CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. A COMPLETE
VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 


 


 


SERVICES AGREEMENT


 


 


This Services Agreement is entered into,
effective as of April 1, 2011 (the “Effective Date”), by and between Cognate BioServices, a Delaware
corporation (Cognate”), and Northwest Biotherapeutics, a Delaware corporation (“NWBT”).


 


 


RECITALS


 


WHEREAS, NWBT is in the business of developing
immune cell therapies for cancer, and Cognate is in the business of manufacturing clinical grade cellular products on a contract
services basis;


 


WHEREAS, NWBT and Cognate previously entered
into a Services Agreement for the production of NWBT’s DCVax® Products by Cognate (the “Prior Services Agreement”);


 


WHEREAS, the parties desire to enter into
a new Services Agreement to extend the contract manufacturing and related services by Cognate for the manufacture of various DCVax®
Products for clinical trials and for subsequent commercialization; and


 


WHEREAS, the parties also desire to update
their existing Quality Agreement and ensure that this new Services Agreement meets the requirements set forth in such Quality Agreement.


 


 


AGREEMENT


 


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


 


SECTION 1: SERVICES


 


Cognate will provide
to NWBT, on the terms and conditions set forth herein, Manufacturing Services as provided in Section 1.1, Storage Services as provided
in Section 1.2 and Shipping Services as provided in Section 1.3. The foregoing Manufacturing, Storage and Shipping Services, collectively,
may be referred to herein as the “Services.” If requested by NWBT, Cognate may also provide Clinical Support Services
as provided in Section 1.4, Development Services as provided in Section 1.5 and/or Recordkeeping Services as provided in Section
1.6. Such Clinical Support Services, Development Services and/or Recordkeeping Services are not included in the Services, and will
be the subject of separate agreements, which will be attached hereto and incorporated herein by reference upon execution.


 






    	 



    	 	



    
 


1.1 Manufacturing
Services


 


1.1.1 Scope of Manufacturing
Services. In the U.S., Cognate will provide manufacturing and related services for the production of NWBT’s DCVax®
products including, without limitation, DCVax®-L, DCVax®-Direct and DCVax®-Prostate (collectively, the “DCVax®
Products”). Such manufacturing and related services shall include both the manufacturing of the DCVax® Products and the
related services necessary for release of the DCVax® Products for administration to human patients (including, without limitation,
materials management, quarantined inventory, quality control, quality assurance, sterility testing, potency assays and lot release)(the
foregoing, collectively, “the Manufacturing Services”). The Manufacturing Services do not include any services after
product release at Cognate’s cGMP manufacturing facility and delivery by Cognate to the shipping company.


 


Outside the U.S., Cognate
will either perform the Manufacturing Services or oversee and manage the performance of the Manufacturing Services by third parties,
provided that NWBT pays for such services in accordance with Section 2 hereof.


 


1.1.2 Manufacturing
Services Capacity. Cognate will commit to providing the necessary facilities and personnel for production of DCVax® Products
for such number of patients as is equal to the number of patients for which NWBT pays [*] pursuant to Sections 2.1.1
and 2.1.2 herein. If NWBT requests production of DCVax® Products for patients in excess of the numbers of patients covered
in the [*], Cognate will use commercially reasonable efforts to accomplish such excess production as requested, provided
that NWBT pays for such services in accordance with Section 2 hereof.


 


1.1.3 Regulatory
Standards. The Manufacturing Services will be carried out in accordance with current Good Manufacturing Practices (“cGMP”)
requirements established by the U.S. Food and Drug Administration (“FDA”), or the equivalent requirements established
by the applicable regulators outside the U.S.


 








[*] Certain information on this page
has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portion.


 






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1.2 Cryopreserved
Storage


 


In addition to the Manufacturing
Services, Cognate will undertake the cryopreserved storage of DCVax® Products including, without limitation, the initial freezing
of DCVax® Products, bar coding or other inventory identification, preparation for shipment and preparation for tracking as
provided in Section 1.5 (collectively, the “Storage Services”), provided that NWBT pays for such services in accordance
with Section 2 hereof.


 


1.3 Shipping and
Distribution 


 


Cognate will identify
and work with shipping companies for the collection and shipping of leukapheresis liquids and tumor tissue to Cognate, and the
delivery of finished DCVax® Products from Cognate to the applicable medical facility or physician (collectively, the “Shipping
Services”), provided, that NWBT pays or reimburses all costs relating to such shipping and distribution, and provided that
NWBT pays for such services in accordance with Section 2 hereof.


 


1.4 Clinical Support
Services


 


If NWBT requests any
services from Cognate relating to the evaluation, preparation, training, initiation and/or support of clinical trial sites for
clinical trials of DCVax® Products, NWBT and Cognate will enter into separate agreements for such services (collectively, the
“Clinical Support Services”), and each such separate agreement will be attached as part of Exhibit A (Exhibit
A-1, A-2, etc.), and incorporated herein by reference. Such Clinical Support Services may include, without limitation, traveling
to clinical sites, training various on-site staff in regard to collection, processing, shipping and handling of tumors tissues
that are to be used in the production of DCVax® Products by Cognate, as well as scheduling and reserving of manufacturing slots,
scheduling and management of delivery of finished DCVax® Products to the hospital’s pharmacy and to the patients, and
other clinical matters. Each such separate agreement will include the scope and nature of work, and the payment and cost reimbursement
provisions.


 


1.5 Development
and Validation Services


 


If NWBT requests any
services from Cognate relating to development of new, modified or improved products, manufacturing processes (including, without
limitation, automation, closed systems, or IT infrastructure), quality assurance (“QA”) or quality control (“QC”)
processes, cryopreservation, or other aspects of producing, storing, distributing, delivering and/or tracking any DCVax® Products
(collectively, the “Development Services”), NWBT and Cognate will enter into a separate agreement for each such development
work, and each such separate agreement will be attached as part of Exhibit B (Exhibit B-1, B-2, etc.), and incorporated
herein by reference. Each such separate agreement will include the scope and nature of work, and the payment and cost reimbursement
provisions.


 






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1.6 Recordkeeping


 


Recognizing that certain
countries or jurisdictions require recordkeeping for cell therapy products for up to 15 years (or up to 30 years), the parties
acknowledge and agree that special arrangements are necessary for fulfillment of such long-term recordkeeping obligations (including,
without limitation, product and ingredient tracking, clinical data, adverse events data and other). Such arrangements are not included
in this Agreement, and will be NWBT’s responsibility.


 


As part of the Services
pursuant to this Agreement, Cognate will create initial sets of applicable records. NWBT will determine the nature and extent of
long-term recordkeeping required to meet legal and regulatory requirements in each country where NWBT operates or delivers products.
NWBT will enter into one or more agreements with third party specialists and/or with Cognate, separate from this Agreement, for
such long-term recordkeeping and product and ingredient tracking. Both NWBT and Cognate will have full access to all such records
and information at all times.


 


1.7 Quality Agreement


 


Under the prior Services
Agreement, the parties entered into a Quality Agreement which established the quality standards to be met in DCVax® Products,
the requirements for product release, the respective roles and responsibilities of NWBT and Cognate in these processes, the standards
and procedures for the handling of any deviations from the usual quality standards or product release requirements, and/or any
complaints, the processes and allocation of responsibilities for reporting of these matters, and related subjects. Within one hundred
eighty (180) days after the Effective Date of this Agreement, the parties will update such Quality Agreement consistent with the
terms of this Agreement, will attach it as Exhibit C hereto and incorporate it herein by reference.


 


SECTION 2: PAYMENTS


 


2.1 Payments for
Manufacturing, Storage and Shipping Services in the U.S.


 


2.1.1 [*]Payments.


 


[*]


 


2.1.2 [*]


 


The Manufacturing Services
do not include any repetition of some or all of the manufacturing processes (e.g., the processing of a second or subsequent leukapheresis),
nor any additional processing beyond the standard processing, unless such repetition or addition is required solely because the
initial processing by Cognate failed to be substantially in compliance with the applicable Standard Operating Procedures (“SOPs”)
and such failure was not attributable to conditions necessitating a deviation from the applicable SOPs (e.g., due to the quantity
or quality of tumor tissue, leukapheresis or adherent cells). NWBT will pay additional fees for such repetition and/or addition
of services. The amount of such fees will be jointly agreed prior to Cognate’s provision of the repeated or additional services
if time and circumstances permit. If time and circumstances do not permit such joint agreement, Cognate will determine, on a commercially
reasonable basis, in good faith, the amount of additional fees to be paid, and inform NWBT thereof; NWBT will then decide whether
or not that DCVax® is to be produced on the terms determined by Cognate or is not to be produced.


 


[*] 


 








[*] Certain information on this page
has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portion.


 






    	4



    	 



    
 


2.1.3 Start-up,
Expansion, Change, Reduction and/or Shut-down Costs, Capital Expenditures:


 


For each program and/or
facility that NWBT wants to start up, expand, upgrade, change, reduce or shut down, Cognate will prepare budgets for the costs
involved and the capital expenditures required. NWBT will review and approve the applicable budgets for the costs and the capital
expenditures involved in each such program or site start-up, expansion, upgrade, change, reduction or shut-down. NWBT will pay
the budgeted costs and capital expenditures. The [*] shut-down fee arrangement in the prior manufacturing services
agreement relating to the brain cancer program is carried over to and incorporated in this Agreement, as provided in Section 7.
Each approved budget pursuant to this Section 2.1.3 will be attached as part of Exhibit D (Exhibit D-1, D-2, etc.),
and incorporated herein by reference.


 


2.2 Payment for
Manufacturing, Storage and Shipping Services and/or Supervisory Services Outside the U.S.


 


[*] If Cognate
does not perform some or all of the Services itself, Cognate will undertake technology transfer to train third parties to perform
such Services, and Cognate will supervise and oversee performance of such Services by such third parties (the “Supervisory
Services”). [*] NWBT will pay Cognate fees for the Supervisory Services, with the amounts of such fees determined
on a case by case basis, according to the scope of such Supervisor Services involved. Each such arrangement will be attached as
part of Exhibit E (Exhibit E-1, E-2, etc.), and incorporated herein by reference.


 


2.3 Payment for
Clinical Support Services


 


The budgets and the payments
to be made by NWBT to Cognate for Clinical Support Services will be jointly determined, on a case by case basis for clinical trials
of DCVax® Products. Each such arrangement will be attached as part of Exhibit A (Exhibit A-1, A-2, etc.), and
incorporated herein by reference, as provided in Section 1.4.


 


 








[*] Certain information on this page
has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portion.


 






    	5



    	 



    
 


2.4 Payment for
Development Services


 


The budgets and the payments
to be made by NWBT to Cognate for Development Services will be jointly determined, on a case by case basis. Each such arrangement
will be attached as part of Exhibit B (Exhibit B-1, B-2, etc.), and incorporated herein by reference, as provided
in Section 1.5.


 


2.5 Reimbursement
of Travel Costs


 


In addition to the payments
for various services and expenses provided in this Section 2, NWBT will reimburse all travel-related costs incurred by Cognate
in performing any services hereunder. Such reimbursements will include appropriate per diem travel cost payments, to be jointly
agreed by the parties in connection with each set of services, and reimbursement of all travel-related costs not covered by agreed
per diem payments.


 


2.6 Taxes and Fees


 


NWBT will be responsible
for all taxes and fees arising from or relating to any services and expenses covered by this Agreement.


 


2.7 Credit Terms
and Collection Costs


 


If NWBT does not make
a payment or reimbursement when due, the outstanding unpaid amounts will accrue interest at a default interest rate of one and
one-half percent (1-1/2%) per month. If any collection action is undertaken to collect unpaid amounts, NWBT will pay all fees and
costs of such collection actions including, without limitation, reasonable attorney’s fees.


 


SECTION 3: CONFIDENTIALITY


 


Simultaneous with execution
of this Agreement, the parties will execute a mutual Confidentiality Agreement and such agreement will be attached hereto as Exhibit
F and incorporated herein by reference.


 


SECTION 4: REPRESENTATIONS
AND WARRANTIES 


 


4.1 No Warranties
of Merchantability or Fitness


 


EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, COGNATE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, WITH RESPECT TO ANY DCVAX® PRODUCTS OR ANY SERVICES
RENDERED HEREUNDER, OR ANY TECHNOLOGY THAT MAY BE USED IN SUCH SERVICES OR INCORPORATED INTO SUCH DCVAX® PRODUCTS.


 






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4.2 Agreement Duly
Authorized; Valid Obligations


 


Cognate and NWBT each
hereby represents and warrants, severally and not jointly, that:


 


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


 


4.2 All necessary corporate
or other proceedings, votes, resolutions, consents, waivers and approvals relating to the sale and purchase of shares have been
completed by the applicable party. Upon execution, this Agreement will constitute a valid and legally binding obligation 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 limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies.


 


SECTION 5: INSURANCE,
INDEMNIFICATION, LIABILITY


 


5.1 NWBT Insurance
Obligations


 


NWBT is required to obtain
and to maintain throughout the term of this Agreement, in such amounts as are reasonably acceptable to Cognate, (a) clinical trial
insurance covering all clinical trials of DCVax® Products, (b) all-risks umbrella insurance, (c) product liability insurance
covering the use and administration of DCVax® Products to patients, and (d) such other insurance as is reasonable or customary
in the industry. Cognate shall be a named insured and beneficiary on all such insurance coverages.


 


5.2 Cognate Insurance
Obligations


 


Cognate is required to
obtain and to maintain throughout the term of this Agreement, in such amounts as are reasonably acceptable to NWBT, (a) product
liability clinical trial insurance covering all DCVax® Products manufactured by Cognate, and (b) such other insurance as is
reasonable or customary in the industry. NWBT shall be a named insured and beneficiary on all such insurance coverages.


 






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5.3 Indemnification



 


In addition to all rights
and remedies available to Cognate at law or in equity, NWBT shall indemnify Cognate and its officers, directors, employees, stockholders,
partners, affiliates, advisors, agents, representatives, successors and assigns (collectively, the “Indemnified Persons”)
and pay on behalf of or reimburse such party for any losses, damages, or expenses, including, without limitation, reasonable attorneys’
fees and all amounts paid in investigation, defense or settlement of any of the foregoing, as incurred, which any Indemnified Person
may suffer, sustain or become subject to as a result of or in connection with any use or administration to patients of DCVax®
Products manufactured by Cognate, provided that Cognate has manufactured such DCVax® Products substantially in accordance with
the applicable specifications or SOPs for such DCVax® Products and/or with commercially reasonable deviation from such SOPs
as provided in Section 1.7 and/or Section 2.1.2.


 


5.4 No Consequential
Damages


 


Notwithstanding anything
to the contrary, in no event shall either party shall be liable hereunder, on any basis, for any indirect or consequential damages.


 


5.5 Re-Manufacturing;
Refunds 


 


In the event that Cognate’s
manufacture of a DCVax® Product fails to be substantially in compliance with the applicable SOPs and/or the DCVax® Product
fails to fulfill the product release requirements (each, a “Non-Compliant DCVax® Product”), and such failure was
not attributable to conditions necessitating a deviation from the applicable SOPs and/or preventing or substantially impeding
fulfillment of the product release requirements (e.g., due to the quantity or quality of tumor tissue, leukapheresis or adherent
cells), Cognate will be responsible for manufacturing a replacement of such Non-Compliant DCVax® Product, at Cognate’s
own expense, if such re-manufacturing is reasonably feasible and commercially reasonable. [*]


 


SECTION 6: TERM
AND TERMINATION


 


6.1 Term


 


This Agreement will remain
in force for five (5) years from the Effective Date (the “Term”), unless terminated earlier pursuant to Section 7.2.


 


6.2 Termination


 


Either party may terminate
this Agreement in the event of a material breach by the other party which remains uncured after notice of such breach for a period
of 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-monetary
breach.


 


 








[*] Certain information on this page
has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portion.


 






    	8



    	 



    
 


SECTION 7: MISCELLANEOUS


 


7.1 Governing Law


 


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


 


7.2 Entire Agreement



 


This Agreement (including
the Exhibits hereto), constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes
all prior agreements, understandings, promises or undertakings with respect to the subject matter hereof, including the prior
Services Agreement, provided however, [*].


 


7.3 Amendments


 


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


 


7.4 Survival


 


The provisions of Sections
2 - 5 herein will survive the expiration or termination of this Agreement until expiration of the applicable statute of limitations.


 


7.5 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 will
be deemed to be effective upon delivery when delivered (a) personally; (b) by facsimile or email, provided a copy is mailed no
later than the next business day through a nationally recognized overnight delivery service; or (c) by overnight delivery through
a nationally recognized overnight delivery service, in each case properly addressed to the receiving party at such address or facsimile
number as the receiving party has furnished to the sending party in writing.


 


7.6 Severability



 


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


 


 








[*] Certain information on this page
has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portion.


 






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7.7 Successors and
Assigns 


 


Except as otherwise expressly
provided 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 this
Agreement to a third party other than an affiliate without the prior written consent of the other party hereto.


 


7.8 Interpretations


 


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


 


7.9
Severability


 


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


 


7.10 Counterparts



 


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


 


 


[signatures on following
page]


 



    	10



    	 



    
 


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


 


 


 


	NORTHWEST BIOTHERAPEUTICS	 	COGNATE BIOSERVICES	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	 	 	 	 	 	 
	Name:	 	 	Name:	 	 
	 	 	 	 	 	 


 


 






    	11



    	 



    
 


EXHIBIT A: CLINICAL
SUPPORT SERVICES


 


 


 


 


 


TO BE DETERMINEDAS APPLICABLE.


 


 


 


 


 



    	12



    	 



    
 


EXHIBIT B: DEVELOPMENT
SERVICES


 


 


 


 


TO BE DETERMINED WHEN
NEEDED.


 


 


 


 


 






    	13



    	 



    
 


EXHIBIT C: QUALITY AGREEMENT


 


 


 


 


TO BE UPDATED AND REVISED WITHIN 180 DAYS AFTER THE EFFECTIVE
DATE.


 


 


 


 


 






    	14



    	 



    
 


EXHIBIT D: BUDGETS


 


Start-up, Expansion, Change, Reduction and/or Shut-down
Costs, and 


Capital Expenditures


 


 


 


 


TO BE DETERMINED FROM TIME TO TIME WHEN NEEDED.


 


 


 


 


 






    	15



    	 



    
 


EXHIBIT E: SUPERVISORY SERVICES


 


 


 


 


TO BE DETERMINED AS APPLICABLE.


 


 


 


 


 






    	16



    	 



    
 


EXHIBIT F: CONFIDENTIALITY AGREEMENT


 


 


 


 


PREVIOUSLY EXECUTED SEPARATELY. STILL IN FORCE.


 


 


 


 


 






    	17