Exhibit 10.2


 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.




 


MASTER
SCIENTIFIC SERVICES AGREEMENT


 


This
Services Agreement (“Agreement”) is made as of this 1st July 2015 (the “Effective Date”) by
and between XRPRO SCIENCES INC., a Delaware corporation, having an address of One Kendall Square, Suite B2002, Cambridge,
Massachusetts 02139 (“Provider”) and PFIZER INC., a Delaware corporation, having an address of 235 East 42nd
Street, New York, New York 10017 (“Pfizer” or the “Company”). Provider and Pfizer may be referred
to in this Agreement individually as a “Party” or collectively as the “Parties”.


 


1.        Definitions


 


1.1        “Affiliate(s)”
means, with respect to each Party, any person which directly or indirectly controls or is controlled by or is under common control
with that Party. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled
by” and “under common control with”) shall be presumed to exist if one of the following conditions is met: (a)
in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having
the right to vote for the election of directors of Party or any direct or indirect parent of Party, and (b) in the case of non-corporate
entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management
and policies of such non-corporate entities.


 


1.2        “Change
of Control” means any transaction resulting in the sale or transfer of (a) all or substantially all of the assets of Provider,
(b) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having
the right to vote for the election of directors of Provider or any direct or indirect parent of Provider, or (c) in the case of
non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to
direct the management and policies of such non-corporate entities.


 


1.3        “Pfizer
Confidential Information” means all information disclosed to Provider or its Personnel
by or on behalf of Pfizer or learned or observed by Provider or its Personnel relating to (i) Pfizer’s business or business
plans, including, without limitation, current status, data, compounds, targets, structures, methods of analysis, study protocols
or any other information regarding Pfizer’s operations and research and development programs, suppliers, customers, prospective
customers, contractors, clinical data, the content and format of various research, clinical and medical databases, utilization
data, cost and pricing data, disease management data, software products, programming techniques, data warehouse and methodologies,
all proprietary information, know-how, trade secrets, technical and non-technical materials, products, specifications, processes,
sales and marketing plans and strategies, designs, all environmental and financial information, prices, materials, building techniques
and any other information or data, (ii) information of any third parties for which Pfizer or its Affiliates have an obligation
of confidentiality, (iii) any discussions and proceedings relating to any of the foregoing information and/or any SOW, whether
disclosed in oral, electronic, visual, written or any other form, (iv) Personal Information, and (v) any information developed
or derived by Provider from the information described in the foregoing clauses (i) – (iii), whether or not for or on behalf
of Pfizer. Pfizer Confidential Information includes the terms and conditions of this Agreement and any SOW.  The fact that
Pfizer may have marked or identified as confidential or proprietary any specific information shall be indicative that Pfizer believes
such information to be confidential or proprietary, but the failure to so mark information shall not conclusively determine that
such information is or is not considered Pfizer Confidential Information by Pfizer.


 






    	- 1 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


1.4        “Provider
Confidential Information” means specific information disclosed to Pfizer or
its Personnel by or on behalf of Provider or learned or observed by Pfizer or its Personnel relating to (i) Provider’s proprietary
materials, methods and instrumentation both in the XRF instrument space and in the ion flux space. Specific items include,
(a) Elements of Provider technology, including: Instrument configuration and specific hardware components; X-ray source; detector
configuration and Instrument usage details (e.g. settings, programming, reading times, data analysis), (b) Provider’s proprietary
reagents and consumables, including: Provider’s reading plates, Plate design, composition, material source, manufacturing
process and usage, Provider’s Lysis buffers, Provider’s Internal standards, Provider’s process for treatment
of buffers for cells for uptake and efflux, Any cell lines Provider independently develops, (c) Details of Provider’s proprietary
methods, including: Cell biology protocols, details of treatments for ion or compound uptake or efflux protocols, including: Identity
of tracer ions, concentrations, uptake / efflux times, buffer compositions, internal controls, details of wash protocols, buffer
compositions, number and duration of washes, sample preparation protocols including: composition of lysis buffer including internal
standards, lysis protocols, including time and temperature, and sample drying protocols, and (ii) Provider pricing information;
and (iii) any information derived by Pfizer from the information described in the foregoing
clauses (i) and (ii) The fact that Provider may have marked or identified as confidential or proprietary any specific information
shall be indicative that Provider believes such information to be confidential or proprietary, but the failure to so mark information
shall not conclusively determine that such information is or is not considered Provider Confidential Information by Provider.


 


1.5        “Exempt
Information” means any information which Provider can demonstrate: (a) was lawfully in its possession and reduced to writing
prior to the time of disclosure by or on behalf of Pfizer and which is not subject to another obligation of confidentiality; (b)
is or becomes generally available to the public through no breach of this Agreement by Provider or its Personnel; (c) is obtained
from a third party lawfully entitled to possession of such Confidential Information and under no obligation of confidentiality
to Pfizer or its Affiliates; or (d) was independently developed by or for Provider without reference to, aid from or reliance
upon the Pfizer Confidential Information. In clarification of the foregoing, a general disclosure in the public domain will not
cause more specific (but related) information to be deemed Exempt Information under one of the above exceptions; similarly, a
combination of several pieces of information, where each piece of information individually is deemed Exempt Information, will
not operate to exempt the combination as Confidential Information unless the combination itself is in the public domain, independently
developed by Provider or otherwise lawfully in Provider’s possession.


 


1.6        “Government
Official” shall be broadly interpreted and means: (i) any elected or appointed non-U.S. Government official (e.g., a legislator
or a member of a non-U.S. Government ministry); (ii) any employee or individual acting for or on behalf of a non-U.S. Government
official, non-U.S. Government agency, or enterprise performing a function of, or owned or controlled by, a non-U.S. Government
(e.g., a healthcare professional employed by a non-U.S. Government hospital or researcher employed by a non-U.S. Government university);
(iii) any non-U.S. political party officer, candidate for non-U.S. public office, or employee or individual acting for or on behalf
of a non-U.S. political party or candidate for public office; (iv) any employee or individual acting for or on behalf of a public
international organization; (v) any member of a royal family or a member of a non-U.S. military, and (vi) any individual otherwise
categorized as a Government Official under applicable Law.


 






    	- 2 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


1.7        “Harmful
Code” means any computer instructions, code, software, program, sub-program, circuitry or other technological means whose
purpose or effect is to disrupt, damage, interfere with and/or circumvent the security of any of Pfizer’s computers, IT
infrastructure, systems and/or equipment, including any code containing viruses, worms, disabling code, time bombs, Trojan horses,
adware, spyware, Internet bots, malware, bugs, web bugs or other like destructive or surreptitious code or code that self-replicates.


 


1.8        “Jobsite”
means the location where the Services are performed with respect to a specific SOW.


 


1.9        “Key
Personnel” means any and all: (i) project managers, (ii) designated representatives; (iii) individuals who are identified
as “Key Personnel” in the applicable SOW; (iv) individuals who are otherwise designated as “Key Personnel”
by either party from time to time; and (v) individuals who perform any services reasonably considered by Pfizer to be important
to the Services performed under the applicable SOW.


 


1.10       “Laws”
means, collectively, all applicable international, supranational, national, federal, state, provincial, regional and local laws,
statutes, ordinances, codes, rules, regulations, orders, decrees or other pronouncements of any governmental, administrative or
judicial authority having the effect of law.


 


1.11       “Losses”
means any and all losses, damages, settlements, costs, charges or other expenses (including reasonable attorney’s fees and
costs) or liabilities of every kind, including liability based on contributory, vicarious, or any other doctrine of secondary
liability, or character.


 


1.12       “Personal
Information” means the meaning given by the applicable Laws and shall include, without limitation, any data or information
(regardless of the medium in which it is contained and whether alone or in combination) which may be supplied to or processed
by or on behalf of Provider in connection with the provision of the Services, that relates to an identified or identifiable person
including, without limitation, name, postal address, email address, telephone number and information about the health, opinions
or beliefs of the data subject.


 


1.13       “Personnel”
means any employee or agent of Provider, its Affiliates or its subcontractors. Any reference to “Provider” in the
Agreement shall include its Personnel.


 


1.14       “Pfizer
Credits” means the payments made by Provider to Pfizer due to the non-performance of the Provider in accordance with the
Termination for Cause Section below.


 


1.15       “Pre-Existing
Materials” means any materials in which Provider or any third party has pre-existing proprietary rights.


 






    	- 3 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


1.16       “Records”
means any books, documents, accounting procedures and practices and other data, regardless of type or form, of all matters relating
to the Provider’s performance of its obligations under this Agreement that enable Provider to demonstrate compliance with
its obligations under this Agreement and any SOW, including Provider’s compliance with applicable Laws.


 


1.17      “Services”
means the services to be performed by Provider under this Agreement as described in one or more mutually agreed SOWs.


 


1.18       “SOW”
means a mutually agreed statement of work, written order including purchase order, or Pfizer countersigned written quote (initially
provided by Provider) referencing a valid purchase order, substantially in the form of Schedule A that may be executed from time
to time by Provider and Pfizer or an affiliate of Pfizer under this Agreement.


 


1.19       “Transaction
Taxes” means sales and use taxes, value added taxes, goods and services taxes, gross receipts taxes and excise taxes. Transaction
Taxes excludes any tax on income, real or personal property taxes or payroll taxes.


 


1.20       “Transitional
Services” means services provided by Provider in connection with the transition of the performance of the Services in those
instances where Pfizer elects to use another provider or its own employees to perform the Services.


 


1.21       “Transparency
Laws” means, collectively, those laws, implementing regulations, and industry codes, including without limitation section
6002 of the U.S. Affordable Care Act and the EFPIA Code on Disclosure of Transfers of Value, that require Pfizer to report payments
or other transfers of value to certain healthcare professionals and teaching hospitals.


 


1.22       “Work
Product” means any designs, design analyses, diagrams, plans, devices, techniques, procedures, developments, inventions,
information, object or source code, drawings, estimates, specifications, requirements, documents, calculations, field notes, manuals,
reports, renderings, documentation, test data, test methods, biological and other material, data or reports, compounds synthesized
or identified, or compound synthesis and scale-up procedures developed, and any other deliverable or materials, including any
and all improvements, and modifications to Pfizer Materials, and including all intermediate and partial versions of any of the
foregoing, conceived, developed, authored, produced, reduced to practice or otherwise acquired by Provider, its Affiliates or
its Personnel, either alone or in concert with others, in connection with the Services performed for Pfizer
pursuant to this Agreement or any SOW.


 


2.        
Services; Incorporation of Terms


 


2.1        Description
of Services. Services under this Agreement include: Pre-clinical Biology Services, including but not limited to biological
assay development, plate based pharmacology screening, electrophysiology services, high throughput screening, molecular biology
services and biological reagent and cell line production and purification services.


 


2.2        Scope
of Work. During the Term of this Agreement, Provider shall provide to Pfizer, on a non-exclusive basis, the Services
described in one or more SOWs attached hereto and made a part hereof. As applicable, each SOW shall set forth, the project scope,
the term of the SOW, project schedule, project activities and tasks, deliverables and milestones, specifications, compensation
and, reimbursable expenses, if any, the Pfizer representative with authority to transmit instructions and make decisions, and
roles and responsibilities of the Parties. The terms and conditions of this Agreement shall apply to any and all SOWs executed
by the Parties that reference this Agreement. An Affiliate of Pfizer may execute an SOW with Provider pursuant to this Agreement
and, in such circumstances, all references in this Agreement to Pfizer shall be deemed to be to the applicable Affiliate of Pfizer
with respect to that particular SOW, which Affiliate shall be entitled to enforce this Agreement with respect to such SOW in its
own name as an intended third party beneficiary and which Affiliate shall be solely liable to Provider for any obligations and
liabilities undertaken pursuant to such SOW.


 






    	- 4 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


2.3        Hierarchy
of Terms. In the event that there are any conflicts between the terms of this Agreement and the terms of any SOW, the
terms of this Agreement shall control. The terms of this Agreement and the SOW shall be controlling over any terms of any purchase
order, sales acknowledgement, invoice or other such documents issued by either Party. Any amendment of this Agreement shall be
effective for all subsequently executed SOWs.


 


2.4        No
Guarantee of Work. Notwithstanding anything in this Agreement to the contrary, until the Parties have executed and
delivered a SOW, nothing in this Agreement shall be construed as Pfizer engaging Provider for any Services. Provider acknowledges
that the execution and delivery of this Agreement does not entitle Provider to provide any Services to Pfizer or its Affiliates.
As agreed in the Asset Purchase and Collaboration Agreement between XRPRO Sciences, Inc. and Icagen, Inc effective 1st
July 2015, Pfizer shall provide revenue to Provider totaling at least $1 million (as calculated in accordance with GAAP consistently
applied) for each of the first two 12-month periods following the Closing on a “take or pay” basis (the “Take
or Pay Agreements”).


 


3.        
Provider’s Responsibilities


 


3.1        Provider
to Control. Provider shall have the complete professional, managerial and technical responsibility for the quality, validity,
accuracy, timeliness, and reliability of the Services and the Work Product, whether such Services and Work Product are performed
by Provider or any of its Personnel. Review, acceptance and/or approval by Pfizer of the Services or the Work Product shall not
relieve Provider of the obligation to perform the Services in strict compliance with the requirements of this Agreement and the
applicable SOW.


 


3.2        Provider’s
Personnel. All Key Personnel furnished by Provider shall be subject to the acceptance of Pfizer. Provider shall not, without
the prior written consent of Pfizer, reassign, remove or replace any Key Personnel of Provider prior to the completion of all
Services under the applicable SOW, unless such Key Personnel or Provider should sever the employ of such Key Personnel or Provider;
provided that Provider shall promptly provide notice to Pfizer of any such severance. Further, upon the request of Pfizer, Provider
shall immediately remove any of its Personnel, whether or not such individual is Key Personnel, from the provision of Services
to Pfizer hereunder upon Pfizer’s reasonable request and hold Pfizer harmless for such removal.


 


3.3        Safety.
Provider shall be responsible for the health and safety of its Personnel while present at the Jobsite. Provider shall comply with
all applicable Laws relating to health and safety. Provider shall ensure that its Personnel at the Jobsite shall comply with all
of the applicable regulations and directives of Pfizer with respect to safety, security, entrances, parking areas, sanitation,
and other provisions for maintenance of good order.


 






    	- 5 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


3.4        Pfizer
Policies. Provider shall ensure that it and its Personnel comply with all of the policies, regulations, operating procedures
or guidelines governing the Services, and directives of Pfizer, as those policies, regulations and directives may be revised from
time to time and provided to Provider in writing.


 


3.5        Due
Diligence. Provider acknowledges that Pfizer, as a regulated multi-national company, is subject to various governmental and
regulatory compliance requirements. Accordingly, Provider agrees that it shall, as requested by Pfizer, provide information regarding
Provider and its operations that, in Pfizer’s sole determination, will assist Pfizer in its efforts to ensure compliance
with Laws such as, but not limited to, Provider’s interaction with Government Officials and Provider’s data security
controls and procedures.


 


3.6        Shipping.
Provider must package, insure, process through customs and ship any materials to be delivered to Pfizer under this Agreement,
as stated in the relevant SOW, or otherwise, in accordance with written instructions Pfizer gives to Provider. Responsibility
for any costs, charges or fees associated with Shipping will be detailed within Schedule B


 


4.        
Pfizer’s Responsibilities


 


4.1        Pfizer’s
Representative. Pfizer, at its option, may designate in writing a Pfizer Representative”). In addition, in each SOW,
Pfizer shall designate its representative who shall act as a liaison between Pfizer and Provider relating to such SOW.


 


4.2        Disclosure
and Reporting By Pfizer. Pfizer may disclose in any lawful manner the terms of the underlying agreement, the support or funding
that Pfizer is providing, and any other information to the extent necessary for Pfizer to meet its obligations under the Transparency
Laws. Provider will provide Pfizer with complete and accurate information about payments or other transfers of value reportable
under Transparency Laws and agrees to (and will cause its agents, employees, personnel, staff, independent contractors, and subcontractors
to) cooperate with Pfizer’s collection and disclosure of information necessary for Pfizer to meet its obligations under
any Transparency Laws.


 


5.        
JOINT STEERING COMMITTEE (JSC)


 


Pfizer
and Provider will establish a Joint Steering Committee (“JSC”) to carry out the obligations of each party as set forth
in this Contract and specifically, to perform the following duties:


 


	 	●	Define
    and approve initial requirements, specifications and deliverables of the collaboration as set forth in Schedule B and report
    back to the parties;


 


	 	●	Manage
    the effective provision of timely and high quality Services;


 


	 	●	Seek
    improvements and refinements to the operations in the spirit of Continuous Improvement (CI);


 


	 	●	Any
    other duties as mutually agreed by the parties.


 






    	- 6 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


Membership
of Steering Committee: Pfizer and Company each will appoint, in its sole discretion, up to three to four members to the Steering
Committee. Any approval of the Steering Committee that is expressly required by the terms of this Contract shall require approval
of all members of the Steering Committee.


 


Meeting
Frequency: The Steering Committee will meet at least quarterly during the first year of this Contract and thereafter by agreement
between Pfizer and Company, either in person or by videoconference/teleconference.


 


Chair:
Pfizer will chair the Steering Committee. The location of the Steering Committee meetings will alternate between Company’s
and Pfizer’s offices unless otherwise agreed by the parties. Such meetings will occur on dates mutually agreed by the parties.


 


Minutes:
At a minimum, the Steering Committee will record all actions assigned and decisions made. Minutes will be written promptly after
the meeting and distributed for review and approval.


 


Expenses:
Pfizer and Company will each bear their own expenses, including reasonable travel, related to the participation of their respective
members of the Steering Committee and any invitees.


 


6.        
Fees and Payment


 


6.1        Fees. As full and complete compensation for satisfactory performance of the Services and for potential improvements to
Pfizer’s intellectual property created under this Agreement that will be owned by Pfizer, Pfizer shall pay Provider the
fees and other compensation set forth as described in Schedule B or within the applicable SOW. In no event shall Pfizer be responsible
for any costs beyond the agreed fees as set forth in the applicable SOW without the prior written approval of Pfizer.


 


6.2        Invoicing.


 


	 	(a)	Provider shall invoice
    Pfizer for all fees and expenses payable by Pfizer under this Agreement as set forth in the applicable SOW. Such invoices
    shall set forth in detail the basis for the charges reflected therein. 


 


	 	(b)	Provider shall send
    all invoices to the address set forth in the relevant Pfizer purchase order or SOW. All invoices shall be payable XXXX after
    Pfizer’s receipt and acceptance of a proper invoice; provided, however, that if Pfizer should dispute the nature or
    basis of any charges contained in any invoice submitted by Provider hereunder, Pfizer shall promptly provide written notice
    to Provider setting forth the reason for the dispute, which the Parties shall attempt to resolve in good faith in accordance
    with the Dispute Negotiations Section, below. Payment of any disputed amount shall be suspended until the Parties resolve
    such dispute. .


 






    	- 7 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


6.3        
Taxes. The fees set forth in an SOW shall include all taxes except such Transaction
Taxes which Provider is required by law to invoice and collect from Pfizer.  Transaction Taxes, if any, will be separately
stated on a valid Provider invoice and will be paid by Pfizer to Provider unless Pfizer provides an exemption certificate to Provider
or the transaction is statutorily exempt from Transaction Taxes. Provider shall be solely responsible for the timely remittance
of all Transaction Taxes to the applicable Governmental Authority, and Provider shall pay (without reimbursement by Pfizer), and
shall hold Pfizer harmless against, any penalties, interest or additional taxes that may be levied or assessed as a result of
the failure to invoice or delay of Provider to pay any such taxes.


 


7.        
Scope Changes


 


7.1        Changes by Pfizer; Adjustments Due to Changes. Pfizer or its Affiliate may, from time to time, by written notice to Provider,
and without invalidating this Agreement or the applicable SOW, or any portion thereof, make changes in the Services, or the conditions
under which Services are to be performed, or may increase or decrease the Services to be performed. No change shall be made by
Provider in its performance or its manner of performance of the Services without prior written authorization or instructions from
Pfizer or its Affiliate, specifying the details of the change, and specifying whether there is to be an adjustment in the price
or time for performance. Upon receipt of written instructions from Pfizer or its Affiliate specifying the changes to the SOW and
a formal acceptance of the changes by Provider, Provider shall immediately proceed with the performance of the Services, as changed.
If such changes increase or decrease either the cost or time required to perform the Services, then the Parties will mutually
agree to an equitable adjustment to the price and/or the time to perform the Services.


 


7.2        Changes to be in Writing. Any change to any SOW shall be in writing, shall define the extent of the change, the price or
basis of pricing the change, the impact of the change on the project schedule, and shall be signed by the Parties. No additional
work by the Provider shall be paid for unless authorized in advance, in writing, by Pfizer or its Affiliate.


 


7.3        Reduction in Scope of Work. In the event of deletion or reduction of the Services by such change, Provider shall not be
entitled to any losses, fees, surcharges, costs or special, indirect, incidental, consequential or other damages, including contribution
to lost profits or unabsorbed overhead as a result of any portion of the Services not performed.


 


8.        
Representations and Warranties


 


8.1        Provider’s Representations and Warranties.


 


Provider
represents, warrants and covenants to Pfizer that:


 





	 	(a)	Performance
    Standards. Provider shall perform, and shall cause Provider’s Personnel to perform, all of its obligations
    under this Agreement: (i) in strict accordance with the terms of this Agreement and the applicable SOW, including all amendments,
    work orders and other related documents; and (ii) in a timely, professional, commercially diligent basis, in accordance with
    the generally accepted industry and professional standards, procedures and practices, to the reasonable satisfaction of Pfizer.


 






    	- 8 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(b)	Qualifications
    of Provider’s Personnel. All of Provider’s Personnel shall be well qualified, with all applicable technical
    and professional expertise to perform such Services.


 


	 	(c)	Compliance
    with Laws. Provider is in compliance and shall continue to comply, and shall cause Provider’s Personnel to
    comply, with all Laws, and Provider has and shall continue to have all professional licenses, consents, authorizations, permits
    and certificates, and shall have and shall cause Provider’s Personnel to have completed all registrations or made such
    notifications as required by Law for its performance of the Services. Pfizer is an equal opportunity employer and federal
    contractor.  Consequently, the parties agree that, as applicable, they will abide by the requirements of Executive Order
    11246, 41 CFR 60-1.4(a); the Vietnam Era Veterans’ Readjustment Assistance Act, 41 CFR 60-300.5(a); and Section 503
    of the Rehabilitation Act of 1973, 41 CFR 60-741.5(a), and that these laws are incorporated herein by reference.  These
    regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals
    with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation,
    gender identity, or national origin.  These regulations require that covered prime contractors and subcontractors take
    affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation,
    gender identity, national origin, protected veteran status or disability.  The parties also agree that, as applicable,
    they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice
    of employee rights under federal labor laws.


 


	 	(d)	Quality Assurance. If the services under
    this Agreement do not meet the specifications they will be repeated at Pfizer’s request. Pfizer will reimburse Provider
    for the cost of repeating the services if the non-conformity is due to the failure of a Pfizer assay method (but only if it
    is established that Provider strictly followed the assay method instructions) or the quality of materials supplied by Pfizer
    or the non-conformity is in any other way due to the fault of Pfizer or caused by Pfizer’s action or inaction. Otherwise
    Provider will bear the cost of repeating the services.


 


	 	(e)	Anti-Bribery/Anti-Corruption.
    


 


	 	(i)	Anti-Bribery/Anti-Corruption.
    Provider has not and will not directly or indirectly offer or pay, or authorize such offer or payment of, any money or anything
    of value to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper
    business advantage, and has not accepted, and will not accept in the future, such a payment.


 






    	- 9 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(f)	Work
    Product. All Work Product and Services shall be in strict accordance with the specifications and descriptions of the
    Work Product and Services set forth in the applicable SOW and shall not infringe upon, misappropriate or otherwise violate
    the patent, copyright, trademark, trade secret or other intellectual property or proprietary rights of any third party. Notwithstanding
    the foregoing, Provider shall not be deemed in breach of the warranties under this paragraph if and to the extent any such
    non-conformity is directly caused by Pfizer’s unauthorized modification of the Work Product.


 


	 	(g)	Conflicts.
    The execution, delivery and performance of this Agreement by Provider does not conflict with any agreement, instrument
    or understanding, oral or written, to which it is a party or by which it may be bound, and does not violate any applicable
    Law of any court, governmental body or administrative or other agency having authority over Provider. Provider is not currently
    a party to, and during the Term of this Agreement will not enter into, any agreements, oral or written, that are inconsistent
    with its obligations under this Agreement or any SOW.


 


	 	(h)	Authority.
    Provider is validly existing and in good standing under the laws of the jurisdiction of its organization and has the power
    and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered
    by Provider and constitutes the valid and binding obligation of Provider, enforceable against it in accordance with its terms.
    The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of
    Provider, its officers and directors.


 


	 	(i)	Debarment.
    Provider is not and during the Term of this Agreement shall not be debarred by any applicable governmental authority,
    including under subsections 306(a) or (b) of the U.S. Federal Food, Drug, and Cosmetic Act), and Provider has not and will
    not use in any capacity in the performance of this Agreement the services of any person who has been debarred by any applicable
    governmental authority. Provider will immediately notify Pfizer in the event that Provider or any of its Personnel becomes
    debarred or excluded during the Term of this Agreement. Notwithstanding the cure period set forth in Termination for Cause
    Section of this Agreement, Provider acknowledges that such debarment shall be grounds for immediate termination of this Agreement
    and any or all SOWs by Pfizer for cause.


 


	 	(j)	Restricted
    Party. Provider is not designated as a Restricted Party. Provider has not and will not use, in any capacity in
    the performance of this Agreement, the services of any person who has been designated as a Restricted Party. Provider will
    immediately notify Pfizer in the event that Provider or any of its Personnel becomes designated as a Restricted Party during
    the Term of this Agreement. Notwithstanding any cure periods set forth herein, Provider acknowledges that designation as a
    Restricted Party shall be grounds for immediate termination of this Agreement and any or all SOWs by Pfizer for cause with
    no cure period.


 






    	- 10 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(k)	No
    Actions Pending. There is no action, suit or proceeding, at law or in equity, before or by any court or governmental
    authority, pending or, to the best of Provider’s knowledge, threatened against Provider, wherein an unfavorable decision,
    ruling or filing would materially adversely affect the performance by Provider of its obligations hereunder or the other transactions
    contemplated hereby, or which, in any way, would adversely affect the enforceability of this Agreement, or any other agreement
    or instrument entered into by Provider in connection with the transactions contemplated hereby. In addition, there are no
    environmental conditions, events or circumstances that are reasonably likely to limit, impede or otherwise jeopardize Provider’s
    ability to meet its obligations under this Agreement. In the event Provider becomes aware of such action, suit, proceeding,
    condition, event or circumstance, Provider shall immediately notify Pfizer.


 


	 	(l)	Subcontracting.
    Provider must not use subcontractors to perform Services under this Agreement without Pfizer’s prior written permission.
    If Pfizer gives Provider permission to use subcontractors, Provider will be responsible for the subcontractor’s performance
    and compliance with the terms of this Agreement.


 


8.2        Correction
of Services/Work Product.


 


	 	(a)	Provider shall, without additional compensation,
    and at its own cost and expense, promptly correct or revise any errors, omissions or other deficiencies in the Services and/or
    the Work Product, or if the Services do not meet the specifications. Provider shall also reimburse Pfizer for any penalties
    levied by a government agency as a result of any such error, omission or other deficiency. The obligations of Provider provided
    in this paragraph shall survive acceptance of the Services and/or Work Product by Pfizer and the termination or expiration
    of this Agreement and/or the applicable SOW. For purposes of clarity, this obligation of the Provider to correct non-conforming
    Services and/or Work Product shall not limit any other remedies that Pfizer may have under this Agreement, at law or in equity.


 


	 	(b)	In the event that any Harmful Code is
    found in any Work Product, Pre-Existing Materials and/or any other hardware, software, database or other information or material
    supplied by Provider, used or accessed by Provider to provide the Services and/or used or accessed by Pfizer to receive the
    Services, then in any such case, Provider shall, at no additional cost or charge to Pfizer, eliminate and reduce the effects
    of such Harmful Code and, if the Harmful Code causes a loss of operational efficiency or loss of data, to mitigate such losses
    and restore such data with generally accepted data restoration techniques.


 


8.3        Responsible
Supply Chain; Immigration; Environmental Health and Safety; Animal Welfare; Laboratory Notebooks.


 


	 	(a)	Provider represents, warrants, and covenants
    that it does not, as of the Effective Date, and shall not, during the Term of this Agreement (i) use involuntary or underage
    labor (defined in accordance with applicable Laws) at the facility(ies) where its performance under this Agreement will occur,
    (ii) use labor not in compliance with applicable immigration laws, and (iii) maintain unsafe or unhealthy conditions in any
    dormitories or lodging that it provides for its employees.  Provider agrees that during the Term of this Agreement it
    shall promptly correct unsafe or unhealthy conditions in any dormitories or lodging that it provides for its employees.


 






    	- 11 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(b)	Provider covenants that it will perform
    its obligations under this Agreement in a manner consistent with all of the Pharmaceutical Industry Principles for Responsible
    Supply Chain Management, codified at http://www.pharmaceuticalsupplychain.org.


 


	 	(c)	Provider will comply in all respects
    with applicable environmental, health and safety and animal welfare laws and any related guidelines or operating procedures
    Pfizer gives Provider, or are otherwise attached and incorporated by reference into this Agreement, including but not limited
    to Schedule B. Accordingly, Provider must: (i) give to Pfizer any information Pfizer requests that relates to the environmental,
    health and safety or animal welfare aspects of Provider’s operations; (ii) perform services under this Agreement in
    a safe and ethical manner (including the storage, handling and disposal of any hazardous materials and the treatment of animals);
    (iii) notify Pfizer if, at any time, Provider is not compliant with the laws, guidelines and operating procedures and the
    non-compliance poses a significant threat to the environment or health and safety or welfare of animals; (iv) immediately
    take corrective steps if, at any time, Pfizer notifies Provider its conduct of services does not comply with the applicable
    laws, guidelines or operating procedures.


 


	 	(d)	Provider has and will continue to have
    a documented, comprehensive environmental policy which addresses, among other things, its ongoing commitment to environmental
    protection, sustainability, pollution prevention, waste reduction, and energy and water efficiency. No less than
    annually and as otherwise requested by Pfizer, Provider shall provide Pfizer with evidence of implementation of such policy
    and any updated information regarding Provider’s environmental policies, practices, and the environmental attributes
    and any third party certifications of its Services or any materials used in connection therewith. Provider shall also provide
    data regarding the Scope 1, Scope 2, and, as available, Scope 3 greenhouse gas emissions (as such terms are defined by the
    World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD) Greenhouse Gas Protocol
    Corporate Standard) associated with the provision of the Services, including, without limitation, the methodology employed
    to collect and report such data, as requested by Pfizer. All information provided pursuant to this Section 7.3(d) is, or shall
    be, complete, truthful and accurate. In the event any such information provided changes, Provider shall immediately notify
    Pfizer, in writing with reasonable detail, of such change.


 


	 	(e)	As and when they become available, Provider
    shall identify and bring to Pfizer’s attention service options that generate less waste or pollution, are less toxic
    or hazardous, consume fewer materials or less energy, water or chemicals in their production, packaging, use and disposal,
    or that otherwise have a reduced environmental impact as compared to the Services described on Schedule B (collectively, “Sustainability
    Options”). In the event Provider receives an SOW for Services for which Seller has a Sustainability Option(s), Provider
    shall promptly notify Pfizer of such option(s). Provider shall discuss with Pfizer the feasibility and cost implications of
    any of the foregoing alternate service options and shall provide such options if and as directed by Pfizer. Provider shall
    use commercially reasonable efforts to educate itself and to train its Personnel in Sustainability Options available in the
    market to facilitate a productive discussion. Provider shall also identify and bring to Pfizer’s attention any take-back
    programs available.


 






    	- 12 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(f)	Provider shall not use, and shall not
    allow to be used, any (a) cassiterite, columbite-tantalite, gold, wolframite, or the derivatives tantalum, tin, or tungsten
    (“Initial Conflict Minerals”) that originated in the Democratic Republic of Congo (“DRC”) or an adjoining
    country, or (b) any other mineral or its derivatives determined by the Secretary of State to be financing conflict pursuant
    to Section 13p of the Securities and Exchange Act of 1934 (“Additional Conflict Minerals”, and together with the
    Initial Conflict Minerals, “Conflict Minerals”), in the production of the Product. Notwithstanding the foregoing,
    if Provider uses, or determines that it has used, a Conflict Mineral in the production of the Product, Provider shall immediately
    notify Pfizer, which notice shall contain a written description of the use of the Conflict Mineral, including, without limitation,
    whether the Conflict Mineral appears in any amount in the Product (including trace amounts) and a valid and verifiable certificate
    of origin of the Conflict Mineral used. Provider must be able to demonstrate that it undertook a reasonable country of origin
    inquiry and due diligence process in connection with its preparation and delivery of the certificate of origin.


 


	 	(g)	Provider will record all data generated
    in performance of the Services in laboratory notebooks that are separate to other laboratory notebooks or records. Alternatively,
    Provider may record such data in electronic laboratory notebooks, in accordance with an internal laboratory notebook process,
    in line with electronic notebook data collection and storage standards and safeguards common to the industry, for performing
    Services of the nature contemplated under this Agreement.


 


8.4        Pfizer
Representations and Warranties


 


Pfizer
represents, warrants and covenants to Provider that:


 


	 	(a)	Conflicts.
    The execution, delivery and performance of this Agreement by Pfizer does not conflict with any agreement, instrument or
    understanding, oral or written, to which it is a party or by which it may be bound, and does not violate any applicable Law
    of any court, governmental body or administrative or other agency having authority over it. Pfizer is not currently a party
    to, and during the Term of this Agreement will not enter into, any agreements, oral or written, that are inconsistent with
    its obligations under this Agreement or any SOW.


 






    	- 13 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(b)	Authority.
    Pfizer is validly existing and in good standing under the Laws of the jurisdiction of its organization and has the power and
    authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered
    by Pfizer and constitutes the valid and binding obligation of Pfizer, enforceable against it in accordance with its terms.
    The execution, delivery and performance of this Agreement has been duly authorized by all necessary actions on the part of
    Pfizer, its officers and directors.


 


9.        
Term


 


Term.
This Agreement shall be effective as of the Effective Date and shall remain in effect for a period of two (2) years, unless terminated
early or replaced, provided however, this Term may be further extended by mutual written consent of the parties.


 


10.       Termination


 


10.1      Termination
by Pfizer for Convenience. Pfizer may terminate this Agreement, and/or all or any part of any SOW at any time
without cause and in its sole discretion upon thirty (30) days prior written notice. Notwithstanding, in the event of any
termination of this Agreement by Pfizer for Convenience, the applicable covenants related to the Take or Pay Agreement
as agreed in the Asset Purchase and Collaboration Agreement between XRPRO Sciences, Inc. and Icagen, Inc effective
1st July 2015 will still apply. In the event of such termination of any SOW by Pfizer for convenience, Pfizer
shall pay Provider in accordance with the terms of this Agreement and the applicable SOW for all Services performed in
conformance with the terms of this Agreement and the applicable SOW prior to the effective date of such termination and all
non-cancellable expenses of Provider related to the Services. Non-cancelable expenses are those expenses that you cannot
reasonably avoid or deploy for the benefit of other operations. They will not include staff costs but may include specialty
reagents. Pfizer and you will negotiate the amount of any such expenses in good faith. But, the amount plus any other
payments made by Pfizer under an order may not exceed the total price of the order. In the event of Pfizer’s election
to terminate pursuant to this Section, Provider shall not be entitled to any losses, fees, surcharges, costs or special,
indirect, incidental, consequential or other damages, including contribution to lost profits or unabsorbed overhead as a
result of any portion of the Services not performed.


 


10.2      Termination
for Cause. Either Provider or Pfizer may terminate this Agreement, including all SOWs, for cause immediately upon
written notice to the other Party in the event that such other Party materially breaches this Agreement or all SOWs in
effect, which breach remains uncured for thirty (30) calendar days following written notice to such other Party of the
deficiency. In the event Provider or Pfizer materially breaches an SOW, then the non-breaching Party may only terminate such
SOW under this Section. In the event of termination of any SOW by Pfizer under this Section, Pfizer shall pay Provider in
accordance with the terms of this Agreement and the applicable SOW for Services satisfactorily performed in conformance with
the terms of this Agreement and the applicable SOW prior to the effective date of such termination, less any damages incurred
by Pfizer as a result of the cause of such termination; provided, however, that Pfizer shall not be required to make any
further payments until Pfizer has had a reasonable opportunity to adequately assess the extent of such damages. Nothing in
this Agreement shall limit Pfizer’s ability to recover from Provider any amount of damages that exceeds the amounts set
off by Pfizer under this Section. Further, in the event an SOW provides for payments by Provider to Pfizer of any Pfizer
Credits, payment of such Pfizer Credits shall not prejudice or in any way limit Pfizer’s ability to recover from
Provider any amount of damages that exceed the Pfizer Credits.


 






    	- 14 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


10.3      Termination
for Insolvency. In the event that a Party hereto: (i) becomes insolvent, or institutes or has instituted against
it a petition for bankruptcy or is adjudicated bankrupt; or (ii) executes a bill of sale, deed of trust, or a
general assignment for the benefit of creditors; or (iii) is dissolved or transfers a substantial portion of its assets to a
third party; or (iv) has a receiver appointed for the benefit of its creditors, or has a receiver appointed on account of
insolvency (in the case of (i), (ii), (iii) or (vi) such party shall be referred to as the “Insolvent Party”);
then the Insolvent Party shall immediately notify the other Party of such event and such other Party shall be entitled to:
(a) terminate this Agreement and/or any or all SOWs for cause immediately upon written notice to the Insolvent Party; or (b)
request that the Insolvent Party or its successor provide adequate assurances of continued and future performance in form and
substance acceptable to such other Party, which shall be provided by the Insolvent Party within ten (10) calendar days of
such request, and the other Party may terminate this Agreement and/or any or all SOWs for cause immediately upon written
notice to the Insolvent Party in the event that the Insolvent Party fails to provide such assurances acceptable to the other
Party within such ten (10) day period.


 


10.4      Termination for Change of Control. Pfizer may terminate this Agreement and/or any and all SOWs at any time by giving written
notice to Provider in the event of a Change of Control of Provider.


 


10.5      Termination for Breach of Anti-Bribery/Anti-Corruption Representation. Pfizer may terminate this Agreement and/or any and
all SOWs effective immediately upon notice to Provider, if Provider: (i) breaches any of the representations and warranties set
forth in the Anti-Bribery/Anti-Corruption Section of this Agreement; or (ii) if Pfizer learns (a) that improper payments are being
or have been made or offered to Government Officials or any other person by Provider or those acting on behalf of Provider with
respect to the Services or (b) that Provider or those acting on behalf of Provider with respect to the Services has accepted any
payment, item, or benefit, regardless of value, as an improper inducement to award, obtain or retain business or otherwise gain
or grant an improper business advantage from or to any other person or entity.  Further, in the event of such termination,
Provider shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third
parties entered into by Provider prior to such termination, and Provider shall be liable for damages or remedies as provided by
this Agreement, at law or in equity.


 


10.6      Effect of Termination or Expiration. Any termination or expiration of this Agreement shall not terminate or affect
the obligations of the Parties to each other under existing SOWs issued during the Term, and such SOWs shall continue in full
force and effect and shall continue to be governed by the terms of this Agreement until their expiration or completion or unless
and until any such SOWs are themselves terminated pursuant to this Agreement.


 






    	- 15 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


10.7      Obligations of Provider upon Termination or Expiration. Upon termination or expiration of this Agreement and/or
any SOWs, Provider shall immediately (i) deliver all Work Product and other documents, reports, raw data and materials developed
by Provider in the performance of the Services, whether completed or in progress, including all books, laboratory note books,
records, plans, surveys, data, drawings and other documents and materials related to the Services; (ii) at Pfizer’s option
and pursuant to Pfizer’s instructions, return and/or destroy all Pfizer related information and materials in whatever form
in Provider’s possession (except for such information that Provider is required to retain pursuant to the Records and Audits
Section hereof) and provide written certification to Pfizer of such return and or destruction of the Pfizer information and materials
within thirty (30) days of such termination or expiration; and (iii) take such further action that Pfizer may reasonably request
to minimize delay and expense arising from such termination; so long as such action does not require the disclosure or provision
of any additional Provider Confidential Information or proprietary information of Provider. Provider acknowledges that its failure
to comply with this provision will cause Pfizer irreparable harm for which Pfizer may not have any adequate remedy at law, and
that Pfizer shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any actual
or threatened breach by Provider of its obligations under this Section (without proof of actual damages or harm, and not subject
to any requirement for the securing or posting of any bond in connection therewith).


 


10.8      Transitional Services. Provider, if requested by Pfizer, agrees to use reasonable commercial efforts to provide
Pfizer with Transitional Services. Provider’s compensation for such Transitional Services shall be comparable to the rates
for similar services provided by Provider, but shall in no event exceed the rates Provider charges for the Services.


 


10.9      Survival of Obligations. The termination or expiration of this Agreement or any SOW shall not affect the survival
and continuing validity of Sections 1 (Definitions), 6 (Fees and Payments), 8.2(Correction of Services/Work Product), 10 (Termination),
11 (Proprietary Rights), 12 (Indemnification; Liens; Insurance), 13 (Confidentiality), 14 (Records and Audits) and 15 (Miscellaneous).


 


11.       Proprietary Rights


 


11.1      Pfizer’s Materials. All chemicals, compounds, reagents, biological materials, drawings, materials, specifications,
designs, know how, writings, and other documents, data or information of any nature, whether written or oral, furnished or otherwise
made available by Pfizer (or Pfizer’s third party suppliers or collaborators) to Provider for the performance of the Services
(collectively, “Pfizer Materials”) may be used by Provider only in connection with its performance of the Services
and shall remain the property of Pfizer. Subject to Section 11.3, Pfizer shall retain all rights, title and interest in and to
such Pfizer Materials, and any and all intellectual property rights covering Pfizer Materials (or any intellectual property of
a third party collaborator or supplier of Pfizer, as the case may be), including all patents, copyrights, trademarks and trade
secrets and other proprietary rights and in any ideas, concepts, designs, inventions, and expressions embodied in, or appurtenant
to, or derived from (including any and all improvements and modifications) such Pfizer Materials. All Pfizer Materials must be
stored and labeled so they are clearly identifiable as Pfizer’s property and must not be destroyed or transferred to another
facility or party without Pfizer’s consent.


 



    	- 16 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


11.2      Work Product. All Work Product, other than Provider’s Pre-Existing Materials and improvements thereto, shall be the
exclusive property of Pfizer, and Pfizer shall solely own any and all intellectual property rights covering such Work Product,
including all patents, copyrights, trademarks and trade secrets and other proprietary rights and in any ideas, concepts, designs,
inventions and expressions embodied in or appurtenant to such Work Product. Such ownership shall, and hereby does, inure to the
benefit of Pfizer from the date of the conception, creation, reduction to practice or fixation in a tangible medium of expression
of the Work Product, as the case may be. All copyrightable aspects of such Work Product shall be considered “Work Made For
Hire” as defined in §101 (1) of the 1976 Copyright Act, and all rights, title and interest in and to such Work Product
hereby is and shall be transferred to and vested in Pfizer without any additional compensation to Provider or its Personnel, and
Provider shall render reasonable assistance as needed to give effect to such transfer, at Pfizer’s sole cost and expense.
In the event that any Work Product does not qualify to be Work Made For Hire, Provider hereby irrevocably transfers, assigns and
conveys, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to such
Work Product to Pfizer, at no cost to Pfizer, free and clear of any liens and encumbrances, and Provider agrees to execute, and
shall cause its Personnel to execute, all documents necessary, in Pfizer’s discretion, to do so. All such assignments shall
include those relating to existing or prospective copyrights, patent rights and all other intellectual property rights in any
country. Provider also agrees that it will, and will cause its Personnel to, promptly notify Pfizer of any intellectual property
developed or otherwise included as Work Product, and to provide reasonable assistance, at Pfizer’s expense, in the procurement
or enforcement of any such intellectual property. Pfizer may use any and all Work Product as Pfizer sees fit in its research,
development and commercialization of pharmaceutical products.


 


11.3      Pre-Existing Materials. Except as provided in this Proprietary Rights Section, Pfizer is not granted any right in Provider’s
Pre-Existing Materials. Except as specified below in this clause, Provider will own any improvement to Provider’s own intellectual
property Provider makes in performance of the Services as long as it specifically relates to applicable analytical technology
being applied by Provider to perform the Services. In producing Work Product pursuant to this Agreement, Provider shall not incorporate
into the Work Product any Pre-Existing Materials except such Pre-Existing Materials as may be approved in advance by Pfizer as
specified in the applicable SOW as Pre-Existing Materials. Any such Pre-Existing Materials incorporated into the Work Product
but not approved in advance by Pfizer as specified in the applicable SOW shall be deemed Work Product. With respect to Pre-Existing
Materials incorporated into the Work Product, which are approved in advance by Pfizer as specified in the applicable SOW, Provider
hereby grants to Pfizer, in the case of Provider’s Pre-Existing Materials, or shall obtain for Pfizer, in the case of third
party Pre-Existing Materials, an unrestricted, royalty-free, fully-paid, perpetual, irrevocable, world-wide, non-exclusive, right
and license to use, disclose, reproduce, publicly perform and display, transmit, transfer, (including the right to sublicense,
sell, offer for sale and distribute through multiple tiers), practice, make, have made, import and otherwise make use of such
Pre-Existing Materials in connection with the Work Product. Such rights shall extend to Pfizer’s present and future Affiliates,
successors and assigns.


 






    	- 17 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


12.       Indemnification, Liens; Insurance.


 


12.1      Indemnification.


 


	 	(a)	To the fullest extent
    permitted by applicable Law, Provider shall defend, indemnify, and hold harmless Pfizer, its Affiliates and its and
    their respective directors, officers, employees, agents and representatives from and against any and all Losses arising out
    of or relating to any and all claims, liabilities, liens, demands, obligations, actions, proceedings, suits or causes of action
    of every kind (regardless of whether or not such Losses are caused in part by a party indemnified hereunder) arising out of
    or related to:


 


	 	(i)	failure of Provider
    or its Personnel to comply with any Law, including the failure to pay taxes, duties, or fees, or to comply with employee safety
    regulations or with the Jobsite safety rules;


 


	 	(ii)	infringement or improper
    appropriation or use by Provider or its Personnel of trade secrets, proprietary information, know-how, copyrights, trademarks,
    patents, patented inventions or any other intellectual property or proprietary rights of any third party;


 


	 	(iii)	arising out of an audit,
    investigation, administrative proceeding, or litigation predicated upon Contracting Party’s failure to provide complete
    and correct data pursuant to its data collection and submission requirements hereunder;


 


	 	(iv)	breach by Provider or
    its Personnel of any agreements, covenants, warrantees, guarantees and representations contained in this Agreement and any
    SOW, amendment, work orders and related documents;


 


	 	(v)	Provider’s failure
    to pay any of its Personnel;


 


	 	(vi)	injury to or death of
    any person or damage to any property resulting from and/or caused by Provider or its Personnel in connection with the performance
    or non-performances of Provider’s obligations under this Agreement and any SOW;


 


	 	(vii)	Provider’s failure
    to require any consultant or subcontractor to be insured as set forth under the terms of this Agreement;


 


	 	(viii)	claims made by persons
    furnished by Provider or its Personnel (i) based on employment contract, or any Laws prohibiting discrimination in employment,
    or (ii) under worker’s compensation or similar Laws; and,


 


	 	(ix)	negligence, recklessness,
    willful misconduct, fraud or bad faith of Provider or its Personnel.


 


	 	(b)	Notwithstanding the
    foregoing, Provider shall not be liable for Losses to the extent such Losses are caused solely by the negligence, recklessness
    or willful misconduct of Pfizer. Furthermore, Provider shall not be liable for Losses pursuant to Section 12.1(a) (ii) above
    to the extent such infringement or improper appropriation or use is directly caused by Pfizer’s unauthorized modification
    of the Work Product.


 






    	- 18 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


Without
limiting any other of Provider’s obligations or Pfizer’s rights under this Agreement, including Section 12.1, if the
Work Product or Services, or any part thereof, becomes or, in Provider’s reasonable opinion, is likely to become the subject
of an infringement, misappropriation or misuse claim, suit or cause of action, Provider, at its expense, promptly shall as mutually
agreed between the Parties either (a) procure for Pfizer the right to continue using such Work Product and/or Services free of
any liability for infringement, misappropriation or misuse; or (b) replace or modify such Work Product and/or Services with a
non-infringing substitute of equivalent or better functionality that is reasonably satisfactory to Pfizer. In the event Provider
is unable, after exercising its best efforts, to implement one of the options set forth in subsection (a) or (b) above within
thirty (30) days after becoming aware of any such claim, suit or cause of action or the likelihood of any claim, suit or cause
of action, then Pfizer shall have the right to return the affected Work Product and/or cease using the affected Services, and
Provider promptly shall refund to Pfizer: (1) in the case of Work Product, an amount equal to the total amount paid by Pfizer
to Provider for the affected Work Product; and (2) in the case of Services, an amount equal to any pre-paid amounts paid by Pfizer
to Provider for the affected Services. This Section shall survive the expiration or termination of this Agreement.


 


	 	(c)	Indemnification
    Procedures. Pfizer shall inform Provider of any claim for which it intends to invoke indemnification and, at Provider’s
    request and expense, reasonably cooperate with Provider in defending such claim. Provider shall assume, at its sole cost and
    expense, the defense of such claim through legal counsel reasonably acceptable to Pfizer, except that Pfizer may at its option
    and expense select and be represented by separate counsel. Provider shall have control over the suit or proceedings, including
    the right to settle; provided, however, Provider will not, absent the written consent of Pfizer, consent to the entry of any
    judgment or enter into any settlement that (1) provides for any admission of liability on the part of Pfizer, its Affiliates
    or its or their respective directors, officers, employees, agents or representatives, as the case may be, or relief other
    than the payment of monetary damages for which Provider shall be solely liable and (2) adversely affects the rights of
    Pfizer under this Agreement, or (3) does not release Pfizer, its Affiliates and its respective
    directors, officers, employees, agents and representatives, as the case may be, from all liability in respect thereof.
    In no event shall Pfizer, its Affiliates or its or their respective directors, officers, employees, agents or representatives
    be liable for any claims that are compromised or settled in violation of this Section.


 


12.2      Limitation of Liability.


 


EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OR LOSS OF BUSINESS, LOST GOODWILL, LOST
REVENUE AND LOST OPPORTUNITY) ARISING OUT OF ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT OR WITH RESPECT TO ITS PERFORMANCE
HEREUNDER. The foregoing limitation of liability and exclusion of damages shall
apply (1) even if a Party had or should have had knowledge, actual or constructive, of the possibility of such damages, (2) whether
a claim is based on breach of contract, breach of warranty, tort (including negligence), product liability, strict liability or
otherwise, and (3) notwithstanding any failure of essential purpose of any limited remedy herein. Notwithstanding the foregoing
limitation of liability and exclusion of damages, Provider shall be liable to Pfizer for indirect, incidental or consequential
damages to the extent: (i) arising out a breach of the non-disclosure and non-use obligations set forth in this Agreement, (ii)
arising out of Provider’s obligations to indemnify for third party claims, (iv) awarded for bodily injury, death or damage
to real or personal property of Pfizer or any third party, provided that Pfizer shall not be entitled to damages for loss of profits,
interruption or loss of business, lost goodwill, lost revenue and lost opportunity, (v) covered by any errors or omissions or
other insurance carried by Provider or its Personnel, or (vi) resulting from Provider’s gross negligence or willful misconduct.


 






    	- 19 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


12.3      Liens.
Provider shall keep the Pfizer Materials and any other Pfizer property provided under this Agreement free and clear of all liens,
claims, and encumbrances. In addition, upon written request of Pfizer, Provider agrees to certify in writing to Pfizer that all
material and equipment embodied in the Services are free and clear of all liens, claims, and encumbrances and all labor costs
and obligations incurred with respect to the Services have been fully paid and discharged and to provide any information and/or
execute any documents as may be requested by Pfizer and/or required by Laws of the jurisdiction in which the Services are being
performed in order to protect Pfizer from any liens, claims, and encumbrances, including delivering to Pfizer full and final waivers
of mechanics’, materialmen’s and construction liens duly executed by Provider and all applicable subcontractors in
a form approved by Pfizer. If any lien is filed, Provider shall take all necessary steps to immediately procure the release of
such lien. If Provider does not procure the release of any lien, Pfizer shall have the right to seek and procure the release of
such lien, including the right to contest the validity or amount of any such lien. Provider shall indemnify, defend and hold Pfizer
harmless from and against any loss, damage, claim, expense or cost (including reasonable attorneys’ fees) arising out of
or relating to Provider’s failure to comply with this Section, including all monies paid and costs and expenses incurred
by Pfizer in discharging such liens or otherwise incurred in connection with any action or proceeding for the removal or enforcement
of the lien. Provider shall include a provision satisfying the requirements of this as part of any and all subcontracts entered
into for the work or any portion of the Services.


 


12.4      Insurance.


 


	 	(a)	Maintenance
    of Coverage. Prior to the commencement of any Services under this Agreement or any SOW, Provider shall provide and maintain
    such insurance coverage, in minimum types and amounts as described below in this Section, as will protect it and Pfizer (including
    Pfizer’s Affiliates, its and their employees, directors, officers, shareholders and agents) from all claims which may
    arise out of or result from Provider’s performance under this Agreement and any SOW, whether such operations be by itself
    or by its Personnel or by anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable.
    Provider will permit no consultant or subcontractor to enter the Jobsite or continue the performance of any Services unless
    such consultant is and remains insured, as outlined in this Section 12.4. Any and all deductibles for such insurance policies
    shall be assumed by, for the account of, and at Provider’s sole risk. All deductibles and self-insured retention amounts
    must be acceptable to and approved, in writing (if required), by Pfizer.


 






    	- 20 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(b)	Waiver
    of Subrogation. Such insurance policies shall be primary and non-contributing with respect to any other similar insurance
    policies available to Pfizer or its Affiliates. Except for Workers Compensation/Employers’ Liability and Professional
    Liability/Errors & Omissions insurance, all such policies shall include Pfizer and its Affiliates and any other such entities
    as Pfizer may reasonably request, as additional insureds. All such polices shall provide a waiver of subrogation in favor
    of Pfizer and its Affiliates.


 


	 	(c)	Insurance
    Certificate. Provider shall furnish to Pfizer original certificates and additional insurance endorsements evidencing the
    specified insurance coverage, prior to beginning any SOW, and, at agreement renewal or expiration of any one coverage, whichever
    occurs first. If requested by Pfizer, copies of the insurance policies themselves will be provided. Such certificates shall
    provide that not less than thirty (30) days’ prior written notice of any policy cancellation, or material change shall
    be given to Pfizer. The Certificate of Insurance shall be signed by a person authorized by the insurer to bind coverage on
    its (their) behalf. Provider shall provide, pay for, and maintain in effect the policies with minimum “A-” A.M.
    Bests rated insurance carriers or insurance companies satisfactory to Pfizer. Coverage shall be maintained for the duration
    of the SOW until final completion or as specified below, whichever is longer.


 


	 	(d)	Limits.
    The insurance required under Section 12.4(a) above shall be written for not less than any limits of liability specified
    herein or as required by law, whichever is greater. Provider shall have the right to provide the total limits required by
    any combination of primary and Umbrella/Excess coverage; said insurance to include the following:


 


	 	(i)	Insurance for liability
    under the Workers’ Compensation or occupational disease laws of any state or other jurisdiction in which the Services
    are performed (or be a qualified self-insurer in those states and jurisdictions) or otherwise applicable with respect to persons
    performing the Services and Employer’s Liability insurance covering all claims by or in respect to the employees of
    Provider and all Consultants, providing:


 


	 	1.	Coverage for the statutory
    limits of all claims under the applicable State Workers’ Compensation Act or Acts. ;


 






    	- 21 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	2.	Employer’s Liability
    Insurance with a limit of not less than $1,000,000;


 


	 	3.	Voluntary Compensation
    insurance covering all employees not subject to the applicable state Workers’ Compensation Act or Acts.


 


	 	(ii)	Commercial General Liability
    insurance with the following limits and forms/endorsements:


 





	 	Each Occurrence 	$2,000,000
	 	 	 
	 	Products & Completed Operations Aggregate 	$2,000,000




 


	 	(a)	Occurrence form including
    premises and operations coverage, products & completed operations, broad form property damage, coverage for independent
    contractors, personal injury coverage, and blanket contractual liability.


 


	 	(b)	Products and Completed
    Operations coverage shall be maintained for a period of three (3) years following the date that the Scope of Work is completed
    and accepted.


 


	 	(c)	ISO Endorsement CG20101185
    including Pfizer and its Affiliates as additional insureds with respect to any legal liability of Pfizer or its Affiliates,
    arising out of the Services.


 


	 	(iii)	In the event Provider
    is furnishing design services or other professional services, Provider shall obtain Professional Liability or Errors &
    Omissions Insurance for the Services. Such insurance shall have a limit of $5,000,000 per occurrence. Coverage shall be maintained
    for a period of three (3) years following final completion and acceptance of the Services specified in Scope of Work.


 


	 	(iv)	Umbrella (Excess) Liability
    Coverage (follow form) in an amount not less than $3,000,000 per occurrence.


 


	 	(v)	If Provider has care,
    custody or control of Pfizer property or inventory, Provider shall be responsible for any loss or damage to it, and provide
    all risk Property Coverage at full replacement cost for same.


 


	 	(e)	Certificate.
    Acceptance of any insurance certificate by Pfizer shall not constitute acceptance of the adequacy of coverage, compliance
    with the requirements of this Agreement or any SOW or serve as an amendment to this Agreement or any SOW.


 


13.        Confidentiality


 


13.1      References to Confidential Information in this Agreement shall mean Pfizer Confidential Information and Provider Information
collectively as defined in Section 1.3 and 1.4.


 






    	- 22 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


13.2      Restricted Disclosure and Use of Confidential Information. Each Party and Personnel shall keep, strictly confidential
and not disclose to any third party (without Parties prior written approval) Confidential Information. Parties shall not use,
and shall not permit its Personnel to use, the Confidential Information except in accordance with this Agreement. In the event
any Party becomes aware of any breach of the confidentiality and non-use obligation contained in this Section by it or its Personnel,
Party shall promptly notify the other Party in writing of such breach and all facts known to respective Party regarding same.


 


13.3      Permitted Disclosures. Notwithstanding the foregoing, Pfizer Confidential Information may be disclosed by Provider
to the extent required: (a) for the performance of the Services subject to Section 13.4 below and (b) in order to comply with
any court order, statute or governmental directive, provided that in the event that such court order, statute or governmental
directive requires disclosure of Pfizer Confidential Information, Provider shall provide prompt notice to Pfizer (except where
restricted by applicable Law) before such Pfizer Confidential Information is disclosed and cooperate with Pfizer if Pfizer seeks
protective order or other appropriate remedy for such Pfizer Confidential Information, and if no such protective order or other
remedy is obtained, Provider will furnish only that portion of the Pfizer Confidential Information which it is advised by its
counsel it is legally required to furnish.


 


13.4      Precautions. In order to comply with its confidentiality and non-use obligations, each Party shall take at least
the following precautions: (a) Parties shall exercise all reasonable efforts to prevent unauthorized employees and unauthorized
third parties from gaining access to Confidential Information (and in no event less than reasonable care); (b) Parties shall disclose
Confidential Information only to such of its Personnel who have a need to know such Confidential Information to fulfill their
obligations under this Agreement and/or any SOWs; provided, however, before any disclosure of Confidential Information, Parties
shall bind its Personnel receiving such Confidential Information to a written agreement of confidentiality at least as restrictive
as this Agreement; and (c) prior to any disclosure, Parties shall instruct its Personnel of the confidential nature of, and to
maintain the confidentiality of, the Confidential Information. Parties shall be responsible for all actions of its Personnel,
including any breach of the terms hereof.


 


13.5      Survival. Upon the earlier of Pfizer’s request or termination or expiration of this Agreement, receiving Party shall
promptly return to disclosing Party all of the disclosing Parties Confidential Information. However, receiving Party may retain
one copy of any document containing disclosing Party Confidential Information in its confidential files for so long as necessary
and for the sole purpose of determining its continuing obligations under this Agreement; provided, however, that the terms of
this Section 13 shall continue to apply with regard to any such disclosing Party Confidential Information retained by receiving
Party. Notwithstanding receiving Parties return of the Confidential Information, receiving Party will continue to be bound by
its obligation of confidentiality and non-use under this Agreement for a period of seven (7) years after the later of termination
or expiration of this Agreement or the last SOW in place, except with respect to any information that constitutes a trade secret
(as defined under applicable Law), in which case receiving Party will continue to be bound by its obligation of confidentiality
and non-use under this Agreement for so long as such information continues to constitute a trade secret, but in no event for a
period of less than the seven (7) year period specified immediately above.


 






    	- 23 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


14.        Records and Audits


 


14.1       Records. Provider will maintain complete and accurate Records. Any Records that are financial in nature such as,
but not limited to, time sheets, billing records, invoices, payment applications, payments of consultants and subcontractors and
receipts relating to reimbursable expenses, shall be maintained in accordance with generally accepted accounting principles. Provider
shall maintain such Records for a period of six (6) years after the expiration or termination of (x) this Agreement or (y) the
applicable SOW in effect, or for such longer period as otherwise may be required by applicable Law, whichever occurs later.


 


14.2      Audits. Pfizer or its representatives, including its external auditors, may inspect and/or audit any facility being
used by Provider or Provider’s Affiliates for the performance of Services, upon no more than five (5) working days prior
notice during reasonable business hours and any Records of Provider, including all Records related to Provider’s compliance
with Laws, at any time during the Term of this Agreement and for the three (3) year period following the expiration or termination
of (x) this Agreement or (y) the last SOW in effect, whichever occurs later, during normal business hours and upon reasonable
notice to Provider. Provider shall make any Records readily available for such audit, and Pfizer or its representatives may copy
any and all such Records in connection with any such audit. If any financial audit reveals that Provider has overcharged Pfizer,
Provider shall promptly reimburse Pfizer for such overcharge, and in the event that any such overcharge equals an amount equal
to or greater than five percent (5%) of the amount that should have been charged under the terms of this Agreement and the applicable
SOW, then Provider shall promptly reimburse Pfizer for all reasonable costs and expenses incurred in the conduct of the audit.


 


15.        Miscellaneous


 


15.1      No Publicity. Provider shall not use the name, trade name, service marks, trademarks, trade, dress or logos of Pfizer (or
any of its Affiliates) in publicity releases, advertising or any other publication, nor identify Pfizer as a customer, without
Pfizer’s prior written consent in each instance.


 


15.2       Dispute Negotiations; Governing Law; Venue.


 


	 	(a)	Negotiations
    of Dispute. With respect to any controversy, claim, counterclaim, dispute, difference or misunderstanding arising
    out of or relating to the interpretation or application of any term or provisions of this Agreement or
    an SOW or any related documents, a Party shall provide written notice to the other Party of the existence of such dispute.
    The Parties shall for a period of thirty (30) days following such notice, enter into good faith discussions and negotiations
    in an attempt to resolve such dispute. If, by the end of such thirty (30) day period, unless such period is extended by mutual
    agreement of the Parties, if the Parties have been unable to resolve such dispute, either Party may initiate litigation. The
    procedures specified in this Section is a precondition to the initiation of litigation by a Party, in connection with disputes
    between the Parties arising out of or relating to this Agreement and any SOW; provided, however, that a Party may: (i) seek
    a preliminary injunction or other preliminary judicial relief, without attempting to resolve such dispute as provided in this
    Section, if in its judgment such action is necessary to avoid irreparable harm; or (ii) institute formal proceedings to avoid
    the expiration of any applicable limitations period. Further, the requirement to attempt to resolve a dispute in accordance
    with this Section 15.1 does not affect a Party’s right to terminate this Agreement or an SOW as provided in the Termination
    Section hereof, and neither party shall be required to follow these procedures prior to terminating the Agreement.


 






    	- 24 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	 	(b)	Governing
    Law. The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance
    with the laws of the State of New York without regard to the principles of conflicts
    of law.


 


	 	(c)	Venue.
    All actions and proceedings under this Agreement shall be brought exclusively in a state or federal court of competent
    subject matter jurisdiction in the County of New York in the State of New York. Each Party hereby waives (i) any objection
    which it may have at any time to the venue of the proceedings in any such court, (ii) any claim that such proceedings have
    been brought in an inconvenient forum and (iii) the right to object, with respect to such proceedings, that such court does
    not have any jurisdiction over such Party. IN ANY CONTROVERSY OR CLAIM, WHETHER BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY,
    ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH HEREOF
    OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, ALL PARTIES HEREBY WAIVE THEIR RIGHT TO TRIAL BY JURY.


 


	 	(d)	Continuing
    Work during Dispute. Pending resolution of any dispute under this Agreement
    or any SOW by settlement or by final judgment, Provider shall proceed diligently with its performance in accordance with this
    Agreement and the applicable SOW, and maintain the project schedule during any dispute proceedings unless otherwise instructed
    by Pfizer.


 


15.3      Independent Contractor. Provider shall perform the Services as an independent contractor with exclusive control
of the manner and means of performing the Services in accordance with the requirements of this Agreement and the SOW. Provider
has no authority to act or make any agreements or representations on behalf of Pfizer or its Affiliates. This Agreement
or SOW is not intended to create, and shall not be construed as creating, between Pfizer and Provider, the relationship
of principal and agent, employer and employee, joint venturers, co-partners or any other such relationship, the existence of which
is hereby expressly denied. No employee or agent engaged by Provider shall be, or shall be deemed to be, an employee or agent
of Pfizer or its Affiliate nor entitled to any benefits that the Pfizer or its Affiliate provides to its own employees.


 


15.4      Notices.
Any notice required to be given hereunder shall be in writing and deemed to have been sufficiently given, (i) when delivered
in person, (ii) when received by the intended party. Each notice shall specify the name and date of and parties to this Agreement.
To help expedite Pfizer’s awareness and response, copies of Notices may be provided to Pfizer by email but must be supplemented
by one of the following methods (a) personal delivery; (b) first class certified mail with return receipt requested, or (c) next-day
delivery by major international courier, with confirmation of delivery. Electronic copies may be sent to contractnotices@pfizer.com


 






    	- 25 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


	If
    to Pfizer:	Pfizer
        Inc.

        Eastern
        Point Road

        

        Groton,
        CT 06340

        

        ATTENTION:
        Director WRD Procurement

	 	 
	and a copy (which shall not constitute notice) to:
	 	 
	 	Pfizer
        Inc.

        Pfizer
        Legal Division

        235
        East 42nd Street

        

        New
        York, NY 10017

        

        ATTENTION:
        Chief Counsel R&D

	 	 
	If
    to Provider:	XRpro
        Sciences, Inc.

        One
        Kendall Square, Suite B2002

        Cambridge,
MA 02139

        

        ATTENTION:
        Richard Cunningham

        

        Email:
        rcunningham@xrpro.com

        Fax
        No.: (302) 347-1326

	 	 
	with a copy (which shall not constitute notice) to:
	 	 
	 	Gracin
        & Marlow

        Chysler
Building

        405
        Lexington Avenue, 26th Floor

        

        New
        York, NY 10174

        ATTENTION:
Leslie Marlow

        

        Fax
        No.: (212) 208-4657



 


Provider
or Pfizer may, by notice to the other, change the addresses and names given above.


 


15.5       Assignment. Provider shall not assign any of its rights or delegate or subcontract any of its duties under this
Agreement without the prior written consent of Pfizer which may be withheld at its discretion. Any such attempted assignment of
rights or delegation or subcontracting of duties without the prior written consent of Pfizer shall be void and ineffective. Any
such assignment, delegation or subcontracting consented to by Pfizer shall not relieve Provider of its responsibilities and liabilities
hereunder and Provider shall remain liable to Pfizer for the conduct and performance of each permitted assignee, delegate and
subcontractor hereunder.


 






    	- 26 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


15.6       Divestiture. Notwithstanding anything to the contrary contained in this Agreement, to the extent related to or arising
in connection with a divestiture (whether by sale, spin-off, or similar transaction) by Pfizer, Inc. of all or any portion of
a Pfizer business or business unit (“a Divestiture”), Pfizer may, without prior written notice to or consent of Provider,
without any penalty, and at no additional cost to Pfizer or to any affiliate of Pfizer or to the company or the group of companies
resulting from such Divestiture (collectively, such companies, the “Resulting Companies”): (1) assign its rights and
obligations under this Agreement, in whole or in part to one or more of the Resulting Companies, or (2) split and assign, in whole
or in part, its rights and obligations under this Agreement to one or more of the Resulting Companies so as to retain the benefits
of this Agreement for both Pfizer and the applicable Resulting Compan(y)/(ies) following such Divestiture.  


  


	 	(a)	From and after any partial
    assignment or split (i) the rights and obligations of Pfizer hereunder shall be divided between Pfizer and the Resulting Compan(y)/(ies)
    to whom such rights and obligations are transferred as specified by Pfizer, such that all such rights and obligations related
    to the business of the applicable Resulting Compan(y)/(ies) shall be enforceable only by and against the applicable Resulting
    Compan(y)/(ies), and all other such rights and obligations shall be enforceable only by and against Pfizer and (ii) to the
    extent this Agreement contains any volume-based pricing or discounts in favor of Pfizer or minimum purchase thresholds, any
    purchases by Pfizer and the applicable Resulting Compan(y)/(ies) hereunder shall be aggregated for purposes of determining
    the applicable pricing and discounts and whether any minimum threshold has been met. Provider will work cooperatively with
    Pfizer and the applicable Resulting Compan(y)/(ies) to ensure a smooth and orderly transition, including, to the extent requested
    by Pfizer, entering into separate agreements with Pfizer and the applicable Resulting Compan(y)/(ies) on substantially the
    same terms and conditions (as adjusted to take into account the nature of the separate contracts while maintaining the economic,
    business and other purposes of the Agreement).


 


	 	(b)	No term, condition or
    provision of this Agreement, whether express or implied, shall be construed to limit Pfizer’s use of the Services for
    the benefit of Resulting Compan(y)/(ies) for up to two (2) years after a Divestiture, and Provider shall not charge Pfizer
    any additional fee of any kind whatsoever for such usage.


 


15.7       Binding Effect. This Agreement shall apply to, inure to the
benefit of and be binding upon the Parties hereto and upon their respective successors and permitted assigns. The Parties agree
that, except with respect to an Affiliate of Pfizer who is party to a SOW as provided in the Description of Services Section,
this Agreement is not intended by any Party to give any benefits, rights, privileges, actions or remedies to any person as a third
party beneficiary or otherwise under any theory of law; it being understood and agreed that an Affiliate of Pfizer who is party
to a SOW as provided in the Affiliates Section above, shall be deemed an intended third party beneficiary of this Agreement for
purposes of that particular SOW.


 


15.8       Force Majeure. No Party shall be liable for any failure to perform or any delays in performance, and no Party shall
be deemed to be in breach or default of its obligations set forth in this Agreement and any SOWs, if, to the extent, and for as
long as such failure or delay is due to any causes that are beyond its reasonable control and not to its acts or omissions, including
such causes as acts of God, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any court or administrative
body, embargo, acts of government, war (whether or not declared), acts of terrorism, or other similar causes (“Force Majeure
Event”). For clarity, labor disputes shall not be deemed a Force Majeure Event. In the event of a Force Majeure Event, the
Party prevented from or delayed in performing shall promptly give notice to the other Party and shall use commercially reasonable
efforts to avoid or minimize the delay. The Party affected by the other Party’s delay may elect to: (a) suspend performance
and extend the time for performance for the duration of the Force Majeure Event, or (b) cancel all or any part of the unperformed
part of this Agreement or any applicable SOW if performance of Services is delayed by 2 weeks or longer. Notwithstanding, in the
event of any termination of any Services as a result Force Majeure Event by Pfizer, the applicable covenants related to the Take
or Pay Agreement as agreed in the Asset Purchase and Collaboration Agreement between XRPRO Sciences, Inc. and Icagen, Inc effective
1st July 2015 will still apply.


 






    	- 27 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


15.9       Severability. If and to the extent that any court or tribunal of competent jurisdiction holds any provision of this
Agreement or any SOW to be unenforceable in a final non-appealable order, such unenforceable provision shall be stricken and the
remainder of this Agreement shall not be affected thereby. Pfizer and Provider shall in good faith attempt to replace any unenforceable
provision of this Agreement or the SOW with a provision that is enforceable and that comes as close as possible to expressing
the intention of the original provision.


 


15.10     Non-Waiver; Remedies. A waiver by a Party of any term or
condition of this Agreement or SOW in any instance shall not be deemed or construed to be a waiver of such term or condition for
the future, or of any subsequent breach thereof. All remedies specified in this Agreement
shall be cumulative and in addition to any other rights or remedies available at law or in equity. Pfizer shall be entitled to
seek equitable relief, including injunction and specific performance, as a remedy for any actual or threatened breach by Provider
of its obligations under this Agreement (without proof of actual damages or harm, and not subject to any requirement for the securing
or posting of any bond in connection therewith).


 


15.11     Further
Documents. Each Party hereto agrees to execute such further documents and take such further steps as may be
reasonably necessary or desirable to effectuate the purposes of this Agreement.


 


15.12     Forms. The Parties recognize that, during the Term of this Agreement, an Order acknowledgment form or similar routine
document (collectively, “Forms”) may be used to implement or administer provisions of this Agreement. The Parties
agree that the terms of this Agreement shall prevail in the event of any conflict between terms of this Agreement and the terms
of such Forms, and any additional or different terms contained in such Forms shall not apply to this Agreement.


 


15.13    Headings.
Headings of sections or other parts of this Agreement and SOWs are included herein for convenience of reference only, and
shall not constitute a part of this Agreement and SOWs or change the meaning of this Agreement and SOWs, as the case may be.


 


15.14     Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original,
and all of which shall together constitute one and the same agreement, and shall become effective when signed by each of the Parties
hereto and delivered to the other Party in accordance with the means set forth in the Notices Section above, or by reliable electronic
means (with receipt electronically confirmed).


 






    	- 28 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


15.15     Electronic Delivery and Storage. Delivery of a signed Agreement by reliable electronic means, including facsimile or email
(with receipt electronically confirmed), shall be an effective method of delivery of the executed Agreement. This Agreement may
be stored by electronic means and either an original or an electronically stored copy of this Agreement can be used for all purposes,
including in any proceeding to enforce the rights and/or obligations of the Parties to this Agreement.


 


15.16     Entire Agreement; Amendments. This Agreement, together with any and all SOWs, amendments, work orders or other related
documents, constitutes the entire agreement of the Parties with respect to its subject matter and merges and supersedes all prior
or contemporaneous agreements, discussions and writings, written or oral, with respect to the subject matter hereto. No modification
or alteration of this Agreement or any SOW, amendments, work orders or other related documents shall be binding upon the Parties
unless contained in a writing signed by a duly authorized agent for each respective Party and specifically referring hereto or
thereto.


 


15.17     Rule of Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event
that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement.


 


15.18    In this Agreement (except where context otherwise requires):


 


	 	(a)	the words “including,”
    “include” and “includes” are to be construed as if they are immediately followed by the words “without
    limitation”;


 


	 	(b)	any use of the singular
    includes the plural and vice versa;


 


	 	(c)	any references to “person”
    or “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations
    and any other entities; and


 


	 	(d)	any reference to Laws
    shall (except where the context otherwise requires) be construed as referring to such Laws as amended and in force from time
    to time and to any Laws which re-enacts or consolidates (with or without modification) any such Laws, unless stated otherwise.


 






    	- 29 -



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


IN
WITNESS WHEREOF, Provider and Pfizer have caused this Services Agreement to be duly executed and delivered as of the date first
written above.


 





	XRPRO SCIENCES INC.	 	PFIZER INC. 
	 	 	 	 	 
	By:	/s/ Richard Cunningham      	 	By:	/s/ Charlotte Allerton
	 	 	 	 	 
	Name:Richard Cunningham	 	Name:  Charlotte Allerton
	 	 	 	 	 
	Title:Chief Executive Officer and President	 	Title: Vice President and Head of Pharmacokinetics Dynamics & Metabolism -NCE




 






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Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


SCHEDULE
B


 


FORM
OF STATEMENT OF WORK


 


This
Statement of Work is entered into as of [Insert Date] by PFIZER INC., and XRPRO SCIENCES INC., pursuant to the terms and conditions
of the Master Scientific Services Agreement between PFIZER INC., and XRPRO SCIENCES INC., effective July 1st 2015 (the
“Services Agreement”). All capitalized terms not defined in this Statement of Work shall have the meanings given to
them in the Services Agreement.


 


Description
of Services:


 


Scope;
Activities, Tasks:


 


Status
Meetings and Reports:


 


Term
of Statement of Work:


 


Schedules;
Deliverables:


 


Compensation
and Payment:


 


Invoicing
Instructions:


 


All
invoices shall be delivered to Pfizer c/o: PFIZER INC. GFSS – AMERICAS, PO Box 34600, Bartlett, TN 38184-0600, United States.
To receive payment from Provider’s purchase order (PO), mail a document clearly marked 'INVOICE' to the address above (or
email apinvoices@pfizer.com) with the following information clearly listed: Description of service(s) and/or goods provided,
PO number, amount owed and name and address payment is to be sent to. This will help facilitate a quick payment to Provider for
services rendered. Suppliers enrolled in Pfizer's e-Invoicing programs (ASN or OB10) can ignore this PO Note. All invoice or billing
related questions should be referred to Pfizer's Accounting Department at 800.601.1357 or go to the Accounts Payable Inquiry Tool
(APIQ) at www.pfizeraccountspayable.com.


 


All
undisputed invoices for fees and expenses shall be paid within sixty (60) calendar days from the date of receipt of the invoice
by Pfizer.


 


You
may invoice at the end of each month upon satisfactory project progression and completion.


 


Except
as provided for in this Statement of Work, all other terms and conditions of the Agreement remain unchanged and continue in full
force and effect.


 


	XRPRO SCIENCES INC.	 	PFIZER INC. 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Date:	 	 	Date:	 


 



    	



    	 



    

 


Portions
herein identified by XXXX have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.  A complete copy of this document has been filed separately with the Securities and
Exchange Commission.


 


SCHEDULE
B


 


SCIENTIFIC
SERVICES BUSINESS TERMS


 


Pursuant
to the terms and conditions of this Agreement, Provider will provide Scientific Services, specifically biology related services
including but not limited to: on demand assay development, modification and optimization, compound screening, ion channel screening,
reagent & cell line generation, biology platform development etc. in support of Pfizer projects.


  


Services
will be provided by Provider from the following locations:


 


4222
Emperor Blvd, Durham, NC, 27703


1
Kendall Square, Cambridge, MA 02139


 


Services
under this contract may be provided on a Fee for Service (FFS) basis or provided on a full time equivalent (FTEs) staff basis
or other commercial arrangements as mutually agreed between the Parties dedicated to performing Services for Pfizer.


 


XXXX


 





Definition
of Specialty Materials is:


 


Any
biological reagents, chemicals, and consumables that are needed to execute a specific Pfizer project and cannot be utilized for
other programs or clients today or in the future (examples include radioactive substances, reagent kits, custom antibodies, etc).


 


For
the avoidance of doubt, the cost associated with licensing of project specific cell lines will not be included within the FTE
rate.


 


Fees
and Payment:


 


Provider
will invoice Pfizer monthly in arrears for FTE services under this Contract unless otherwise agreed between Pfizer and Provider.


 


Pfizer
will pay for any Non-FTE Services as stated in the applicable Order. If it is not otherwise stated in the applicable Order, Provider
will invoice Pfizer for Non-FTE Services upon the completion of the Order.


 


No
other fees or costs will be paid by Pfizer without Provider obtaining prior written consent from a Pfizer Project Lead or Steering
Committee member.


 


Shipping:


 


Pfizer
will assume all shipping expenses for shipping materials and/or compounds required to perform the services from Pfizer to Provider.
Should Pfizer request that any materials be returned to Pfizer, then Pfizer will reimburse any shipping costs or make arrangements
to use a courier on a Pfizer account.


 


Any
Fee for Service (FFS) Quotations should include any associated shipping charges that may be required to complete service delivery.