Joint Operating Agreement, dated July 14, 2020, by and between The Partners Stem Cell Centre (PSCC) Ltd. and the Registrant

Exhibit 10.30

This JOINT OPERATING AGREEMENT (the “Agreement”) is made on the 14^th day of July, 2020 (the “Effective Date”) and is entered into by and between:

AND

WHEREAS, PSCC and Vitro Biopharma collaborated to obtain provisional approval by the National Stem Cell Ethics Committee (NSCEC) in the Commonwealth of The Bahamas for a patient-sponsored clinical trial entitled “Vitro Biopharma Allogeneic Mesenchymal Stem Cell Therapy of Musculoskeletal Conditions” to be conducted at PSCC, and

WHEREAS, both parties to this Agreement desire to partner together to begin enrolling patients and completing the clinical trial protocol, and

WHEREAS, PSCC is located at The Medical Pavilion Bahamas, which is situated at 72-74 Collins Avenue, Nassau, The Bahamas.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto do hereby covenant and agree as follows:

For the duration of this Agreement, Vitro Biopharma shall be responsible for the following deliverables (the “Vitro Biopharma Deliverables”):

For the duration of this Agreement, PSCC shall be responsible for the following deliverables (the “PSCC Deliverables”):

For the duration of this Agreement, both PSCC and Vitro Biopharma shall be jointly responsible for ensuring that the following occurs:

For the purposes hereof, a “change of control” shall mean a transaction which results in either

Termination of this Agreement shall be without prejudice to any claims or rights which either of the parties hereto may have by reason of any breach of the other party’s obligations and, without prejudice to the generality of the foregoing, any indemnity provisions and provisions limiting the liabilities of either party shall survive termination of this Agreement.

Both parties have entered into a confidentiality agreement dated April 4, 2018 and intend that all provisions of this confidentiality agreement remain in force, without modification, throughout the term of this agreement. Both parties reaffirm their commitment to jointly pursue this agreement while maintaining and expanding their own intellectual property and business interests. The provisions of this clause 6 of this Agreement shall survive the termination of this Agreement.

This Agreement may be altered, amended or restated by an agreement in writing signed by each party hereto. Such alterations, amendments or restatements must be agreed to by both parties and are to be fully binding on the parties hereto.

EITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT OT LIMITED TO LOSS OF PROFITS OR REVENUES) RESULTING OR ARISING FROM ANY BREACH OF THIS AGREEMENT REGARDLESS OF WHETHER SUCH CLAIMS FOR DAMAGES OR OTHER RELIEF IS BASED ON BREACH OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY UNLESS SUCH BREACH IS DUE TO FRAUD, WlLLFUL DEFAULT OR GROSS NEGLIGENCE.

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

Nothing within this agreement shall be considered a license or right to any property held by either party.

This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when executed and delivered shall constitute an original and all such counterparts together constituting but one and the same agreement.

If any provision herein shall be determined to be void or unenforceable in whole or in part for any reason whatsoever, such invalidity or unenforceability shall not affect the remaining provisions or any part thereof contained within this Agreement and such void or unenforceable provisions shall be deemed to be severable from any other provision or part thereof herein contained.

Any notice, instruction or other instrument required or permitted to be given hereunder may be delivered during normal business hours, by hand delivery, facsimile transmission or email, to the parties at the following addresses or such other address as may be notified by either party from time to time:

If to PSCC:

The Partners Stem Cell Centre Ltd.

72 - 74 Collins Avenue Nassau,

The Bahamas

Telephone: 1 ###-###-####

Attention: Dr. Conville S. Brown

Email Address: ***@*** OR ***@***

If to Vitro Biopharma:

Vitro Diagnostics, Inc. 4621 Technology Drive Golden,

CO 80403, USA.

Telephone: 1 ###-###-####

Attention: Dr. Jim Musick, PhD.

Email Address: ***@***

In the absence of earlier receipt, any such notice, instruction or other instrument shall be deemed to have been served, in the case of hand delivery, upon delivery, in the case of facsimile transmission, on completion of transmission when the sender receives confirmation of transmission or if sent by email , when the dispatch of the e-mail is confirmed by appearing in the “Sent Items” mailbox of the sender unless notice of failure to reach the recipient is received by the sender within twenty four (24) hours. However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place. An automated response to a notice or document sent by e-mail indicating that the intended recipient is out of office is to be treated as proof that the notice or document was not delivered.

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IN WITNESS WHEREOF, the parties have executed this Joint Operating Agreement for Operations of Vitro Biopharma and PSCC as of the day and year first above written. The undersigned hereby warrant that they are authorized to bind their respective parties to the terms and conditions specified herein.