PCT to use any such additional third party testing servicers, Client shall be responsible for PCT’s documented costs and expenses which PCT may reasonably incur in qualifying such additional third party testing servicers. Client and/or its representative may, at Client’s cost and expense, conduct quality assurance audits of PCT’s suppliers and subcontractors.

Other than as necessary in order for PCT to perform the Services under the Agreement, PCT shall not analyze, characterize, modify or reverse engineer any Client Materials or take any action to determine the structure or composition of any Client Materials.

The generation, collection, storage, handling, transportation, movement and release of hazardous materials and waste generated in connection with the Services will be the responsibility of PCT at [*]s cost and expense, unless a separate charge for specialized waste disposal is identified in this Agreement.  [*]

INTENTIONALLY OMITTED.

PCT shall maintain complete and accurate records relating to the Services in accordance with GMP and PCT’s quality assurance SOPs (the “Records”).  PCT shall maintain and retain all Records, which shall include without limitation quality assurance records, batch record documentation, Deviation Reports, Raw Materials data, analytical assays and data, SOPs and other process documents and records related to the Services as required under Applicable Laws including GMP and (A) if not included in the deliverables previously provided to Client pursuant to this Agreement or not provided to Client in connection with any close-out [*] activities as provided in this Agreement, PCT will at, the direction and written request of Client and at Client’s cost and expense (which will include the reasonable time incurred by PCT personnel at its then current and standard hourly rates required to provide and deliver Records) provide such

Records to Client and (B) be retained by PCT for at least [*] years after termination of this Agreement.  Subject to the need to retain Records pursuant to Applicable Laws PCT, at Client’s direction and written instruction and at Client’s cost and expense, will dispose of the Records, provided, further that PCT may retain one (1) copy of such Records as evidence of PCT’s obligations under this Agreement[*].

If Client in connection with the Manufacturing Process (which includes the manufacture, processing, packaging, labeling, quality control testing, release, shipping and storage) of Product either (i) instructs PCT to take actions/steps resulting from PCT notifying Client of a deviation in such Manufacturing Process and such actions/steps result in PCT preparing reports documenting such deviations and/or taking corrective actions to address such deviations or (ii) requests PCT to take additional steps and/or actions to address any deviation and/or corrective action above those that PCT reasonably determines are necessary to address the same, in each instance, PCT, at its option, may treat the time required to address either of the above as Additional Services (as defined in Section 17((l) below) which will be invoiced to Client as provided in Section 17(l) unless Client and PCT have otherwise agreed to in writing.

Client shall accept or reject Product based [*] Client’s receipt and review of batch records documentation including release testing results, against the agreed upon written specifications (“Product Specifications”) for Product.  “Product Specifications” means the list of tests, references to any analytical procedures and appropriate acceptance criteria which are numerical limits, ranges or other criteria for tests described in order to establish a set of criteria to which Product at any stage of the Manufacturing Process for such Product should conform to be considered acceptable for its intended use that are provided by or approved by Client and approved by PCT, as such Product Specifications are amended or supplemented from time to time by mutual agreement of the Parties, in writing.  If Product is not rejected as provided below, such Product shall be deemed accepted. Client shall notify PCT in writing of, as applicable, any Product which has not been manufactured, tested, packaged, labeled, quality control tested, released, stored or shipped in compliance with GMP, the Product Specifications and the associated batch records documentation (“Defective Product”) within thirty (30) days of the date of Client’s receipt of the [*] associated batch records documentation. If a dispute exists as to whether Product is a Defective Product, either Party may request (by notice in writing to the other Party) an

investigation to determine whether a Product is a Defective Product. Either Party, as provided in the Quality Agreement, will bear the upfront costs of the investigation. If a Quality Agreement does not exist, Client is responsible for the upfront costs. Following the investigation’s completion, the Parties will retrospectively share the costs of such investigation equal to the share of responsibility the Parties agree should be assigned to each Party for the Defective Product. [*]

If a Defective Product exists and PCT, at Client’s written request, manufactures additional product to replace the Defective Product, unless expressly agreed to by PCT, the costs of any materials and/or reagents incurred in connection with manufacturing such replacement product shall be an expense reimbursable by Client to PCT. Unless set forth to the contrary in writing by the Parties, the costs for processing such replacement product shall be (i) borne by PCT if responsibility for the Defective Product lies solely with PCT, (ii) borne by Client if responsibility for the Defective Product lies solely with Client and (iii) apportioned between them if both Parties are responsible for the Defective Product in an amount equal to such Party’s share of responsibility for the Defective Product.

The amount and timing of payments are set forth in the Agreement and all amounts are payable in United States Dollars.

Client shall pay and PCT will separately invoice Client for all reasonable [*] costs and expenses [*] incurred by PCT in performing the Services, including, but not limited to:

Costs of reagents, materials and Raw Materials.

[*] costs of travel, accommodations and meals incurred in connection with the Services with such costs to be at the business class level.

Costs associated with outsourced or outside testing/analytical services, including, but not limited to, sterility testing, mycoplasma testing, karyotype testing, viral/adventitious agent testing, γ-irradiation services and other assays not performed by PCT.

Costs associated with any animal testing.

Packaging and shipping costs (including test samples and product) to or from PCT or Client or to or from any third party, including but not limited to contract laboratories or testing facilities and Client designated clinical and/or storage sites.

Costs of providing or receiving in-process or final product quality control test methods beyond those detailed in the Agreement.

Except to the extent expressly provided in this Agreement, in addition to the above, unless the Parties otherwise agree in writing to the contrary, Client shall pay and PCT will separately invoice Client for the following services, costs and expenses which will be provided by PCT either pursuant to a Program Amendment Order or other writing, with such writing to include email or other written, electronic communication or as an Additional Service as provided in Section 17 below:

Costs associated with providing, developing and/or validating/qualifying test methods, including assay services or assay methods and the costs of process and assay test method validation to a level required for submission to the FDA beyond those detailed in the Agreement.

Costs of any equipment purchased, installed, validated and required solely for a Service provided in this Agreement.

Costs associated with storage of any product or specific materials past the duration of the Agreement unless otherwise provided in this Agreement.

Costs associated with any stability assessment or trial for the product requested by Client beyond those detailed in the Agreement.

Environmental monitoring or facility cleaning costs beyond those which are currently incurred by PCT and are due to PCT providing the Services under the Agreement.

Costs of the preparation and submission of documentation provided to Regulatory Agencies beyond those detailed in the Agreement.

Costs of regulatory services beyond those detailed in the Agreement.

Costs related to regulatory and quality services and interactions, including, but not limited to, costs of any additional qualification and/or validation activities to address specific requests received from any Regulatory Agency.

Extension of services for a clinical trial beyond the estimated durations set forth in the Agreement.

Costs of the technology transfer of Services or any part thereof to any GMP manufacturing facility/organization as requested by Client.

In connection with the above Section 4(b)(i) and Section 4(b)(v) costs only, a [*] percent ([*]%) handling fee will be added by PCT to any invoice.  [*]

Except as provided in the Agreement, undisputed payments are due no later than the scheduled date for payment or if no such scheduled date, no later than thirty (30) days after the invoice date, provided, however, notwithstanding the preceding, undisputed invoices for the reimbursement of expenses as set forth in Section 4(b) of this Attachment B are payable upon receipt of such

invoice. Client agrees to advise PCT, in writing within ten (10) days of its receipt of an invoice if it has a good faith dispute as to some or all of the charges (the “Disputed Charges”) set forth in such invoice (with such written notice to state, with specificity, Client’s reason for the Disputed Charges).  As to the Disputed Charges only, the Parties agree that until such Disputed Charge is resolved, such invoice is not payable, provided, however, Client agrees that to the extent expressly provided in this Agreement, if payment is required for the commencement of the performance of particular Services and such payment is a Disputed Charge, PCT upon written notice to Client may refuse to perform such services until the resolution of the particular Disputed Charge occurs and payment is made thereon.  Upon resolution of the dispute associated with each Disputed Charge, the payment of the particular Disputed Charge will again be payable if resolution of such Disputed Charge is in favor of PCT’s position.  If the resolution of such Disputed Charge is in favor of Client’s position, such Disputed Charge, will not be payable until such time as PCT issues a new invoice with a new due date reflecting the Disputed Charge’s resolution.  Undisputed amounts and amounts which are no longer in dispute (after either resolution thereof or the issuance of a new invoice with a new due date) which remain unpaid after the due date accrue interest at the rate of the lesser of [*] percent ([*]%) per annum or the maximum rate allowed by law, from the date such payment is due until paid in full.

If a Quality Agreement does not exist or does not address the disposal of product, Client is responsible for such costs.

Payments and Fees are subject to a cost of living adjustment (“COLA”) effective January 1, 2016 and on January 1 of each successive year (each a “Determination Date”). For the twelve (12) month period following the applicable Determination Date, payments and fees may be increased by COLA.  PCT will notify Client in writing of any COLA increase and the changes, if any, in the various payments and fees payable by Client to PCT which increases will be based upon the percentage increase in the U.S. Bureau of Labor Statistics Consumer Price Index For All Urban Consumers (CPI-U) in the state in which the majority of the Services have been provided during the twelve (12) month period ending in the month preceding the month in which PCT notifies Client of the applicable COLA adjustment. Such increases will become effective on the Determination Date set forth in such COLA notification and such COLA notification will be binding and enforceable against Client absent manifest error.

“Confidential Information” is information received by one Party (the “Receiving Party”) from or on behalf of the other Party (the “Disclosing Party”) that is identified as being confidential (and includes the terms and provisions of this Agreement) or which might permit the Receiving Party to obtain a competitive advantage over those who do not have the information. Confidential Information includes without limitation, any and all non-public scientific, technical, financial, regulatory or business information, or data or trade secrets in whatever form (written, oral or visual) that is furnished or made available by or on behalf of the Disclosing Party to the Receiving Party or developed by either Party under the Agreement.  Confidential Information of Client includes without limitation, the ICT Platform, Manufacturing Process, the Master Batch Record (“MBR”) for the manufacture of Product, Product Specifications, Client Materials, Raw Materials, Client Background Intellectual Property and New Intellectual Property, and any and all copies and derivations of and improvements on Client Confidential Information.  Each Party solely owns its Confidential Information.  [*] Confidential Information does not include information which (i) is or becomes a part of the public domain through no act or omission of the Receiving Party or anyone to whom the Receiving Party disclosed Confidential Information, (ii) is or was in the Receiving Party’s lawful possession prior to the disclosure by or on behalf of the Disclosing Party as shown by the Receiving Party’s written records, (iii) is disclosed to the Receiving Party by a third party entitled to disclose such Confidential Information or (iv) was independently developed by the Receiving Party without use of or access or reference to the Confidential Information of the Disclosing Party as shown by the Receiving Party’s written records.

Receiving Party may disclose Confidential Information to an affiliate, employee or agent or contractor (including consultants) under similar written obligations not to use or disclose and to keep the Confidential Information confidential. If disclosure is requested by law or regulation or a valid court order or other governmental body having jurisdiction (including the Securities and Exchange Commission), the Receiving Party will make reasonable efforts to notify the Disclosing Party prior to disclosure to permit Disclosing Party to oppose such disclosure or obtain a protective order or confidential treatment thereof, at Disclosing Party’s cost by appropriate legal action.  If Receiving Party becomes obligated to disclose such Confidential Information in any legal or administrative proceeding, then Disclosing Party shall reimburse Receiving Party all of Receiving Party’s reasonable documented costs and expenses related thereto, including the time Receiving Party’s personnel spend in complying with such disclosure obligations.

Except as expressly set forth in this Agreement, Receiving Party shall not use or disclose Disclosing Party’s Confidential Information except to perform obligations, exercise rights or as otherwise expressly permitted under the Agreement. [*] Notwithstanding the preceding, nothing shall prohibit the Receiving Party from summarizing the terms of this Agreement, or from filing the Agreement as an exhibit, in documents the Receiving Party is required to file with any Regulatory Agency, including, but not limited to, the Securities and Exchange Commission; provided that such disclosure shall be only to the extent required to comply with Applicable Laws and the Receiving Party provides the Disclosing Party with a copy of the proposed disclosure prior to such filing.  [*]

Upon termination of the Agreement, Receiving Party shall (i) immediately cease using the Confidential Information and (ii) at the written request of Disclosing Party, promptly, at the Disclosing Party’s cost, destroy or return the tangible embodiments of such Confidential Information. Receiving Party may retain a copy of Confidential Information for the purpose of determining its obligations under the Agreement and for legal and regulatory compliance purposes. The confidentiality, non-disclosure and non-use obligations shall continue for a period of [*] years after the termination of the Agreement.

Money damages would not be a sufficient remedy for any breach of the confidentiality obligations set forth herein and, in addition to all other remedies, the Disclosing Party is entitled to seek injunctive or other equitable relief as a remedy for such breach without posting a bond.

PCT shall disclose and provide to Client documentation of all methods, procedures and processes utilized by PCT in connection with the Services provided pursuant to the Agreement.  Other than documentation relating to the Manufacturing Process for a Product, Other ICT Products or the ICT Platform, which is Confidential Information solely owned by Client, all such documentation and disclosure will constitute Confidential Information within the meaning of section 5(a) of these Terms and Conditions.

As applicable, PCT, its parent or affiliates shall retain ownership of all PCT know-how, processes and procedures that existed and that PCT owned or controlled by, as applicable PCT, its parent or affiliates prior to the Effective Date (the “PCT Background Intellectual Property”).  PCT will not use or implement or incorporate any PCT Background Intellectual Property into either the Product, the Manufacturing Process and/or ICT Platform or ICT Platform activities. Client shall

retain sole ownership of all know-how, processes and procedures that existed and that Client owned or controlled before PCT commenced providing Services to Client under the Agreement, including without limitation the Manufacturing Process for a Product, Other ICT Product and the ICT Platform (the “Client Background Intellectual Property”).  For purposes hereof, “controlled” means, with respect to a Party’s Background Intellectual Property, the right, not subject to consent and without violating any legal rights of a third party, to grant a license or sublicense.

Client owns and shall own all right, title and interest in and to the Manufacturing Process (which includes the ICT Platform and ICT Platform activities) and any Product, Client Equipment, Client Materials, Raw Materials (which if provided by PCT have been paid for by Client), deliverable, product and/or process change, improvement, development, invention or discovery, including new uses for the Manufacturing Process, ICT Platform, Product or improvements to the Client Background Intellectual Property or the PCT manufacturing know-how, process and procedures, that result from the Services provided by PCT pursuant to the Agreement, and all intellectual property rights (including enforcement rights) and know-how therein, whether or not patentable, made, conceived or reduced to practice by or on behalf of PCT alone or with others resulting from the Services (collectively, “New Intellectual Property”).  PCT shall notify Client in writing of any and all New Intellectual Property promptly after its conception, development or reduction to practice. Without additional consideration, PCT hereby assigns and transfers to Client all of its right, title and interest in and to the New Intellectual Property and agrees to take, and to cause its employees, agents, contractors and consultants to take, all further acts reasonably required to evidence such assignment and transfer to Client, at Client’s cost and expense.

Work output will be prepared on PCT’s standard format and, except as provided above, Client will have exclusive title to all Products delivered pursuant to this Agreement including related data, documentation including batch records documentation and testing results, records, specimens and other reports generated pursuant to the Agreement, all of which shall be Confidential Information of Client. PCT and its subcontractors shall keep complete and accurate records pertaining to any New Intellectual Property and shall record, to the extent practical, all data and information relating to the Services in standard laboratory notebooks, which shall be signed, dated, or kept electronically.  Such documentation shall be kept for a period of five (5) years following the year in which any such efforts were made hereunder.  Without limiting the foregoing, all of the data, results, studies, analyses, evaluations and reports generated by or on behalf of PCT

under the Agreement shall be in a form suitable for filing with Regulatory Agencies as part of or in support of (directly or indirectly) any regulatory filings or submissions.

General Representations, Warranties and Covenants. Each Party has the necessary right and authority to enter into the Agreement. Neither Party makes any representation, warranty or covenant except as specified in the Agreement or Quality Agreement.

Representations, Warranties and Covenants of PCT. PCT hereby represents, warrants and covenants (and with respect to subsection (iv) certifies) to Client that:

PCT’s employees and agents have expertise in the relevant subject matter and will perform the Services with due care.

PCT and its Facilities shall operate, manufacture and deliver Product in compliance with Applicable Laws.

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Representations, Warranties and Covenants of Client. Client hereby represents, warrants and covenants to PCT that:

Client has and will maintain during the term hereof, all necessary permits, licenses approvals, registrations, certifications and authorizations with respect to the use, distribution and/or transfer or sale of Product which is the subject of the Agreement.

Client is under no restriction or limitation that would interfere with or hinder, impair or prevent (1) PCT’s performance of the Services or (2) Client’s performance of its obligations under this Agreement.

Client (a) shall not knowingly infringe upon any U.S. or foreign copyright, patent, trademark, trade secret or other proprietary or intellectual property right, or misappropriate any trade secret of any third party in any manner that would cause any liability, loss or damage

to PCT (it being understood and agreed that if PCT complies with the requirements of the Agreement and the Quality Agreement in performing the Services, it shall not be an act of infringement for PCT to manufacture Product and the use of Product that is manufactured by PCT hereunder shall not be an act of infringement); and (b) has neither assigned nor entered into any agreement assigning or transferring any right, title or interest to any technology or Intellectual Property that would conflict with its obligations under the Agreement.

Client has the unlimited and unrestricted right to deliver to PCT all documentation, including SOPs, development/ qualification/audit reports, MBR and Part Number Specifications or has obtained the necessary permission to make such transfer and/or delivery to PCT.

All products, materials and reagents required for the Services can be sourced possessing the specifications for such items which will enable PCT to perform the Services.

PCT DOES NOT WARRANT THAT PRODUCT RESULTING FROM THE AGREEMENT IS SAFE OR EFFICACIOUS OR SUCCESSFUL. PCT EXPRESSLY MAKES NO WARRANTY OR GUARANTY WHATSOEVER THAT ANY FDA SUBMISSION PREPARED AS A RESULT OF PERFORMING SERVICES WILL SATISFY THE REQUIREMENTS OF ANY REGULATORY AGENCY AT THE TIME OF SUBMISSION.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION 8, THE PARTIES SPECIFICALLY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

Duration. The Agreement and the performance by Services by PCT hereunder shall terminate on the earlier to occur of (i) December 31, 20018 (unless extended in writing by the Parties), (ii) the expiration of the Close-Out Period and (iii) termination of the Agreement pursuant to this Section 9 of Attachment B. The obligations in Sections 2(f), 2(i), 2(j)), 2(l), 5, 6, 8, 9, 10, 12, 13, 14, 16 and 17 of this Attachment B shall survive expiration or termination of the Agreement.

PCT’s default. If PCT defaults with respect to material obligations under the Agreement, Client will promptly notify PCT’s Point of Contact by certified mail, return receipt requested or by overnight courier (“Written Notice”) of such material default. PCT has thirty (30) days from receipt of such Written Notice within which to cure such default. If PCT fails to cure such default as identified in the Written Notice, then the Agreement and Quality Agreement may, at Client's option, terminate upon delivery to PCT of a Written Notice terminating the Agreement and applicable Quality Agreement. Upon receipt of such Written Notice of termination, PCT shall terminate the Services.

Client’s default. If Client defaults with respect to material obligations under the Agreement, PCT will promptly provide Client’s Point of Contact with Written Notice of such material default. Client has thirty (30) days from receipt of such Written Notice within which to cure such default. If Client fails to cure such default as identified in the Written Notice, then, at PCT’s option, the Agreement, Quality Agreement and all other agreement(s) then in existence between the parties may be terminated upon delivery to Client of a Written Notice terminating the same and/or PCT may immediately cease performing Services under the Agreement.

INTENTIONALLY OMITTED.

Payments Upon Termination. No later than the date of termination of the Agreement, after application of any Expense Prepayment, Client will pay PCT (i) all amounts to be paid through the date of termination plus [*] reimbursable costs and expenses incurred by PCT prior to the date of termination for which Client is liable to reimburse PCT, (ii) fees for Close-Out activities, if any, if not previously paid [*], and (iii) reasonable[*] costs and expenses which PCT is irrevocably obligated to pay after the termination of the Agreement (provided such irrevocable obligations were incurred prior to PCT’s receipt of Written Notice of termination and provided PCT uses commercially reasonable efforts to reduce such irrevocable obligations).

No default caused by Force Majeure (as defined in Section 15 below) shall constitute a default under this Agreement.

The Agreement may be automatically and immediately terminated by either Party, upon providing Written Notice to the other Party that such termination is the result of the other Party having a liquidator, receiver, manager, or administrator appointed in bankruptcy.

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO OR LIABLE TO THE OTHER PARTY FOR, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR

SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OF ANY OBLIGATION UNDER THE AGREEMENT, EVEN IF A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

Other than as expressly provided for in the Agreement, termination shall not be an exclusive remedy and a Party’s rights and remedies described in the Agreement are not exclusive and are in addition to those rights and remedies available to it at law or in equity.

PCT shall defend and indemnify Client and Client’s agents, trustees, directors, officers and employees (“Client’s Agents”) from all third party claims of any nature, including reasonable attorney’s fees and disbursements (collectively, “Claims”) to the extent arising out of or in connection with any negligence or willful act or omission by PCT or PCT’s directors, officers, members and/or employees (“PCT’s Agents”) related to the performance of the Services, except to the extent any Claim was incurred or occasioned by the negligent or willful acts or omissions of Client and/or Client’s Agents.

PCT shall not indemnify Client or Client’s Agents for any bodily injury (including death) caused by any Product resulting from the Services or Defective Product unless such bodily injury was caused by PCT’s or a PCT Agent’s negligence or willful and intentional act or omission.

Except to the extent, in the case of each of the following, of any Claim that arose in connection with any negligence or willful and intentional acts or omissions of PCT and/or PCT’s Agents, Client shall defend and indemnify PCT and PCT’s Agents from all third party Claims to the extent arising out of or resulting from: (i) the Services and any Products and Defective Product resulting therefrom; (ii) personal injury to a participant in any clinical trial using any product, including Product or Defective Product, (iii) PCT’s use of Client Background Intellectual Property or New Intellectual Property and/or the Client’s Manufacturing Process in connection with the Services violating or infringing on the patents, trademarks, trade names, service marks or copyrights of any third party and (iv) the harmful or otherwise unsafe or unknown effect of any product, including Product, materials, reagents and/or product required for or derived from the Services performed and/or provided by or on behalf of Client to be used in connection with the Services, including any apheresis and blood collections as well as cellular blood products (collectively, “Raw Materials”) or the Product or Defective Product to any person, including without limitation, a third party Claim based upon Client’s or any other person’s or entity’s use, consumption, contact, sale,

distribution or marketing of any Raw Material, Defective Product or Product.

Upon receipt of notice of any Claim, the Party seeking indemnification (the “Indemnified Party”) shall give written notice thereof to the other Party (the “Indemnifying Party”). The Indemnifying Party, at its expense shall promptly assume the complete defense and settlement of such Claim, provided that; (i) the Indemnified Party has the right to participate in the defense of such Claim at its own cost; and (ii) the Indemnifying Party, prior to making any settlement, notifies the Indemnified Party, in writing, of such settlement offer and subsequently consults with the Indemnified Party as to the terms of such settlement. The Indemnifying Party will not, except with the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. The Indemnified Party will fully cooperate, at the Indemnifying Party’s cost and expense, with Indemnifying Party’s defense and possible settlement of such Claim and Indemnified Party will not, except with the prior written consent of the Indemnifying Party, consent to the entry of any judgment, agree to the disposition of or enter into any settlement with respect to such Claim.

The indemnification obligations shall survive for a period of [*] years following the expiration or termination of the Agreement.

PCT’s liability shall not, under any circumstances, exceed the coverage amounts of the insurance that PCT is required to maintain pursuant to Section 14 below as of the Effective Date (regardless of whether PCT, in fact, maintains such insurance, or maintains such insurance in the amounts specified in Section 14, and whether or not a particular liability is covered by such insurance).

AS TO A CLAIM, NEITHER PARTY IS ENTITLED TO PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES.

“Prospective Cost Increase” means either the (i) occurrence of an event outside the control of PCT, including, any Force Majeure event after the Effective Date and which PCT did not contemplate before the Effective Date or (ii) enactment or modification of a foreign, state or federal statute or regulation thereof, including Applicable Laws after the Effective Date and which PCT did not contemplate before the Effective Date, in either the case of (i) or (ii) above, (y) has an impact on

manufacture of Product and (z) as to which compliance by PCT with the terms and provisions of the Agreement would impose an unanticipated financial expense upon PCT. “Prospective Illegality” means any foreign, state or federal statute or regulation now existing or enacted or promulgated or re-interpreted after the Effective Date, including Applicable Laws, that is enacted, interpreted by judicial decision, a Regulatory Agency or legal counsel in such manner as to result in the conclusion that any service required of PCT or Client under the Agreement is in violation of such law, rule, guidance or directive.

If a Prospective Illegality or Prospective Cost Increase occurs, Client and PCT shall promptly negotiate in good faith a Program Amendment Order as necessary to address such occurrence.  To the maximum extent possible, any such Program Amendment Order shall preserve the primary benefits sought to be achieved by this Agreement and the underlying economic and financial arrangements between the Parties[*].  To the extent that a Prospective Cost Increase has occurred, subject to the immediately preceding sentence, pending agreement thereof reflecting the Prospective Cost Increase, PCT on [*] months written notice to the Client, may cease to perform a Service which is the subject of a Prospective Cost Increase[*]. If an agreement cannot be reached, then, unless an earlier date is agreed to by the Parties, the Agreement will automatically terminate on the last day of the month which first occurs after thirty (30) days written notice terminating the Agreement as a result of the existence of the Prospective Illegality.

[*] once during each twelve (12) month period, Client and/or its representatives may conduct a GMP compliance audit (a “GMP Audit”) at each Facility where Services are performed at a time agreed to by the Parties.  During a GMP Audit, Client and/or its representatives may observe, inspect, and audit the manner in which PCT conducts the Manufacturing Process; and (ii) inspect PCT’s Facility, procedures (including SOPs) and records (including Records) relating to the Services, including PCT’s quality and other controls related to the Manufacturing Process.  Client’s costs associated with attending and conducting each GMP Audit shall be at Client’s cost.  Client may schedule a GMP Audit upon providing PCT with a minimum of thirty (30) days prior written notice of the requested GMP Audit. [*] Additional Audits in excess of one (1) GMP Audit per twelve (12) month period (an “Additional Audit”) may be requested at any Facility where Services are provided if PCT receives a minimum of thirty (30) days prior written notice of the Additional Audit and Client pays PCT a Ten Thousand Dollar ($10,000) fee[*].

[*]PCT, upon no less than [*] Business Days’ written notice from Client to PCT’s Point of Contact, will permit Client during Business Hours, to observe and/or consult with PCT at the Facility including during the Manufacturing of any Product (“On-Site Consultations”) with PCT, regarding the performance of Services under this Agreement.  In the event that PCT reasonably determines that as a result of repeated On-Site Consultations within a particular period of time that PCT personnel and/or resources need to be compensated for PCT to continue to provide On-Site Consultations, such determination will be communicated to Client, the Parties shall mutually agree in writing on when PCT shall be compensated for any additional On-Site Consultations and until such agreement no additional On-Site Consultations will be provided by PCT.  PCT will not charge Client more than its hourly rates for the conduct for such additional On-Site Consultations as provided in the table below in Section 17(l), as such rates may be adjusted from time to time.

During the Agreement and for [*] years after the expiration or termination of the Agreement, each Party shall, at all times maintain, at its own expense fully paid insurance coverage, in the amounts set forth below, for:

Comprehensive General Liability (including coverage for bodily injury and property damage) with limits no less than Five Million Dollars ($5,000,000) per occurrence/ Six Million Dollars ($6,000,000) in the aggregate; and

Workers Compensation with limits no less than the minimum statutory amounts under Applicable Laws.

PCT shall maintain Professional Liability and Product insurance coverage with limits no less than Five Million Dollars ($5,000,000) per occurrence/ Five Million Dollars ($5,000,000) in the aggregate.

Immediately prior to the initiation of any human clinical trials using product, including product resulting from the Agreement, and for a period of ten (10) years following the termination of the Agreement, Client shall maintain, at its own expense, product and Professional Liability insurance coverage each with limits no less than Five Million Dollars ($5,000,000) per occurrence/ Five Million Dollars ($5,000,000) in the aggregate.

As requested, each Party shall furnish the other a certificate of insurance evidencing the required insurance set forth above, which certificate shall provide that should the policies be cancelled or materially changed before the expiration date thereof, notice of such cancellation or material change will be delivered to each Party.

Conflicting Terms. To the extent the terms or provisions of the Agreement conflict with the terms and provisions of Attachment B, the terms and provisions of the Agreement control.

Return of Materials. Except as otherwise provided for in the Agreement, materials, equipment or supplies for which Client has reimbursed PCT and/or provided to PCT by Client will be delivered to Client upon termination or expiration of the Agreement at Client’s cost and expense if requested by Client in writing.

Notices. Except for Written Notices, notices shall be in writing and be sent (i) by registered or certified mail, postage prepaid with a return receipt requested, or (ii) by an overnight express delivery service, addressed to the other Party at the address provided in the Agreement or at such other address for which such Party gives notice herein. Notice shall be effective upon the date received.

Assignment. [*] The Agreement shall be binding upon the successors and assigns of the Parties.

Expenses. Each party agrees to pay or reimburse the other party for all reasonable[*] costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement, including all costs and expenses of such Party’s counsel.

Publicity. The Parties shall treat the existence and terms of this Agreement as confidential and shall not disclose such information to third parties without the prior written consent of the other Party or except as provided in Section 5 of the Terms and Conditions or this Section.  The Parties agree they may in press releases, marketing materials or other internal or external written communication disclose the fact (using logo and/or name) that PCT and Client have entered into an agreement for services and/or that PCT provides services to the Client.  Except as permitted in the preceding sentences or otherwise required by applicable law or applicable stock

exchange requirements, and in accordance with Section 5, neither Party shall issue or cause the publication of any other press release or public announcement with respect to the subject matter of this Agreement without the express prior approval of the other Party.

Non-Disparagement. Neither Party will, at any time, disparage the business reputation of the other Party or its affiliates or any of the other Party’s (or affiliates) employees, officers, directors, agents and/or clients.

Non-Solicitation. As long as the Agreement remains in effect and for a period of one (1) year after the expiration or termination of this Agreement, neither Party will, directly or indirectly, alone (including through any affiliate, officer, employee, director or agent) or in concert with others, solicit or encourage any employee or consultant of the other Party or the other Party’s affiliates to leave his or her employment or terminate his or her consultancy with such Party. [*]

Entire Agreement. Except as otherwise provided for in the Agreement, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior or contemporaneous negotiations, promises or agreements (including, but not limited to any proposal submitted by PCT to Client relating to Services to be provided by PCT) of every nature with respect thereto, all of which have become merged and integrated into or be deemed to be merged into the Agreement. No modification to the Agreement shall be effective unless it is in writing signed by each Party.

Waiver and Construction. No waiver of any provision of the Agreement, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such provision. No waiver shall be effective unless made in writing and signed by the waiving Party. If any provision of the Agreement is declared void or unenforceable, such provision will be severed and the balance of the Agreement will remain in full force and effect.

Signatures and Counterparts. The Agreement may be executed by an original, facsimile or electronic signature from a duly authorized person of the respective Parties, and be in two or more counterparts, with such counterparts constituting one instrument.

Additional Fees: If Client requests PCT to perform Services of any kind which are not expressly covered by the Agreement or which PCT reasonably determines are beyond the scope of the Services of the Agreement (collectively, “Additional Services”), such Additional Services will be provided pursuant to Program Amendment Order to the Agreement executed by the Parties or other writing. If Additional Services are requested and the Parties either elect not to execute or fail

to execute a Program Amendment Order or other writing reflecting the Additional Services and payment thereof, Client agrees that, in addition to reimbursing PCT for amounts provided in Section 4 of Attachment B, Client will pay the actual time incurred by PCT in providing such Additional Services which will be based upon PCT’s hourly rates set forth in the table below which hourly rates will be dependent on the PCT staff providing the applicable Additional Services. PCT will in good faith determine the appropriate PCT staff to provide such Additional Services. Upon written notice to Client, PCT may notify Client of changes in the below hourly rates, which revisions to the hourly rates will be effective immediately upon Client’s receipt of such written notification and will apply to the requested Additional Services rendered after the effective date thereof. Hourly charges are applied to the total time devoted to the performance of such Additional Services, including any related travel.

PCT Staff

Rates

Executive Management

[*]

All Other PCT Staff

[*]

No Implied Licenses.  Except as expressly set forth in the Agreement, nothing in the Agreement shall be deemed to grant to either Party any right or license, express or implied, under any patents, patent applications, know-how, technology, inventions or other intellectual property of the other Party.

WAIVER OF JURY TRIAL. PCT AND CLIENT WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THE AGREEMENT. PCT AND CLIENT AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.