Master Services Agreement by and between the Company and Amarex Clinical Research, LLC, dated as of August 20, 2018

During the Term, Amarex agrees to provide services as described in project orders (as amended by any subsequent Amendments (defined below), each a “Project Work Order”) which will be requested of Amarex by Innovate, the form of which is set forth as Exhibit 1. Such services shall be performed in accordance with applicable laws and regulations and the terms and conditions of this Agreement. Amarex agrees to grant Innovate access to Amarex’s electronic data capture system.

After receipt of a Project Work Order request, Amarex shall provide Innovate with a Project Work Order describing the services to be performed and a fee for performing the services. The Project Work Order will be negotiated and mutually agreed to and approved in writing before any work is performed by Amarex and, once executed, will be incorporated by reference into this Agreement.

Innovate or Amarex may request changes in any Project Work Order (a “Change Proposal”) by providing written notification of such changes to the other party, whereupon Innovate and Amarex shall review such request and negotiate in good faith the changes to be implemented. If the parties reach agreement regarding the Change Proposal, Amarex shall submit to Innovate a Project Work Order Amendment (“Amendment”) which will detail all changes and associated cost estimates, and any other proposed revision to the services under the relevant Project Work Order. If the parties execute and deliver such Amendment, it will then be incorporated as part of this Agreement. In the event of a conflict between the terms

This Agreement shall be effective from the Effective Date and shall thereafter remain in full force and effect for a period of three (3) years, unless earlier terminated as provided herein (“Initial Term”). Thereafter, this Agreement may be renewed upon Innovate’s written request for up to two (2) additional one (1) year terms (“each a Renewal Term,” and together with the Initial Term, the “Term”).

As compensation for Amarex’s services hereunder, Innovate shall pay Amarex the undisputed amounts of each invoice prepared by Amarex relevant to services performed under each Project Work Order or any portion thereof. All payments by Innovate for undisputed amounts shall be made within [***] days of the date of Innovate’s receipt of a written invoice from Amarex. Innovate shall notify Amarex of any disputed amounts within [***] days of Innovate’s receipt of the disputed invoice. The parties shall negotiate in good faith to resolve any disputed amounts in accordance with Section 13.04. Unless otherwise expressly provided herein, each party shall be responsible for its own expenses relating to its performance of this Agreement and shall not incur expenses for the other party’s account unless expressly authorized in writing to do so by the other party. Further, Innovate will reimburse Amarex for all pre-approved, reasonable out-of-pocket expenses (without markup) incurred by Amarex in connection with the services; provided, however, that any travel and lodging (if requested by Innovate) expenses must be consistent with Amarex’s company travel policy and any all out-of-pocket expenses that individually or cumulatively exceed [***] Dollars ($[***]) must be approved by Innovate in advance; such pre-approval may be accomplished via e-mail communication. For clarity, reasonable out-of-pocket expenses described or set forth in, and not in excess of, a Project Work Order budget are deemed pre-approved by Innovate. Upon Innovate’s request, Amarex shall provide reasonable documentation to substantiate any out-of-pocket expense. All such out-of-pocket expenses shall be included on the appropriate invoice described in this Section 3.01.

All invoices and/or other requests for payment shall be billable and payable in U.S. Dollars unless otherwise agreed upon in writing by both parties.

All invoices and/or other requests for payment shall be itemized with a reasonable degree of specificity to ensure accuracy in accounting for services and/or goods provided and billed for. All invoices and/or other requests for payment shall be sent to:

Payments to Amarex will be made out to Amarex Clinical Research, LLC (Tax ID: [***]).

A [***]% annual interest rate will be charged to any and all undisputed amounts that remain unpaid past their applicable due dates.

During the Term and for a period of [***] months after its expiration or termination, upon fourteen (14) days’ prior written notice, at its expense once annually and at reasonable times during normal business hours, Innovate shall have the right to audit and examine all records which are necessary to verify performance by Amarex of the services in accordance with any Project Work Order. Innovate will not be entitled to audit (i) data or information of other customers or clients of Amarex; (ii) any cost information unless such is the basis of an out-of-pocket expense; (iii) Amarex’s quality assurance reviews and contract management reports; or (iv) any other confidential Information of Amarex that is not directly relevant for the authorized purposes of the audit. Any notice shall contain detailed information regarding the records and time periods being audited. The auditors and other representatives of Innovate will execute and deliver such confidentiality and non-disclosure agreements and comply with such reasonable security and confidentiality requirements as Amarex may require in connection with such audits. If errors or deficiencies are identified as a result of an audit, Amarex shall take prompt action to correct any such error or deficiency mutually agreed upon by the parties in accordance with the dispute mechanism set forth herein, including refunding any overpayments by Innovate to Amarex within thirty (30) days of being notified of such overpayment.

With respect to any and all information indicated in writing or reasonably understood from the context as being of a confidential nature, including but not limited to, protocols, data forms, and study results acquired by Amarex from Innovate as a result of this Agreement or from performance of the services to be rendered hereunder, Amarex agrees that it will not use said information other than for the purposes of this Agreement, and it will not disclose any of said information to any third party; provided, however, that Amarex may disclose such information (i) on a need-to-know basis to its agents, employees and consultants who are under a written obligation to maintain the confidentiality of said information, (ii) in

which can be shown by written documentation to have been known to Amarex prior to its receipt from Innovate;

which is or lawfully becomes generally available to the public through no fault of Amarex;

which is lawfully acquired from third parties who have a right to disclose such information; or

which by mutual agreement is released from a confidential status.

Innovate will treat Amarex confidential information, including but not limited to, business information, pricing, proprietary software and programs, in accordance with the same terms as Amarex’s treatment of Innovate information, as detailed in Section 4.01 above.

The terms of this Section 4, Section 6, Section 9, and the parties’ obligations hereunder, shall survive for three (3) years after termination or expiration of this Agreement and the completion of all Project Work Orders duly made a part hereof. Further, the provisions of this Agreement that would by their nature survive the expiration or termination of this Agreement, shall survive any expiration or termination of this Agreement for three (3) years.

This Agreement or any Project Work Order may be terminated by Innovate at any time by giving a 30-day prior written notice to Amarex. During the 30-day period between the notice of termination and the effectiveness of such termination, Amarex shall use all reasonable efforts to terminate its work under any Project Work Order being terminated as early as practicable and to reduce or eliminate further costs, and to cancel, if permitted under the terms of applicable agreements, any third party obligations. Within thirty (30) days after the completion of wind-up of the applicable Project Work Order (which wind-up includes receipt by Innovate of any statistical analyses and other deliverables prepared by Amarex, if any, prior to the date of termination), Amarex shall provide Innovate with a written itemized statement of all services already performed by Amarex under the Project Work Order being terminated. In the event of termination of a Project Work Order pursuant to this Section 5.01, Amarex shall be entitled to a payment based on the pro rate amount of services provided by it under such Project Work Order through the later date of termination or winding up period plus pass-through related costs incurred through such date. If the amount already paid by Innovate to Amarex exceeds such pro rate amount, Amarex shall refund such excess to Innovate and if such pro rate amount is greater than the amounts already paid by Innovate

This Agreement may also be terminated by either party (a) upon material default in performance of the other party, provided that any defaulting party shall be given not less than thirty (30) days’ prior written notice of default and the opportunity to cure the default during such period or (b) immediately upon the other party becoming insolvent or bankrupt or making an assignment for the benefit of its creditors, upon appointment of a trustee or receiver for the other party of all or substantially all of its property, or upon the filing of a involuntary petition (unless the case is dismissed by midnight at the end of the sixtieth (60^th) day after commencement) or voluntary petition by or against the other party under any bankruptcy or insolvency law, the reorganization or rearrangement provisions of the United States Bankruptcy Code, or any similar law. If this Agreement is terminated pursuant to this Section 5.02, Amarex shall retain such sums as may have been paid to it by Innovate under the terms of this Agreement to compensate Amarex for services already performed. If the amount previously paid by Innovate exceeds the sum earned by Amarex for services already performed in accordance with the Project Work Order, the excess shall be refunded to Innovate. Innovate shall pay Amarex any additional undisputed amounts owed but not yet paid for services already performed.

If payments for undisputed amounts in any invoice are not received within [***] days of receipt of the applicable invoice, and after fifteen (15) days’ written notice to Innovate, Amarex shall have the right to cease all work and to terminate this Agreement and the applicable Project Work Order if the past due balance is in excess of $[***]. Should any part of the invoice be in dispute, Innovate shall pay the remainder of the undisputed amount according to the terms and conditions described herein while said dispute is being resolved, and the parties will work in good faith to resolve the disputed portion of the invoice within a forty-five (45) day period beginning from the time that Amarex received notification of the disputed portion of the invoice. In addition, Innovate shall provide Amarex with written notice setting forth (in detail) the basis of the dispute and the parties agree to use best efforts to resolve such dispute in an expeditious manner.

Any payments due under this Section 5 shall be made within [***] days after termination.

Innovate agrees to indemnify, defend and hold harmless Amarex and its officers, directors, employees, agents, advisors, representatives, successors and permitted assigns from and against any loss, damage, cost and expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with any third-party claims, proceedings or investigations to the extent arising out of or in connection with actual or alleged gross negligence or willful misconduct of Innovate or its employees.

Amarex agrees to indemnify, defend and hold harmless Innovate and its respective officers, directors, employees, agents, advisors, representatives, successors and permitted assigns from and against any loss, damage, cost and expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with any third-party claims, proceedings or investigations to the extent arising out of or in connection with actual or alleged gross negligence, willful misconduct of Amarex or its employees or permitted contractors.

Each party shall indemnify, defend, protect and hold harmless the other party and its respective officers, directors, employees, agents, advisors, representatives, successors and permitted assigns from and against any loss, damage, cost and expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with any third-party claims, proceedings or investigations to the extent arising out of or in connection with: (i) any breach by such first party or its agents, employees or contractors of any covenant, representation, warranty or other obligation contained in this Agreement; or (ii) any injury to any person, including death, illness or bodily injury, or damage to real or tangible personal property, based on the negligence, gross negligence, willful misconduct of such first party or its employees or permitted contractors.

Any party seeking indemnification pursuant to this Section 6 (the “Indemnitee”) shall give notice within a reasonable amount of time to the party from whom indemnification is sought (the “Indemnitor”) of any claim, proceeding or investigation. The Indemnitee shall cooperate in the defense of such claim, proceeding or investigation, subject to reimbursement by the Indemnitor for all reasonable out-of-pocket expenses. The Indemnitor shall, at its option, assume control of the defense of any such claim, proceeding or investigation. The indemnities set forth in Sections 6.01 and 6.02 shall include amounts paid in settlement, provided, however, that no such settlement shall be entered into without the Indemnitor’s consent, which consent shall not be unreasonably withheld. In no event shall the Indemnitor compromise or settle any claim, proceeding or investigation in a manner that admits fault or negligence on the part of the Indemnitee, or does not fully release the Indemnitee from all claims and all future claims arising out of the subject, or that would otherwise adversely affect any rights of the Indemnitee, without the prior written consent of the Indemnitee. The Indemnitee shall have the right to retain separate legal counsel at its own expense to participate in the defense of any such claim, proceeding or investigation.

Neither party shall disclose the existence of this Agreement, except as required by law, or as required to fulfill regulatory obligations as the sponsor of an IND, NDA, BLA, 510K, IDE, or PMA, nor use or publish the other party’s name in promotion, advertising or for any other purpose, without prior written approval of the other party. This Agreement does not entitle either party to the use of the trademarks, copyrights or other intellectual property of the other party.

Amarex shall perform services under this Agreement only as an independent contractor and nothing contained herein shall be construed to be inconsistent with that relationship or status. Amarex and its consultants and subcontractors shall not be considered employees or agents of Innovate. This Agreement shall not constitute, create or in any way be interpreted as a joint venture, partnership or business organization of any kind.

Neither party shall, during the term of this Agreement, and for a period of twelve (12) months following expiration or termination thereof, without the prior written consent of the other party, for itself or on behalf of or through any third party, directly or indirectly, solicit to employ or engage as an independent contractor, any employee or consultant of the other party who was in any way involved in rendering or receiving services under this Agreement or any Project Work Order.  Notwithstanding the above, the following shall not be prohibited: (a) any solicitation if, at the time of such solicitation, the individual is no longer employed by the other party as an employee or independent contractor for reasons not associated with pursuing a future business or employment relationship with the soliciting party; (b) solicitations initiated through general print advertisements and other general circulation materials, including web-based postings, not directly targeted at such individuals; and (c) solicitations of such individuals who have first contacted either party on their own initiative, directly or through third party recruiters, regarding employment or engagement as an independent contractor.

All information, materials, documents and raw data supplied to Amarex or developed by Amarex as a result of performing the services hereunder are owned by Innovate. All such information shall be disclosed to Innovate. Innovate shall have the right to make any use of such information. Following completion of the services outlined in a Project Work Order, Amarex will ensure return to Innovate of client data or other materials furnished to Amarex, at Innovate’s cost. All Intellectual Property Rights subsisting in or relating to any calculations, data, methods, specifications, papers, documents, and any other items, material or information generated in any form or media in the performance of the services by Amarex under this Agreement are vested in and are the sole and exclusive property of Innovate, except that Amarex shall have the rights to any innovative methodology developed which has generic applications and is not specific to any particular Innovate Project. Accordingly, without additional consideration, Amarex hereby assigns to Innovate its entire right, title and interest in and to such Intellectual Property Rights and other work product that Innovate is to own under this Section 9.01, waives all moral rights thereto, and shall cause its employees, agents, contractors, subsidiaries and their respective employees, agents and contractors to do the same. “Intellectual Property Rights” means, without limitation, and

Communications regarding routine operational matters may be carried out using e-mail. All other administrative communications provided for in this Agreement shall be sent via first class mail (subject to Section 10.02 below), postage prepaid, addressed to the respective parties as follows:

Chief Operating Officer and Chief Medical Officer

Other than routine correspondence described in Section 10.01, any communication required under this Agreement shall be sent by certified mail and addressed to the respective parties at the addresses set forth in Section 10.01 above. All legal notices shall be in writing and sent by certified mail, return receipt requested, to such addresses, to the attention of the relevant contact person specified above. Such notices shall be effective upon mailing.

Neither party shall have the right to assign (including by operation of law) this Agreement or any of the rights or obligations hereunder without the prior written consent of the other party, except that either party may assign without such consent this Agreement or any of its rights or obligations hereunder to any of affiliated companies or subsidiaries or to a successor to substantially all of the business of such party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any assignment or attempted assignment by either party in violation of the terms of this Section 11.01 shall be null and void and of no legal effect.

Amarex provides services to its customers on a contractual fee-for-service basis. Amarex represents and provides its sole warranty that it will perform the services in a timely, workmanlike manner by qualified (and, where appropriate, licensed) personnel with due care and diligence in accordance with generally prevailing industry standards, Innovate instructions (provided that Amarex will not have any liability for following Innovate instructions that run counter to industry standards, applicable regulations, or Amarex SOPs), and applicable government regulations, laws and rules, as well as the objectives of this Agreement. Amarex represents that all staff assigned to provide the contracted services will undergo standard and ongoing training such that Amarex’s staff will have the facilities, equipment and requisite training, expertise, qualification, experience and skill to render the services in the manner required by this paragraph above.

Amarex represents that: (i) it will handle all information containing personal data in accordance with all applicable laws governing patient privacy; (ii) all individuals and subcontractors performing services hereunder are and shall be subject to binding written obligations to assign all of their right, title and interest in and to any Inventions and related intellectual property rights (including enforcement rights) to Amarex or Innovate and to abide by the obligations of confidentiality set forth (and in the absence of such binding written obligations by and between Amarex and one (1) or more individuals and/or subcontractors that Amarex intends will perform services hereunder, Amarex shall notify Innovate and take all commercially reasonable actions requested by Innovate to achieve the foregoing); and (iii) it is not a debarred or disqualified person or entity under the authority of the Generic Drug Enforcement Act of 1992, as amended, or any other law or regulation

Innovate shall be entitled, with a minimum prior notice of [***] business days and during the term of the related Project Work Order, to inspect the conduct of services and to validate compliance with the requirements of this Agreement and applicable laws by Amarex relating to a Project Work Order under this Agreement. Innovate will not be responsible for payment to Amarex for time spent on audits that are no more frequent than once per year, and last no more than [***] per audit. Innovate may perform additional audits where an audit by a regulatory authority has revealed a deficiency that affects a project with Innovate. Furthermore, Amarex agrees to respond to all audit findings from Innovate within forty-five (45) days of receipt of the audit report and respond to any subsequent follow-up discussions as deemed necessary by Innovate including possible discussions with regulatory authorities. In the case of a disagreement, Amarex and Innovate will attempt to resolve the dispute in good faith within fifteen (15) days. In the event that the parties cannot come to an agreement then without limiting any other remedies Innovate may have under this Agreement or otherwise, Innovate may terminate this Agreement or any Project Work Order for convenience in accordance with Section 5. Except with respect to audit findings that are the subject of a bona fide dispute, Amarex will at its expense promptly come into compliance with the requirements of this Agreement as a result of any audit findings that apply to the integrity and proper conduct of the services under a Project Work Order.

This Agreement constitutes the entire agreement between the parties on the subject matter to be described and defined in future Project Work Orders and supersedes all prior contracts, agreements and understandings relating to the same subject between the parties. The parties intend this Agreement to be a complete statement of the terms of their agreement and no change or modification of any of the provisions of this Agreement shall be effective unless it is in writing and signed by a duly authorized officer of Amarex and Innovate. The parties agree that no “click-through,” “shrink-wrap,” “browse-wrap” or similar terms that have not been specifically negotiated by the parties, whether before, on, or after the date of this Agreement, will be effective to add to or modify the terms of this Agreement, regardless of any party's and/or its representative’s “acceptance” of those terms by electronic means.

This Agreement may be signed in any number of counterparts, which, when taken together, will constitute one and the same Agreement. Delivery of an executed counterpart by facsimile or by email transmission in portable document format, or similar format, is as effective as executing and delivering this Agreement in the presence of the other party to this Agreement.

This Agreement shall be governed by the laws of the State of Delaware, U.S.A.

In the event of a dispute between the parties regarding this Agreement, the parties shall first attempt to resolve their dispute within fifteen (15) days’ after such dispute is raised through amicable discussion between designated executives of each party with requisite authority to resolve such dispute(s). If at the end of such fifteen (15) day period the dispute remains unresolved, the parties may seek relief for such dispute using any appropriate judicial mechanism which may be available, subject to Section 13.03 (governing law). The provisions of this Section 13.04 will not restrict in any way the parties’ rights to seek preliminary injunctive or other equitable relief from any court having jurisdiction.

No party shall be deemed in breach of its obligations, for failure or delay in fulfilling or performing any term of this Agreement or any Project Work Order if such failure or delay results from an act or event that is beyond the reasonable control of and not the fault of the nonperforming party, and if the nonperforming party has been unable to avoid or overcome the act or event by the exercise of customary due diligence.

The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision of this Agreement.

Termination of this Agreement shall be without prejudice to any rights that shall have accrued to the benefit of either party prior to such termination, and shall not relieve either party of any obligations that have accrued to the other party prior to such termination or that survive such termination. In addition, upon expiration or termination of this Agreement, each party promptly will return or destroy all Confidential Information of the other party hereunder (except that each party may retain one (1) copy of the Confidential Information of the other party received hereunder, solely for record purposes).

Amarex will maintain or cause to be maintained, with financially sound and reputable insurers, such insurance coverages with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Amarex as may customarily be carried or maintained under similar circumstances by companies of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for companies similarly situated in the industry.