EXHIBIT
10.25

    

    


    PRODUCTION
SERVICE AGREEMENT

    


    THIS
PRODUCTION SERVICE AGREEMENT (the “Agreement”), entered into and effective this
12th
day of
March, 2007 (the “Effective Date”), is by and between MOLECULAR MEDICINE
BIOSERVICES, INC., located at 1890 Rutherford Road, Carlsbad, CA 92008 and
MEDGENICS, INC. and MEDGENICS MEDICAL ISRAEL LTD. (“SPONSOR”) located at 8000
Towers Crescent Drive, Suite 1300, Vienna, VA 22182, USA and 12 HaNapach St.
Karmiel, 21553 ISRAEL, respectively.

    


    INTENDING
TO BE LEGALLY BOUND, the parties agree as follows:

    


    
      	
              l.

            	
              Projects.

            


    

    


    MOLECULAR
MEDICINE will perform development and manufacturing services for SPONSOR under
one or more projects (each, a “Project”).
Each Project shall be governed by this Agreement, together with the
following documentation:

    


    
      	
               
      

            	
              a.

            	
              the
      “Scope of Work” for such Project, attached as
      Exhibit A;

            


    

    


    
      	
               
      

            	
              b.

            	
              the
      “Price and Payment Schedule” for such Project, attached as
      Exhibit B;

            


    

    


    
      	
               
      

            	
              c.

            	
              the
      “Work Schedule” for such Project, attached as
      Exhibit C;

            


    

    


    together
with all other exhibits and attachments hereto, all as may be amended from time
to time.

    


    The
parties acknowledge that from time to time SPONSOR may request MOLECULAR
MEDICINE to undertake additional projects involving production services. In such
event, the parties shall agree upon new Exhibits A, B, and C for each project,
with such exhibits to reference this Agreement. Except as set forth in such
revised exhibits, all other terms and conditions of this Agreement, together
with all other exhibits, shall apply to subsequent projects.

    


    MOLECULAR
MEDICINE will perform each Project with due care, and in accordance with current
Good Manufacturing Practices as set forth in US 21 CFR Parts 210 and 211
applicable to pilot scale facilities and 21 CFR Part 600 applicable to
biologics, and shall not use any personnel who have been debarred, suspended or
proposed for debarment, it being understood that an insubstantial or immaterial
incident or deviation from such standards shall not by itself be deemed a breach
of MOLECULAR MEDICINE’s obligations hereunder and that the parties will work in
good faith to resolve any such incident or deviation pursuant to the Quality
Agreement under Section 3.5 below. MOLECULAR MEDICINE shall maintain all
required regulatory records relating to the Project and shall provide a cross
reference letter with respect to such records upon request.

    


    
      
        	
                2.

              	
                Definitions. As used
      herein, the following capitalized terms shall have the meanings set forth
      below:

              


      

    

    


    2.1          Certificate of Compliance:
Certificate issued by MOLECULAR MEDICINE upon completion of the Project,
reporting the Technical Specifications measured by MOLECULAR MEDICINE for the
specific Product produced under the Project. The Certificate of Compliance will
be in the form attached as Exhibit D, or in such other form as may be agreed to
between SPONSOR and MOLECULAR MEDICINE.

    

      
        
           


        

        
          1

          
            

          

        

        
           


        

      



    2.2          MMB Technology: All of
MOLECULAR MEDICINE’s confidential and proprietary know-how, techniques,
processes and other technology, whether or not patentable or copyrightable, and
associated intellectual property relating to the manufacture of viral vector
product. MMB Technology does not include Product or Product Production
Records.

    


    2.3          Product: Shall mean either the
finished product to be produced by MOLECULAR MEDICINE as described in the Scope
of Work, or variations of the same HDAd vector with different expression
cassettes as provided by the Sponsor; or developed under the
Project.

    


    2.4          Product Production Records:
All documentation, information, records, required retain samples, batch
records, specifications, databases or other work product generated by MOLECULAR
MEDICINE during and in connection with the Project including any Drug Master
Files, whether recorded in writing, electronically, or otherwise.

    


    2.5          MMB Production Records: All
documentation, information, records, required retain samples, batch records,
specifications, databases or other work product generated by MOLECULAR MEDICINE
relating to batch records of MMB including its Biologic (Type II) Master Files
and Facility (Type V) Drug Master Files.

    


    2.6          Project Completion: Has the
meaning set forth in Section 4.1.

    


    2.7          Project Run: Actual
performance of activities by MOLECULAR MEDICINE in order to complete the
Project.

    


    2.8          Project Equipment: All
equipment necessary to perform the Project and deliver the finished Product.
Project Equipment that is specified in the Scope of Work as to be supplied by
SPONSOR or that SPONSOR requires MOLECULAR MEDICINE to obtain for the Project is
referred to as “Sponsor Equipment.”

    


    2.9          Project Materials: All cell
lines, viral seed stock, compounds, materials, supplies or other substances
necessary to perform the Project and deliver the finished Product. Those Project
Materials that are specified in the Scope of Work as to be supplied by SPONSOR,
or that SPONSOR requires MOLECULAR MEDICINE to obtain for the Project pursuant
to Section 3.1.1, are referred to as “Sponsor Materials.”

    


    2.10        Quality Agreement: The quality agreement between
MOLECULAR MEDICINE and SPONSOR in the form attached hereto as Exhibit G, as it
may be amended from time to time.

    


    2.11        Sponsor Technology: All of
SPONSOR’s confidential and proprietary information, know-how, techniques,
processes and other technology, whether or not patentable or copyrightable, and
associated intellectual property that relate to the Product.

    


    2.12        Standard Terms and Conditions of
Storage: MOLECULAR MEDICINE’s Standard Terms and Conditions of Storage,
attached as Exhibit F, as they may be amended from time to time.

    


    2.13        Start Order: written authorization
from SPONSOR for MOLECULAR MEDICINE to commence Project Run, in the form
attached hereto as Exhibit E.

    


    2.14        Technical
Specifications: Technical Specifications for the finished
Product as measured by MOLECULAR MEDICINE and reported by it in the Certificate
of Compliance.

    


    
      	
              3.

            	
              Project
      Procedures.

            


    

    


    
      3.1         Project Materials and
Equipment.

    

    


    3.1.1        SPONSOR
shall provide MOLECULAR MEDICINE with sufficient quantities of Sponsor Materials
(and, if applicable, Sponsor Equipment) necessary to perform the Project and
deliver the Product, including sufficient and comprehensive data as may be
required by MOLECULAR MEDICINE concerning handling, stability, storage and
safety requirements. If SPONSOR requires MOLECULAR MEDICINE to acquire special
Project Materials or Project Equipment, such materials and equipment shall be
considered Sponsor Materials and Sponsor Equipment, and shall be charged to the
account of SPONSOR, in addition to the fees set forth in the Price and Payment
Schedule.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    3.1.2        Unless
otherwise specified and provided by SPONSOR (or obtained at the behest of
SPONSOR), MOLECULAR MEDICINE will use the standard Project Materials and Project
Equipment that it uses in the ordinary course of its business to perform the
Project.

    


    3.1.3        Except
as specifically agreed by the parties, or unless prohibited by law or
regulation, any remaining supplies of Sponsor Materials or any Sponsor Equipment
shall be returned to SPONSOR upon completion of the Project. Any Sponsor
Materials or Sponsor Equipment that is not returned to the SPONSOR shall be
held, subject to the Standard Terms and Conditions of Storage, and subject to
MOLECULAR MEDICINE’s standard storage fees.

    


    
      3.2         Timetable.

    

    


    3.2.1        Work Schedule. MOLECULAR
MEDICINE will commence the Project Run only upon receipt of a Start Order duly
signed by an authorized officer of SPONSOR. Once MOLECULAR MEDICINE receives the
Start Order, it will make a good faith effort to complete the Project in
accordance with the Work Schedule, it being understood that as long as MOLECULAR
MEDICINE makes such good faith efforts, MOLECULAR MEDICINE’s failure to meet the
Work Schedule shall not constitute a default by MOLECULAR MEDICINE of its
obligations hereunder. MOLECULAR MEDICINE will notify SPONSOR if it determines
there are likely to be substantial changes in the proposed start or completion
dates of the Project.

    


    3.2.2        Sponsor’s Cancellation or Delay.
SPONSOR acknowledges that in order to undertake the Project, MOLECULAR
MEDICINE will reserve for the benefit of SPONSOR certain resources, including
Project Materials, Project Equipment, personnel availability, facility capacity
and storage space. Accordingly, in the event that SPONSOR cancels or delays the
Project, then as long as MOLECULAR MEDICINE is in compliance with the Work
Schedule, SPONSOR will be obligated to pay the applicable cancellation or delay
fees set forth in the Price and Payment Schedule. In addition, the Project will
be subject to the termination provisions set forth in Section 23.4.

    


    3.2.3        Changes. SPONSOR may request
reasonable changes in the Scope of Work and/or the targeted Technical
Specifications prior to Project Completion (as defined in Section 4.1). To be
effective, all such proposed changes, including changes in the price and
projected completion date of the Project, shall be described in writing by
authorized representatives of both MOLECULAR MEDICINE and SPONSOR and signed by
both parties. Unless otherwise agreed to by MOLECULAR MEDICINE and SPONSOR,
changes that cause any delay in the Project will subject SPONSOR to the
applicable delay fees set forth in the Price and Payment Schedule.

    


    3.3         Regulatory Testing Requirements.
Should, during the course of conducting this Project, regulatory testing
requirements covering the Product change such that additional expense would be
incurred by MOLECULAR MEDICINE to satisfy the terms of this Agreement, those
expenses will be the responsibility of the SPONSOR.

    


    3.4         Facility Visits. MOLECULAR MEDICINE shall
permit SPONSOR’S representatives to visit MOLECULAR MEDICINE’s facilities during
normal working hours, upon reasonable notice and with reasonable frequency to
observe the Project’s progress, to discuss the Project with appropriate
officials of MOLECULAR MEDICINE, and to inspect records and Product Production
Records and MMB Production Records relevant to the Project. Facility visits
shall also be permitted during the Production Records retention period described
in Section 5.5.

    


    3.5         Quality Agreement. During the
Project, MOLECULAR MEDICINE and SPONSOR shall follow the quality control
procedures set forth in the Quality Agreement attached hereto as Exhibit
G.



    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    3.6          Reports. MOLECULAR MEDICINE
shall advise SPONSOR at least once in every two-week period during the term of
this Agreement via teleconference and provide SPONSOR with written minutes
concerning the details of the progress of the Project and the Products. A final
written report setting forth the results achieved under and pursuant to the
Project, including the Products, shall be submitted to Sponsor within 21 working
days of the completion of the Project or the termination of this Agreement. Such
final report shall include, but may not be limited to, a complete summary of the
activities carried out, testing protocols and detailed results of the
Project.

    


    
      	
              4.

            	
              Project
      Completion.

            


    

    


    4.1          Notice and Delivery. The
Project is deemed completed (“Project Completion”) when MOLECULAR MEDICINE gives a
notice under the Scope of Work consisting of (a) notice to SPONSOR that quality
assurance review of Product has been completed by MOLECULAR MEDICINE and (b)
issuance of a Certificate of Compliance. In the case of work performed in the
Process Development Laboratory, project completion will consist of issuance of a
Development Report which will contain the process summary and data resulting
from the production or characterization studies. Such notice shall be delivered
by overnight courier. Risk of loss for the Product shall be the responsibility
of SPONSOR upon release of Product from MOLECULAR MEDICINE’S premises (FOB
shipping point) to a shipper selected and approved by SPONSOR. SPONSOR
acknowledges and agrees that it is SPONSOR’s sole responsibility to determine
for itself that such shipper is commercially reliable and that it carries
insurance in accordance with standards that are acceptable to SPONSOR. SPONSOR
must acknowledge receipt of notice of Project Completion to an authorized
representative of MOLECULAR MEDICINE within ten (10) business days of formal
notification by MOLECULAR MEDICINE. If MOLECULAR MEDICINE does not receive an
acknowledgement of notice of Project Completion with such period, then Product
will be subject to MOLECULAR MEDICINE’s then current Standard Terms and
Conditions of Storage and its standard group storage fees.

    


    4.2          Product Storage. MOLECULAR
MEDICINE agrees to hold SPONSOR’s Product for up to 90 days after MOLECULAR
MEDICINE’s notice to SPONSOR of Project Completion. Product held at MOLECULAR
MEDICINE beyond the first 90 days from receipt of Notice by SPONSOR of Project
Completion shall be subject to MOLECULAR MEDICINE’s then current Standard Terms
and Conditions of Storage and its standard group storage fees.

    


    
      	
              5.

            	
              Technology
      Transfer; Inventions; Ownership of Product Production
    Records.

            


    

    


    5.1         Technology Transfer by Sponsor and Limited License.
In order to enable MOLECULAR MEDICINE to perform the Project, SPONSOR
will disclose to MOLECULAR MEDICINE the Sponsor Technology and hereby grants to
MOLECULAR MEDICINE a limited, non-exclusive license in and to Sponsor Technology
that is disclosed to MOLECULAR MEDICINE, for the sole purpose of performing the
Project and for no other purpose whatsoever. MOLECULAR MEDICINE shall not
disclose such Sponsor Technology to any third party without the prior written
consent of SPONSOR, it being understood and agreed that all Sponsor Technology
shall be considered proprietary information of SPONSOR. Except to the extent set
forth in the foregoing, this Agreement confers no license or intellectual
property rights to MOLECULAR MEDICINE by SPONSOR for any SPONSOR-related
intellectual property.

    


    5.2         Inventions.

    


    5.2.1          Inventions from Sponsor Technology.
In performing the Project and in applying Sponsor Technology to the
development and manufacture of the Product, MOLECULAR MEDICINE may develop
ideas, know-how, inventions, techniques, improvements and other technology,
whether or not patentable or copyrightable, and associated intellectual property
(collectively “Inventions”) relating to Sponsor Technology. All
such Inventions that arise under the Project for the Product, including but not
limited to purification schemes, or solely from the application of Sponsor’s
Technology are referred to as “Sponsor Inventions.” MOLECULAR MEDICINE agrees that all
Sponsor Inventions are the sole and exclusive property of SPONSOR and constitute
Proprietary Information of SPONSOR.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    5.2.2          Inventions from MMB Technology.
From time to time, with the approval of SPONSOR as set out in the Scope
of Work or as otherwise agreed to during the Project Run, MOLECULAR MEDICINE may
apply some of the MMB Technology to the development and manufacture of the
Product. In doing so, MOLECULAR MEDICINE may develop Inventions that relate to
the MMB Technology. All such Inventions that are directly related to MMB
Technology and not for the Product are referred to as “MMB Inventions.” SPONSOR agrees that all MMB
Inventions are the exclusive property of MOLECULAR MEDICINE and constitute
Propriety Information of MOLECULAR MEDICINE.

    


    5.3         Grant Backs
by MOLECULAR MEDICINE. In order
to enable SPONSOR to utilize both Sponsor Inventions and MMB Inventions
resulting from MOLECULAR MEDICINE’s performance of the Project:

    


    5.3.1.1   MOLECULAR
MEDICINE hereby assigns to SPONSOR all right, title and interest in and to any
and all Sponsor Inventions.

    


    5.3.1.2 
 MOLECULAR MEDICINE hereby agrees to grant to SPONSOR a non-­exclusive
license, worldwide, perpetual, irrevocable, royalty-free, fully paid up right
and license with the limited right to sub-license as described below, to any and
all MMB Inventions made, conceived and/or reduced to practice by MOLECULAR
MEDICINE during the course of, and/or resulting from, the performance of the
Project, provided that SPONSOR’s use of such MMB Inventions relates directly and
exclusively to the manufacture of the Product. SPONSOR’s license right under
this clause shall not extend to inventions, processes or technology that are
developed by MOLECULAR MEDICINE prior to its undertaking the Project or that is
not related directly and exclusively to the manufacture of the Product. Upon
providing MOLECULAR MEDICINE with prior written notice of the name and address
of the sublicensee and subject to such sublicensee’s written agreement to be
bound by the confidentiality provisions of Section 6 below, SPONSOR may
sublicense its rights under this clause only to identified users of the
Product.

    


    5.4         Other Applicable Law. Except
as expressly set forth herein to the contrary, with respect to any Inventions
arising from the Project, US patent laws will be followed.

    


    5.5         Production Records. All
Product Production Records generated by MOLECULAR MEDICINE in the course of the
Project shall be the property of SPONSOR and constitute Proprietary Information
of SPONSOR. All MMB Production Records shall be the property of MOLECULAR
MEDICINE and constitute Proprietary Information of MOLECULAR MEDICINE. All
Product Production Records shall be maintained by MOLECULAR MEDICINE for the
benefit of SPONSOR during the term of this Agreement. SPONSOR shall have access
to Product Production Records produced in connection with the Project in order
to review the data relating to the production of the Product. Unless otherwise
agreed between the parties, upon completion of the Project, MOLECULAR MEDICINE
shall i) forward to SPONSOR such Product Production Records; ii) store and
maintain all Product Production Records and MMB Production Records in accordance
with all applicable legal and regulatory requirements for a period of five (5)
years (or such shorter period as may be permitted by law). After the expiration
of the applicable retention period, SPONSOR will pay MOLECULAR MEDICINE, in
advance, its then-current standard annual storage fee for the retention of such
MMB Production Records. If for any reason the fee is not paid (e.g. SPONSOR
cannot be located, SPONSOR has not responded, etc.), MOLECULAR MEDICINE may
dispose of the Product Production Records as it sees fit. It shall be SPONSOR’s
responsibility to ensure that MOLECULAR MEDICINE has a current address for
SPONSOR. Molecular Medicine shall provide SPONSOR with cross reference letters
for such MMB Production Records for any regulatory purpose or filing for the
Product.

    


    5.6         Ownership of Product and Project
Material. The parties agree that SPONSOR shall own all Product, Sponsor
Inventions, and Project Material. MOLECULAR MEDICINE shall assign and hereby
assigns to SPONSOR all right, title and interest in and to any and all Product,
Sponsor Inventions, and Project Material. To the extent possible, MOLECULAR
MEDICINE shall not co-mingle any of SPONSOR’s Product, Sponsor Inventions, or
Project Material with that of any third party.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              6.

            	
              Confidentiality. During
      the performance of the Project, during the period of any permissible
      license or sub-license under Section 5 above, and continuing until the
      later of (i) the date five (5) years after the termination or expiration
      of this Agreement and (ii) the date of termination of any such license or
      sub-license, each party shall treat the trade secrets and other
      proprietary or confidential information disclosed to such party (the “Receiving Party”) by the other party (the “Disclosing Party”) under this Agreement and
      marked by the Disclosing Party as confidential, as the proprietary and
      confidential information of the Disclosing Party (“Proprietary Information”), and shall maintain all
      Proprietary Information in strict trust and confidence and shall not
      disclose any Proprietary Information to any third party or use any
      Proprietary Information except as may otherwise be authorized in this
      Agreement or by the Disclosing Party’s prior written consent. For purposes
      of this Agreement, Proprietary Information of the SPONSOR shall include
      all Sponsor Inventions described in Section 5, and along with all Sponsor
      Technology, Product and Project Material, and Product Production
      Records.

            


    

    


    Notwithstanding
any other provision of this Agreement, the Receiving Party shall have no
liability or obligation to the Disclosing Party for, nor be in any way
restricted in, its disclosure of or use of any information that:

    


    
      	
               
      

            	
              a)

            	
              is
      already known to the Receiving Party at the time of the Disclosing Party’s
      disclosure;

            


    

    


    
      	
               
      

            	
              b)

            	
              is
      or becomes publicly known by any means other than through a wrongful act
      or omission of the Receiving Party, its employees or
    agents;

            


    

    


    
      	
               
      

            	
              c)

            	
              is
      received from a third party entitled to make such a transfer without
      violating an obligation of
confidentiality;

            


    

    


    
      	
               
      

            	
              d)

            	
              is
      independently developed by or for the Receiving
  Party;

            


    

    


    
      	
               
      

            	
              e)

            	
              is
      disclosed in response to an order of a court or other governmental body or
      regulatory authority with competent jurisdiction over the Receiving Party;
      or is otherwise required to be disclosed by law; provided, however, that
      the Receiving Party shall have provided the Disclosing Party with
      sufficient notice prior to any required disclosure in order to afford the
      Disclosing Party the opportunity to object to the
    disclosure.

            


    

    


    
      	
              7.

            	
              Use of Names. Neither party
      shall use the name of the other party or its employees in any advertising
      or sales promotion materials or in any publication without such other
      party’s prior written consent. Notwithstanding the foregoing, each party
      may identify the other party with regards to the Product in any regulatory
      submission associated with the Project without prior written
      consent.

            


    

    


    
      
        
          	
                  8.

                	
                  Regulatory Issues: SPONSOR
      acknowledges that MOLECULAR MEDICINE’s manufacturing technology, as well
      as any technology licensed to MOLECULAR MEDICINE from third parties, and
      any information related respectively thereto that is filed with the FDA or
      other health regulatory authorities in countries other than the United
      States, is of crucial importance to MOLECULAR MEDICINE and to such
      licensing parties, as well as to all other sponsors benefiting from
      MOLECULAR MEDICINE’s technology. Such information includes all process
      related Biologic (Type II) Master Files and Facility (Type V) Drug Master
      Files. To assist in preserving the integrity and value of such technology,
      SPONSOR agrees that it will not, on its own initiative, analyze or engage
      in any research of such technology that may be reasonably expected to
      raise safety concerns with the FDA regarding the use of such technology in
      the Project. If SPONSOR reasonably believes that such a study is
      necessary, SPONSOR shall consult with MOLECULAR MEDICINE before engaging
      in such a study. SPONSOR further agrees to promptly notify MOLECULAR
      MEDICINE of any and all communications and/or concerns expressed by the
      FDA or any other health regulatory authority relating to the development
      and manufacture of the Product including MOLECULAR MEDICINE’s
      manufacturing technology and agrees to consult with MOLECULAR MEDICINE to
      resolve any such concerns with the FDA or such other authority. MOLECULAR
      MEDICINE agrees to provide SPONSOR with letters of cross-reference to all
      Master Files as appropriate. Non-compliance with the obligation to consult
      with MOLECULAR MEDICINE to resolve such concerns with the FDA by SPONSOR
      shall constitute a material breach of SPONSOR’s obligations under this
      Agreement, permitting MOLECULAR MEDICINE at its sole discretion to
      terminate all or part of this Agreement pursuant to Section 23.3, in
      addition to such other rights that MOLECULAR MEDICINE may have under
      law.

                


        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
              9.

            	
              Limited Warranty. Upon
      the issuance of a Certificate of Compliance, MOLECULAR MEDICINE shall be
      deemed to warrant only that: (i) it has performed the Project with due
      care in accordance with the Scope of Work, current Good Manufacturing
      Practices and applicable federal and state laws, rules and regulations,
      and (ii) the Product conforms to the Technical Specifications reported in
      the Certificate of Compliance. Any claim by SPONSOR for a breach of such
      warranty shall be made in writing to MOLECULAR MEDICINE on or before the
      first anniversary of the date that SPONSOR is notified that Product is
      complete. The sole remedy of SPONSOR for breach of this warranty shall be
      for MOLECULAR MEDICINE to perform the Project again, or (if practicable)
      to perform again such portions of the Project as may be required to
      correct the deficiency. MOLECULAR MEDICINE SHALL NOT BE RESPONSIBLE FOR
      GENETIC ALTERATIONS, INCLUDING THE FORMATION OF REPLICATION-COMPETENT
      VIRUSES (SUCH AS REPLICATION-COMPETENT ADENOVIRUS OR
      REPLICATION­-COMPETENT RETROVIRUS) THAT OCCUR DURING PRODUCTION OF THE
      PRODUCT. SUCH GENETIC ALTERATIONS SHALL NOT BE THE BASIS FOR A WARRANTY
      CLAIM BY SPONSOR. UNDER NO CIRCUMSTANCES SHALL MOLECULAR MEDICINE BE
      LIABLE TO SPONSOR OR ANY THIRD PARTY CLAIMING BY OR THROUGH SPONSOR FOR
      ANY CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES, AND THE WARRANTY SET FORTH
      HEREIN IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPLICIT OR
      IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MOLECULAR MEDICINE’S
      LIABILITY TO SPONSOR FOR THE BREACH OF ANY TERMS AND CONDITIONS CONTAINED
      HEREIN (INCLUDING ANY EXHIBITS) SHALL IN NO EVENT EXCEED THE FEE PAID BY
      SPONSOR TO MOLECULAR MEDICINE IN CONNECTION WITH THE
    PROJECT.

            


    

    


    
      	
              10.

            	
              Indemnification.

            


    

    


    10.1        Indemnification by SPONSOR. SPONSOR shall defend,
indemnify and hold harmless MOLECULAR MEDICINE, its directors, officers,
employees and agents (collectively the “Molecular Medicine Indemnitees”) from and against any and all
liability, loss, expense (including reasonable attorneys’ fees), or third party
claims for injury or damages (collectively, “Liabilities”) arising out of the manufacture,
sale or use of the Product, provided that SPONSOR shall have no obligation to
indemnify the Molecular Medicine Indemnitees for any portion of a Liability that
arises from a material deviation from the Scope of Work that has not been agreed
to by SPONSOR, or the negligence or willful misconduct of the Molecular Medicine
Indemnitees.

    


    10.2        Indemnification by
MOLECULAR MEDICINE. Except as limited by
Section 9 above, MOLECULAR MEDICINE shall defend, indemnify and hold harmless
SPONSOR, its officers, directors, employees and agents (collectively the “Sponsor’s Indemnitees”) from and against any and all
Liabilities arising solely out of the negligence or willful misconduct of the
MOLECULAR MEDICINE Indemnitees, provided that MOLECULAR MEDICINE shall have no
obligation to indemnify the Sponsor’s Indemnitees for any portion of a Liability
that arises from the negligence or willful misconduct of the Sponsor’s
Indemnitees.

    


    10.3        Notification. The obligation
of either party to indemnify the other pursuant to this Agreement shall be
contingent upon timely notification by the indemnitee to the indemnitor of any
claims, suit or service of process; control by the indemnitor over the conduct
and disposition of any claim, demand or suit; and cooperation by the indemnitee
in the defense of the demand or suit.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              1l.

            	
              Payment Terms. SPONSOR
      agrees to pay promptly all fees and expenses in accordance with the terms
      set forth in the applicable Price and Payment Schedule. Unless otherwise
      agreed to in the Price and Payment Schedule, all payments shall be due
      within thirty (30) days of the date of invoice. Failure to timely pay any
      of such amounts for any Project shall constitute a material breach of
      SPONSOR’s obligations under this Agreement, permitting MOLECULAR MEDICINE
      at its sole discretion to terminate all or part of this Agreement with
      respect to any or all Projects pursuant to Section 23.3, to withhold
      delivery of Product, to suspend any or all Project Runs, and to exercise
      such other rights that MOLECULAR MEDICINE may have under this Agreement or
      otherwise under law.

            


    

    


    
      	
              12.

            	
              Compliance with Law.
      SPONSOR will not use, transport, store, or dispose of the Product
      in a manner inconsistent with (a) laws, regulations, rules or ordinances
      applicable to the Product, including without limitation, all applicable
      requirements and procedures of the United States Food and Drug
      Administration, or (b) health and safety standards and procedures
      generally used in the industry. SPONSOR shall obtain assurance of
      compliance with the preceding sentence from any of its affiliates, agents,
      assignees, or licensees who use, transport, store, or dispose of the
      Product.

            


    

    


    
      	
              13.

            	
              Excused Performance.
      Except for payment obligations, neither party shall be responsible
      for failure or delay in performance of its obligations under or in
      connection with this Agreement due to causes beyond its reasonable
      control, including but not limited to acts of God, governmental actions,
      fire, smoke, labor difficulty, shortages, war, revolution, civil
      disturbances, terrorism, sabotage, blockade, embargo, explosion,
      transportation problems, interruptions of power or of communication,
      failure of suppliers or subcontractors, or natural disasters. SPONSOR
      acknowledges that it is SPONSOR’s responsibility to obtain its own
      insurance coverage for the foregoing events. SPONSOR acknowledges that
      after the occurrence of any of the foregoing events, (i) MOLECULAR
      MEDICINE may be unable to suspend the Product Run and therefore may be
      forced to restart the Product Run, and (ii) MOLECULAR MEDICINE may be
      unable to limit, suspend, or terminate any outstanding financial
      commitments for which SPONSOR shall be held responsible. SPONSOR shall
      reimburse MOLECULAR MEDICINE for all additional costs incurred by
      MOLECULAR MEDICINE as a result of its inability to suspend the Product Run
      or to suspend or cancel outstanding financial obligations, to the extent
      that such additional costs are not otherwise covered by MOLECULAR
      MEDICINE’s business interruption insurance, if
  any.

            


    

    


    
      	
              14.

            	
              Assignment. This
      agreement shall be binding upon and inure to the benefit of the parties
      hereto, and their respective successors, assigns, legal representatives
      and heirs. Either party may assign or transfer its rights and obligations
      under this Agreement to a successor to all or substantially all of its
      assets or business relating to this Agreement, whether by sale, merger,
      operation of law or otherwise, upon written notice to the other
      party.

            


    

    


    
      	
              15.

            	
              Independent Contractors.
      Nothing in this Agreement shall be construed to create any
      relationship between MOLECULAR MEDICINE and SPONSOR other than of
      independent contracting parties. Neither party shall have any right,
      power, or authority to assume, create or incur an expense, liability, or
      obligation, express or implied, on behalf of the
  other.

            


    

    


    
      	
              16.

            	
              Waiver. No waiver by
      either party of any breach of any provision hereof shall constitute a
      waiver of any other breach of that or any provision of this
      Agreement.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              17.

            	
              Severability. If any
      part, term or provision of this Agreement is determined to be invalid or
      unenforceable, the remainder of the Agreement shall not be affected and
      shall remain in full force and
effect.

            


    

    


    
      	
              18.

            	
              Choice of Law. This
      Agreement shall be governed by the laws of the State of California,
      regardless of the choice of law provisions of California or any other
      jurisdiction.

            


    

    


    
      	
              19.

            	
              Exhibits and Schedules.
      All exhibits and schedules attached hereto are hereby incorporated
      in and made a part of this Agreement as if fully set forth
      herein.

            


    

    


    
      	
              20.

            	
              Counterparts. This
      Agreement may be executed simultaneously in two or more counterparts, each
      of which shall be deemed an original, but all of which together shall
      constitute one and the same
instrument.

            


    

    


    
      	
              21.

            	
              Entire Agreement. This
      Agreement contains the final, complete and exclusive agreement of the
      parties relative to the subject matter hereof and supersedes all prior and
      contemporaneous understandings and agreements relating to its subject
      matter. This Agreement may not be changed, modified, amended or
      supplemented except by a written instrument signed by both
      parties.

            


    

    


    
      	
              22.

            	
              Non-solicitation and non-hire.
      SPONSOR agrees not to solicit or hire personnel from MOLECULAR
      MEDICINE for production, process development, testing or manufacturing of
      viral vectors or vaccines or of other biopharmaceuticals for a period of
      two (2) years after completion of Project unless agreed to in writing by
      MOLECULAR MEDICINE.

            


    

    


    
      	
              23.

            	
              Term and Termination.
      The term of this Agreement is from the Effective Date through the
      completion of the Project described in the Scope of Work, unless extended
      upon the agreement of the parties.

            


    

    


    23.1        Termination by SPONSOR. SPONSOR may terminate
this AGREEMENT at any time for any reason, or no reason, upon sixty (60) days
written notice. Upon receipt of notice of termination from SPONSOR, MOLECULAR
MEDICINE shall use its best efforts to limit or terminate any outstanding
financial commitments for which SPONSOR shall be held responsible. SPONSOR shall
reimburse MOLECULAR MEDICINE for all costs incurred by it for services set forth
in the Work Schedule performed by MOLECULAR MEDICINE prior to the effective date
of termination, including all noncancellable obligations. If SPONSOR terminates
the Agreement under this Section 23.1, then in addition to any reimbursable
expenses provided for above, SPONSOR shall pay all cancellation fees for all
outstanding Projects in the amounts set forth in the relevant Price and Payment
Schedules.

    


    23.2        Termination by MOLECULAR MEDICINE.
MOLECULAR MEDICINE may terminate this AGREEMENT at any time for any
reason, or no reason, upon one hundred eighty (180) days’ written notice. Upon
giving notice of such termination, MOLECULAR MEDICINE shall use its best efforts
to limit or terminate any outstanding financial commitments for which SPONSOR
shall be held responsible. SPONSOR shall reimburse MOLECULAR MEDICINE for all
costs incurred by it for services set forth in Exhibit A performed by MOLECULAR
MEDICINE prior to the effective date of termination, including all
noncancellable obligations.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    23.3        Termination for Material Breach.
Either party shall have the right to terminate this Agreement upon
written notice to the other party if, after receiving written notice of a
material breach of this Agreement, the other party fails to cure such breach
within (i) ten (10) days from the date of such notice concerning a breach of any
payment obligation, or (ii) thirty (30) days from the date of such notice
pertaining to all other breaches. If any party breaches the same provision of
this Agreement more than two (2) times during any twelve (12) month period, the
final such breach shall constitute grounds for termination and no cure period
shall apply. If MOLECULAR MEDICINE terminates this Agreement pursuant to this
Section 23.3 due to SPONSOR’s breach, then (i) SPONSOR shall reimburse MOLECULAR
MEDICINE for all costs incurred by it for services set forth in the Work
Schedule performed by MOLECULAR MEDICINE prior to the effective date of
termination, including all noncancellable obligations, and (ii) SPONSOR shall
pay all cancellation fees for all outstanding Projects in the amounts set forth
in the relevant Price and Payment Schedules. If SPONSOR terminates this
Agreement pursuant to this Section 23.3 due to MOLECULAR MEDICINE’s breach, it
shall not be obligated for payment of cancellation fees, but shall remain
obligated for all reimbursable expenses described above.

    


    23.4        Termination of a Project for Delay.
MOLECULAR MEDICINE may terminate a specific Project at any time upon
thirty (30) days notice if Project Completion has not occurred by the date that
is two (2) years from the date of this Agreement (or, as applicable, from the
date of the Scope of Work for the Project), for whatever reason; provided, that if the
sole cause of the delay is MOLECULAR MEDICINE’s action or inaction, then the
two-year period referred to above shall be extended for the period of the delay
caused by MOLECULAR MEDICINE. Upon giving notice of such termination, MOLECULAR
MEDICINE shall use its best efforts to limit or terminate any outstanding
financial commitments for which SPONSOR shall be held responsible. SPONSOR shall
reimburse MOLECULAR MEDICINE for all costs incurred by it for services set forth
in Exhibit A performed by MOLECULAR MEDICINE prior to the effective date of
termination, including all noncancellable obligations. In addition, SPONSOR will
be obligated to pay any applicable cancellation or delay fees required to be
paid for that Project in the amounts set forth in the Price and Payment
Schedule.

    


    23.5        Return
of Sponsor’s Property. Upon any such termination as provided in Section 23,
MOLECULAR MEDICNE shall promptly return all of Sponsor’s Technology, including,
without limitation, all of Sponsor’s Product, Sponsor Inventions, Product
Production Records, and Project Material, and Sponsor Technology.

    


    23.6        Surviving Obligations.
Termination or expiration of this Agreement shall not affect any accrued
rights of either party. The terms of Sections 2, 3.1, 3.2.2, 3.2.3, 3.3, 3.4, 4,
5, 6, 7, 8, 9, 10, 11, 12, 17, 18, 19, 21, 22, 23 and 24 of this Agreement shall
survive termination of this Agreement.

    


    23.7        Notice. Notice of termination
shall be in writing, delivered to the terminated party by registered mail or by
overnight delivery service as provided in Section 24.

    


    23.8        Right of Set-off. Upon either
(i) the occurrence and during the continuance of any material default by SPONSOR
or (ii) the termination of this Agreement for any reason, MOLECULAR MEDICINE is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits held at any time by
MOLECULAR MEDICINE for the credit or account of SPONSOR for any and all Projects
(as well as any indebtedness at any time owing by MOLECULAR MEDICINE to SPONSOR)
against any and all of the obligations of SPONSOR for any and all Projects now
or hereafter existing under this Agreement. MOLECULAR MEDICINE agrees to notify
SPONSOR promptly after any such set-off and application, provided, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of MOLECULAR MEDICINE under this Section are in addition
to other rights and remedies that MOLECULAR MEDICINE may have.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
              24.

            	
              Notices. All notices
      required or permitted to be given under this Agreement shall be in writing
      and shall be (a) mailed by registered or certified first-class mail,
      return receipt requested, (b) mailed by Federal Express or other overnight
      delivery service, (c) transmitted by facsimile, or (d) delivered
      personally. Such notices will be deemed to have been sufficiently given
      for all purposes (i) five (5) days after mailing by registered first class
      mail, (ii) two (2) days after sending by overnight delivery service, (iii)
      the same day if sent by facsimile transmission with electronic
      confirmation of transmission if transmission is confirmed during the
      recipient’s normal business hours, or otherwise on the recipient’s next
      business day, or (iv) immediately if personally delivered. Unless
      otherwise specified in writing, any notices will be sent to the following
      addresses:

            


    

    


    
      
        
          
            
              
                
                  	
                          If
      to MOLECULAR MEDICINE:

                        	
                          MOLECULAR
      MEDICINE BIOSERVICES, INC.

                        
	 
      	
                          1890
      Rutherford Road

                        
	 
      	
                          Carlsbad,
      CA 92008

                        
	 
      	
                          Attention:
      Marian Ernst

                        
	 
      	
                          Fax:
      (760) 918-0788

                        
	 
      	 
      
	
                          If
      to SPONSOR:

                        	
                          MEDGENICS,
      INC.

                        
	 
      	
                          8000
      Towers Crescent Drive

                        
	 
      	
                          Suite
      1300

                        
	 
      	
                          Vienna,
      VA 22182

                        
	 
      	 
      
	 
      	
                          MEDGENICS
      MEDICAL ISRAEL LTD.

                        
	 
      	
                          12
      HaNapach St.

                        
	 
      	
                          Karmiel,
      21653

                        
	 	
                          ISRAEL 

                        
	 	 
	 
      	
                          Attention:
      Baruch Stern, Ph.D.

                        
	 
      	
                          Fax:
      +972-4-988-2270  

                        
	 	 
	
                          With
      a copy to:

                        	 
      
	 
      	 
      
	 
      	
                          Pearl
      Cohen Zedek Latzer, LLP

                        
	 
      	
                          1500
      Broadway, 12th Floor

                        
	 
      	
                          New
      York, NY 10036

                        
	 
      	
                          Tel:
      646-878-0804

                        
	 
      	
                          Fax:
      646-878-0801

                        
	 
      	
                          email: MarkC@pczlaw.com

                        
	 
      	
                          Attention:
      Mark
Cohen

                        


                

              

            

          

        

      

    

    


    [Signature
page follows.]

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

    


    
      
        	
                MOLECULAR
      MEDICINE BIOSERVICES, INC.

              	 
      
	 
      	 
      	 
      
	
                By:

              	/s/
      David M. Backer	 
      	
                      
                  3/23/07

                

              	 
      
	 
      	
                Name

              	
                Date

              
	 
      	
                President

              	 
      
	 
      	 
      	 
      
	
                MEDGENICS,
      INC.

              	 
      
	 
      	 
      	 
      
	
                By:

              	/s/
      Andrew L. Pearlman	 
      	      
                3/14/07

              	 
      
	 
      	
                Name:
      Andrew L. Pearlman, Ph.D.

              	
                Date

              
	 
      	
                President
      & CEO

              	 
      
	 
      	 
      	 
      
	
                MEDGENICS
      MEDICAL ISRAEL LTD..

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/
      Andrew L. Pearlman

              	 
      	
                      
                  3/14/07

                

              	 
      
	 
      	
                Name:
      Andrew L. Pearlman, Ph.D.

              	
                Date

              
	
                .

              	
                CEO

              	 
      


      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    MOLECULAR
MEDICINE BIOSERVICES, INC.

    


    PRODUCTION
SERVICE AGREEMENT

    


    EXHIBITS

    


    
      
        	
                Exhibit A

              	
                Scope
      of Work

              
	 
      	 
      
	
                Exhibit
      B

              	
                Price
      and Payment Schedule

              
	 
      	 
      
	
                Exhibit
      C

              	
                Work
      Schedule

              
	 
      	 
      
	
                Exhibit
      D

              	
                Form
      of Certificate of Compliance

              
	 
      	 
      
	
                Exhibit
      E

              	
                Form
      of Start Order

              
	 
      	 
      
	
                Exhibit
      F

              	
                Standard
      Terms and Conditions of Storage

              
	 
      	 
      
	
                Exhibit
      G

              	
                Quality
      Agreement

              


      

    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     


    Exhibit
A

     

    
      
        
          
            
              
                	
                        

                      	 
      	
                        Process
      Development and cGMP Production of 116 Master

                           
      Cell Bank for Medgenics HDAd-EPO Vector
  Product

                      


              

            

          

        

      

    

    


    SCOPE
OF WORK

    


    The
elements of this proposal include Definitions, Process Development and cGMP
Production of a Master Cell Bank (116 Cells).

     

    DEFINITIONS

    


    Process Development: 
Process Development will perform Cell Line Feasibility (on 116
cells), Vector Characterization (HDAd-EPO in 116 cells and Helper Virus in
Molecular Medicine's AC2 Cells) and a Production Run at the 5L Scale using the
Wave Bioreactor, the Molecular Medicine proprietary adenoviral production
process, a single step column purification and Cesium Chloride
Ultracentrifugation.

    


    Master Cell Bank (MCB):
SPONSOR will provide the necessary quantity of 116 cells to use as
starting material for the Master Cell Bank. A Certificate of Analysis showing
acceptable results for sterility, Mycoplasma and Endotoxin will be
required.

     

    PROCESS
DEVELOPMENT

    


    Project 1: Cell Line
Feasibility Study of SPONSOR-Provided 116 Cells and Research
Bank:

    


    Molecular
Medicine will expand the SPONSOR-provided 116 suspension cells in
commercially available media to determine the viability, doubling time and
growth characteristics of the cell line. The expansion project will produce a
research bank of approximately 20 vials at 1 x10e7 cells/vial/mL. At the
completion of the Cell Line Feasibility Study, a Summary Table Report will be
issued to SPONSOR by Molecular Medicine.

    


    Project
1 Cost: $12,000

     

    Project
2:
Vector
Characterization of Helper Virus in AC2 Cells and Research
Bank:

    


    Molecular
Medicine will expand the Helper Virus Viral Seed Stock in AC2 cells and perform
titer analysis (by Plaque Assay). Characterization studies will then be
performed to include particles (by HPLC), MOI, Day of Harvest and Titer (by
Plaque Assay). A research bank of approximately 20 vials at 10x the
concentration of the crude harvest material will be created. At the completion
of Project 2, a Development Report will be issued to SPONSOR by Molecular
Medicine.

    


    
      
        
          
            
              	
                      Project
      2 Cost:

                    	 	
                      Expansion and Titer Analysis
      of Helper Virus in AC2
      Cells:

                    	 	$	4,000	 
	 
      	 	
                      Characterization
      of Helper Virus in AC2 Cells:

                    	 	$	14,000	 
	 
      	 	
                      Total
      Cost of Project 2:

                    	 	$	18,000	 


            

            
            

          

        

      

    

    
    

    
      
        
           

          
            
            

          

        

      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Exhibit
A

    


    Project 3: Vector
Characterization of HDAd-EPO and Ratio Assessment in 116 Cells and
Research Bank:

    


    Molecular
Medicine will expand the HDAd-EPO Viral Seed Stock in 116 cells and perform
particle analysis by HPLC. Characterization studies will then be performed to
identify critical parameters such as seed density and MOI (of HDAd-EPO as well
as the Helper Virus concentration) for ratio assessment. Response measurement
will include particle analysis by HPLC assay. A research bank will of
approximately 20 vials with a target range of 1e10 to 5e11 vp/vial will be
created. At the completion of Project 3, a Development Report will be issued to
SPONSOR by Molecular Medicine.

    


    
      
        
          
            
              	
                      Project
      3 Cost:

                    	 	
                      Expansion
      and Titer Analysis of
      HDAd-EPO in 116 Cells:

                    	 	$	4,000	 
	 
      	 	
                      Characterization
      of
      HDAd-EPO in 116 Cells

                    	 	$	12,000	 
	 
      	 	
                      Total Cost of Project
      3:

                    	 	$	16,000	 


            

          

        

      

    

    


    Project 4: 5L Wave Process
Development Production

    


    The goal
is to produce viral material using the Wave Bioreactor at the 5L scale for the
purpose of optimization of the critical production parameters. This run will
utilize MOLECULAR MEDICINE’s
proprietary adenoviral production process, a single-step column purification and
Cesium Chloride Ultracentrifugation. Cells from the Research Bank of 116 Cells
produced in Project 1 will be used. This Production Run will serve to confirm
the production parameters, including yield and scale for subsequent productions.
This Production Run will take place in the Process Development Lab Facility
located at 1890 Rutherford Road in Carlsbad, CA and will utilize Draft Batch
Records in the Molecular Medicine format or notebooks for documentation of the
run. Testing will be performed at Molecular Medicine to determine titer (Plaque
Assay) and particles (HPLC). Samples will be shipped to SPONSOR for expression
and potency assays.

    At the
conclusion of this 5L Production Run, a Development Report will be provided to
SPONSOR.

    


    Project
4 Cost: $40,000

    


    cGMP
PRODUCTION

    


    Project 5: Production of 116
Master Cell Bank

    


    Molecular
Medicine will manufacture under cGMP conditions at least 200 vials of a Master
Cell Bank, utilizing a vial of SPONSOR’s 116 cells. SPONSOR’s cells will be
accompanied by a Certificate of Analysis providing acceptable results for
Sterility, Mycoplamsa and Endotoxin. This production will occur in Molecular
Medicine’s cGMP facility located at 6219 El Camino Real, Carlsbad, CA. The bank
will be filled into standard 1.5mL sterile cryovials and the expected number of
cells per vial will be lx10e7 cells in 1.0mL. Upon completion of the production,
receipt of acceptable third-party testing of Mycoplasma, Sterility and
Endotoxin, and batch record review, MOLECULAR MEDICINE will issue a Certificate
of Compliance to SPONSOR.

    


    
      
        
          
            
              
                
                  
                    	
                            Project
      5 Cost

                          	 	
                            Production
      of MCB:

                          	 	$	55,000	 
	 
      	 	
                            Documentation
      Fee

                          	 	$	7,500	 
	 
      	 	
                            Total:

                          	 	$	62,500	 


                  

                

              

            

          

        

      

    

     

    
      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

      

    DIAGRAM
1: PROJECT FLOW

     

    

    
    

         

    
      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit A

    


    
      
        
          
            
              
                	
                        PARAMETER

                      	 
      	
                        PROTOCOL/ANTICIPATED
      RESULT

                      
	 
      	 
      	 
      
	
                        Cell
      Lines: 116 Cells and AC2

                      	 
      	
                        SPONSOR
      to provide116 cells with acceptable testing results for Sterility,
      Mycoplasma and Endotoxin. The AC2 cells to be used will be MOLECULAR
      MEDICINE's AC2 Working Cell Bank.

                      
	 
      	 
      	
                        Additional
      characterization requirements of the AC2 cells as a result of FDA review
      of SPONSOR'S IND are the sole responsibility of
SPONSOR.

                      
	 
      	 
      	 
      
	
                        SPONSOR's
      Viral Material for Infection

                      	 
      	
                        SPONSOR
      will supply the Viral Seed Stocks for the Helper Virus and HDAd-EPO Virus
      to Molecular Medicine. Acceptable results for Sterility, Endotoxin and
      Mycoplasma will be provided by SPONSOR.

                      
	 
      	 
      	 
      
	
                        In-Process Testing

                      	 
      	
                        In-Process Test
    Specifications

                      
	
                        Titer
      (Plaque Assay)

                      	 
      	
                        Report

                      
	
                        Particles
      (HPLC)

                      	 
      	
                        Report

                      
	
                        Cell
      Count per Vial (MCB)

                      	 
      	
                        Report

                      
	
                        Total
      Quantity (MCB)

                      	 
      	
                        Report

                      
	 
      	 
      	 
      
	
                        Sampling
      Plan

                      	 
      	
                        SPONSOR
      to confirm the sampling required for testing regimen in writing to
      MOLECULAR MEDICINE prior to initiation of Project 5. Sampling plan
      requirements to be approved by SPONSOR with review of final batch
      production records.

                      
	 
      	 
      	 
      
	
                        Final
      Release Testing By Outside Facility

                      	 
      	
                        SPONSOR
      to confirm in writing to MOLECULAR MEDICINE prior to initiation of
      

                        Project
      5.

                      
	 
      	 
      	
                        See
      FINAL RELEASE TESTING

                      
	 	 	 
	Vials
      for Master Cell Bank	 
      	The
      Master Cell Bank will be filled into sterile 1.5 mL
cryovials.
	 	 	 
	
                        Formulation
      Buffer

                      	 
      	
                        The
      formulation buffer to be decided upon by SPONSOR prior to initiation of
      Project 5.

                      
	 
      	 
      	 
      
	
                        Labeling
      Requirements

                      	 
      	
                        SPONSOR
      to define and confirm in writing to MOLECULAR MEDICINE prior to initiation
      of Project 5.

                      
	 
      	 
      	 
      
	
                        Storage
      and Shipment of Boxed Vials

                      	 
      	
                        Final
      filled vials will be stored at no charge for a period of time defined in
      section 4.2 of the Production Service Agreement dated March 12, 2007.
      Storage beyond this term is subject to additional charges. Shipping
      charges are the responsibility of SPONSOR. A handling fee will
      apply.

                      


              

            

          

             

        

      

    

    
    

    
      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    


    IN-PROCESS
TESTING

    


    MOLECULAR
MEDICINE performs in-process testing throughout the various manufacturing stages
for the purpose of monitoring the production. These tests are performed in
accordance with defined SOPs and are reviewed on a real-time basis. These test
results are not for final release and may not be reported as such. The
following tests are performed in Quality Control for monitoring
purposes:

    


    -Cell
Count per Vial (MCB) 

    -Volume
(MCB) 

    -Total
Quantity (MCB) 

    -Particles
(HPLC) (PD) 

    -Titer
(Plaque Assay) (PD)

     

    FINAL
PRODUCT RELEASE TESTING

     

    Molecular
Medicine will assist Sponsor with Final Release Testing activities as defined
below.

    


    Sponsor
commits to and is responsible for:

    
      	
              1.

            	
              Defining
      a prescribed testing regimen and applicable sample types consistent with
      the requirements of Sponsor's IND.

            


    

    
      
        	
                2.

              	
                Determining
      the third party testing facility or facilities in which all release
      testing assays will be
performed.

              


      

    

    
      	
              3.

            	
              All
      costs incurred as a result of release testing
  performed.

            


    

    
      	
              4. 

            	
              Review
      and approval of sample submission form(s) required for release
      testing.

            


    

    
      	
              5.

            	
              Selecting
      an approved vendor for the release testing for Sterility, Mycoplasma and
      Endotoxin. At this time, the approved vendors for this testing include
      BioReliance and Apptec.

            


    

    


    Molecular
Medicine commits to and is responsible for:

    
      
        	
                1.

              	
                Incorporating
      the defined sampling plan into the Master Batch Production Records in
      advance of the applicable
project.

              


      

    

    
      	
              2

            	
              Assuring
      all required samples are taken as defined in advance and per approved
      Master Batch Production Records.

            


    

    
      	
              3.

            	
              Appropriately
      labeling and storing all samples.

            


    

    
      	
              4.

            	
              Preparation
      of all paperwork required for sample submission to third party testing
      facility.

            


    

    
      
        	
                5.

              	
                Scheduling
      of samples with third party testing facility or facilities to assure
      prompt initiation of tests.

              


      

    

     

    SHIPPING

    


    SPONSOR
will supply an account number of a reputable shipper to MOLECULAR MEDICINE upon
initiation of this project for the purpose of shipping samples to third-party
test facilities and shipment of samples to SPONSOR for the duration of this
contract. All shipments (beyond three per production lot) originating from
MOLECULAR MEDICINE shall be subject to a handling fee of $300.00 per box for
shipments of volumes 50mL and below and $500.00 per shipment for volumes over
50mL when a cargo shipper must be used.

        

    
    

    
      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Exhibit
B

     

    PRICE
AND PAYMENT SCHEDULE

    ***Note:
This Price and Payment Schedule expires on March 31, 2007***

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	
                                                                                        Parameter

                                                                                      	 	
                                                                                        Payment
      Schedule

                                                                                      	 	
                                                                                        Total
      Cost

                                                                                      	 
	
                                                                                        PROCESS
      DEVELOPMENT

                                                                                      	 	 
      	 	 	 
	 	 	 	 	 	 	 
	
                                                                                        Deposit

                                                                                      	 	
                                                                                        50%
      of Process Development Costs due within 10 days of signed
      contract

                                                                                      	 	$	43,000	 
	 	 	 	 	 	 	 
	
                                                                                        Project
      1: Cell Line Feasibility Study

                                                                                      	 	
                                                                                        1a.
      Amount due upon Cell Thaw.

                                                                                      	 	$	3,000	 
	 
      	 	
                                                                                        lb.
      Balance Due upon issuance of Summary Table Report to
    SPONSOR

                                                                                      	 	$	3,000	 
	
                                                                                        Project
      2: Characterization of Helper

                                                                                      	 	
                                                                                        2a.
      Amount due upon Cell Thaw.

                                                                                      	 	$	4,500	 
	
                                                                                        Virus

                                                                                      	 	
                                                                                        2b.
      Balance Due upon issuance of Development Report to SPONSOR

                                                                                      	 	$	4,500	 
	
                                                                                        Project
      3: Characterization of HDAd-

                                                                                      	 	
                                                                                        3a.
      Amount due upon Cell Thaw.

                                                                                      	 	$	4,000	 
	
                                                                                        EPO

                                                                                      	 	
                                                                                        3b.
      Balance Due upon issuance of Development Report to SPONSOR

                                                                                      	 	$	4,000	 
	
                                                                                        Project
      4: 5L Wave PD Run

                                                                                      	 	
                                                                                        4a.
      Amount due upon Cell Thaw.

                                                                                      	 	$	10,000	 
	 
      	 	
                                                                                        4b.
      Balance Due upon issuance of Development Report to SPONSOR

                                                                                      	 	$	10,000	 
	
                                                                                        TOTAL
      PROCESS DEVELOPMENT

                                                                                        COSTS:

                                                                                      	 	 
      	 	$	86,000	 
	 
      	 	 
      	 	 	 	 
	
                                                                                        eGMP
      PRODUCTION

                                                                                      	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
	
                                                                                        Deposit

                                                                                      	 	
                                                                                        50%
      of Production Costs due within 10 days of signed contract

                                                                                      	 	$	27,500	 
	 
      	 	 
      	 	 	 	 
	
                                                                                        Project
      5: 116 Master Cell Bank

                                                                                      	 	
                                                                                        5a.
      Amount due upon signature of Project Start Order

                                                                                      	 	$	10,000	 
	 
      	 	
                                                                                        5b.
      Amount due upon cell thaw

                                                                                      	 	$	10,000	 
	 
      	 	
                                                                                        5c.
      Amount due upon completion and issuance of Certificate
      of  Compliance

                                                                                      	 	$	7,500	 
	 
      	 	 
      	 	 	 	 
	
                                                                                        TOTAL
      PRODUCTION COSTS:

                                                                                      	 	 
      	 	$	55,000	 
	
                                                                                        DOCUMENTATION

                                                                                      	 	
                                                                                        Documentation
      Fee: Certificate of Compliance Standard fee applicable to each GMP product
      lot defined in PRODUCTION. Due upon completion of each lot, acceptable
      release testing for Sterility, Mycoplasma and Endotoxin, completed Batch
      Record Review and issuance of each Certificate of
    Compliance.

                                                                                      	 	 	 	 
	 
      	 	 
      	 	 	 	 
	 
      	 	
                                                                                        Project
      5: Master Cell Bank

                                                                                      	 	$	7,500	 
	 
      	 	 
      	 	 	 	 
	
                                                                                        TOTAL
      DOCUMENTATION COSTS:

                                                                                      	 	 
      	 	$	7,500	 
	 
      	 	 
      	 	 	 	 
	
                                                                                        TOTAL
      CONTRACT COSTS:

                                                                                      	 	 
      	 	$	148,500	 


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                         


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
    

    
      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Exhibit
B

     

    Additional
Terms and Conditions to Price and Payment Schedule:

     

    
      	
            	
              1. 

            	
              MOLECULAR
      MEDICINE reserves the right to review and amend pricing should additional
      project
      requirements impact costs. Both parties must agree to Amendments to the
      Contract.

            


    

    


    
      	
            	
              2.

            	
              Product
      resulting from Project 5 described in Exhibit A may be stored at no charge
      for a period of up to 90 days from date of product fill. SPONSOR is
      responsible for standard storage fees for product left at MOLECULAR
      MEDICINE beyond this period. MOLECULAR MEDICINE will notify SPONSOR in
      writing 30 days in advance of the close of this 90-day grace period for
      storage options.

            


    

    


    
      	
            	
              3.

            	
              Final
      Release testing costs are the sole responsibility of SPONSOR. Any
      additional testing not specified in advance or as a result of FDA review
      is the sole responsibility of
SPONSOR

            


    

    


    
      
        	
              	
                4.

              	
                SPONSOR
      and MOLECULAR MEDICINE shall determine the schedule for this project upon
      contract signature and receipt of contract initiation fee. The scheduling
      of this project shall be determined by laboratory space and suite
      availability at the time of contract
signature.

              


      

    

    


    
      	
            	
              5.

            	
              Except
      where elsewhere specified, all invoices are due for receipt at Molecular
      Medicine BioServices NET 30 DAYS. 1.5% per month will be assessed on
      overdue balances. In no case does the assessment of past-due invoice
      charges affect the parties rights of termination under the Production
      Service Agreement.

            


    

    


    
      	
            	
              6.

            	
              Adjustments
      to payment terms must be made in writing and signed off by the Chief
      Financial Officer or equivalent authority at Molecular Medicine
      BioServices, Inc.

            


    

    


    
      	
            	
              7.

            	
              The
      following Delay and Cancellation Fee Schedule applies to any
      Sponsor-caused delays or cancellations to the mutually agreed upon
      schedule for an individual project. Percentages are applied to the total
      cost of the individual Project that is delayed or cancelled, including
      Documentation Fees. Delay and Cancellation fees are only applicable after
      signature of the Project Start Order for each project (Exhibit F) by
      SPONSOR. In the event of a delay, both parties shall use reasonable and
      good faith efforts to reschedule and avoid the application of the delay
      fees. Imposition of any Delay and Cancellation fees will be at the
      discretion of MOLECULAR MEDICINE.

            


    

    


    
      
        
          
            	
                    Timeframe
      to Laboratory Start

                  	 
      	
                    Delay
      by Sponsor

                  	 
      	
                    Cancellation
      by Sponsor

                  
	 	 	 	 	 
	
                    >
      90 days

                  	 
      	
                    0

                  	 
      	
                    20%

                  
	
                    61 –
      90 days

                  	 
      	
                    15%

                  	 
      	
                    40%

                  
	
                    31
      – 60 days

                  	 
      	
                    20%

                  	 
      	
                    60%

                  
	
                    15 –
      30 days

                  	 
      	
                    25%

                  	 
      	
                    80%

                  
	
                    8 –
      14 days

                  	 
      	
                    40%

                  	 
      	
                    90%

                  
	
                    ≤7
      days

                  	 
      	
                    50%

                  	 
      	
                    100%

                  
	
                    Run
      in Process

                  	 
      	
                    *See
      Comment Below

                  	 
      	
                    100%

                  


          

        

      

    

     

    
      
        	
              	
                *

              	
                Any
      request to hold materials in-process at a specific stage within the
      manufacturing process will result in an invoice for the pro-rated value
      consistent with the in-process material on
hold.

              


      

         

    

    
    

    
      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
C

    


    ESTIMATED
WORK SCHEDULE

    


    
      
        	
                1.

              	
                This
      Exhibit C contains an approximate time schedule as agreed as of the
      execution date of this Agreement. The party initiating changes to the
      schedule contained in this Exhibit C shall deliver notice to the other
      party of the change. Responsibility for changes shall be determined
      according to paragraph 3
below.

              


      

    

    


    
      
        	
                2.

              	
                It
      is recommended that some production activities may be scheduled in an
      over-lapping fashion utilizing the facility more efficiently, saving time
      and resources. This is an option for further
  discussion.

              


      

    

    


    
      
        	
                3.

              	
                It
      is recognized that biological processes do not always perform to a precise
      number of days. Therefore, the party responsible for timeline extensions
      or delays is as follows:

              


      

    

    


    
      
        
          	
                	
                  a.

                	
                  MOLECULAR
      MEDICINE is responsible for project extensions or delay due to their
      manufacturing
equipment.

                


        

      

    

    
      
        	
              	
                b.

              	
                MOLECULAR
      MEDICINE is responsible for complete execution of manufacturing methods as
      outlined in approved batch production records. MOLECULAR MEDICINE is
      responsible for project extensions or delays due to inaccurate execution
      of the manufacturing methods as outlined in the batch production
      records.

              


      

    

    
      
        	
              	
                c.

              	
                SPONSOR
      is responsible for project extensions or delay due to their manufacturing
      equipment.

              


      

    

    
      
        	
              	
                d.

              	
                SPONSOR
      is responsible for project extensions or delays due to lack of critical
      information or materials in a timely manner to MOLECULAR MEDICINE as
      agreed to in advance.

              


      

    

    
      	
            	
              e.

            	
              SPONSOR
      is responsible for project extensions or delays caused by variable
      performance
      of raw materials specified in
advance.

            


    

    
      	
            	
              f.

            	
              SPONSOR
      is responsible for project extensions or delays caused by variable
      performance
      of critical production parameters previously defined by
      SPONSOR.

            


    

     

    ESTIMATED
TIMELINES (SUBJECT TO CHANGE)

     

    Project 1: Cell Line Feasibility
Study

     

    

        

    
      

        
          
             


          

          
            
            

            
              

            

          

          
             


          

        



    

    Exhibit
C

    


    Projects
2 and 3: Vector Characterization of Helper Virus (in AC2) and HDAd-EPO (in
116)

    


    

    


    Project
4: 5L Wave Process Development Run

    


    

    


    Project
5: cGMP Production of 116 Master Cell Bank

    


    

         

    
      
      

    

    
    

       

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
D

    


    

    


    CERTIFICATE
OF COMPLIANCE (Sample)

     

    
      
        	
                SPONSOR:

              	 
      	
                Date:

                 

                SPONSOR
      Contact:

                 

                Client
      Code: MM-077

              


      

    

    


    
      

    

    
    

    Product:

    
    

    
      
     

    MOLECULAR
MEDICINE Manufacturing and Quality Assurance have reviewed the following Batch
Production Records documenting the manufacture of the above
product:

     

    
      
        	
                Part Number

              	 
      	
                Version

              	 
      	
                Name

              	 
      	
                Lot Number

              
	
                TBD

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                TBD

              	 
      	 
      	 
      	 
      	 
      	 
      
	
                TBD

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

     

    The
following criteria have been met based on the review of the Batch Production
Records and related Facility and Quality Control Records.

    


    
      
        	
                 ̈

              	
                Batch
      Production Records were properly utilized, were reviewed after use by
      responsible Manufacturing and Quality Assurance staff, and all lot
      deviations have been reviewed, justified and approved.

              
	 	 


      

    

    
    

    
      	
               ̈

            	
              All
      components utilized in production met specified requirements prior to
      use.

            


    

    


    
      	
               ̈

            	
              All
      materials were manufactured in qualified facilities utilizing
      standardized, documented and (where and when appropriate) validated
      equipment, utilities, and manufacturing
  processes.

            


    

    


    
      	
               ̈

            	
              Representative
      samples of each finished lot were subjected to the following required
      testing and have met specifications; this data has been reviewed and
      approved by Quality Control and Quality
  Assurance.

            


    

       

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Exhibit
D

    


    
      
        	
                TEST

              	 
      	
                METHOD

              	 
      	
                REFERENCE

              	 
      	
                SPECIFICATION

              	 
      	
                RESULT

              
	
                Titer

              	 
      	
                Plaque
      Assay

              	 
      	 
      	 
      	
                Report

              	 
      	 
      
	
                Particles

              	 
      	
                HPLC

              	 
      	 
      	 
      	
                Report

              	 
      	 
      
	
                Cell
      count/vial

              	 
      	 
      	 
      	 
      	 
      	
                Report

              	 
      	 
      
	
                Volume

              	 
      	 
      	 
      	 
      	 
      	
                Report

              	 
      	 
      


      

    

    


    
      
        	
                 

                THESE
      DATA ARE FOR PRODUCT CERTIFICATION ONLY AND ARE NOT A SUBSTITUTE FOR
      FINAL

                PRODUCT
      RELEASE TESTING

                 

              


      

    

     

    
      
        	
                 ̈

              	 
      	
                Any
      unexplained discrepancies or the failure to meet any of the specifications
      have been thoroughly investigated, documented, resolved and approved by
      Quality Assurance and are considered to have no adverse affect on the
      safety, identity, strength, quality of purity of the lot.

              	 
      	
                 ̈

              	 
      	
                No
      unexplained discrepancies or failure to meet any of the
      specifications.

                 

              


      

    

    


    
      
 

    MOLECULAR
MEDICINE certifies that the (Product) was made according to Good Manufacturing
Practice

    Regulations
as applicable to pilot scale facilities.

    
    

    
      
   

    
      
        
          
            
              	 	 	 	 
	
                      (Name)

                    	 
      	
                      Date

                    	 
      
	
                      Quality
      Assurance

                    	 
      	 
      	 
      
	
                      Molecular
      Medicine BioServices, Inc.

                    	 
      	
                    	 
      


            

               

          

        

      

    

    
    

    
      
      

    

       

    
    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
E

    


    STANDARD
TERMS & CONDITIONS OF STORAGE

     

    
      1.   
  Storage
Services. Molecular Medicine BioServices, Inc. (“MMB” or the “Company”) will
provide storage services to the “Sponsor” referenced
above under the following Terms and Conditions of Storage (the “Terms &
Conditions”). These Terms & Conditions are the Standard Terms and
Conditions of Storage that are referred to in the Production Service Agreement
referenced above between MMB and such Sponsor (together with all exhibits
thereto, the “PSA”). These Terms
& Conditions are an exhibit to and form part of the PSA. By entering into
the PSA, the Sponsor agrees to be bound by these Terms & Conditions,
including any future modifications to the Terms & Conditions that are
adopted and communicated to Sponsor by MMB.

      


      2.    
Delivery
of Stored Materials. Sponsor will deliver (or, as applicable, hereby
directs MMB to store) all materials, supplies and products intended to be stored
with MMB under the PSA (collectively, the “Stored Materials”) at the
times and in accordance with the procedures set forth in the Scope of Work that
is attached to the PSA (the “PSA Scope of Work”).
All Stored Materials will be delivered in containers that are customary in the
industry, that are adequately designed to maintain the viability of the
materials contained therein and to prevent cross-contamination, and that meet
any other specifications that may be agreed to in writing by MMB and Sponsor,
whether in the PSA Scope of Work or otherwise. All Stored Materials delivered to
MMB will be accompanied by a completed deposit form in the form attached hereto,
together with any other information relevant to the storage of the Stored
Materials, such as source of Stored Materials, lot number, grade and/or such
other specifications as may be required in the Scope of Work or by written
mutual agreement of MMB and Sponsor. MMB shall have the right, in its sole
discretion, to refuse to store any Stored Materials that do not meet the
foregoing requirements. In no event will MMB be responsible for any loss or
contamination resulting from Sponsor’s failure to meet such delivery
requirements, nothwithstanding the fact that MMB may have accepted Stored
Materials that do not meet the foregoing requirements.

      


      Sponsor
understands and agrees that MMB cannot assume responsiblity for the safety or
quality of any Stored Materials that were not originally processed by MMB or
that have been removed from MMB’s control and later returned by MMB. Sponsor
acknowledges and agrees in that either of such events, the sole responsibility
of MMB is limited to the storage of such Stored Materials under conditions
specified in the relevant deposit order.

      


      3.    
Storage
Conditions. MMB will store the Stored Materials in the containers
specified in the relevant deposit form, and at the temperature and under the
other conditions that are specified in the deposit form and that are agreed to
by MMB. MMB will store the Stored Materials in accordance with current Good
Manufacturing Practices as set forth in US 21CFR Parts 210 and 211 applicable to
pilot scale facilities and 21 CFR Part 600 applicable to biological
products.

      


      4.    
Term.
MMB’s obligation to provide storage services under these Terms and Conditions
shall take effect on the effective date of the PSA and shall remain effective
until the earlier of the Termination Date set forth in Section 6 and the
termination date of the PSA. Upon the termination of the PSA, Sponsor may renew
MMB’s storage services for successive annual periods by providing written notice
of such renewal to MMB no later than thirty (30) days prior to the termination
of the PSA. Each annual renewal period shall renew automatically, commencing on
January 1 and ending on December 31 of each year, except that the initial
renewal period will commence on the termination date of the PSA and end on
December 31 of that year, with storage fees for the initial period prorated
accordingly. . The initial term and subsequent renewal periods are each referred
to herein as a “Storage
Period.”

      


      5.    
Storage Fees. During
the effective period of the PSA, Sponsor shall pay all storage fees in the
amounts and at the times set forth in the Price and Payment Schedule of the PSA.
Thereafter, Sponsor shall pay in advance the fee for each annual Storage Period
in amounts set forth in MMB’s then current standard storage fee schedule. All
invoices are payable in United States dollars. All payments must be made via
cash or check. Sponsor shall be responsible for costs associated with MMB’s
collection of sums due and owing to it pursuant to these Terms & Conditions
including, without limitation, reasonable attorneys’ fees and expenses,
collection agency fees, and court costs.

      


      6.    
Termination.
Notwithstanding any other provisions herein, MMB’s obligations to provide
storage services to Sponsor shall terminate upon the happening of any of the
following events (each, a “Termination
Event”):

      


      (a)    
Termination or expiration of the PSA for any reason without the Sponsor having
elected to renew for an annual storage term;

      


      (b)    
Written instruction of Sponsor directing MMB to transfer all Stored Materials to
another storage facility;

      


      (c)    
Written instruction of Sponsor directing MMB to destroy all Stored
Materials;

      


      (d)    
Failure of Sponsor to pay any storage fee within ten (10) days after the date of
any notice of delinquency from MMB to Sponsor, it being understood that
termination for such non-payment shall not excuse Sponsor of its obligation to
pay delinquent fees;

      


      (e)    
Termination by Sponsor of MMB’s storage services after thirty (30) days written
notice of termination to MMB;

      


      (f)    
Termination by MMB of MMB’s storage services after thirty (30) days written
notice of termination to Sponsor.

      


      Upon the
occurrence of any Termination Event, all obligations of MMB for storage of
Sponsor’s Stored Materials shall cease. Sponsor shall make arrangements for
release, destruction or other disposition of any remaining Stored Materials
within thirty (30) days. IF SPONSOR FAILS TO MAKE SUCH ARRANGEMENTS WITHIN SUCH
TIME PERIOD, THE STORED MATERIALS WILL BE DEEMED ABANDONED AND MMB MAY, AT ITS
SOLE DISCRETION, DESTROY ALL STORED MATERIALS REMAINING IN STORAGE WITH MMB. MMB
ACCEPTS NO RESPONSIBILITY FOR LOSS OF STORED MATERIALS DESTROYED BY MMB BECAUSE
OF SPONSOR’S ABANDONMENT. There shall be no refund of storage fees upon
termination of MMB’s storage services pursuant to paragraphs (a) – (e) above. A
pro-rata refund of storage fees shall be paid by MMB to Sponsor if MMB
terminates its storage services pursuant to paragraph (f) of this Section
6.

      


      7.     Delivery
of Stored Materials. In the event that MMB is directed by Sponsor to
deliver any Stored Materials to any person, risk of loss for the Stored
Materials shall be the responsibility of Sponsor upon release of the Stored
Materials from MMB’s premises (FOB shipping point) to a shipper that has been
selected and approved by Sponsor. Sponsor shall have the obligation and the sole
responsiblity to ensure to its own satisfaction that such carrier carries
adequate insurance.

      


      8.     Excused
Performance. MMB shall not be responsible for any damage or destruction
of the Stored Materials due to causes beyond its reasonable control, including
but not limited to acts of God, governmental actions, fire, smoke, labor
difficulty, shortages, war, revolution, civil disturbances, terrorism, sabotage,
blockade, embargo, explosion, transportation problems, interruptions of power or
of communications, failure of suppliers or subcontractors, or natural
disasters.

      


      9.     Limitation
of Liability. SPONSOR ACKNOWLEDGES THAT THERE ARE INHERENT RISKS IN THE
PROCESS OF FREEZING AND THAWING THE STORED MATERIALS AND AGREES THAT MMB SHALL
NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR DESTRUCTION OF THE STORED MATERIALS AS
LONG AS MMB HAS COMPLIED WITH THE STORAGE CONDITIONS SET FORTH IN SECTION 3. THE
PARTIES ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF LOSS, DAMAGE OR DESTRUCTION
OF THE STORED MATERIALS FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, AS A RESULT OF MMB’S NEGLIGENCE OR ITS BREACH OF THESE TERMS &
CONDITIONS, SPONSOR’S REMEDY SHALL BE LIMITED TO THE STORAGE FEE PAID BY SPONSOR
FOR THE STORAGE PERIOD IN WHICH SUCH LOSS, DAMAGE OR DESTRUCTION OCCURRED. IN NO
EVENT SHALL MMB BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LOSS OF BUSINESS, WHETHER
FORESEEABLE OR NOT), OCCASIONED BY ANY BREACH UNDER THESE TERMS & CONDITIONS
OR ANY OTHER CAUSE OR CLAIM WHATSOEVER, WHETHER BASED ON NEGLIGENCE OR
OTHERWISE. SPONSOR’S FAILURE TO ASSERT A CLAIM IN WRITING WITHIN THIRTY (30)
DAYS OF MMB’S NOTICE TO SPONSOR OF THE LOSS, DAMAGE OR DESTRUCTION OF STORED
MATERIALS SHALL BE DEEMED TO BE SPONSOR’S ABSOLUTE AND UNEQUIVOCAL WAIVER OF ANY
AND ALL CLAIMS RELATING TO SUCH LOSS, DAMAGE OR DESTRUCTION. SPONSOR WARRANTS
THAT IT CARRIES PROPERTY INSURANCE FOR THE FULL REPLACEMENT VALUE OF THE STORED
MATERIALS.

      


      10.     Indemnification.
Sponsor shall defend, indemnify and hold harmless MMB, its directors, officers,
employees and agents (collectively the “MMB Indemnitees”)
from and against any and all liability, loss, expense (including reasonable
attorneys’ fees), or third party claims for injury or damages (collectively,
“Liabilities”)
arising out of the MMB’s storage of the Stored Materials, provided that Sponsor
shall have no obligation to indemnify the MMB Indemnitees for any portion of a
Liability that arises from the negligence or willful misconduct of the MMB
Indemnitees or from their breach of these Terms & Conditions.

      


      11.     Assignment.
Except in connection with a permitted assignment under the PSA, Sponsor may not
assign its rights or obligations under these Terms & Conditions, whether in
whole or in part, to any third party without MMB’s prior written approval, which
approval may be withheld by MMB in its sole discretion.

      


      12.     General.
These Terms & Conditions shall be construed in accordance with the laws of
the State of California without regard to conflict of laws principles. These
Terms & Conditions and the applicable provisions of the PSA set forth the
entire agreement of the parties with respect to the providing of storage
services by MMB. Sponsor’s execution of the PSA constitutes Sponsor’s acceptance
of and agreement to these Terms & Conditions in their entirety. In the event
of a conflict between the PSA and these Terms & Conditions, the terms herein
shall govern. Each provision of these Terms & Conditions shall be construed
as separable and divisible from every other provision and that the
enforceability of any one provision shall not limit the enforceability of any
other provision(s) hereof. The section headings contained in these Terms &
Conditions are for reference purposes only and shall not affect the meaning or
interpretation hereof. No waiver by MMB or Sponsor of any default of the other
hereunder shall be deemed to be a waiver of any subsequent default. These Terms
& Conditions shall remain in effect until modified by MMB, which
modifications shall take effect when communicated by MMB to
Sponsor.

    

                    


    
      
      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
F

    


    
      
        
          
            
              	
                      

                    	 
      	
                       

                      Project
      Start Order

                      (Sample)

                    


            

          

        

      

    

    


    
      
        	
                Client

              	 
      	 
      	 
      	
                Contract
      Name

              	 
      
	
                Client
      Code

              	 
      	
                MM-077

              	 
      	
                Project
      Name

              	 
      
	
                Client
      Contact

              	 
      	 
      	 
      	
                LN
      or DEV no.

              	 
      


      

    

    


    1.
Project Type (circle appropriate Type)

    
      
        	
                Name

              	 
      	
                Use of Product

              	 
      	
                Type of Report

              	 
      	
                Manufacturing Site

              	 
      	
                Records

              
	
                PD

              	 
      	
                None

              	 
      	
                Data
      Only

              	 
      	
                PD

              	 
      	
                Notebook

              
	
                Pilot
      or Tech Transfer

              	 
      	
                Animal

              	 
      	
                Development
      Report

              	 
      	
                PD

              	 
      	
                Draft
      Batch Records

              
	
                Shakedown
      or Clinical 

                Fill
      & Finish

              	 
      	
                Animal/Human

                Human

              	 
      	
                CofC

                CofC

              	 
      	
                GMP

                GMP

              	 
      	
                Batch
      Records

                Batch
      Records

              


      

    

     

    2.
Materials

     ̈ All materials necessary
are in-house

     ̈ The
following critical materials still need to be received (attached)

    


    3.
Equipment

     ̈ All equipment necessary is
in-house

     ̈ The following critical
pieces of equipment still need to be received (attached)

     

    4.
Timeline*


    
      
        
          
            	
                    Thaw
      date: week of _____/_____/200___

                  
	
                    Harvest
      date: week of _____/_____/200___

                  
	
                    Fill
      date: week of _____/_____/200___

                  


          

        

      

    

     

    * All
scheduling dates are based on information provided above in collaboration with
Sponsor and the known capacity available at Molecular Medicine BioServices.
SPONSOR acknowledges that project delays by SPONSOR after signature of this
Project Start Order will result in delay fees as provided in the Contract.
SPONSOR acknowledges that project cancellations by SPONSOR after signature of
this Project Start Order will result in cancellation fees as provided in the
Contract.

     

    I hereby
direct Molecular Medicine BioServices to hard schedule the project described
above.

     

    SPONSOR

     

    
      
        
          	
                  By:

                	
                  (Sample)

                	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      	
                  Date

                	 
      
	 
      	
                  Title