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**Exhibit 10.43**

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Portions of this exhibit marked [*] are requestedto be treated confidentially.

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**MANUFACTURING EXPANSION SERVICES AGREEMENT**

 

This Services Agreement(this “Agreement”) is entered into, effective as of January 17, 2014 (the “***Effective Date***”),by and between Cognate BioServices, a Delaware corporation (Cognate”), and Northwest Biotherapeutics, a Delaware corporation(“NW Bio”).

 

**RECITALS**

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WHEREAS, NW Bio is inthe business of developing immune cell therapies for cancer, and Cognate is in the business of manufacturing clinical grade cellularproducts on a contract services basis;

 

WHEREAS, NW Bio and Cognatepreviously entered into a Services Agreement for the production of NW Bio’s DCVax® Products by Cognate (the “PriorServices Agreement”) and the Conversion and Lock-Up Agreement (the “Lock-Up Agreement”);

 

WHEREAS, Cognate has dedicatedcGMP facilities and other facilities to NW Bio programs, and conducted all of NW Bio’s physical operations including allcollections of patient tumor tissues and leukapheresis materials from clinical sites, all manufacturing, quality control, cryopreservationand banking of all DCVax® Products, and all distribution and logistics to the point of care throughout the US, as well as managementand oversight of all such functions in Europe and Israel;

 

WHEREAS, both the quantityand the scope of services NW Bio has requested that Cognate provide greatly exceed the maximum scope and amounts contemplated orprovided for in the Prior Services Agreement [*];

 

WHEREAS, NW Bio desires[*];

 

WHEREAS, NW Bio has requestedCognate to provide all necessary services to identify and evaluate potential sites for the manufacturing expansion [*];

 

[*];

 

[*];

 

WHEREAS, the parties alsodesire to update and reformulate their existing Prior Services Agreement into a more comprehensive and complete set of four agreementsincluding (i) this Manufacturing Expansion Services Agreement; (ii) a DCVax-L Manufacturing and Services Agreement, (iii) a newDCVax-Direct Manufacturing and Services Agreement, and (iv) a new Ancilliary Services Agreement.

 

 

 

[*] Confidential treatment requested; certain information omittedand filed separately with the SEC.

  

**AGREEMENT**

 

**Now,Therefore**, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenantshereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows:

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**SECTION 1:    SERVICES**

 

**1.1    Scopeof Services.**

 

Cognate will provideto NW Bio, on the terms and conditions set forth herein, the services required to identify, select, develop, obtain regulatoryapprovals for, and put into operation [*] expanded manufacturing facilities (collectively, the “Manufacturing Expansion Services”or the “Services”). Cognate will engage experts and other third parties as appropriate to assist with such services[*]. Such Services will include the following:

 

1.1.1    Identification,Evaluation, Selection and Acquisition of [*] Sites: Cognate will identify [*] sites which may be suitable for, or may be adaptedfor, manufacturing of DCVax® Products. Cognate will will undertake evaluation of such [*] sites [*].

 

1.1.2    Designand Engineering: For the [*] sites that are acquired, Cognate will develop the facility layout and design, [*].

 

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1.1.8    OtherServices: In addition to the services provided for under the foregoing Sections 1.1.1 through 1.1.7, the parties will determineany other services which may be required for manufacturing expansion, and the parties will develop work plans, timelines and budgetsfor execution of such other services by Cognate pursuant to this Agreement.

 

**1.2    ManufacturingExpansion Locations**

 

The parties currentlyanticipate that the manufacturing of DCVax® Products will be structured on a regional basis, [*]. This regional approach willenable the tumor tissue collections and leukapheresis collections to reach the manufacturing facilities within the necessary timewindows, while also enabling efficient operations with economies of scale.

 

 

[*] Confidential treatment requested; certain information omittedand filed separately with the SEC.

  

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**SECTION 2:    PAYMENTS**

 

**2.1    PaymentTerms for Manufacturing Expansion Services**

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**2.1.1** The partieswill determine and agree upon the payment terms for the Manufacturing Expansion Services described in Section 1 hereof, subjectto the provisions of Section 2.5.2 hereof (for payment of at least half of all Ancillary Services Invoices in stock, with fiftypercent (50%) warrant coverage, [*], and such payment terms will be included in the sub-agreements or work orders for such Servicesthat are to be attached hereto as Exhibits. The parties will negotiate and decide all such payment terms in good faith on marketbased terms, with due consideration of any special factors, such as accelerated timetables and related extra costs and difficulties.

 

**2.1.2** For ManufacturingExpansion Services which require dedicated equipment and/or facilities, the payment terms will include billing of the costs andfees relating to such equipment and facilities to NW Bio. Likewise, for Manufacturing Expansion Services which require dedicatedpersonnel and/or systems or operations, the payment terms will include capacity charges as well as usage charges. The payment termsfor Manufacturing Expansion Services will cover a specified amount of such Services (e.g., for a specified site or facility), determinedby NW Bio. For Services in excess of the amounts NW Bio has contracted for, the payment terms will require payment at substantialpremium levels to cover the excess costs and difficulties of Cognate providing Services in excess of the amounts that NW Bio haschosen and contracted for, and that have been budgeted and planned for.

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**2.1.3** If Cognatesub-contracts, retains or otherwise arranges for third party experts or others to perform certain Manufacturing Expansion Services,Cognate will undertake technology transfer to such third parties as needed, and will supervise and oversee performance of suchServices by such third parties as needed (collectively, the “Supervisory Services”), [*]. NW Bio will pay Cognate feesfor the Supervisory Services, and the amounts of such Supervisory Fees will be included in the applicable sub-agreement or workorder that is attached hereto as an exhibit and covers such Services**.**

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[*] Confidential treatment requested; certain information omittedand filed separately with the SEC. 

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**2.2    Milestoneand Initiation Payment**

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Upon execution ofthis Agreement, NW Bio will make an aggregate upfront payment (the “Milestone and Initiation Payment”) to Cognatecovering extensive preparatory work and an initiation payment relating to the initiation of substantial ManufacturingExpansion Services on an urgent basis under this Agreement. NW Bio acknowledges and agrees that Cognate’s performanceof Manufacturing Expansion Services to date, including on an accelerated timetable, before even having an agreement in place,have been of great value to NW Bio. NW Bio now needs a further expanded scope and amount of Manufacturing Expansion Services.NW Bio will make Milestone and Initiation payments in connection with the launch of greatly expanded Manufacturing ExpansionServices pursuant to this Agreement, and in connection with milestones reached hereunder. The initial Milestone andInitiation Payment will be made in the form of 1,071,287 shares of NW Bio Common Stock and Warrants exercisable for 511,142shares of NW Bio Common Stock, with an exercise price of four dollars ($4.00) per share, an exercise period of five (5) yearsfrom issuance, cashless exercise provisions and most favored nation provisions. NW Bio will also make milestone payments toCognate upon the achievement of mutually agreed operational milestones. Such milestones will be included in the ongoingsub-agreements or work orders attached hereto as Exhibits, and/or may be otherwise agreed by the parties. The securities issued to Cognate hereunder will be subject to a lock-up for up to thirty (30) months fromissuance, or such longer period as the parties may mutually agree. NW Bio will compensate Cognate for such-lock up on market basedterms, and such terms will be subject to most favored nation provisions with respect to any securities issuances, agreements orexercises involving any other investor or creditor. Under the lock-up, Cognate will be prohibited from selling or trading the coveredsecurities in the market.

 

**2.3    Reimbursementof Expenses**

 

In addition to thepayments for the services and expenses provided in this Section 2, NW Bio will reimburse all expenses, including travel-relatedcosts, incurred by Cognate in performing any Services hereunder, and will pay an appropriate per diem amount.

 

**2.4          AnnualCost of Living Increases**

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All payment amountsprovided for pursuant to this Agreement will be subject to an annual increase of three percent (3%). The first increase will beeffective on the 12 month anniversary of the Effective Date this Agreement.

 

**2.5          Formand Timing of Payments**

 

**2.5.1** Paymentof Manufacturing Expansion Services Bills will be due within fifteen (15) after the invoice date. In the event that NW Bio failsto pay any Manufacturing Expansion Services Bills within fifteen (15) days after the invoice date, then commencing thirty (30)days after the invoice date and continuing until paid in full by cash and/or stock, the overdue amount will bear default interestat the rate of one and one-half percent (1-1/2%) per month. If any collection action is undertaken to collect unpaid amounts, NWBio will pay all fees and costs associated with such collection actions including, without limitation, reasonable attorneys’fees, as incurred.

 

**2.5.2** At leasthalf of all Manufacturing Expansion Services Bills during the first eighteen (18) months following the Effective Date of this Agreement(the “Conversion Period”) will be paid in shares of NW Bio Common Stock, with the remaining portions of such ManufacturingExpansion Services Bills paid in cash. [*] The conversion price for any conversions after the Conversion Period will be jointlydetermined by the parties, based upon market factors. With respect to any shares of NW Bio Common Stock to be issued hereunder,Cognate may elect to receive unregistered shares immediately (with registration rights as provided herein) or to receive registeredshares on the earliest date that any registered shares are issued to any other investors after the invoice date of the ManufacturingExpansion Services Bill being converted.

 

 

[*] Confidential treatment requested; certain information omittedand filed separately with the SEC.

  

**2.6    MostFavored Nation Terms**

 

Notwithstanding anythingto the contrary herein, or in any other document or source, any amounts owed that are paid by NW Bio in shares, warrants and/orother securities of any kind (including RSUs, convertible debt securities or other) issued or issuable in connection with thisAgreement (including any subsequent amendments hereof), will be subject to adjustment on a most favored nation basis relative tothe terms provided to any other investor or creditor of NW Bio during the Term of this Agreement or the Lock-Up Agreement, at Cognate’selection, so that the terms of all shares, warrants and/or other securities issued or issuable under this Agreement will have termsno less favorable to Cognate than the terms of any shares, warrants and/or other securities issued or issuable to any other investoror creditor during the Term of this Agreement. For the avoidance of doubt, the application of most favored nation treatment willinclude not only the price and terms of securities issued but also the addition of, and terms relating to, additional securities,and additional rights and/or benefits to the investor or creditor (including warrants, rights of first refusal, registration rights,pre-emptive rights, and/or other securities, rights or benefits). Such most favored nation adjustments may be implemented at anytime or times after being triggered by terms provided to other investors or creditors, and may be triggered on multiple occasionswith respect to a particular security issued hereunder.

 

**2.7    [*]**

 

[*]

 

**SECTION 3:    CONFIDENTIALITY**

 

In connection with thisAgreement, the parties will execute and maintain a mutual Confidential Disclosure Agreement substantially in the form attachedhereto as an exhibit.

 

**SECTION 4:    REPRESENTATIONSAND WARRANTIES**

 

**4.1    AgreementDuly Authorized; Valid and Binding Obligations**

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Cognate and NW Bio eachhereby represents and warrants, severally and not jointly, that:

 

4.1.1    Suchparty is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction wheresuch party is domiciled, and has all necessary power and authority to (i) own, operate and occupy its properties and to carry onits business as presently conducted and (ii) enter into this Agreement and the other agreements, instruments and documents contemplatedhereby, and to consummate the transactions contemplated hereby and thereby. Such party is qualified to do business and is in goodstanding in each jurisdiction in which the failure to so qualify would have a material adverse effect.

 

 

[*] Confidential treatment requested; certain information omittedand filed separately with the SEC.

  

4.1.2    Allnecessary corporate or other proceedings, votes, resolutions, consents, waivers and approvals relating to the sale and purchaseof shares have been completed by the applicable party. Upon execution, this Agreement will constitute a valid and legally bindingobligation of the party, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limitedby laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

 

**4.2    ValidIssuances; No Violation**

 

NW Bio hereby representsand warrants that:

 

Upon issuance hereunder,each conversion share will be validly issued, fully paid and non-assessable. The execution, delivery, performance, issuance, saleand delivery of this Agreement and compliance with the provisions hereof by NW Bio will not (a) violate any provision of NW Bio’scertificate of incorporation or bylaws or, to the knowledge of NW Bio, any law, statute, rule or regulation applicable to NW Bio,or any order, judgment or decree of any court, arbitrator, administrative agency or other governmental body applicable to NW Bioor any of its assets or (b) conflict with or result in any material breach of any of the terms or conditions of any agreement orinstrument to which NW Bio is a party, or give rise to any right of termination, cancellation or acceleration under any such agreementor instrument, or result in the creation of any lien or other encumbrance upon any of the material assets of NW Bio.

 

**4.3    NoWarranties of Merchantability or Fitness**

 

EXCEPT AS EXPRESSLYSET FORTH IN THIS AGREEMENT, COGNATE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, WITH RESPECT TO ANY MANUFACTURING EXPANSION SERVICESRENDERED HEREUNDER, OR ANY TECHNOLOGY THAT MAY BE USED IN OR INCORPORATED INTO SUCH SERVICES, OR ANY EQUIPMENT OR FACILITIES DEVELOPED,PROVIDED OR USED IN CONNECTION WITH SUCH SERVICES, OR ANY PRODUCTS PRODUCED HEREUNDER.

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**SECTION 5:    INSURANCE,INDEMNIFICATION, LIABILITY**

 

**5.1    NWBio Insurance Obligations**

 

NW Bio is requiredto obtain and to maintain throughout the term of this Agreement, in such amounts as are reasonably acceptable to Cognate, (a) clinicaltrial insurance covering all clinical trials of its DCVax® Products, (b) all-risks umbrella insurance, (c) product liabilityinsurance covering the distribution, use and administration of DCVax® Products to patients in expanded access, early accessand compassionate use programs as well as in commercialization, and (d) such other insurance as is reasonable or customary in theindustry. Cognate will be a named insured and beneficiary on all such insurance coverages.

 

  

**5.2    CognateInsurance Obligations**

 

Cognate is requiredto obtain and to maintain throughout the term of this Agreement, in such amounts as are reasonably acceptable to NW Bio, (a) productliability insurance covering the manufacture of its DCVax® Products by Cognate, and (b) such other insurance as is reasonableor customary in the industry. NW Bio will be a named insured and beneficiary on all such insurance coverages.

 

**5.3    Indemnification**

 

In addition to allrights and remedies available to Cognate at law or in equity, NW Bio will indemnify and hold harmless Cognate and its successors,assigns, affiliates and their respective present and former directors, officers, partners, employees, agents, representatives,shareholders, successors and assigns (each an "Indemnified Party") to the fullest extent permitted by law from and againstall costs, expenses, losses, claims, damages, liabilities, [*] (the foregoing, collectively, “Damages”) (a) arisingfrom or pursuant to or relating to this Agreement and/or any transactions or services contemplated hereunder, including any treatmentof patients and any claims for refunds or Damages by or on behalf of patients and/or medical personnel; (b) arising from or relatingto any changes from the original agreement of the parties as described herein, or arising or relating to a delayed agreement, orarising from or relating to delayed payment, delayed conversions and/or delayed issuances hereunder beyond the applicable ManufacturingServices Bill dates or other applicable reference dates and/or the most favored nation price applicable to such Manufacturing Billconversions, or to the Milestone and Initiation Payments, and (c) arising from or relating to any use or administration to patientsof DCVax® Products manufactured by Cognate, provided that Cognate has manufactured such DCVax® Products substantially inaccordance with the applicable specifications or SOPs for such DCVax® Products and/or with commercially reasonable deviationfrom such SOPs. NW Bio will pay all fees and expenses (including reasonable attorneys’ fees), as incurred, which are incurredby or on behalf of an Indemnified Party, or to which an Indemnified Party may become subject, in connection with any matters coveredby this indemnification and/or in connection with investigating, preparing, pursuing, defending and resolving any threatened orpending claim, action, proceeding or investigation (collectively, “Proceedings") arising therefrom, whether or not suchIndemnified Party is a formal party to such Proceedings.

 

**SECTION 6:    TERMAND TERMINATION**

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**6.1    Term**

 

This Agreementwill remain in force until the later of  until the later of seven (7) years from the Effective Date (the “Term”)or five (5) years after the first commercial sales of DCVax®Products pursuant to a Biologics License Application or marketing authorization (not a compassionate use, earlyaccess, expanded access or similar authorization), unless terminated earlier pursuant to Section 6.2.

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**6.2    Termination**

 

Either party may terminatethis Agreement in the event of a material breach by the other party which remains uncured after notice of such breach for a periodof thirty (30) days in the case of a monetary breach, or a period of one hundred twenty (120) days in the case of a non-monetarybreach that is material to the contract taken as a whole. The non-breaching party will have all remedies for breach available atlaw and in equity, including injunction or specific performance, regardless of whether such party elects to terminate this Agreementor not.

 

**SECTION 7:    REGISTRATION**

 

**7.1.    UnregisteredShares.**

 

For any conversionshares issued hereunder which are unregistered under the Securities Act of 1933, as amended (the “**Securities Act**”)at the time of issuance, the certificates evidencing such unregistered conversion shares may, if necessary, bear the followinglegend (or a substantially similar legend) and such other legends as may be required by applicable laws:

 

“THESESECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THEACT OR UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”

 

**7.2    Registration.**

 

Cognate will be entitledto “piggyback” registration rights, with respect to all unregistered conversion shares issued hereunder and all othershares and securities of NW Bio owned by Cognate and its affiliates, in any registrations effected by NW Bio until all such sharesand securities have been registered. NW Bio will use commercially reasonable efforts to complete such registrations by the earlierof six (6) months after the Effective Date of this Agreement or six (6) months after issuance during the Term of this Agreement.

 

**7.3    RegistrationCosts.**

 

NW Bio will bear all costsand expenses (including attorneys’ fees) relating to the preparation and filing of all registrations which NW Bio is requiredto undertake pursuant to this Agreement.

 

  

**SECTION 8:    MISCELLANEOUS**

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**8.1    GoverningLaw**

 

This Agreement will be governedby and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.

 

**8.2    EntireAgreement**

 

This Agreement (includingall exhibits hereto, which are automatically incorporated herein by reference when added hereto during the Term of this Agreementin accordance with this Agreement) constitutes the entire agreement of the parties with respect to the subject matter hereof, andsupersedes all prior agreements, understandings, promises or undertakings with respect to the subject matter hereof, provided however,that this Agreement is part of a package of agreements which also includes a DCVax®-L Services Agreement, DCVax®-DirectServices Agreement and Manufacturing Expansion Services Agreement.

 

**8.3    Amendments**

 

Except as otherwise expresslyprovided herein, this Agreement may not be amended except by a written instrument signed by both parties hereto.

 

**8.4    Survival**

 

The provisions of Sections2 – 5, and 7 hereof will survive the expiration or termination of this Agreement until expiration of the applicable statuteof limitations.

 

**8.5    Notices**

 

Any notices, consents,waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and willbe deemed to be effective upon delivery when delivered (a) personally; (b) by facsimile or email, provided a copy is mailed nolater than the next business day through a nationally recognized overnight delivery service; or (c) by overnight delivery througha nationally recognized overnight delivery service, in each case properly addressed to the receiving party at such address or facsimilenumber as the receiving party has furnished to the sending party in writing.

 

**8.6    Severability**

 

If one or more provisionsof this Note are held to be unenforceable under applicable law, then (i) such provision will be excluded from this Note, (ii) thebalance of the Note will be interpreted as if such provision were so excluded, (iii) the balance of the Note will be enforceablein accordance with its terms, and (iv) the parties will negotiate in good faith to amend or add to the provisions of this Noteto effectuate as nearly as reasonably practicable, and as nearly as permitted under applicable law, the original intent of theparties with respect to the provision excluded.

 

  

**8.7    Successorsand Assigns**

 

Except as otherwise expresslyprovided herein, the provisions hereof will be binding upon, and inure to the benefit of the respective successors, assigns, heirs,executors and administrators of the parties hereto. Neither party hereto may transfer all or any portion of its rights under thisAgreement to a third party other than an affiliate without the prior written consent of the other party hereto.

 

**8.8    Interpretations**

 

All pronouns and any variationsthereof will be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or personsor entity or entities may require. All references to “$” or dollars herein will be construed to refer to United Statesdollars. The titles of the Sections and subsections of this Agreement are for convenience or reference only and are not to be consideredin construing this Agreement. All references to “including” will be deemed to mean “including, without limitation.”

 

**8.9    Severability**

 

If any provision of thisAgreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisionswill not in any way be affected or impaired thereby.

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**8.10    NoWaiver**

 

No delay by a party heretoin exercising or enforcing any rights hereunder will be deemed to be any waiver of such rights. No partial waiver of any rightor occurrence hereunder will be deemed to be any broader waiver, or waiver of any other right or occurrence, and no waiver on oneoccasion shall be deemed to be a waiver on any other occasion.

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**8.11    Counterparts**

 

This Agreement may be executedin counterparts, each of which when so executed and delivered will constitute a complete and original instrument but all of whichtogether will constitute one and the same agreement, and it will not be necessary when making proof of this Agreement or any counterpartthereof to account for any counterpart other than the counterpart of the party against whom enforcement is sought.

 

[signatures on followingpage]

 

 

IN WITNESS WHEREOF, theparties have executed this Manufacturing Expansion Services Agreement effective as of the date first set forth above.