Exhibit 10.25


 





[***]
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information
is not material and the registrant customarily and actually treats as private and confidential.


 


Execution
Version 


 


MANUFACTURING
AND SUPPLY AGREEMENT


 


THIS
MANUFACTURING AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of March 23, 2021 (“Effective
Date”)


 


BY
AND BETWEEN:


 


Century
Therapeutics, Inc., (f/k/a Century Therapeutics, LLC) a company registered in Delaware, United States, whose
registered office is at 3675 Market Street, Philadelphia, PA 19104, United States (hereafter referred to as:
 “CENTURY” or “Century”);


 


and


 


FUJIFILM
Cellular Dynamics, Inc., a company registered in Wisconsin, whose registered office is at 525 Science Drive, Madison, WI 53711,
United States (hereafter referred to as: “FCDI”).


 


WHEREAS:


 


		-	CENTURY
                                                                                                                                                                                                                              is engaged in the discovery and development of cell therapies, including the Product(s) (as defined in Article 1
                                                                                                                                                                                                                              below);



 


		-	FCDI
                                                                                                                                                                                                                              and Century are parties to the Reprogramming License Agreement (as defined in Article 1 below) and the Differentiation
                                                                                                                                                                                                                              License Agreement (as defined in Article 1 below), each of which
                                                                                                                                                                                                                              contemplates that such parties will also enter into a Supply Agreement and a
                                                                                                                                                                                                                              Quality Agreement. Century and FCDI now desire to enter into this Agreement
                                                                                                                                                                                                                              pursuant thereto, in addition to the Quality Agreement,                                          dated as of June 29, 2020
                                                                                                                                                                                                                              (as the same may be amended from time to time, the “Quality
                                                                                                                                                                                                                              Agreement”);



 


		-	FCDI
                                                                                                                                                                                                                              will operate as an independent contract manufacturer with the capability to provide analytical
                                                                                                                                                                                                                              testing, technology transfers, process and analytical development and GMP manufacturing activities for the Product(s) on the
                                                                                                                                                                                                                              terms and conditions of this Agreement;



 


		-	CENTURY
                                                                                                                                                                                                                              wishes for FCDI to conduct the technology transfer and to provide process and analytical development activities, if any, and
                                                                                                                                                                                                                              GMP manufacturing activities                                          for the Product(s) as further described in, and on the
                                                                                                                                                                                                                              terms and conditions of, this Agreement;



 


		-	FCDI
                                                                                                                                                                                                                              wishes to conduct the aforementioned technology transfer and to provide the aforementioned Activities, including GMP
                                                                                                                                                                                                                              manufacturing activities for the Product(s)                                          as further described in, and on the
                                                                                                                                                                                                                              terms and conditions of, this Agreement.



 


NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


Article
1 - Definitions


 


For
the purpose of this Agreement, the following terms shall be defined as follows:




 





     


     


    



 


		1.1.	“Activity”
                                                                                                                                                                                                                                 or “Activities” means: all activities performed by FCDI for CENTURY pursuant
                                                                                                                                                                                                                                 to Work Orders, including but not limited to, the Technology Transfer Activities, Process
                                                                                                                                                                                                                                 Development Activities, Analytical Testing Development Activities, Manufacturing Activities,
                                                                                                                                                                                                                                 Analytical Test Activities, QA Review Activities and any related or other activities
                                                                                                                                                                                                                                 or activities as more fully described in the applicable Work Order but excluding activities that are expressly contemplated
                                                                                                                                                                                                                                 in or to be performed pursuant to the MCA.



 


		1.2.	“Affiliate”
                                                                                                                                                                                                                                 means: any person or legal entity that controls, or is controlled by or is under common
                                                                                                                                                                                                                                 control with, either of the Parties. For the purpose of this definition, a person or legal entity shall be deemed to
                                                                                                                                                                                                                                 “control” another                                          legal entity if it owns, directly or indirectly, in
                                                                                                                                                                                                                                 excess of fifty percent (50%) of the outstanding
                                                                                                                                                                                                                                 voting securities or capital stock of such legal entity or any other comparable equity
                                                                                                                                                                                                                                 or ownership interest with respect to a legal entity.



 


		1.3.	“Agreement”
                                                                                                                                                                                                                                 or “MSA” means: this Manufacturing and Supply Agreement, including all appendices thereto (the
                                                                                                                                                                                                                                 “Appendices”) and any Work Order(s)                                          signed by the Parties, in each case
                                                                                                                                                                                                                                 attached hereto and incorporated herein by reference. For clarity, this Agreement includes its Appendices and the Work
                                                                                                                                                                                                                                 Order(s), any of which may be amended from time to time in accordance with the provisions hereof.



 


		1.4.	“Analytical
                                                                                                                                                                                                                                 Test Activities” means: the analytical test activities, if any, to be conducted and/or provided by FCDI in the
                                                                                                                                                                                                                                 Analytical Test Phase in accordance with this Agreement, as described in the
                                                                                                                                                                                                                                 applicable Work Order(s).



 


		1.5.	“Analytical
                                         Testing Development Activities” means: the activities, if any, to be conducted
                                         and/or provided by FCDI in the Process Development Phase in accordance with this Agreement,
                                         as described in the applicable Work Order(s).



 


		1.6.	“Analytical
                                                                                                                                                                                                                                 Testing Development Objectives” means: the objectives to be met by the provision of the Analytical Testing Development
                                                                                                                                                                                                                                 Activities, as described in the applicable                                          Work Order. 



 


		1.7.	“Analytical
                                                                                                                                                                                                                                 Test Phase” means: the period during which the Analytical Test Activities, if any, will be carried out.



 


		1.8.	“Applicable
                                                                                                                                                                                                                                 Laws” means: all laws, regulations, rules, ordinances, binding guidelines and guidances, requirements and orders of any
                                                                                                                                                                                                                                 government or governmental subdivision of each jurisdiction in which the
                                                                                                                                                                                                                                 manufacture of Products or any other Activities provided hereunder take place to
                                                                                                                                                                                                                                 the extent
                                          applicable to such manufacture or the provision of such other
                                                                                                                                                                                                                                 Activities, as the context requires.



 


		1.9.	“Batch”
                                         means: with respect to each Product produced by FCDI for CENTURY, one (1) unit of the
                                         standard production quantity of Product obtained from one (1) production Run as set forth
                                         in the applicable Work Order.



 


		1.10.	“Batch
                                                                                                                                                                                                                                  Production Records” or “BPRs” means: the production records and other
                                                                                                                                                                                                                                  supporting documents providing the manufacturing history of a Batch, as required under GMP. Batch Production Records or BPRs
                                                                                                                                                                                                                                  may also be referred to as “Manufacturing Procedures” or
                                                                                                                                                                                                                                  “MP.”




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		1.11.	“Century
                                         Process Development Activities” means: the activities, if any, to be conducted
                                         and/or provided by Century that are interdependent with Process Development Activities
                                         to be conducted and/or provided by FCDI, in the Process Development Phase in accordance
                                         with this Agreement, In each case, as described in the applicable Work Order(s).



 


		1.12.	“Certificate
                                                                                                                                                                                                                                  of Analysis” or “CoA” means: the GMP compliant certificate of analysis
                                                                                                                                                                                                                                  containing the outcome of the analytical testing of the Product corresponding to each Batch as performed according to the
                                                                                                                                                                                                                                  Release Specifications.



 


		1.13.	“Certificate
                                                                                                                                                                                                                                  of Compliance” or “CoC” means: the certificate of compliance confirming that each Batch of Product is, in
                                                                                                                                                                                                                                  all material respects, manufactured, tested, stored and supplied by FCDI in compliance with this Agreement and, in as far as
                                                                                                                                                                                                                                  applicable, the Release Specifications and GMP, in all material respects.



 


		1.14.	“Clinical
                                                                                                                                                                                                                                  Studies” or “Clinical Trials” means: the use of the Product pursuant
                                                                                                                                                                                                                                  to any protocols which have received or do receive approval by the authorized regulatory authorities for the purpose of
                                                                                                                                                                                                                                  conducting clinical studies in humans to determine                                          the safety, efficacy or other
                                                                                                                                                                                                                                  characteristics of the Product.



 


		1.15.	“Current
                                         Best Practice” means: the most recent version of written procedures.



 


		1.16.	“Differentiation
                                                                                                                                                                                                                                  License Agreement” means that certain License Agreement dated as of September 18, 2018 and pertaining to certain patent
                                                                                                                                                                                                                                  rights and know how related to the manufacture of human iPSC (including
                                                                                                                                                                                                                                  TiPSC)-derived T cells, NK cells, dendritic cells, and macrophages by and
                                                                                                                                                                                                                                  between FCDI and Century Therapeutics,                                          Inc., as assigned to Century and as may be
                                                                                                                                                                                                                                  amended from time to time.



 


		1.17.	“Draft
                                                                                                                                                                                                                                  Procedures” means: the draft procedures to develop a manufacturing process for the Product as agreed in writing between
                                                                                                                                                                                                                                  the Parties.



 


		1.18.	“Draft
                                                                                                                                                                                                                                  Release Specifications” means: the draft specifications to be agreed by FCDI and CENTURY in writing after completion of
                                                                                                                                                                                                                                  the Process Development Activities but                                          prior to the performance of an Engineering
                                                                                                                                                                                                                                  Batch, if any, which draft specifications,                                          as agreed to in writing by the Parties,
                                                                                                                                                                                                                                  shall constitute an amendment to the applicable Work Order.



 


		1.19.	“Engineering
                                                                                                                                                                                                                                  Batch” means: the product obtained from a production Run at scale (not under GMP) and in accordance with the agreed
                                                                                                                                                                                                                                  Draft Procedures and Draft Release                                          Specifications and final process, as agreed after
                                                                                                                                                                                                                                  the Technology Transfer Phase or Process                                          Development Phase but prior to the
                                                                                                                                                                                                                                  commencement of the Manufacturing Phase. The product                                          resulting from this Batch will
                                                                                                                                                                                                                                  be tested to see if the Technology Transfer Objectives or Process Development
                                                                                                                                                                                                                                  Objectives can be met at large scale and Is not intended for use in Clinical
                                                                                                                                                                                                                                  Studies. It is contemplated that an Engineering Batch will require QA review and
                                                                                                                                                                                                                                  approval for testing                                          and release of the Product but only to the extent the same is
                                                                                                                                                                                                                                  consistent with the FCDI quality management system.



 


		1.20.	“Engineering
                                         Batch Activities” means: the manufacturing activities concerning an Engineering
                                         Batch, including but not limited to scale-up, to be conducted and/or provided by FCDI
                                         in the Engineering Phase in accordance with this Agreement

                                         and as described in the applicable Work Order(s).




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		1.21.	“Engineering
                                                                                                                                                                                                                                  Phase” means: the period during which the Engineering Batch Activities, if any, will be carried out, and which period
                                                                                                                                                                                                                                  commences on the date that                                          FCDI begins production of the first Engineering Batch and
                                                                                                                                                                                                                                  ends upon completion of the                                          Engineering Batch Activities whereby the last
                                                                                                                                                                                                                                  Engineering Batch is to be produced as specified in the applicable Work
                                                                                                                                                                                                                                  Order.



 


		1.22.	“Exclusivity
                                                                                                                                                                                                                                  Term” means: the term beginning on the Effective Date and expiring on the fifth (5th) anniversary of the
                                                                                                                                                                                                                                  Effective Date.



 


		1.23.	“Facility”
                                         means: FCDI’s facility located at 465 Science Drive, Madison, Wisconsin, U.S.A.



 


		1.24.	“Financial
                                                                                                                                                                                                                                  Terms” means: the financial terms of this Agreement, as set forth in each Work Order. Except as may be expressly
                                                                                                                                                                                                                                  otherwise agreed in a Work Order and notwithstanding anything to the contrary
                                                                                                                                                                                                                                  herein, the Financial Terms will reflect financial terms providing for at least
                                                                                                                                                                                                                                  the following compensation to FCDI for the relevant Activities:
                                                                                                                                                                                                                                  [***].



 


		1.25.	“GMP”
                                                                                                                                                                                                                                  means: current United States Good Manufacturing Practices (in Manufacturing, Processing,
                                                                                                                                                                                                                                  Packing, or Holding of Drugs and Finished Pharmaceuticals) as set forth in the Federal
                                                                                                                                                                                                                                  Register volume 66 Number 186 and those sections applicable within the FDA Regulations at 21 CFR Parts 210, 211, 600, 601 and
                                                                                                                                                                                                                                  610, including relevant FDA Guidances on the manufacture of investigational                                          drugs,
                                                                                                                                                                                                                                  the current European Good Manufacturing Practices for Medicinal Products as set
                                                                                                                                                                                                                                  forth in 2001/20/EC, 2001/83/EC, 2003/94/EC and 2005/28/EC (as amended), the E.U. Guide
                                                                                                                                                                                                                                  to GMP (The rules governing medicinal products in the European Union, Volume IV), including
                                                                                                                                                                                                                                  Annex 13 (Manufacture of Investigational Medicinal Products), and applicable International
                                                                                                                                                                                                                                  Conference on Harmonisation (ICH) guidelines as in effect at the time of manufacture
                                                                                                                                                                                                                                  by FCDI of the Product and the performance by FCDI of the
                                                                                                                                                                                                                                  Activities.



 


		1.26.	“GMP
                                         Batch” means: a Batch that meets the Release Specifications, and is manufactured
                                         under GMP, in all material respects.



 


		1.27.	“GMP
                                                                                                                                                                                                                                  Procedures” means: the final procedures (following review and discussion of the Draft Procedures) agreed by FCDI and
                                                                                                                                                                                                                                  CENTURY in writing after the Process Development                                          Activities or after the completion
                                                                                                                                                                                                                                  of the Engineering Batches pursuant to which a GMP Batch will, in all material
                                                                                                                                                                                                                                  respects, have to be manufactured.



 


		1.28.	“IND”
                                                                                                                                                                                                                                  means an investigational new drug application with the FDA, or the equivalent application in any foreign jurisdiction filed
                                                                                                                                                                                                                                  with another regulatory authority.



 


		1.29.	“Joint
                                         Steering Committee” or “JSC” will have the meaning set forth in Article
                                         4.



 


		1.30.	“Manufacturing
                                                                                                                                                                                                                                  Activities” means: the GMP manufacturing activities to be conducted and/or provided by FCDI in the Manufacturing Phase
                                                                                                                                                                                                                                  in accordance with this Agreement, as described in the applicable Work
                                                                                                                                                                                                                                  Order(s).




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		1.31.	“Manufacturing
                                                                                                                                                                                                                                  Phase” means: the period during which the Manufacturing Activities, if any, will be carried out, and which period
                                                                                                                                                                                                                                  commences on the date that FCDI begins production of the first GMP Batch and
                                                                                                                                                                                                                                  ends upon completion of the Manufacturing Activities whereby the last GMP Batch
                                                                                                                                                                                                                                  is to be manufactured and released, as described in the applicable Work
                                                                                                                                                                                                                                  Order.



 


		1.32.	“Master
                                                                                                                                                                                                                                  Cell Bank” means: a cell bank prepared and characterized under GMP and accompanied by GMP documentation, that is
                                                                                                                                                                                                                                  capable of producing the Product.



 


		1.33.	“Material”
                                                                                                                                                                                                                                  or “Materials” means: research or Master Cell Bank(s) specific reagents and
                                                                                                                                                                                                                                  other materials or process information supplied by or on behalf of CENTURY to the extent required for particular Activities,
                                                                                                                                                                                                                                  and as described in the applicable Work Order. Unless included in the applicable
                                                                                                                                                                                                                                  Work Order, commercially available Raw                                          Materials are excluded.



 


		1.34.	“MCA”
                                         means: that certain Master Collaboration Agreement by and between the Parties dated October
                                         21, 2019, as such agreement may be amended from time to time.



 


		1.35.	“NK
                                         Cells” means: human iPSC (including TiPSC) derived NK cells.



 


		1.36.	“NK
                                                                                                                                                                                                                                  Cell Product” means: a Product that is being researched and developed by CENTURY
                                                                                                                                                                                                                                  or its sublicensees (including any Affiliates) that is or is a modification of NK Cells derived from human iPSC (including
                                                                                                                                                                                                                                  TiPSC).



 


		1.37.	“Non-Supply
                                         Event” means FCDI or its Affiliate [***].



 


		1.38.	“Parties”
                                         and “Party” means: FCDI and CENTURY collectively, and FCDI or CENTURY each
                                         individually, respectively, as the context may require.



 


		1.39.	“Process
                                                                                                                                                                                                                                  Development Activities” means: the activities, if any, to be conducted and/or provided by FCDI, independently or
                                                                                                                                                                                                                                  interdependently with Century’s conduct or provision of the Century
                                                                                                                                                                                                                                  Process Development Activities, in the Process Development Phase in accordance
                                                                                                                                                                                                                                  with this Agreement, in each case, as described                                          in the applicable Work
                                                                                                                                                                                                                                  Order(s).



 


		1.40.	“Process
                                                                                                                                                                                                                                  Development Objectives” means the objectives to be met by the provision of the Process Development Activities, as
                                                                                                                                                                                                                                  described in the applicable Work Order.



 


		1.41.	“Process
Development Phase” means the period during which the Process Development Activities and the Analytical Testing Development Activities,
if any, will be carried out, and which period commences on the date indicated in the 




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	 	 	Time
Schedule in the applicable Work Order and ends upon the date that FCDI provides CENTURY with the applicable Process Development
Report.



 


		1.42.	“Process
                                                                                                                                                                                                                                  Development Report” means: the written report(s) describing in reasonable and sufficient detail the outcome of the
                                                                                                                                                                                                                                  Process Development Activities and Analytical Testing Development Activities as
                                                                                                                                                                                                                                  well as all conclusions made                                          and to what extent the Process Development Objectives
                                                                                                                                                                                                                                  and Analytical Testing Development Objectives have been met.



 


		1.43.	“Product”
                                         means: CENTURY’s product as identified in the applicable Work Order.



 


		1.44.	“Project
                                                                                                                                                                                                                                  Team” means: the joint technical team comprising members from each Party which will regularly discuss operations,
                                                                                                                                                                                                                                  manufacturing, technical and other details                                          appropriate to the Parties’
                                                                                                                                                                                                                                  performance of their respective obligations under this Agreement.



 


		1.45.	“QA
                                                                                                                                                                                                                                  Review Activities” means: the quality assurance review activities, if any, to be conducted and/or provided by FCDI in
                                                                                                                                                                                                                                  accordance with this Agreement, as described                                          in the applicable Work Order(s) and
                                                                                                                                                                                                                                  consistent with the Quality Agreement.



 


		1.46.	“Quality
                                                                                                                                                                                                                                  Agreement” means: the agreement referenced above between the Parties with respect to the Product(s) to allow CENTURY
                                                                                                                                                                                                                                  and FCDI to comply with their                                          respective regulatory obligations and to further
                                                                                                                                                                                                                                  define quality-related responsibilities                                          of both Parties.



 


		1.47.	“Raw
                                                                                                                                                                                                                                  Materials” means: all the raw materials to be purchased by FCDI pursuant to Work Order(s) and appropriate for use in
                                                                                                                                                                                                                                  the Activities to be conducted by FCDI pursuant to such Work Order(s) and
                                                                                                                                                                                                                                  described in such Work Order(s) or as otherwise                                          determined by CENTURY.



 


		1.48.	“Records”
                                                                                                                                                                                                                                  means: all written (in any form of media) materials, data and documentation generated by or on behalf of FCDI, or obtained
                                                                                                                                                                                                                                  from Century, in the course of FCDI’s providing of Activities hereunder.
                                                                                                                                                                                                                                  For clarity, “Records”                                          excludes any and all materials, data and
                                                                                                                                                                                                                                  documentation: (a) that are generated by FCDI prior to the commencement date of
                                                                                                                                                                                                                                  the Activities and without the aid, application                                          or use of CENTURY’s
                                                                                                                                                                                                                                  Confidential Information, (b) that constitute or incorporate                                          the Licensed Patent
                                                                                                                                                                                                                                  Rights, Licensed Know-How or Licensed Technology (as defined in the
                                                                                                                                                                                                                                  Reprogramming License Agreement or Differentiation License Agreement, as
                                                                                                                                                                                                                                  applicable), as to which CENTURY shall have solely the rights (if any) granted
                                                                                                                                                                                                                                  in the Reprogramming License Agreement, the Differentiation License Agreement,
                                                                                                                                                                                                                                  and/or the MCA, and (c) that constitute or incorporate a DMF (or any portion
                                                                                                                                                                                                                                  thereof) that also relate to cells or similar activities                                          provided by FCDI to one or
                                                                                                                                                                                                                                  more third parties and as to which CENTURY has a Right of                                          Reference under the
                                                                                                                                                                                                                                  Reprogramming License Agreement, the Differentiation License Agreement,                                          and/or the
                                                                                                                                                                                                                                  MCA or correspondence or other filings to or from a regulatory authority
                                                                                                                                                                                                                                  associated therewith (with capitalized terms used in this clause (c) but not
                                                                                                                                                                                                                                  defined herein having the meanings ascribed to them in the Reprogramming License
                                                                                                                                                                                                                                  Agreement); provided, however, that the exclusions                                          listed in the foregoing clause
                                                                                                                                                                                                                                  (a) shall not include or apply to any material, data, documentation or other
                                                                                                                                                                                                                                  information that is not also described in clause                                          (b) or (c) and (i) that is
                                                                                                                                                                                                                                  generated in preparation for the Activities to be conducted pursuant to this
                                                                                                                                                                                                                                  Agreement (e.g., aseptic qualifications), or (ii) that 




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	 	 	directly
relate to the quality or disposition of the Products hereunder.



 


		1.49.	“Release
                                                                                                                                                                                                                                  Specifications” means the specifications agreed by FCDI and CENTURY in writing after completion of the Engineering
                                                                                                                                                                                                                                  Batch to which the Product manufactured                                          in the Manufacturing Phase will have to
                                                                                                                                                                                                                                  conform, which written agreement of the Parties                                          shall constitute an amendment to the
                                                                                                                                                                                                                                  applicable Work Order.



 


		1.50.	“Request
                                                                                                                                                                                                                                  for Change” or “RFC” means: the formal request by either Party for
                                                                                                                                                                                                                                  a change to be made to the Activities, which request shall be submitted in the form as prescribed in Appendix
                                                                                                                                                                                                                                  A.



 


		1.51.	“Reprogramming
                                                                                                                                                                                                                                  License Agreement” means that certain License Agreement dated as of September 18, 2018 and pertaining to certain patent
                                                                                                                                                                                                                                  rights related to the reprogramming of human somatic cells by and between FCDI
                                                                                                                                                                                                                                  and Century Therapeutics,                                          Inc., as assigned to Century and as may be amended from
                                                                                                                                                                                                                                  time to time.



 


		1.52.	“Run”
                                         means: the manufacture of a Batch in (a part of) the Facility.



 


		1.53.	“Slot”
                                                                                                                                                                                                                                  means: the reservation and availability of sufficient machinery and equipment, time and personnel required for a Run to be
                                                                                                                                                                                                                                  performed by FCDI hereunder during the performance of the
                                                                                                                                                                                                                                  Activities.



 


		1.54.	“T
                                         Cells” means: human iPSC (including TiPSC) derived T cells.



 


		1.55.	“T
                                                                                                                                                                                                                                  Cell Product” means: a Product that is being researched and developed by CENTURY
                                                                                                                                                                                                                                  or its sublicensees (including any Affiliates) that is or is a modification of T Cells derived from human iPSC (including
                                                                                                                                                                                                                                  TiPSC).



 


		1.56.	“Technology
                                                                                                                                                                                                                                  Transfer Activities” means: the activities, if any, to be conducted and/or provided by FCDI in the Technology Transfer
                                                                                                                                                                                                                                  Phase in accordance with this Agreement, as described in the applicable Work
                                                                                                                                                                                                                                  Order(s).



 


		1.57.	“Technology
                                                                                                                                                                                                                                  Transfer Objectives” means: the objectives to be met by the provision of the Technology Transfer Activities, as
                                                                                                                                                                                                                                  described in the applicable Work Order.



 


		1.58.	“Technology
                                                                                                                                                                                                                                  Transfer Phase” means: the period during which the Technology Transfer Activities,
                                                                                                                                                                                                                                  if any, will be carried out, and which period ends upon the date that FCDI provides CENTURY with the Technology Transfer
                                                                                                                                                                                                                                  Report.



 


		1.59.	“Technology
                                                                                                                                                                                                                                  Transfer Report” means: the written report describing in reasonable detail the
                                                                                                                                                                                                                                  outcome of the Technology Transfer Activities as well as to what extent the Technology Transfer Objectives have been
                                                                                                                                                                                                                                  met.



 


		1.60.	“Time
                                                                                                                                                                                                                                  Schedule” means: the time schedule set forth in the applicable Work Order according
                                                                                                                                                                                                                                  to which 1) the Technology Transfer Activities and/or 2) Process Development Activities
                                                                                                                                                                                                                                  and/or 3) Analytical Testing Development Activities and/or 4) Manufacturing Activities are to be carried out.



 


		1.61.	“Work
                                                                                                                                                                                                                                  Order” means: any written addendum referring to this Agreement and containing what
                                                                                                                                                                                                                                  is described in Articles 2.2(a) through 2.2(i) and such other provisions (including what is contemplated in Article
                                                                                                                                                                                                                                  2.2(j) as applicable), if




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	 	 	 any, as may be set forth therein, and/or any
                                                                                                                                                                                                                                  amendment to any of the foregoing, signed by the Parties and governed by this
                                                                                                                                                                                                                                  Agreement, setting forth the specific Activities                                          requested by CENTURY to be
                                                                                                                                                                                                                                  conducted and/or performed by FCDI, as such addendum may be                                          amended in writing from
                                                                                                                                                                                                                                  time to time in accordance with the provisions of this Agreement.



 


Article
2 - Work Order(s)


 


		2.1.	From
                                                                                                                                                                                                                                 time to time, pursuant to one (1) or more written Work Order(s) signed by duly authorized representatives of the Parties,
                                                                                                                                                                                                                                 FCDI will perform Activities for CENTURY                                          as specified in such Work Order(s) and in
                                                                                                                                                                                                                                 accordance with the terms and conditions of this Agreement. Unless otherwise set
                                                                                                                                                                                                                                 forth in the applicable Work Order, all manufacturing-related Activities will be
                                                                                                                                                                                                                                 performed by FCDI at the Facility.



 


		2.2.	Each
                                         Work Order shall refer to this Agreement and contain, as applicable:



 


		(a)	a
                                         description of all the Activities to be performed under such Work Order;



 


		(b)	the
                                         Product for which FCDI will perform such Activities for CENTURY and, If applicable, the
                                         quantities of the Product desired as a result of the performance of such Activities;



 


		(c)	a
                                                                                                                                                                                                                                    description of the Material(s) to be transferred from CENTURY to FCDI, if any, and the Century Process Development Activities
                                                                                                                                                                                                                                    to be conducted or provided by CENTURY, if any;



 


		(d)	the
                                         applicable Analytical Testing Development Objectives, Technology Transfer Objectives,
                                         Process Development Objectives, and/or Release Specifications;



 


		(e)	the
                                         Financial Terms;



 


		(f)	if
                                         the Activities pertain to the manufacture of a Product, the quantity of Product to be
                                         manufactured by FCDI under such Work Order;



 


		(g)	any
                                                                                                                                                                                                                                    other deliverables (including the quantities thereof desired as a result of the performance of Activities) under such Work
                                                                                                                                                                                                                                    Order;



 


		(h)	the
                                         Time Schedule; and



 


		(i)	if
                                                                                                                                                                                                                                    the Activities pertain to the manufacture of a Batch, a description of the run cancellation fee (including the amount
                                                                                                                                                                                                                                    thereof and when, and if, it will become payable), if any, with respect thereto (the “Run Cancellation
                                                                                                                                                                                                                                    Fee”).



 


Each
Work Order shall, upon the execution and delivery thereof by the Parties, become and form an integral part of this Agreement. Activities
and Work Order(s) shall be governed by the terms and conditions of this Agreement and the Quality Agreement entered into by the Parties.
In the event of a conflict or inconsistency between this Agreement and the Work Order(s), the terms of this Agreement will control, unless
the conflict or inconsistency is specifically identified in the Work Order(s) and the alternative provisions included in the Work Order(s)
are expressly stated to supersede conflicting or



    8 


     


    


 


inconsistent terms
in this Agreement. In the event of a conflict or inconsistency between any of the provisions of the Quality Agreement and this
Agreement, the provisions of the Quality Agreement will prevail on all matters related to compliance with GMP and other quality
control and quality assurance matters, and this Agreement shall prevail with respect to all other matters.


 


Article
3 - Technology Transfer, Process Development and Analytical Testing Activities


 


		3.1.	Technology
                                         Transfer Phase



 


		3.1.1.	The
                                                                                                                                                                                                                                   Parties will agree in writing on the Technology Transfer Objectives, in each case, at least  [***] prior to the start
                                                                                                                                                                                                                                   of the Technology Transfer Activities. The Parties agree that they will use
                                                                                                                                                                                                                                   their good faith and commercially reasonable efforts                                          to reach agreement on such
                                                                                                                                                                                                                                   Technology Transfer Objectives and the other items to be contained in the
                                                                                                                                                                                                                                   applicable Work Order containing such Technology Transfer                                          Objectives. Century
                                                                                                                                                                                                                                   acknowledges and agrees that the provision by FCDI of Technology Transfer
                                                                                                                                                                                                                                   Activities hereunder constitutes partial performance of FCDI’s obligations
                                                                                                                                                                                                                                   pursuant to Section 2.4(a) of the Reprogramming License Agreement                                          and Section 2.7(a)
                                                                                                                                                                                                                                   of the Differentiation License Agreement to provide certain technical support
                                                                                                                                                                                                                                   and/or transfer Licensed Know-How to Century.



 


		3.1.2.	FCDI
                                                                                                                                                                                                                                   agrees to use its commercially reasonable efforts to perform the Technology Transfer
                                                                                                                                                                                                                                   Activities, in accordance with the Time Schedule, in each case as described in the applicable Work Order.



 


		3.1.3.	When
                                                                                                                                                                                                                                   performing the Technology Transfer Activities, FCDI will use its commercially reasonable
                                                                                                                                                                                                                                   efforts to meet the Technology Transfer Objectives, Draft Procedures, and Current Best Practice. In case the Technology
                                                                                                                                                                                                                                   Transfer Objectives or Draft Procedures                                          are not met, then FCDI will not perform any
                                                                                                                                                                                                                                   further Activities described in the applicable Work Order unless and until such
                                                                                                                                                                                                                                   Activities are authorized by CENTURY in writing (which may be via
                                                                                                                                                                                                                                   email).



 


		3.1.4.	For
                                                                                                                                                                                                                                   the avoidance of doubt, nothing in this Article 3.1 is intended to or shall be construed
                                                                                                                                                                                                                                   to obligate FCDI to perform any activities other than Technology Transfer Activities described in the applicable Work Order
                                                                                                                                                                                                                                   in order to attempt to meet the Technology Transfer Objectives described in the
                                                                                                                                                                                                                                   applicable Work Order, Draft                                          Procedures and/or Current Best Practices or to
                                                                                                                                                                                                                                   undertake more than one effort, i.e., attempt (or such greater number of
                                                                                                                                                                                                                                   attempts as is expressly set forth in the applicable Work Order) to perform the
                                                                                                                                                                                                                                   Technology Transfer Activities described in the applicable Work Order and to
                                                                                                                                                                                                                                   meet the Technology Transfer Objectives                                          described in the applicable Work Order,
                                                                                                                                                                                                                                   Draft Procedures and Current Best Practices.



 


		3.1.5.	In
                                         the event FCDI performs the Technology Transfer Activities more expeditiously than indicated
                                         in the applicable Time Schedule, no changes will be made to the Financial Terms as described
                                         in the applicable Work Order, provided FCDI will remain entitled to the full amount payable
                                         under such Work Order concerning such Technology Transfer Activities.



 


		3.1.6.	Within
                                                                                                                                                                                                                                   thirty (30) days after completion of the Technology Transfer Activities, FCDI shall provide CENTURY with a draft Technology
                                                                                                                                                                                                                                   Transfer Report for CENTURY’s                                          review and comment.




    9 


     


    


		3.2.	Process
                                         Development Phase



 


		3.2.1.	The
                                                                                                                                                                                                                                   Parties will agree in writing on the Process Development Objectives and/or Analytical
                                                                                                                                                                                                                                   Testing Development Objectives, in each case at least six (6) weeks prior to the start of the Process Development Activities
                                                                                                                                                                                                                                   and Analytical Testing Development                                          Activities, respectively. The Parties agree that
                                                                                                                                                                                                                                   they will use their good faith and commercially reasonable efforts to reach
                                                                                                                                                                                                                                   agreement on such Process Development Objectives and Analytical Testing
                                                                                                                                                                                                                                   Development Objectives and the other items to be contained in the applicable
                                                                                                                                                                                                                                   Work Order containing such Process                                          Development Objectives and/or Analytical Testing
                                                                                                                                                                                                                                   Development Objectives.



 


		3.2.2.	FCDI
                                         agrees to use its commercially reasonable efforts to perform the Process Development
                                         Activities and Analytical Testing Development Activities, if any, in accordance with
                                         the Time Schedule, in each case as described in the applicable Work Order.



 


		3.2.3.	When
                                         performing the Process Development Activities and/or Analytical Testing Development Activities,
                                         FCDI will use its commercially reasonable efforts to satisfy the Process Development
                                         Objectives and/or Analytical Testing Development Objectives, if any.



 


		3.2.4.	For
                                                                                                                                                                                                                                   the avoidance of doubt, nothing in this Article 3.2 is intended to or shall be
                                                                                                                                                                                                                                   construed to obligate FCDI to perform any activities other than the Process Development
                                                                                                                                                                                                                                   Activities and/or Analytical Testing Development Activities described in the applicable
                                                                                                                                                                                                                                   Work Order in order to attempt to meet the Process Development Objectives and/or Analytical Testing Development
                                                                                                                                                                                                                                   Objectives described in the applicable Work Order, Draft Procedures and Current
                                                                                                                                                                                                                                   Best Practices or to undertake more than one effort, i.e., attempt (or such
                                                                                                                                                                                                                                   greater number of attempts as is expressly set forth in the applicable Work
                                                                                                                                                                                                                                   Order) to perform the Process Development Activities and/or Analytical
                                                                                                                                                                                                                                   Testing Development Activities described in the applicable Work Order and to
                                                                                                                                                                                                                                   meet the Process                                          Development Objectives and/or Analytical Testing Development
                                                                                                                                                                                                                                   Objectives described in the applicable Work Order, Draft Procedures and Current Best Practices.



 


		3.2.5.	In
                                                                                                                                                                                                                                   the event FCDI performs the Process Development Activities and/or Analytical Testing
                                                                                                                                                                                                                                   Development Activities more expeditiously than indicated in the applicable Time Schedule,
                                                                                                                                                                                                                                   no changes will be made to the Financial Terms as described in the applicable Work Order(s), provided FCDI will remain
                                                                                                                                                                                                                                   entitled to the full amounts payable under such Work Order(s) concerning such
                                                                                                                                                                                                                                   Process Development Activities and/or Analytical Testing Development
                                                                                                                                                                                                                                   Activities.



 


	 	3.2.6.	If
                                                                                                                                                                                                                                   at any time during the Process Development Phase, FCDI reasonably concludes on
                                                                                                                                                                                                                                   the basis of the results of the Process Development Activities and/or Analytical Testing
                                                                                                                                                                                                                                   Development Activities performed to date and consideration(s) of scientific or technical infeasibility, that, despite
                                                                                                                                                                                                                                   FCDI’s using its commercially reasonable                                          efforts, the Process Development
                                                                                                                                                                                                                                   Activities and/or Analytical Testing Development Activities                                          cannot be completed or
                                                                                                                                                                                                                                   the completion of the Process Development Activities and/or Analytical                                          Testing
                                                                                                                                                                                                                                   Development Activities will not result in the achievement of the Process Development
                                                                                                                                                                                                                                   Objectives and/or Analytical Testing Development Objectives as necessary for a process
                                                                                                                                                                                                                                   to manufacture clinical supplies of Product then FCDI will notify CENTURY
                                                                                                                                                                                                                                   thereof in writing, including a




    10 


     


    


			detailed
description of FCDI’s efforts undertaken prior to the notice date that form the basis for FCDI’s conclusion. A sixty (60)
day period shall then be allowed for good faith discussion and attempts to achieve resolution of the relevant issues including discussion
of proposed modification(s) of such Process Development Objectives, such Analytical Testing Development Objectives, such Process Development
Activities and/or such Analytical Testing Development Activities in accordance with Article 4 (Articles 4.5 through 4.11) of this
Agreement and any issues related to scientific or technical feasibility identified by either Party. If the Parties fail to agree that
FCDI using its commercially reasonable efforts may meet such Process Development Objectives and/or such Analytical Testing Development
Objectives, by using its commercially reasonable efforts to perform such Process Development Activities and/or such Analytical Testing
Development Activities, in each case as may be modified in writing by Parties based on such discussion, each Party shall have the right
to terminate the applicable Work Order(s) for such Process Development Objectives, such Analytical Testing Development Objectives, such
Process Development Activities and/or such Analytical Testing Development Activities with immediate effect by notice in writing, in which
event the Parties shall use their good faith and commercially reasonable efforts to reach agreement on a Work Order for any Activities
to be provided or conducted by FCDI to support CENTURY’s establishment of alternative development and manufacturing arrangements
and the Financial Terms related to these activities. Article 11.8 shall remain applicable. CENTURY shall in such event be released
from its future payment obligations in respect of the Manufacturing Activities and/or Activities for any work not yet performed by FCDI
as a consequence of such termination. Notwithstanding the previous full sentence, Articles 11.6 and 11.7 shall remain applicable.
If FCDI, in such event, elects to not make use of its right to terminate this Agreement and Century requests FCDI to continue with the
Process Development Activities and/or Analytical Testing Development Activities, FCDI shall use its commercially reasonable efforts to
so continue again in accordance with the terms of this Agreement and the applicable Work Order.



 


		3.2.7.	Upon
                                         completion of the Process Development Activities and/or Analytical Testing Development
                                         Activities, FCDI shall provide CENTURY with the corresponding Process Development Report
                                         within forty-five (45) days after the completion of such Process Development Activities.



 


		3.3.	Further
                                         stipulations



 


		3.3.1.	The
                                         obligations of FCDI during the Technology Transfer Phase and the Process Development
                                         Phase are subject to:



 


		(a)	CENTURY
                                                                                                                                                                                                                                    providing FCDI timely with the transfer information as agreed between the Parties at
                                                                                                                                                                                                                                    the start of the Technology Transfer Activities as indicated in the Time Schedule and
                                                                                                                                                                                                                                    with the required process information and any and all other Material(s) as described in the applicable Work Order;
                                                                                                                                                                                                                                    and



 


		(b)	CENTURY
                                         providing FCDI timely with any relevant additional information FCDI reasonably may request
                                         from CENTURY from time to time that are necessary for FCDI to perform its obligations
                                         hereunder.



 





	 	3.3.2.	Although
                                         any material produced in the Technology Transfer Phase and Process



 



    11 


     


    


			 Development Phase
                                         will be properly documented, such material will not be produced under GMP nor will such
                                         material be released by a Quality Unit. FCDI shall use its commercially reasonable efforts
                                         in order to achieve that any material produced after agreement is reached between the
                                         Parties on the Technology Transfer Objectives, the Process Development Objectives and/or
                                         the Analytical Testing Development Objectives (but prior to agreement being reached on
                                         the Release Specifications) will meet the applicable Technology Transfer Objectives,
                                         the Process Development Objectives and/or Analytical Testing Development Objectives,
                                         respectively. Any such material shall primarily be used to verify the manufacturing process
                                         for the Product developed by FCDI hereunder and shall not be used by CENTURY or any other
                                         party for Clinical Trials. For clarity, CENTURY shall pay the amount(s) specified in
                                         the Financial Terms in the applicable Work Order (without regard to whether the Technology
                                         Transfer Objectives, Process Development Objectives, or Analytical Testing Development
                                         Objectives, as applicable, are met so long as FCDI used its commercially reasonable efforts
                                         to perform the Activities, which shall be FCDI’s sole obligation or liability with
                                         respect thereto).



  


		3.3.3.	CENTURY
                                                                                                                                                                                                                                   shall use commercially reasonable efforts to timely provide FCDI with all information, Materials, etc. and Century Process
                                                                                                                                                                                                                                   Development Activities, as applicable,                                          for each Work Order as are necessary for
                                                                                                                                                                                                                                   FCDI
                                                                                                                                                                                                                                   to perform its obligations under this Agreement and such Work Order. In the
                                                                                                                                                                                                                                   event of a dispute with respect to whether Century’s failure to perform or
                                                                                                                                                                                                                                   delay in performance has                                          delayed FCDI’s performance of its affected
                                                                                                                                                                                                                                   obligations hereunder, such dispute shall be escalated to the JSC. If the JSC is
                                                                                                                                                                                                                                   unable to unanimously resolve such dispute within thirty (30) days, then such
                                                                                                                                                                                                                                   dispute shall be escalated to the Parties’ Chief Executive Officers for
                                                                                                                                                                                                                                   resolution in accordance with Section 10.11(a) of the Differentiation                                          License
                                                                                                                                                                                                                                   Agreement. To the extent that it is determined by the JSC, or if applicable, the
                                                                                                                                                                                                                                   Chief Executive Officers, that FCDI’s performance has been delayed by
                                                                                                                                                                                                                                   Century’s failure or delay, then, in such event, FCDI’s period                                          for
                                                                                                                                                                                                                                   performance of such obligations will be tolled, and it shall be permitted to delay its performance of such affected
                                                                                                                                                                                                                                   obligations, as applicable, but only to the extent and for the period of time such delay is actually caused by CENTURY. In
                                                                                                                                                                                                                                   such event, the Parties shall make appropriate, mutually agreed adjustments to the applicable
                                                                                                                                                                                                                                   Work Order (e.g., the affected Activities and Time Schedule) in accordance with Article
                                                                                                                                                                                                                                   4 (Articles 4.5 through 4.11) of this Agreement. 



 


Article
4 - Changes to the Activities and Time Schedule


 


		4.1.	The
                                                                                                                                                                                                                                 Activities to be performed by FCDI as set forth in the applicable Work Order, including
                                                                                                                                                                                                                                 the Time Schedule, will be discussed on a regular (as frequently as weekly) basis as agreed by the Project Team by
                                                                                                                                                                                                                                 teleconference. Minutes of each Project                                          Team meeting will be circulated promptly
                                                                                                                                                                                                                                 (within 72 hours) after each meeting. FCDI will prepare and circulate the
                                                                                                                                                                                                                                 minutes of the Project Team meetings between the Parties. The Project Team will
                                                                                                                                                                                                                                 act by unanimous consensus (with                                          the members of the Project Team from each Party
                                                                                                                                                                                                                                 collectively being able to give or withhold a single consent). The Project Team
                                                                                                                                                                                                                                 will not have the authority to act on behalf of or bind either Party, and each
                                                                                                                                                                                                                                 Party retains the sole authority to act on its own behalf.



 


	 	4.2.	With
                                                                                                                                                                                                                                 respect to this Agreement, the JSC (as defined in the Differentiation License Agreement)
                                                                                                                                                                                                                                 shall oversee and provide support to the Project Team and coordinate the Parties’
                                                                                                                                                                                                                                 joint activities with respect to the development and/or production of








    12 


     


    

			the
Product. In addition to the other responsibilities of the JSC otherwise set forth in the Differentiation License Agreement, with respect
to this Agreement, the JSC shall be responsible for:


 


		(a)	reviewing
                                         CENTURY’s forecasts and FCDI’s capacity to manufacture and supply the Product
                                         consistent therewith,



 


		(b)	considering
                                         any RFCs (Requests For Changes) in accordance with this Agreement,



 


		(c)	performing
                                         such other coordination functions, as appropriate, to further the purposes of this Agreement, and 



 


		(d)	supporting
                                                                                                                                                                                                                                    and coordinating any further changes to the Activities as set forth in an amendment to the applicable Work Order that has
                                                                                                                                                                                                                                    been signed by the Parties.



 


		4.3.	The
                                                                                                                                                                                                                                 Project Team or JSC can independently call on ad-hoc expertise from either Party or from a third party to participate in the
                                                                                                                                                                                                                                 Project Team or JSC meetings when appropriate. In the event the ad hoc expertise
                                                                                                                                                                                                                                 is a third party, such third party will, as a condition to its participation, be
                                                                                                                                                                                                                                 subject to appropriate confidentiality obligations at least as stringent as
                                                                                                                                                                                                                                 those contained in Article 7 of the MCA and subject to CENTURY’s or
                                                                                                                                                                                                                                 FCDI’s, as the case may be, express prior                                          written approval. For clarity,
                                                                                                                                                                                                                                 neither the Project Team nor the JSC will have the power to (a) amend, modify or
                                                                                                                                                                                                                                 waive a Party’s compliance with this Agreement or a Work Order, (b) alter,
                                                                                                                                                                                                                                 increase or expand the Parties’ respective rights or                                          obligations under this
                                                                                                                                                                                                                                 Agreement, including any Work Order, (c) determine that a Party has fulfilled
                                                                                                                                                                                                                                 any obligations, or that a Party has breached any obligations, under this
                                                                                                                                                                                                                                 Agreement, including any Work Order, or (d) make a decision that is expressly                                          stated
                                                                                                                                                                                                                                 to require the mutual agreement of the Parties.



 


		4.4.	The
                                                                                                                                                                                                                                 Project Team will provide CENTURY and FCDI with regular technical progress updates (as
                                                                                                                                                                                                                                 frequently as weekly) on the project status, progress of the Technology Transfer Activities, Process Development Activities,
                                                                                                                                                                                                                                 Analytical Testing Development                                          Activities, Analytical Test, Engineering Batch and
                                                                                                                                                                                                                                 Manufacturing Activities, and any                                          deviations or corrective actions of the
                                                                                                                                                                                                                                 Manufacturing Activities, performed or to be                                          performed hereunder (or pursuant to any
                                                                                                                                                                                                                                 Work Order). FCDI will provide access to all Product-related data generated in
                                                                                                                                                                                                                                 the course of FCDI’s                                          providing of any such Activities hereunder (excluding,
                                                                                                                                                                                                                                 however, any such data expressly                                          excluded from Records) to CENTURY as from time to
                                                                                                                                                                                                                                 time requested by Century at all times                                          during the term of this Agreement and any
                                                                                                                                                                                                                                 Work Order. 



 


		4.5.	Each
                                                                                                                                                                                                                                 of the Parties may submit to the other Party, with a copy to the members of the Project Team, an RFC if it is of the opinion
                                                                                                                                                                                                                                 that a change to the agreed Activities is appropriate. Such RFC also shall
                                                                                                                                                                                                                                 include any change(s) to the Time Schedule                                          and/or Financial Terms that the
                                                                                                                                                                                                                                 submitting Party then believes are appropriate should                                          the requested change to the
                                                                                                                                                                                                                                 Activities be made. The RFC may be sent to the other Party and the Project Team
                                                                                                                                                                                                                                 by e-mail for review.



 


		4.6.	If
a RFC is submitted by a Party, the Project Team will advise the JSC, in the manner provided in the following paragraphs of this Article
4, regarding what the consequences are of the requested change (including any associated change(s) to the Time Schedule and/or Financial
Terms) and whether that




    13 


     


    


	 	 	request
for change is necessary from a regulatory, technical or contractual point of view. 



 


		4.7.	In
                                                                                                                                                                                                                                 its first meeting after the RFC is submitted in accordance with Article 4.5 of this Agreement, the Project Team shall
                                                                                                                                                                                                                                 discuss whether it is necessary that the requested                                          change to the Activities is made
                                                                                                                                                                                                                                 and, if such requested change would be made, whether any associated change(s) to
                                                                                                                                                                                                                                 the Time Schedule and/or Financial Terms would be necessary.



 


		4.8.	The
                                                                                                                                                                                                                                 Project Team will fill out the relevant section of the RFC in conformity with the unanimous consensus required consistent
                                                                                                                                                                                                                                 with Article 4.1 as to an outcome of their discussions on the requested
                                                                                                                                                                                                                                 change. If there was no unanimous consensus as to an outcome of the discussions,
                                                                                                                                                                                                                                 it will so be indicated on the RFC. The Project Team shall thereupon submit the
                                                                                                                                                                                                                                 RFC to the JSC, which shall advise the respective Parties whether the requested
                                                                                                                                                                                                                                 change can and should, in the opinion of the JSC, be accepted and implemented
                                                                                                                                                                                                                                 and, if such requested change would be made, whether any associated change(s) to
                                                                                                                                                                                                                                 the Time Schedule and/or Financial                                          Terms can and should, in the opinion of the JSC,
                                                                                                                                                                                                                                 also be accepted and implemented.



 


		4.9.	To
                                                                                                                                                                                                                                 become effective, the RFC containing the requested change needs to be signed by authorized representatives of both Parties,
                                                                                                                                                                                                                                 which execution and delivery by a Party of an RFC shall evidence such
                                                                                                                                                                                                                                 Party’s acceptance of such RFC (and the requested change set forth
                                                                                                                                                                                                                                 therein) is accepted. Each Party may accept or reject an RFC (and the requested
                                                                                                                                                                                                                                 change set forth therein) in its discretion subject, however, to what is
                                                                                                                                                                                                                                 provided in Article 4.11.



 


		4.10.	As
                                                                                                                                                                                                                                  from the signing of the RFC by both Parties in accordance with Article 4.9 or such other effective date of the
                                                                                                                                                                                                                                  requested change as is expressly set forth in such RFC, the requested change
                                                                                                                                                                                                                                  shall form part of this Agreement and the applicable Work Order. 



 


		4.11.	Nothing
                                                                                                                                                                                                                                  contained in this Article 4 or in any other provision of this Agreement can or will be interpreted as either Party
                                                                                                                                                                                                                                  having an obligation to accept any RFC submitted                                          by the other Party. However, each
                                                                                                                                                                                                                                  Party shall act in good faith and use commercially                                          reasonable efforts to reach
                                                                                                                                                                                                                                  agreement on any RFC submitted to a Party by the other Party in good faith.
                                                                                                                                                                                                                                  Neither Party shall be obligated to consider or accept any RFC that is not in
                                                                                                                                                                                                                                  accordance with or would obligate such Party to violate GMP and/or Applicable
                                                                                                                                                                                                                                  Law.



 


Article
5 - Draft Release Specifications, Release Specifications, Delivery and Slot


 


		5.1.	The
                                                                                                                                                                                                                                 Parties will agree in writing on the Draft Release Specifications prior to the start of an Engineering Batch. The Parties
                                                                                                                                                                                                                                 agree that they will use their good faith                                          commercially reasonable efforts to reach
                                                                                                                                                                                                                                 an agreement on the Draft Release Specifications. 



 


		5.2.	The
                                                                                                                                                                                                                                 Parties will agree in writing on the Release Specifications at the latest two (2) weeks prior to the start of a GMP Batch.
                                                                                                                                                                                                                                 The Parties agree that they will use their good faith commercially reasonable
                                                                                                                                                                                                                                 efforts to reach an agreement on the Release Specifications.




    14 


     


    


		5.3.	The
                                                                                                                                                                                                                                 Parties agree that, in the event CENTURY wishes to postpone or cancel any of the Runs (for clarification a Run can be an
                                                                                                                                                                                                                                 Engineering Batch or GMP Batch), CENTURY shall notify FCDI thereof in writing as soon as reasonably practicable. If the Slot
                                                                                                                                                                                                                                 is already scheduled at the time CENTURY notifies FCDI of its desire to postpone (any of) the Runs, FCDI shall advise CENTURY
                                                                                                                                                                                                                                 in writing within two (2) weeks after having received the notification for postponement whether one or more alternative dates
                                                                                                                                                                                                                                 are available. CENTURY and FCDI jointly shall agree in writing on an alternative Slot. The Run Cancellation Fee, if any is
                                                                                                                                                                                                                                 applicable (for clarity, in no event will a Run Cancellation Fee be applicable solely if Century and FCDI fail to agree upon
                                                                                                                                                                                                                                 the Draft Release Specification or Release Specification, as applicable), will be payable, as described in the applicable
                                                                                                                                                                                                                                 Work Order, with respect to a postponement or cancellation pursuant to notice from Century as contemplated above in this Article
                                                                                                                                                                                                                                 5.3 or otherwise solely caused by Century. Further, in the event no agreement is reached pursuant to Article 5.1 or
                                                                                                                                                                                                                                 5.2 regarding the Draft Release Specification or Release Specification required for any of the Runs, any Slot reserved or
                                                                                                                                                                                                                                 scheduled for Century may be released by FCDI for other manufacturing activities.



 


		5.4.	All
                                                                                                                                                                                                                                 Products shall be shipped by FCDI and delivery thereof will be made Ex-Works the Facility as defined in Incoterms 2020 upon
                                                                                                                                                                                                                                 which delivery risk in the Products shall pass to CENTURY. FCDI shall notify CENTURY in writing that such Products are
                                                                                                                                                                                                                                 available for shipping, i.e., that FCDI has tendered delivery thereof. Such notification is to be given upon release of the
                                                                                                                                                                                                                                 Product by FCDI’s Quality Assurance Department in the form of a signed CoA. Notwithstanding the foregoing, FCDI may not
                                                                                                                                                                                                                                 tender delivery of a Batch dispositioned by FCDI until CENTURY has authorized the release of the applicable Batch in
                                                                                                                                                                                                                                 accordance with Article 9.1(f) and Article 10.9, i.e., has accepted or is deemed to have accepted such Batch in
                                                                                                                                                                                                                                 accordance with Article 7. For clarity, final release of Product is CENTURY’s sole and exclusive responsibility (per Article
                                                                                                                                                                                                                                 9.1(f) and Article 10.9 of this Agreement) unless otherwise agreed by the Parties or unless otherwise provided in
                                                                                                                                                                                                                                 an applicable Work Order.



 


		5.5.	Packaging,
                                                                                                                                                                                                                                 shipping, and storage conditions for the Products will be specified by Century in the
                                                                                                                                                                                                                                 applicable Work Order(s). Except as may be expressly otherwise set forth in the applicable Work Order, FCDI will arrange,
                                                                                                                                                                                                                                 prepaid by FCDI for CENTURY’s                                          account, for shipment of Product(s) to
                                                                                                                                                                                                                                 CENTURY’s site or to clinical sites designated                                          by CENTURY in accordance with
                                                                                                                                                                                                                                 such instructions.



 


		5.6.	Title
with respect to the Products passes to CENTURY upon CENTURY’s acceptance or deemed acceptance thereof in accordance with Article
7 for use, further transfer, and other exploitation thereof, subject to the terms and conditions of the Reprogramming License Agreement
and WARF License Agreement and under the Licensed Patent Rights to Exploit the Licensed Products within the Field in the Territory. Notwithstanding
any term or implication herein to the contrary and for the sake of clarity, the foregoing excludes any license or right under the Licensed
Patent Rights (I) to manufacture, have manufactured, sell, have sold, offer for sale or have offered for sale any product or service
to any Third Party in furtherance of any research or development of a Licensed Product other than a Licensed Product that is being researched,
developed or Commercialized by or on behalf of Century or its Affiliates or Sublicensees, or (ii) to grant any sublicense to any Third
Party to manufacture, have manufactured, sell, have sold, offer for sale or have offered for sale any product or service to any other
Third Party in furtherance of any research or development




    15 


     


    





	 	 	 of a Licensed Product other than a Licensed
                                                                                                                                                                                                                                 Product that is being researched, developed                                          or commercialized by or on behalf of
                                                                                                                                                                                                                                 Century or its Affiliates or Sublicensees. For clarity,                                          the foregoing shall not be
                                                                                                                                                                                                                                 deemed to transfer title of Reprogrammed iPS Cells or pluripotent                                          Reprogrammed iPS
                                                                                                                                                                                                                                 Cell Derivative Materials that are Controlled by FCDI (in each case, as defined
                                                                                                                                                                                                                                 in the Reprogramming License Agreement) that have not been genetically modified
                                                                                                                                                                                                                                 or otherwise                                          modified by Century or on Century’s request or direction
                                                                                                                                                                                                                                 pursuant
                                                                                                                                                                                                                                 to any Work Order. Capitalized terms used but not defined in this Article
                                                                                                                                                                                                                                 5.6 have the meanings assigned to them in the Reprogramming License
                                                                                                                                                                                                                                 Agreement.



 


Article
6 - Engineering Batch Activities


 


		6.1.	CENTURY
                                         and FCDI shall agree on the Draft Release Specifications, according to Article 5.1
                                         and the Draft Procedures prior to undertaking Engineering Batch Activities. The Parties
                                         agree that they will use their good faith commercially reasonable efforts to reach an
                                         agreement on the Draft Procedures.



 


		6.2.	FCDI
                                                                                                                                                                                                                                 agrees to perform the number of Engineering Batches indicated in the applicable Work Order, or as many additional Engineering
                                                                                                                                                                                                                                 Batches as may be necessary to proceed to manufacturing of the Product under GMP (per Article 6.3), as described in
                                                                                                                                                                                                                                 the applicable Work Order (including by amendment to such Work Order). The Engineering Batches are used for confirmation
                                                                                                                                                                                                                                 purposes only (regarding the capability to perform such successful manufacturing), but not, by way of example and not in
                                                                                                                                                                                                                                 limitation of the immediately preceding clause, for Clinical Studies (or any other use in humans) and/or commercial use. For
                                                                                                                                                                                                                                 clarity, an Engineering Batch can never be a GMP Batch or a Batch that was manufactured to be such, but that failed to be, a
                                                                                                                                                                                                                                 GMP Batch, and for each Engineering Batch, CENTURY shall pay the amount(s) specified in the Financial Terms in the applicable
                                                                                                                                                                                                                                 Work Order (without regard to whether the Draft Release Specifications are met so long as FCDI used its commercially
                                                                                                                                                                                                                                 reasonable efforts to perform the Engineering Batch Activities, which shall be FCDI’s sole obligation or liability with
                                                                                                                                                                                                                                 respect thereto).



 


		6.3.	Upon
                                                                                                                                                                                                                                 completion of the Engineering Batch Activities, the Parties will agree in writing upon the Release Specifications as
                                                                                                                                                                                                                                 described in Article 5.2 and the GMP                                          Procedures. The Parties agree that they
                                                                                                                                                                                                                                 will use their good faith commercially reasonable                                          efforts to reach such agreement on
                                                                                                                                                                                                                                 the Release Specifications and GMP Procedures. FCDI will promptly prepare a
                                                                                                                                                                                                                                 written “Manufacturing Assessment and Readiness” report to document
                                                                                                                                                                                                                                 the technical and logistical readiness to move to GMP manufacturing following
                                                                                                                                                                                                                                 completion of the applicable Engineering                                          Batch Activities, and CENTURY will
                                                                                                                                                                                                                                 communicate in writing to FCDI its authorization or                                          non-authorization to proceed or
                                                                                                                                                                                                                                 to not proceed to GMP manufacturing after reviewing the                                          data from the Engineering
                                                                                                                                                                                                                                 Run(s). This decision will be referred as the “Go/No Go” decision
                                                                                                                                                                                                                                 point.



 


		6.4.	In
                                                                                                                                                                                                                                 the event that either Party believes that an additional Engineering Batch is required, such Party may submit an RFC for such
                                                                                                                                                                                                                                 a requested change to the applicable Work Order and such requested change will
                                                                                                                                                                                                                                 be discussed and may be agreed between the Parties, including at the JSC, in
                                                                                                                                                                                                                                 accordance with Article 4 (Articles                                          4.5 through 4.11) of this
                                                                                                                                                                                                                                 Agreement.




    16 


     


    


Article
7 - Manufacturing Activities


 


		7.1.	CENTURY
                                         and FCDI shall agree on the Release Specifications for the Products and the GMP Procedures
                                         prior to undertaking Manufacturing Activities for the Products, according to Article 6.3. 



 


		7.2.	FCDI
                                                                                                                                                                                                                                 agrees as part of its performance of Manufacturing Activities hereunder to perform the
                                                                                                                                                                                                                                 number of Runs indicated in the applicable Work Order, which Runs shall be undertaken in order to produce Product
                                                                                                                                                                                                                                 manufactured under GMP, in all material                                          respects, which may be used in Clinical
                                                                                                                                                                                                                                 Studies, but not for commercial use. In accordance with the Quality Agreement
                                                                                                                                                                                                                                 and Article 10.6 of this Agreement, CENTURY personnel may be allowed by
                                                                                                                                                                                                                                 FCDI to observe, and also to participate                                          in, the execution of Engineering Batches
                                                                                                                                                                                                                                 and/or GMP Batches; provided, that all such CENTURY personnel have been
                                                                                                                                                                                                                                 appropriately trained in accordance                                          with the requirements applicable to FCDI
                                                                                                                                                                                                                                 employees who would enter FCDI’s facility                                          where such Manufacturing Activities
                                                                                                                                                                                                                                 are to be performed and perform such Manufacturing Activities, as reasonably
                                                                                                                                                                                                                                 determined by FCDI, and all potential risks are evaluated in advance by FCDI and
                                                                                                                                                                                                                                 Century (e.g., for any impact of any such observation or participation by
                                                                                                                                                                                                                                 Century on the quality of the Batch, the ability of FCDI to manufacture
                                                                                                                                                                                                                                 according to the GMP Procedures and under GMP and/or the safety of manufacture)
                                                                                                                                                                                                                                 and FCDI and Century agree that such risks are acceptable and provided, further,
                                                                                                                                                                                                                                 that all such CENTURY personnel shall,                                          at all times when observing or participating
                                                                                                                                                                                                                                 in such Activities, comply with all safety, emergency and third party visitor
                                                                                                                                                                                                                                 procedures (e.g., confidentiality) adopted by FCDI in such facility.



 


		7.3.	Any
                                                                                                                                                                                                                                 GMP Batches manufactured during the Manufacturing Phase shall on the date of delivery (as described in Article 5.4)
                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                 CENTURY or to a clinical site designated by Century conform to the Release
                                                                                                                                                                                                                                 Specifications, as described in the applicable                                          Work Order in all material respects,
                                                                                                                                                                                                                                 and FCDI’s manufacture thereof shall have conformed to the GMP procedures,
                                                                                                                                                                                                                                 as described in the applicable Work Order                                          in all material respects. 



 


		7.4.	Provision
                                                                                                                                                                                                                                 for quality control re-testing: FCDI shall take and retain, for such period as may be required by Applicable Law, samples
                                                                                                                                                                                                                                 of the Product sufficient to perform at least full quality control re-testing
                                                                                                                                                                                                                                 and shall specify the dates of manufacture                                          and packaging thereof. Further, FCDI
                                                                                                                                                                                                                                 shall submit to Century, upon Century’s written                                          request, such samples and
                                                                                                                                                                                                                                 manufacturing and quality control records as Century may reasonably request in
                                                                                                                                                                                                                                 order to implement analytical or other controls required by FDA or other
                                                                                                                                                                                                                                 Applicable Law.



 


		7.5.	Disposition
                                         of GMP Batches of Products:



 


		(a)	Acceptance
or Rejection: CENTURY will review Batch disposition documentation for accuracy and completeness, and will notify FCDI in writing
of its acceptance or rejection of such Batch(es) within [***] (as defined in the Quality Agreement) after receipt of the complete package
from FCDI as further described in this Article 7.5(a). CENTURY will give, prior to the expiration of such [***] period, FCDI written
notice either of (i) batch approval as CENTURY will generate the final product Certificate of Release (CoR), which will evidence CENTURY’s
approval of such Batch, and Certificate of Analysis (CoA) or (ii) the reason(s) why the Batch(es)/Product(s) are non-conforming, i.e., 




    17 


     


    


	 	 	they do not meet the Release Specifications, in all
                                                                                                                                                            material respects, if applicable, and/or they were not manufactured under GMP, in all material respects. Century has no obligation
                                                                                                                                                            to accept such Batch(es)/Product(s) if they do not meet the Release Specifications in all material respects, if applicable, and/or
                                                                                                                                                            were not manufactured in all material respects under GMP, if applicable. If CENTURY fails to timely give FCDI any such written
                                                                                                                                                            notice of non-conformance as described above in this Article 7.5(a) with respect to any Batch/Product, then such
                                                                                                                                                            Batch/Product shall be deemed to conform and be accepted by CENTURY. Notwithstanding the foregoing, until delivery (as contemplated Article
                                                                                                                                                            5.4) of such Batch/Product to CENTURY’s site or to clinical sites designated by CENTURY, FCDI shall retain full control
                                                                                                                                                            and title to the relevant Batch/Product and shall store such Batch/Product under appropriate and controlled conditions compliant
                                                                                                                                                            with GMP requirements and according to the agreed storage instructions as communicated to FCDI. Notwithstanding anything to the
                                                                                                                                                            contrary contained herein, CENTURY maintains the ability, in its discretion, to determine whether to timely (as provided above in
                                                                                                                                                            this Article 7.5(a)) accept or reject any Batch/Product, and any disputes with regard to such rejection shall be subject to Article
                                                                                                                                                            7.6.



 


		(b)	Failed
                                                                                                                                                                                                                                    Batches: If FCDI, during the Manufacturing Phase, fails to manufacture a Batch that
                                                                                                                                                                                                                                    meets the Release Specifications, and/or a Batch is not manufactured under GMP, FCDI shall notify Century in writing of such
                                                                                                                                                                                                                                    non-conformity                                          as soon as reasonably practicable and thereafter FCDI shall use its
                                                                                                                                                                                                                                    commercially reasonable efforts to manufacture a replacement Batch
                                                                                                                                                                                                                                    according to GMP Procedures, which conforms to the Release Specifications. In the event
                                                                                                                                                                                                                                    that FCDI performs a Run according to the GMP Procedures but nevertheless fails
                                                                                                                                                                                                                                    to manufacture a replacement Batch which conforms to the Release
                                                                                                                                                                                                                                    Specifications,
                                                                                                                                                                                                                                    FCDI shall have no further responsibility or liability, and CENTURY shall have
                                                                                                                                                                                                                                    no further                                          rights and remedies, with respect to such non-conforming Product except
                                                                                                                                                                                                                                    as may be expressly                                          otherwise provided in Article 7.7. The responsibility
                                                                                                                                                                                                                                    for
                                                                                                                                                                                                                                    the cost and expense                                          of the replacement Batch will be as set forth in Article
                                                                                                                                                                                                                                    7.7.



 


		(c)	Non-conforming
                                                                                                                                                                                                                                    Products: In the event that FCDI determines that Products do not meet the Release Specifications (i) FCDI shall notify
                                                                                                                                                                                                                                    CENTURY thereof                                          within [***] after such FCDI determination, (ii) FCDI shall not
                                                                                                                                                                                                                                    deliver (as contemplated                                          Article 5.4) such Product, (iii) within [***] after
                                                                                                                                                                                                                                    FCDI has given CENTURY such notification, FCDI shall provide CENTURY
                                                                                                                                                                                                                                    with a written progress report summarizing results of FCDI’s investigation of the
                                                                                                                                                                                                                                    cause of such failure, and (iv) the Parties shall thereafter discuss in good
                                                                                                                                                                                                                                    faith which optimization or correction, if any, shall be implemented by FCDI in
                                                                                                                                                                                                                                    order to perform another batch of the Product (per Article 7.7).
                                                                                                                                                                                                                                    Notwithstanding the foregoing, CENTURY shall have                                          the unfettered right to decide in
                                                                                                                                                                                                                                    its discretion not to perform an additional production Service and to proceed
                                                                                                                                                                                                                                    at
                                                                                                                                                                                                                                    its own risk with the Activities as                                          agreed herein.



 


		7.6.	Disputed
                                         GMP Batches of Products:



 


		(a)	Failure
to meet Specifications: If the interpretation of quality control data required to release a Batch is in dispute, the dispute will
be escalated to 




    18 


     


    


	 	 	the Project Team, who will attempt in good faith to
                                                                                                                                                            resolve any such dispute. If the Project Team is unable to resolve such dispute within ten (10) Business Days, the dispute shall be
                                                                                                                                                            submitted to a manufacturing review board (the “Manufacturing Review Board”) which shall be comprised of an equal
                                                                                                                                                            number of representatives from each Party with the relevant expertise, experience and seniority within their respective Party to
                                                                                                                                                            make decisions on behalf of such Party with respect to whether the Batch conforms to the Release Specifications. The Manufacturing
                                                                                                                                                            Review Board, at its option, may jointly devise and supervise such additional testing as might be required to resolve the dispute,
                                                                                                                                                            using as necessary, the product specific assay qualified procedures, instruments and reagents, which procedures, instruments and
                                                                                                                                                            reagents will be made available by the Parties, as necessary.



 


		(b)	Failure
                                                                                                                                                                                                                                    to meet GMP compliance: If there is any dispute concerning whether a Product was manufactured under GMP, if applicable,
                                                                                                                                                                                                                                    including in relation to or in connection with the Quality Agreement and/or the
                                                                                                                                                                                                                                    documents produced                                          and delivered in accordance with the Quality Agreement or Article
                                                                                                                                                                                                                                    10, FCDI and CENTURY shall discuss in good faith to
                                                                                                                                                                                                                                    attempt to resolve such dispute. If FCDI and CENTURY fail to reach agreement in due
                                                                                                                                                                                                                                    time, such dispute shall be resolved according to Section 3 of the Quality
                                                                                                                                                                                                                                    Agreement between the Parties.



 


		(c)	Dispute
                                                                                                                                                                                                                                    Resolution: The Parties shall cooperate in good faith to determine whether a rejection
                                                                                                                                                                                                                                    of Product by CENTURY pursuant to Article 7.5(a) is appropriate. If the Parties
                                                                                                                                                                                                                                    disagree, a sample of the rejected Product and a sample retained by FCDI as set forth in Article 7.4 shall be
                                                                                                                                                                                                                                    exchanged between                                          CENTURY and FCDI for a counter-check. If such counter-check does
                                                                                                                                                                                                                                    not resolve the dispute,                                          such dispute shall be submitted to the Manufacturing Review
                                                                                                                                                                                                                                    Board, who shall determine                                          if the Batch met the Release Specifications at the time
                                                                                                                                                                                                                                    of delivery by FCDI.



 


If
the Parties have agreed, or if the Manufacturing Review Board determines, that the Product conforms in all respects with the Release
Specifications, then such Product shall be deemed to have been accepted by CENTURY and CENTURY shall pay the price therefor in
accordance with the terms under Article 11.


 


If
the Parties have agreed, or if the Manufacturing Review Board determines, that the Product is not conforming to the Release
Specifications, then such Product shall be deemed to have been rejected by CENTURY.


 


In
the event that (i) notwithstanding the good faith efforts to resolve any dispute submitted to it as provided in Article 7.6(a) or
Article 7.6(c), the Manufacturing Review Board is unable to reach a consensus with respect to whether a Batch/Product conforms
to the Release Specifications, or, (ii) despite a determination by the Manufacturing Review Board that the Batch/Product conforms to
the Release Specifications, CENTURY determines not to release or accept such Batch/Product, then, in either case, provided that such
Batch/Product was manufactured in accordance with GMP and FCDI was not negligent in the performance of the Manufacturing Activities,
CENTURY shall pay the price 



    19 


     


    


 


therefor in accordance with the
terms under Article 11, and may request that FCDI use its commercially reasonable efforts to manufacture a replacement Batch
according to GMP Procedures, which conforms to the Release Specifications); provided, however, that any such efforts by FCDI will be
used only if the Parties sign a new Work Order for such manufacture of a replacement Batch.


 


		7.7.	Remediation:
                                                                                                                                                                                                                                 If a Product has not been accepted or deemed hereunder to have been accepted by Century and does not conform to the Release
                                                                                                                                                                                                                                 Specifications, or was not manufactured under GMP, if applicable, FCDI and
                                                                                                                                                                                                                                 CENTURY shall meet promptly to                                          discuss, evaluate and analyze the reasons for and
                                                                                                                                                                                                                                 implications of such failure (to the extent that such discussion, evaluation and
                                                                                                                                                                                                                                 analysis has not been carried out pursuant to Article 7.6). In the event
                                                                                                                                                                                                                                 such failure demonstrably results from FCDI’s negligence or willful
                                                                                                                                                                                                                                 misconduct (or failure to manufacture under GMP), FCDI shall, upon
                                                                                                                                                                                                                                 CENTURY’s request, and provided that CENTURY delivers                                          to FCDI all Materials
                                                                                                                                                                                                                                 necessary for FCDI to perform (i) or (ii) in this provision below,
                                                                                                                                                                                                                                 either:



 


		i)	obtain
                                                                                                                                                                                                                                   the Materials from Century and obtain any other Raw Materials from a third party, in either case at FCDI’s sole cost
                                                                                                                                                                                                                                   and expense, as required in order to produce a new batch of the Product as soon
                                                                                                                                                                                                                                   as reasonably possible;



 


		ii)	rework,
                                                                                                                                                                                                                                    at FCDI’s cost and expense, the Product in such a way that the Product can be deemed to have been manufactured under
                                                                                                                                                                                                                                    GMP, if applicable; and/or



 


		iii)	proceed
                                         with discussions with Century regarding a possible amendment of this Agreement to overcome
                                         the failure.



 


Replacement
of non-conforming Product by FCDI pursuant to this Article 7.7 as applicable shall be the sole responsibility of FCDI
with respect to non-conforming Product and the sole remedy of CENTURY in lieu of all other rights and remedies that might
otherwise be available to CENTURY; and, for clarity, FCDI’s performance of a Run according to the GMP Procedures
and under GMP, if applicable, and without any negligence or willful misconduct on its part, shall constitute full
performance by FCDI and fully discharge all responsibility and liability of FCDI with respect to non-conforming Product
resulting therefrom. With respect to any new batch of Product to be made pursuant to (i) in the immediately preceding
provision or Product to be reworked pursuant to (ii) in the immediately preceding provision, CENTURY and FCDI shall agree on
the Release Specifications for the Products and the GMP Procedures prior to undertaking Manufacturing Activities for the
Products, in accordance with Article 6.3 of this Agreement.


 


In
the event that the non-conformity is not the result of FCDI’s negligence or willful misconduct or failure to
manufacture under GMP, and the Parties sign a new Work Order for the manufacture of a replacement Batch, then
such replacement Batch produced pursuant to Article 7.5(b) shall be produced at Century’s cost and
expense.


 


Article
8 - Exclusivity for Manufacturing of Certain Clinical Supplies




 





	 	8.1.	The
                                         Parties acknowledge and agree that, subject to and on the terms of this



 



    20 


     


    


 


			Article 8, FCDI will be the preferred clinical
                                                                                                                                            supplier to CENTURY for certain NK Cell Products and CENTURY (or a third party selected by CENTURY) will be the preferred supplier
                                                                                                                                            to CENTURY of T Cell Products developed by CENTURY during the Exclusivity Term; provided that, except as set forth below, the
                                                                                                                                            exclusive supplier as to each Product will be selected by CENTURY.



  


		(a)	During
                                         the Exclusivity Term, subject to the terms of Articles 8.2 and 8.3, FCDI
                                         shall be the exclusive clinical supplier to CENTURY for the first NK Cell Product for
                                         which CENTURY submits an IND. CENTURY shall purchase from FCDI, and FCDI shall supply
                                         to CENTURY, all of CENTURY’s (and its Affiliates’ and sublicensees’)
                                         requirements for clinical supply of such NK Cell Product.



 


		(b)	[***].



 


		(c)	[***].



 


		(d)	[***].



 


		(e)	[***].







    21 


     


    

		(f)	[***].



 


		(g)	[***].



 


		(h)	[***].



 


		8.2.	Exclusions.
                                                                                                                                                                                                                                 For the avoidance of doubt, FCDI is given no right under this Article 8 to be CENTURY’s (a) clinical suppler,
                                                                                                                                                                                                                                 exclusive or otherwise, of NK Cell Products or T Cell Products outside of the scenarios described in this Article 8,
                                                                                                                                                                                                                                 or (b) commercial supplier, preferred or otherwise, of NK Cell Products or T Cell Products, and CENTURY shall retain full
                                                                                                                                                                                                                                 rights to manufacture and supply NK Cell Products and T Cell Products in commercial form itself or through a third party
                                                                                                                                                                                                                                 contracting manufacturing organization. However, it is understood by the Parties that CENTURY will in good faith consider
                                                                                                                                                                                                                                 FCDI as either a preferred supplier or secondary source for any such other supply arrangements if FCDI has such clinical or
                                                                                                                                                                                                                                 commercial manufacturing capabilities as would meet CENTURY’s needs.



 


		8.3.	Reservation
of CENTURY’s Right to Secondary Source. Nothing in this Article shall limit (i) CENTURY’s ability to manufacture and
supply, by itself or through its Affiliate, or to grant to any third party manufacturer, unless such third party manufacturer is explicitly
identified in Schedule 3.7 of the Differentiation License Agreement, the right to manufacture, on CENTURY’s behalf, any NK Cell
Products and/or T Cell Products for which FCDI is the exclusive clinical supplier hereunder in such minimal quantities as are necessary
to prevent a supply interruption if there is a Non-Supply Event, or (ii) FCDI’s obligation to transfer the Licensed Technology
(as defined in the Differentiation License Agreement) to CENTURY or its Affiliate or such third party manufacturer pursuant to the Differentiation
License Agreement upon CENTURY’s request to the extent not already effected pursuant to the MCA, this Agreement or the Differentiation
License Agreement (including pursuant to the exercise by Century of its rights 







    22 


     


    





	 	 	pursuant to the Differentiation License Agreement),
                                                                                                                                                        provided that (a) such transfer is made pursuant to a technology transfer agreement that provides protection of the Licensed
                                                                                                                                                        Technology and confidentiality protection for the benefit of FCDI and that becomes effective during the Exclusivity Term, and is
                                                                                                                                                        reasonably acceptable to FCDI and (b) Century shall pay for all such technology transfer activities.



 


		8.4.	Century
                                                                                                                                                                                                                                 will retain full rights to manufacture and supply all commercial product itself or through a third party contract
                                                                                                                                                                                                                                 manufacturing organization but will in good                                          faith consider FCDI as a contract
                                                                                                                                                                                                                                 manufacturing organization if FCDI has such commercial                                          manufacturing capabilities
                                                                                                                                                                                                                                 that would meet Century’s needs.



 


		8.5.	The
                                                                                                                                                                                                                                 provisions of this Article 8, except the proviso in the first sentence of Article 8.1(f) and the last sentence
                                                                                                                                                                                                                                 of Article 8.1(f) (each of which shall survive such expiration), will expire at the expiration of the Exclusivity
                                                                                                                                                                                                                                 Term.



 


Article
9 - Further obligations of the Parties


 


		9.1.	Further
                                         obligations of CENTURY. CENTURY shall, at CENTURY’s cost and expense:



 


		(a)	timely
                                                                                                                                                                                                                                    provide FCDI, free of charge, with the Material(s) in sufficient quantities as described
                                                                                                                                                                                                                                    in the applicable Work Order or as otherwise necessary for FCDI to perform its obligations under this Agreement. FCDI will
                                                                                                                                                                                                                                    not transfer                                          the Material(s) to any third party or use such Materials for any
                                                                                                                                                                                                                                    purpose outside of this Agreement, unless otherwise agreed in writing in
                                                                                                                                                                                                                                    advance with/by CENTURY. The Materials will be released by the quality assurance
                                                                                                                                                                                                                                    officer of CENTURY and shall be accompanied by a certificate of analysis;



 


		(b)	reimburse
                                                                                                                                                                                                                                    FCDI for the cost of the Raw Materials upon receipt of invoice and pay such other amounts (e.g., pass-through markup) as may
                                                                                                                                                                                                                                    be set forth in the applicable Work Order;



 


		(c)	timely
                                         supply FCDI with all additional information necessary for FCDI to fulfill its obligations
                                         hereunder and that are then available to CENTURY;



 


		(d)	perform
                                                                                                                                                                                                                                    evaluation in a timely manner as defined in the Quality Agreement for release by FCDI to CENTURY of each GMP
                                                                                                                                                                                                                                    Batch;



 


		(e)	review
                                         and when acceptable to CENTURY notify FCDI of CENTURY’s approval of all documents
                                         and changes thereto written by FCDI specifically for the manufacturing process of/for
                                         the Product in accordance with the Quality Agreement; and



 


		(f)	per
                                         Article 10.10 of this Agreement, be responsible for the final release of all Product.



 


		9.2.	Further
                                         obligations of FCDI. FCDI shall, at FCDI’s cost and expense:



 


		(a)	at
the request of CENTURY, return to CENTURY or destroy any unused quantities of the Materials provided by CENTURY and/or Raw Materials
paid for by CENTURY upon the expiration or termination of this Agreement 




    23 


     


    


	 	 	or upon CENTURY’s earlier request (with written
                                                                                                                                                            confirmation of destruction provided to CENTURY);



 


		(b)	maintain
                                         records of usage of the Material(s) and the Raw Materials, and inform CENTURY of needs
                                         for additional quantities of same in a timely manner;



 


		(c)	purchase
                                                                                                                                                                                                                                    the Raw Materials required for the manufacture of the Product other than the Material(s) -the purchase price of which shall
                                                                                                                                                                                                                                    be reimbursed by CENTURY as set forth in Article 9.1(b) and Article
                                                                                                                                                                                                                                    11.2;



 


		(d)	perform
quality control and assurance release procedures, both in-process and for the release of the Product to CENTURY in accordance
with Article 10 of this Agreement;



 


		(e)	perform
                                                                                                                                                                                                                                    and complete the manufacturing of the Batches in accordance with the provisions of this Agreement and Applicable Law in all
                                                                                                                                                                                                                                    material respects; 



 


		(f)	prepare,
                                         maintain, and provide scanned copies to CENTURY of the Batch Production Records related
                                         to the Batches manufactured by FCDI hereunder;



 


		(g)	write
                                         all Product related documentation in the English language;



 


		(h)	not
                                                                                                                                                                                                                                    carry on activities in the Facility which will, in the reasonable judgment of the quality
                                                                                                                                                                                                                                    assurance department of FCDI, likely prevent the Product from being manufactured in accordance with this Agreement;
                                                                                                                                                                                                                                    and



 


		(i)	Permit
                                                                                                                                                                                                                                    CENTURY and CENTURY’s third-party representatives and consultants to conduct comprehensive
                                                                                                                                                                                                                                    quality audits of the Facility (or such other FCDI facility where Activities are performed) on dates and times as agreed to
                                                                                                                                                                                                                                    by the Parties, in accordance with the Quality Agreement.



 


Article
10 - Regulatory Affairs and Quality Assurance


 


		10.1.	FCDI
                                                                                                                                                                                                                                  will exercise all reasonable skill, care, and diligence in the performance of its duties under this Agreement and carry out
                                                                                                                                                                                                                                  all responsibilities within and in accordance                                          with all recognized professional and
                                                                                                                                                                                                                                  industry standards and Applicable Law. FCDI shall take all necessary actions to
                                                                                                                                                                                                                                  obtain and maintain in full force and effect all permits, licensures, approvals
                                                                                                                                                                                                                                  and authorizations that allow FCDI to carry out its obligations under this
                                                                                                                                                                                                                                  Agreement, including any licenses for the Facility or other FCDI facilities
                                                                                                                                                                                                                                  where Activities are to be performed. FCDI shall operate and maintain the
                                                                                                                                                                                                                                  Facility and all equipment used in the manufacture of Products in compliance
                                                                                                                                                                                                                                  with GMP, Applicable Law, and the then-current                                          Quality Agreement.



 


		10.2.	FCDI
                                                                                                                                                                                                                                  will not subcontract any part of its obligations under this Agreement to any third party without prior written approval by
                                                                                                                                                                                                                                  CENTURY. 



 


		10.3.	Quality
                                         Control Program: FCDI shall maintain a quality control program as described in the
                                         Quality Agreement.




    24 


     


    


		10.4.	In
                                                                                                                                                                                                                                  carrying out any obligations under this Agreement, FCDI shall comply with all applicable
                                                                                                                                                                                                                                  environmental and health and safety laws. Except as expressly set forth in this Agreement, FCDI shall be solely responsible
                                                                                                                                                                                                                                  for determining how to carry out these obligations.



 


		10.5.	CENTURY
                                                                                                                                                                                                                                  shall provide to FCDI in writing the release tests to be performed on the Product and FCDI will perform such release
                                                                                                                                                                                                                                  tests. 



 


		10.6.	FCDI
                                         will write and maintain all Records relating to the manufacture of the Product supplied hereunder.



 


		10.7.	In
                                                                                                                                                                                                                                  accordance with the Quality Agreement, CENTURY’s designated representatives may inspect those portions of the Facility
                                                                                                                                                                                                                                  that are used in the manufacturing                                          of the Product at reasonable times during the
                                                                                                                                                                                                                                  manufacturing campaign of/for the Product, observing confidentiality obligations
                                                                                                                                                                                                                                  with respect to third parties, for the purpose of determining compliance with
                                                                                                                                                                                                                                  the terms of this Agreement.                                          FCDI will provide full cooperation for and during these
                                                                                                                                                                                                                                  inspections. 



 


		10.8.	FCDI’s
                                                                                                                                                                                                                                  quality assurance department will review and approve all BPRs and will investigate all
                                                                                                                                                                                                                                  deviations on such BPRs. Within ten (10) FCDI working days after completion of manufacture
                                                                                                                                                                                                                                  of each Batch, FCDI will supply CENTURY with a Certificate of Compliance for such Batch
                                                                                                                                                                                                                                  stating that the BPRs and related documentation have been reviewed and, if applicable,
                                                                                                                                                                                                                                  found to be in compliance with GMP in all material respects. In the event additional activities (like method qualifications
                                                                                                                                                                                                                                  or other activities) are agreed between the Parties to be performed in parallel with the release of a Batch, the batch
                                                                                                                                                                                                                                  disposition timeframe of within ten (10) FCDI working days might not be
                                                                                                                                                                                                                                  feasible. In this case, the Parties shall agree upon a revised batch disposition
                                                                                                                                                                                                                                  timeline in the applicable Work Order.



 


		10.9.	CENTURY
                                         will inspect Product released by FCDI and review all BPRs within ten (10) days after its receipt.



 


		10.10.	Notwithstanding
                                                                                                                                                                                                                                   the other provisions of this Agreement, CENTURY shall have final responsibility and decision-making
                                                                                                                                                                                                                                   authority as it relates to (a) any aspect of the conduct of the technology transfer described
                                                                                                                                                                                                                                   herein, the performance of process and analytical development activities
                                                                                                                                                                                                                                   hereunder, GMP manufacturing activities where the applicable Work Order or the Quality Agreement expressly provides that
                                                                                                                                                                                                                                   such
                                                                                                                                                                                                                                   aspect is to be decided by or as solely the responsibility of Century and (b) the release of Product manufactured by FCDI or
                                                                                                                                                                                                                                   any product comprising the Product
                                                                                                                                                                                                                                   manufactured by FCDI.



 


		10.11.	FCDI
                                                                                                                                                                                                                                   will notify CENTURY by no more than thirty (30) days in advance of any proposed modifications
                                                                                                                                                                                                                                   to the Facility (including but not limited to the equipment) insofar as such modifications
                                                                                                                                                                                                                                   are in the reasonable judgment of the Quality Assurance department of FCDI relevant to the manufacturing processes for
                                                                                                                                                                                                                                   the Product or any other obligations of FCDI hereunder. 



 


		10.12.	FCDI
will retain and CENTURY shall allow FCDI to retain manufacturing data, test records generated by FCDI’s performance of Activities
hereunder and Raw Material samples as required to satisfy GMP, if and to the extent Product is to be manufactured under GMP. FCDI will
provide CENTURY, free of charge, with copies of all manufacturing data and test records, as well as copies of other documents resulting
from work under this Agreement required by CENTURY for regulatory




    25 


     


    


	 	 	 purposes in accordance with Article 4 of the MCA (the
                                                                                                                                                        provisions of which shall apply to this Agreement, mutatis mutandis) and the Quality Agreement. Such documents to be provided
                                                                                                                                                        to CENTURY are not copyright protected, and CENTURY may use these documents for regulatory and due diligence purposes and such other
                                                                                                                                                        purposes as are set forth in this Agreement or the MCA.



 


		10.13.	In
                                                                                                                                                                                                                                   accordance with the Quality Agreement, FCDI shall promptly (but in any event within [***]
                                                                                                                                                                                                                                   notify Century about any regulatory inspection and shall share the observations made (if any) by the regulatory agency
                                                                                                                                                                                                                                   related to the Products during the inspection.



 


		10.14.	The
                                                                                                                                                                                                                                   Quality Agreement sets forth the responsibilities of both Parties relating to quality affairs and contains specific
                                                                                                                                                                                                                                   provisions agreed to by the Parties in mitigation of any audit findings. The
                                                                                                                                                                                                                                   Quality Agreement shall not be construed or interpreted                                          in such manner as to augment
                                                                                                                                                                                                                                   or increase the responsibilities, liabilities or warranties of either Party
                                                                                                                                                                                                                                   under this Agreement.



 


Article
11 - Financial Terms


 


		11.1.	As
                                                                                                                                                                                                                                  payment in full for the performance by FCDI of the Activities as described in the applicable Work Order, CENTURY shall pay
                                                                                                                                                                                                                                  to FCDI all amounts set forth in the Financial Terms (such Financial Terms may be amended by written agreement between the
                                                                                                                                                                                                                                  Parties as an amendment to the applicable Work Order in connection with any other change to such Work Order made effective
                                                                                                                                                                                                                                  pursuant to Article 4.10 of this Agreement or other written agreement signed by the Parties) and that are undisputed
                                                                                                                                                                                                                                  by Century in accordance herewith.



 


		11.2.	Raw
                                         Materials will be invoiced as follows;



 


		(a)	As
                                                                                                                                                                                                                                    used during the Technology Transfer Phase, Process Development Phase, Engineering Phase and/or Analytical Test Phase, or for
                                                                                                                                                                                                                                    any other activity not                                          described in this Article 11.2, as agreed in writing
                                                                                                                                                                                                                                    between the Parties at such time;



 


		(b)	As
                                                                                                                                                                                                                                    a per Batch up-front Raw Material fee. Upon completion of the manufacture of each Batch,
                                                                                                                                                                                                                                    any potential excess use will be calculated and invoiced to CENTURY. The upfront Raw Material fee amount and due date for
                                                                                                                                                                                                                                    payment                                          is as indicated in the applicable Work Order. The Parties will also agree if
                                                                                                                                                                                                                                    back-up                                          Raw Materials are to be ordered; and



 


		(c)	Where
                                                                                                                                                                                                                                    multiple Batches are manufactured, unconsumed Raw Materials paid for upfront for a previous Batch will be maintained in
                                                                                                                                                                                                                                    appropriate GMP storage by                                          FCDI. FCDI will make good faith efforts to apply these
                                                                                                                                                                                                                                    Raw Materials to subsequent Batches                                          and to plan Raw Material acquisition efficiently
                                                                                                                                                                                                                                    across all Batches to which CENTURY                                          has committed to execution pursuant to Work
                                                                                                                                                                                                                                    Order(s) or as otherwise provided herein.



 


		11.3.	All
                                         invoiced amounts are to be denominated in US dollars.



 


		11.4.	FCDI
will issue an invoice to CENTURY for each amount due under the Financial Terms as specified in the applicable Work Order and for any
other amounts to be reimbursed or otherwise paid by CENTURY hereunder. Payment shall be made by CENTURY into the bank account indicated
on such invoice on or before (i) [***]




    26 


     


    


	 	 	 after the date the applicable invoice is received by
                                                                                                                                                        CENTURY, or (ii) the date specified in the Financial Terms, whichever is earlier.



 


		11.5.	FCDI
                                                                                                                                                                                                                                  will submit invoices, in the form of a portable document format (‘pdf’), referencing the applicable Work Order by email
                                                                                                                                                                                                                                  to CENTURY at the following email address: [***]. FCDI will also provide CENTURY with its finance factsheet covering the finance
                                                                                                                                                                                                                                  account details of FCDI upon signature of this Agreement.



 


		11.6.	Termination
                                                                                                                                                                                                                                  of this Agreement shall, unless explicitly provided otherwise in this Agreement, not
                                                                                                                                                                                                                                  release CENTURY from any liability for payment accrued or accruing to FCDI prior to the termination date.



 


		11.7.	Subject
                                                                                                                                                                                                                                  to Article 11.1 and the Financial Terms, each Party shall bear its own travel costs and other expenses related to this
                                                                                                                                                                                                                                  Agreement, unless otherwise agreed in writing in advance.



 


		11.8.	The
                                                                                                                                                                                                                                  Parties agree that the amount(s) mentioned in the Financial Terms in this Agreement in
                                                                                                                                                                                                                                  respect of the Manufacturing Activities as specified in each applicable Work Order are based on the current assumptions (as
                                                                                                                                                                                                                                  of the applicable Work Order) of the manufacturing process for the Product to
                                                                                                                                                                                                                                  be developed/transferred under this Agreement. Since such manufacturing
                                                                                                                                                                                                                                  process may be modified during the performance of the requested Activities and
                                                                                                                                                                                                                                  the assumptions                                          may not be correct, the Parties agree that the amounts may need to
                                                                                                                                                                                                                                  be adjusted in order to reflect changes to the then current assumptions of/for the manufacturing process resulting in the
                                                                                                                                                                                                                                  actual manufacturing process. Any such changes to the Financial Terms will follow the mechanism outlined above concerning
                                                                                                                                                                                                                                  Requests for Change, and will become effective, in accordance with Article 4 (Articles
                                                                                                                                                                                                                                  4.5 through 4.11) of this Agreement.



 


		11.9.	Provisions
                                                                                                                                                                                                                                  of Section 5.1 (the last three sentences only) and Section 5.4 of the MCA shall apply to this Agreement, mutatis
                                                                                                                                                                                                                                  mutandis.



 


Article
12 - Intellectual property and Proprietary Rights


 


		12.1.	The
                                         provisions of Article 6 of the MCA shall apply to this Agreement, mutatis mutandis.



 


Article
13 - Representations, Warranties, Liability, Indemnities and Insurance


 


		13.1.	FCDI
                                                                                                                                                                                                                                  shall secure and maintain in full force and effect throughout the term of the Agreement
                                                                                                                                                                                                                                  policies of insurance for (a) workers’ compensation in accordance with applicable
                                                                                                                                                                                                                                  statutory requirements; employer’s liability in an amount not less than [***];
                                                                                                                                                                                                                                  and automobile liability in an amount not less than [***], (b) commercial general liability
                                                                                                                                                                                                                                  in an amount not less than [***] per occurrence and [***] in the aggregate, and (c) products liability in an amount not less
                                                                                                                                                                                                                                  than [***] per occurrence and [***] in the aggregate.



 


The
provisions of Sections 3.1, 3.2 and 3.5 and Article 8 (excluding the last sentence of Section 8.4 thereof) of the MCA shall apply to
this Agreement, mutatis mutandis; provided, however, that notwithstanding anything to the contrary in Article 8 of the MCA: (a)
FCDI shall be obligated to indemnify Century Indemnitees (as defined in Section 8.1 



    27 


     


    


 


of the MCA) pursuant to
clause (a) of Section 8.1 of the MCA with respect to only material breaches of this Agreement by FCDI (subject to what is provided
in clause (c) of this proviso); (b) Century shall be obligated to indemnify FCDI Indemnitees (as defined in Section 8.2 of the MCA)
pursuant to clause (c) of Section 8.2 of the MCA with respect to only material breaches of this Agreement by Century; (c) FCDI shall
have no obligation pursuant to Article 8 of the MCA as applicable hereto with respect to a Batch the release of which CENTURY has
authorized in accordance with Article 9.1(f) and Article 10.9, i.e., has accepted or is deemed to have accepted such Batch in
accordance with Article 7, whether the basis upon which a Century Indemnitee otherwise would be entitled to be indemnified pursuant
to Article 8 of the MCA as applicable hereto would arise in contract or otherwise; and (d) FCDI’s aggregate liability under
this Agreement pursuant to pursuant to clause (a) of Section 8.1 of the MCA as applicable hereto shall be limited by the Cap (as
defined in the MCA) except for FCDI’s liability for a material breach of this Agreement that constitutes a failure to
manufacture Product according to the GMP Procedures and under GMP (to which the Cap shall not apply).


 


Article
14 - Confidentiality


 


		14.1.	The
                                                                                                                                                                                                                                  provisions of Article 7 of the MCA shall apply to this Agreement, mutatis mutandis.
                                                                                                                                                                                                                                  The Parties agree that, for all purposes, Article 7 of the MCA obligates each Party to not use the Confidential
                                                                                                                                                                                                                                  Information of the other Party for any purpose except those purposes expressly
                                                                                                                                                                                                                                  permitted by the MCA or, as such Article 7 is applicable with respect hereto,
                                                                                                                                                                                                                                  those purposes expressly permitted by this Agreement.



 


Article
15 - Term and Termination


 


		15.1.	If
                                                                                                                                                                                                                                  it becomes apparent to either FCDI or CENTURY at any stage in the provision of Process Development Activities, Analytical
                                                                                                                                                                                                                                  Testing Development Activities, or Engineering                                          Batch Activities, as applicable,
                                                                                                                                                                                                                                  that
                                                                                                                                                                                                                                  it will not be possible to complete such Activities                                          for scientific or technical
                                                                                                                                                                                                                                  reasons, such Party shall give the other Party written notice of such fact and
                                                                                                                                                                                                                                  during the sixty (60) day period commencing on the date of the other
                                                                                                                                                                                                                                  Party’s receipt of such notice, the Parties shall discuss                                          in good faith the
                                                                                                                                                                                                                                  commercially reasonable efforts or other measures that might be undertaken
                                                                                                                                                                                                                                  to resolve such problems. If such problems are not resolved within such 60-day
                                                                                                                                                                                                                                  period, each Party shall have the right to terminate such Activities and this
                                                                                                                                                                                                                                  Agreement, including the applicable Work Order(s), with respect to such Activities
                                                                                                                                                                                                                                  forthwith by notice to the other Party in writing.



 


Delivery
of Records: Upon termination of this Agreement in accordance with the provisions of this Agreement, including the first paragraph
of this Article 15.1 or upon written request by Century, FCDI will deliver or return, as applicable, to CENTURY, at CENTURY’s
cost, all Product related information generated by or on behalf of FCDI, or obtained from Century, in the course of FCDI’s providing
of Activities hereunder, Records, and unused Materials related to the Process Development Activities, the Manufacturing Activities, the
Analytical Testing Development Activities and the Engineering Batch Activities. For clarity, such Product related information or Records
include, e.g., analytical methods, batch records, certificates of analysis, process or analytical validation reports, etc., and Materials
include, e.g., reference standards, products, in-process samples, stability samples, product retain samples, work-in-progress, etc.;
provided, however, that FCDI shall be permitted to retain one (1) copy of all Product related information and Records for archival and
regulatory purposes, which copy will 







    28 


     


    

 


remain subject to the provisions
of Article 12 and Article 14 hereof. FCDI agrees to cooperate with the transfer of such Product related information,
Records and Materials to Century in an expeditious and collaborative fashion for as long as they remain in FCDI’s possession
or control.


 


		15.2.	This
                                                                                                                                                                                                                                  Agreement shall be valid and in full force and effect until terminated by either Party
                                                                                                                                                                                                                                  pursuant to the terms hereof. Although the provisions for Termination of the MCA included in Sections 9.2, 9.3 and 9.4 of the
                                                                                                                                                                                                                                  MCA shall also apply to this Agreement,                                          mutatis mutandis, and provided, that
                                                                                                                                                                                                                                  (i) this Agreement may be terminated by mutual agreement between the Parties
                                                                                                                                                                                                                                  independently of the MCA and (ii) Century shall not terminate this Agreement for
                                                                                                                                                                                                                                  convenience (pursuant to Section                                          9.2(b) of the MCA) until after the expiration of
                                                                                                                                                                                                                                  the Exclusivity Term.


 


Article
16 - Additional


 


The
provisions of Articles 4 and 10 of the MCA shall apply to this Agreement, mutatis mutandis; provided, however, that
in the event of a conflict or inconsistency between any provision of the MCA as made applicable to this Agreement pursuant to
the foregoing provision and another provision of this Agreement, the provision of this Agreement will control, unless the
conflict or inconsistency is specifically identified in the applicable Work Order(s) and the provision of the MCA as made
applicable hereto is expressly stated in the applicable Work Order(s) to supersede such conflicting or inconsistent
provision in this Agreement.






    29 


     


    

IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the Effective Date by their duly authorized
representatives:


 





	Century Therapeutics, Inc.	 	FUJIFILM Cellular Dynamics, Inc.
	 	 	 	 	 
	By: 	/s/ Gregory
    Russotti	 	By:	/s/ Takeshi
    Yamamoto
	Name: Gregory Russotti, Ph.D.	 	Name: Takeshi Yamamoto
	Title: Chief Technology Officer	 	Title: President and Chief Executive
    Officer








    30 


     


    

Appendix
A


 


REQUEST
FOR CHANGE FORM


 


[***]