Exhibit 10.14


 


CLINICAL MANUFACTURING AND SUPPLY AGREEMENT


 


THIS CLINICAL MANUFACTURING
AND SUPPLY AGREEMENT (this “Agreement”) is made effective as of the 26” day of August, 2015 (“Effective
Date”) by and between BAXTER ONCOLOGY GmbH, with an address at Kantstrasse 2, 33790 Halle/Westfalen, Germany,
as such term is defined herein (“Baxter”), and ACCELERATED PHARMA, INC., a Delaware corporation having
offices at 15W155 81’ Street, Burr Ridge, Illinois 60527 (“Client”).


 


RECITALS


 


1.          Client
is engaged in the development, bulk production, formulation, sale and distribution of pharmaceutical products;


 


2.          Baxter
is, among other pharmaceutical activities, engaged in the formulation, filling, inspection, labeling and packaging of pharmaceutical
products for various pharmaceutical companies;


 


3.          Client
and Baxter desire to have Baxter formulate, fill, inspect, package, label, and test Product for Client for clinical supply.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein, Client and Baxter, hereinafter referred to as “Party”
or “Parties”, agree as follows:


 


Article 1, DEFINITIONS


 


1.1           As
used in this Agreement, the following words and phrases shall have the following meanings:


 


“Active Pharmaceutical
Ingredient” or “API” shall mean Picoplatin.


 


“Affiliate”
shall mean any corporation or other business entity directly or indirectly controlled by, controlling, or under common control
with a Party or its parent corporation. The term “control” (including, with correlative meaning, the terms “controlled
by,” “controlling” and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Party, whether through the ownership of voting
securities, by contract or otherwise, or such other relationship as, in fact, constitutes actual control.


 


“Applicable Law”
means all international, national, federal, state, provincial and local laws, statutes, codes, rules, regulations, ordinances,
orders, decrees or other pronouncements of any governmental, administrative or judicial authority having the effect of law that
govern the Parties’ respective obligations hereunder, including cGMP.


 


“Batch”
shall mean a specific quantity of Product comprising a number of Units mutually agreed upon between Client and Baxter, and that
(a) is intended to have uniform character and quality within specified limits, and (b) is Produced according to a single manufacturing
order during the same cycle of manufacture.


 




     


     


    

 


“Baxter SOPs”
shall mean Baxter’s standard operating procedures applicable to the Production of Product.


 


“Components”
shall mean the primary packaging components (e.g. vial, stopper and seal) used by Baxter in the Production of Product under this
Agreement. Components are listed in the Product Master Plan.


 


“Confidential
Information” shall be defined as set forth in Article 18.


 


“Current Good
Manufacturing Practices” or “cGMP” shall mean the following to the extent having jurisdiction over
the Production of Product: (a) the good manufacturing practices required by the FDA and set forth in the FD&C Act or FDA regulations
(including without limitation 21 CFR 210 and 211); (b) the practices and principles promulgated by the EMA (European Medicines
Agency), including EC Directive 20031941EC; and (c) the PICS guidelines to good manufacturing practices in effect at any time during
the Term of this Agreement.


 


“Delivery Date”
shall mean the confirmed date in a Firm Purchase Order or an alternative date agreed upon by Client and Baxter, designating the
date that Product is made available by Baxter for pick-up at Baxter’s facility to a common carrier designated by Client.


 


“Effective Date”
shall mean the date set forth above.


 


“FDA”
shall mean the United States Food and Drug Administration or any successor entity thereto.


 


“FD&C Act”
shall mean the United States Federal Food, Drug and Cosmetic Act, as may be amended from time to time.


 


“Intellectual
Property” shall mean ideas, concepts, discoveries, inventions, developments, know-how, trade secrets, techniques, methodologies,
modifications, innovations, improvements, writings, documentation, data and rights (whether or not protectable under state, federal
or foreign patent, trademark, copyright or similar laws) or the like, whether or not written or otherwise fixed in any form or
medium, regardless of the media on which contained and whether or not patentable or copyrightable.


 


“Inventions”
shall mean any inventions, discoveries, innovations, methods, improvements, processes, techniques or other valuable developments,
whether patentable or copyrightable or not, relating to Product, the API or their manufacture, arising out of the performance of
services under this Agreement by Baxter and/or any use of either Client Intellectual Property and/or the API. For the avoidance
of doubt, Inventions include Process Inventions, as defined below.


 


“Master Batch
Record” or “MBR” shall mean, with respect to each Presentation of Product to be Produced hereunder,
a formal set of instructions for the Production of each Presentation of such Product. The MBR shall be developed and maintained
in Baxter’s standard format by Baxter, using Client’s master formulation and technical support.


 







    	 	2	 



     


    

 


“Materials”
as used in this Agreement shall collectively mean all materials required for Production of Product, including the API, Components,
Secondary Packaging Materials and Raw Materials.


 


“Materials Specifications”
shall mean the specifications and testing to be performed on the Materials, as specified in the Product Master Plan.


 


“Presentation”
shall mean the specific formulation and Components for the Product as specified in the applicable Master Batch Record.


 


“Process Inventions”
shall mean any Inventions that are new manufacturing technologies, methods, processes or techniques, or are improvements to existing
manufacturing technologies, methods, processes or techniques, and that are generally applicable to pharmaceutical products. For
purposes of clarity, Process Inventions shall not include such Inventions that (i) are only applicable to Product and/or the API
and/or (ii) require the use of Product and/or the API.


 


“Produce”
or “Production” shall mean the formulation, filling, packaging, inspecting, labeling, and testing of Product
by Baxter as specified in the applicable Master Batch Record.


 


“Product”
shall mean product as specified in the Product Master Plan for use in clinical trials.


 


“Product Master
Plan” shall mean an addendum to this Agreement for Product Produced hereunder, which may include, without limitation,
the Product, Product Specifications, Materials, Materials Specifications, Regulatory Authorities, the countries where such Product
will be used in clinical trials, Presentations, and pricing for such Product Produced under this Agreement.


 


“Product Requirements”
shall mean cGMPs, the Product Specifications and the Master Batch Record.


 


“Product Specifications”
shall mean, with respect to Product, the specifications and testing to be performed for the Product and/or the stability program
that are set forth in the Baxter SOPs and the Master Batch Records. The Product Specifications include all tests that Baxter is
required to conduct or cause to be conducted as specified in the Product Master Plan. The Product Specifications may be modified
from time to time only by a written agreement of Client and Baxter.


 


“Production Price”
shall be defined in Section 5.1.


 


“Purchase Order”
shall mean written orders from Client to Baxter which shall specify (a) the quantity of Product ordered, (b) shipping instructions
(e.g. choice of container, temperature requirements), (c) requested delivery dates, and (d) delivery destinations.


 


“Quality Agreement”
shall mean an addendum to this Agreement under which the Parties allocate the pharmaceutical responsibilities, as further set forth
in Section 2.2.


 







    	 	3	 



     


    

 


“Raw Materials”
shall mean all excipients, inactive ingredients and other substances used by Baxter in the Production of Product under this Agreement
with the exception of API, Components and Secondary Packaging Materials. All Raw Materials are listed in the Product Master Plan.


 


“Regulatory Approval”
shall mean all authorizations by the appropriate Regulatory Authority necessary for use in clinical trials in a jurisdiction, including
without limitation, approval of labeling and Production.


 


“Regulatory Authority”
means those agencies or authorities responsible for regulation of the Product in the country where the Product is used in clinical
trials, provided such Regulatory Authority is expressly agreed to by the Parties in the Product Master Plan. Baxter will have no
obligation to Produce in compliance with the requirements of a Regulatory Authority not specified in the Product Master Plan.


 


“Released Executed
Batch Record” shall mean the completed batch record and associated deviation reports, investigation reports, and Certificates
of Analysis created for each Batch of Product as specified in the Product Master Plan.


 


“Reservation
Fees” shall be the fees set forth in the Product Master Plan which are payable by Client for modification or cancellation
of a Firm Purchase Order.


 


“Rolling Forecast”
shall be defined in Section 4.2.


 


“Secondary Packaging
Materials” as used in this Agreement shall mean any material employed in the secondary packaging of the Product (e.g.
leaflet, label and folded box) but excluding any outer packaging used for transportation or shipment. All Secondary Packaging Materials
are listed in the Product Master Plan.


 


“Unit”
shall mean an individually packaged dose of Product, including by way of example only, a vial, as specified in the Product Master
Plan.


 


Article 2. PRODUCT MASTER PLAN AND QUALITY
AGREEMENT


 


2.1           Product
Master Plan. For Product to be Produced hereunder, the Parties shall agree in writing upon a Product Master Plan. Baxter will
not be required to schedule or commence Production until a Product Master Plan for such Product has been approved in writing by
both Baxter and Client.


 


2.2           Quality
Agreement. The Parties will agree in writing on a Quality Agreement. Baxter will not be required to schedule any Production
until a Quality Agreement has been duly signed by both Baxter and Client.


 


2.3           Amendment.
This Agreement and each Quality Agreement and Product Master Plan may be amended from time to time, only upon mutual written agreement
of Client and Baxter. Upon execution of any Quality Agreement or Product Master Plan or any amendment thereof, such Product Master
Plan and Quality Agreement shall be deemed to be incorporated herein by reference and made a part of this Agreement. In the event
of a conflict between this Agreement and the Quality Agreement, the Quality Agreement will prevail for matters of quality and this
Agreement will prevail for all business, legal, and financial issues. In the event of a conflict between this Agreement and any
Product Master Plan, this Agreement will prevail.


  




    	 	4	 



     


    

 


2.4         Effect
of Failure to Execute Plans. Failure to execute a Product Master Plan with respect to the Product will not relieve either Party
of any obligation accruing with respect to such Product prior to such failure to execute provided the Parties have agreed in writing
to such services. Client agrees to reimburse Baxter for all non-cancelable costs incurred by Baxter for work performed and Materials
ordered with respect to such Product.


 


Article 3, PURCHASE AND SUPPLY OF MATERIALS


 


3.1         Client
Supplied Materials. Client, at its expense (including without limitation shipping costs), shall supply to Baxter, in a timely
manner, all Client supplied Materials. Baxter’s obligations with respect to evaluation and testing of incoming Client supplied
Materials shall be set forth in the Quality Agreement


 


3.2         Material
Delivery Delays. Timely delivery of Client supplied Materials shall mean that the respective Materials and the required cGMP-related
documents reach Baxter at least three (3) months prior to the Delivery Date of Product as set forth in the Firm Purchase Order.
A delay in delivery of the Materials by the vendor shall not be considered to be a delay by Baxter. Notwithstanding anything in
this Agreement to the contrary, in the event that Baxter receives the Client supplied Materials and associated cGMP documents for
the Production of Product less than three (3) months prior to the Delivery Date of Product as set forth in the Firm Purchase Order,
Baxter may charge Client the Reservation Fees as set forth in the Product Master Plan.


 


3.3         Baxter
Supplied Materials. Unless otherwise specified in a Product Master Plan, Baxter will purchase the Baxter supplied Materials
in sufficient quantities to meet the greater of (a) Client’s forecasted demand for Product as set forth in the first three
(3) months of Client’s Rolling Forecast, or (b) the minimum order quantity requirements as defined by the third party supplier.


 


3.3.1           Expired
Baxter Supplied Materials. If any quantities of a Baxter supplied Material ordered in accordance with Section 3.3 expire prior
to Baxter’s use of such Material in Production of Product, Client agrees to reimburse Baxter for the costs of the expired
Baxter supplied Material and reasonable disposal-related costs within thirty (30) days from the date of Baxter’s invoice
evidencing the cost of the expired Material and disposal-related costs.


 


3.4         Importer
of Record. In the event any material or equipment to be supplied by Client, including without limitation Client supplied Materials,
is imported into Germany for delivery to Baxter (“Imported Goods”), such Imported Goods shall be imported DDP
Halle/Westfalen, Germany (Incoterms 2010). Client shall be the “Importer of Record” of such Imported Goods.
As the Importer of Record, Client shall be responsible for all aspects of the Imported Goods including, without limitation (a)
customs and other regulatory clearance of Imported Goods, (b) payment of all tariffs, duties, customs, fees, expenses and charges
payable in connection with the importation and delivery of the Imported Goods, and (c) keeping all records, documents, correspondence
and tracking information required by Applicable Law arising out of or in connection with the importation or delivery of
the Imported Goods.


 


 




    	 	5	 



     


    

 


Article 4. FORECASTS, ORDERS, AND CAPACITY


 


4.1         Agreement
to Purchase and Supply. Pursuant to the terms and conditions of this Agreement, Client will purchase the Product from
Baxter, and Baxter will Produce the Product for Client in accordance with Article 4.


 


4.2         Forecasts.
Commencing on the Effective Date of this Agreement and prior to the tenth (10’h) calendar day of each month
thereafter, Client will provide to Baxter in writing a twelve (12) month rolling forecast, broken down by month, of Client’s
estimated requirements for the Product (the “Rolling Forecast”). The first three (3) months of each Rolling
Forecast shall be binding for Client (the “Binding Forecast”).


 


4.3         Purchase
Orders. Client shall submit Purchase Orders to Baxter covering Client’s purchases of Product pursuant to this
Agreement and specifying project code, Units and delivery date. For the avoidance of doubt, supply of Product under this Agreement
shall not be subject to the terms and conditions contained on any Purchase Order and/or acceptance thereof except insofar as any
such Purchase Order and/or acceptance establishes the quantity and requested delivery dates for such Product. Client shall not,
without the written consent of Baxter, designate a delivery date in a Purchase Order earlier than three (3) months from the date
Client submits the Purchase Order.


 


4.3.1           Provided
Client submits its Purchase Order in accordance with Section 4.2, within ten (10) business days from receipt of a Purchase Order,
Baxter will review the requested quantities and delivery date and Baxter will: (i) accept the Purchase Order in its entirety, or
(ii) accept the requested quantities of Product and provide an alternate delivery date, which shall be no more than thirty (30)
days from the requested delivery date. Upon Baxter’s acceptance of a Purchase Order as set forth in (i) and (ii) above, Baxter
shall provide a confirmation of the Purchase Order setting forth the Delivery Date that Baxter will meet and such Purchase Order
shall become a “Firm Purchase Order”. Client shall order full Batches of Product on a single Purchase Order


 


4.3.2           Client
Modification of a Delivery Date in a Firm Purchase Order or Cancellation of a Firm Purchase Order. In the event that Client
(i) modifies the Delivery Date which impacts the filling date of Product or (ii) cancels a Firm Purchase Order, Client shall pay,
as liquidated damages and not as a penalty, the Reservation Fees set forth in the Product Master Plan.


 


Article 5, PRICE


 


5.1         Product
Production Price. The price to be paid by Client for the Production of Product (the “Production Price”)
shall be set forth in the Product Master Plan.


 


 




    	 	6	 



     


    

 


Article 6, SHIPMENT AND INVOICING


 


6.1         Delivery
Terms. Product shall be delivered to Client EXW (Incoterms 2010) at Baxter’s facility in Halle/Westfalen, Germany.
freight collect by a common carrier designated by Client, provided, however, Baxter shall be responsible for the loading of the
Product on departure and shall bear all costs of such loading. Client shall procure, at its cost, insurance covering damage or
loss to the Product during shipping.


 


6.2         Storage.


 


6.2.1           Product
Storage. Baxter will store Product free of charge for up to thirty (30) calendar days after Baxter’s release (the “Storage
Period”). After the Storage Period, if Baxter agrees to store Product longer, then Baxter may charge the storage fees as
set forth in the Product Master Plan.


 


6.2.2           Third
Party Storage. Baxter shall be permitted to store Materials (excluding API) in third party storage facilities qualified by
Baxter; such qualified facilities shall be at the discretion of Baxter. Notwithstanding the foregoing, in the event of an emergent
situation, Baxter shall be permitted to store API and Product in a third party storage facility qualified by Baxter. If feasible,
Baxter will notify and consult with Client prior to storing API and Product in a third party storage facility.


 


6.3         Subsequent
Export. Client agrees and represents that Client is the owner of the goods that are consigned to Baxter for contract manufacturing
services and warrants that Client is responsible for any subsequent export or re-export and will comply with all Applicable Law
relating to the export or re-export, including the prohibition against unlawful transshipments. Further, where such goods are destined
for export or re-export, Client agrees and accepts that it shall act as the exporter of record, and warrants that as the exporter
of record, it will duly authorize and retain an agent who will act on its behalf, assuming all attendant responsibilities associated
with the export or re-export, including obtaining any necessary export licenses. Client’s responsibilities as the exporter
of record, include, but are not limited to, cooperating with its agent in providing a detailed description and accurate valuation
and classification of the goods on the export commercial invoice, bills of lading, and all other required documentation. Client
further agrees to defend Baxter against any action, civil or criminal, private or public, in connection with the subsequent export
or re-export by Client of the goods.


 


6.4         Foreign
Corrupt Practices Act. The Parties confirm that any compensation payable hereunder does not constitute remuneration or other
means to attempt to corruptly influence a Government Official (as such term is defined in the U.S. Foreign Corrupt Practices Act
of 1977 (the “FCPA”)) to act in his official capacity to assist either Baxter or Client in obtaining or retaining
business. In connection with each Party’s obligations under this Agreement, and to the extent the FCPA applies to either
Party’s obligations under this Agreement, neither Baxter nor Client has made or offered, or hereafter will make or offer,
directly or indirectly, any payment or inducement to a Government Official with the intent to corruptly influence a Government
Official to act in his official capacity to assist either Baxter or Client in obtaining or retaining business. In connection with
this Agreement, neither Party will give to or accept from any other person anything of value in order to obtain an improper business
advantage. Any breach of the foregoing provision will be deemed a material breach of this Agreement that is not capable of relief
and will entitle the nonbreaching Party to terminate this Agreement with immediate effect.


 


 




    	 	7	 



     


    

 


6.5        Payment
Terms.


 


6.5.1           For
any Materials and equipment to be ordered by Baxter specifically for Client under this Agreement, Client will issue Purchase Orders
for such Materials and equipment pursuant to this Agreement and Client will pre-pay Baxter for one hundred percent (100%) of the
cost of the ordered Materials and equipment (plus any associated services fees. see Section 9.7) when Baxter confirms the Purchase
Order. Baxter will not order any Materials and equipment contained in any Purchase Order until pre-paid in full by Client.


 


6.5.2           For
all other services performed by Baxter hereunder, including without limitation Production of Product, Client will issue Purchase
Orders for such services pursuant to this Agreement, and Client will (i) pre-pay Baxter for fifty percent (50%) of the total amounts
contained in the Purchase Order when Baxter confirms such Purchase Order, and (ii) pay Baxter the remaining fifty percent (50%)
of the amounts contained in the Purchase Order upon completion of the services. The amounts contained in Client’s Purchase
Orders for services will coincide with those amounts for services contained in Baxter’s proposal dated July 22, 2015, as
adjusted pursuant to this Agreement. Baxter will issue an invoice upon its completion of the services and Client will pay the amount
of such invoice within thirty (30) days of receipt thereof. Baxter will not release any Product to Client until paid in full by
Client.


 


6.5.3           Client
shall pay for stability testing as invoiced by Baxter within thirty (30) days of the invoice date.


 


6.5.4           All
payments shall be made by wire transfer to a bank account specified by Baxter. All payments shall be made by Client in accordance
with the terms noted above. All prices quoted by Baxter, e.g. in the Product Master Plan, are ex value added taxes and in Euros.
Any payment due under this Agreement not received within the times noted above shall incur finance charges at the lesser of (a)
the maximum rate permitted by law, or (b) one and one-half percent (1.5%) per month on the outstanding balance.


 


6.6         Default
in Payment Obligations. In addition to all other remedies available to Baxter in the event of a Client default, if Client does
not make payments as required hereunder, Baxter may decline acceptance of all further Purchase Orders, suspend Production of Firm
Purchase Orders and deliveries of Product until Client provides assurance of performance reasonably satisfactory to Baxter.


 


Article 7, ACCEPTANCE OF PRODUCT


 


7.1         Product
Conformity. Within twenty (20) calendar days from the date of shipment of samples of Product or the Released Executed Batch
Record, whichever is later, Client will determine whether the Batch of Product was Produced according to the Product Requirements
and reject such Batch if such Batch was not Produced in accordance with the Product Requirements (“Non-Conforming”)
or accept such Batch if such Batch was Produced in accordance with the Product Requirements. If Client rejects a Batch as Non-Conforming.
it shall notify Baxter as set forth in Section 7.1.2. Notwithstanding the foregoing, Client shall have the right to revoke acceptance
if, within ninety (90) days of receipt of the Batch, Client discovers a defect not reasonably discoverable at time of Baxter’s
release of the Batch of Product.


 


 




    	 	8	 



     


    

 


7.1.1           If
Client does not notify Baxter in writing within the applicable time periods that the Batch of Product is Non-Conforming, then such
Batch will be deemed to have been accepted and Client will have waived its right to revoke acceptance.


 


7.1.2           If
Baxter released a Batch of Product and Client rejects such Batch as Non-Conforming, it will provide to Baxter a detailed explanation
of the non-conformity within the applicable time period. Such notice of non-conformity shall be confirmed in writing by Client to
Baxter in accordance with Article 20. Upon receipt of such notice, Baxter will investigate such alleged non-conformity and, (a)
if Baxter agrees such Batch is Non-Conforming, Baxter and Client will mutually determine an action plan within sixty (60) calendar
days after receipt of Client’s written notice of non-conformity, or such additional time as is reasonably required if such
investigation or plan requires data from sources other than Client or Baxter (the “Response Period”), or (b) if Baxter
disagrees that the Batch of Product is Non-Conforming, Baxter will so notify Client in writing within the Response Period.


 


7.1.3           If
the Parties dispute whether the Batch of Product is conforming or Non-Conforming, the Batch will be submitted to a mutually acceptable
laboratory or consultant for resolution, whose determination of conformity or non-conformity shall be binding upon the Parties.
For the avoidance of doubt, Baxter will not be required to change its quality disposition based on the determination of the third
party laboratory or consultant. Client cannot release a Batch of Product that Baxter has rejected. The costs of such laboratory
or consultant are to be borne by the Party whose determination was incorrect.


 


7.2         Remedies
for Non-Conforming Product. In the event Baxter agrees or a determination is made under Section 7.1.3 that a Batch of Product
is Non-Conforming solely as a result of Baxter’s negligence or willful misconduct, then Baxter will, at its option, (a) reimburse
Client for its actual cost of the API used in the Non-Conforming batch, which reimbursement will not exceed fifty percent (50%)
of the Production Price of the Non-Conforming batch, and either (b) if Client has paid for such Non-Conforming batch, either credit
the Production Price of the Non-Conforming batch or replace the Non-Conforming batch at Baxter’s expense, assuming sufficient
API will be provided by Client, at Client’s expense, and in due time to carry out the Production, or (c) if Client has not
paid for the Non-Conforming batch, Baxter will not invoice for the Non-Conforming batch.


 


Article 8, TERM AND TERMINATION


 


8.1         Term.
This Agreement shall commence on the Effective Date and shall continue for seven (7) years unless earlier terminated in accordance
with Sections 8.2 or 8.3 of this Agreement (the “Term”).


 


 




    	 	9	 



     


    

 


8.2         Termination
for Material Breach. Either Party may terminate this Agreement upon the material breach of any provision of this Agreement
by the other Party if such breach is not cured by the breaching Party within thirty (30) calendar days for monetary defaults, and
sixty (60) calendar days for non-monetary defaults (or such additional time as is reasonably necessary to cure such non-monetary
default) after receipt by the breaching Party of written notice of such default.


 


8.3         Termination
for Financial Matters. Either Party may terminate this Agreement immediately by giving the other Party written notice thereof
in the event such other Party shall become insolvent or unable to pay its debts when due, or in the event that proceedings are
commenced against, or voluntarily by, such Party relating to its bankruptcy or insolvency.


 


8.4         Additional
Rights and Remedies. Subject to Section 13.1, termination under this Article 8 shall be in addition to the other rights and
remedies of the terminating Party as specified herein.


 


8.5         Non-cancelable
Costs and Expenses. In the event of the termination or expiration of this Agreement, except by Client as a result of a breach
by Baxter under Section 8.2, Client will (a) reimburse Baxter for all Materials and equipment ordered prior to termination and
not cancelable at no cost to Baxter, and (b) pay Baxter for any outstanding Firm Purchase Orders. In addition, in the event of
termination or expiration for any reason, Client will pay the prices described in Article 5 for (i) all work-in-process commenced
by Baxter and (ii) all finished Product Produced prior to expiration or termination. Baxter will ship such materials to Client
pursuant to Section 6.1 at Client’s cost and per Client’s instructions. Client will make payments for all expenses
described in this Section 8.5no later than thirty (30) calendar days from the invoice date.


 


8.6         Survival.
Termination, expiration, cancellation or abandonment of this Agreement through any means or for any reason shall be without prejudice
to the rights and remedies of either Party with respect to any antecedent breach of any of the provisions of this Agreement, subject
to Article 13. The provisions of Articles 8, 9.3, 12, 13, 14, 15, 16, 17 and 18 hereof shall survive expiration or termination
of this Agreement. Termination of this Agreement for any reason shall not relieve any Party of any obligations accruing prior to
such termination.


 


Article 9, PRODUCTION OF PRODUCT


 


9.1         Reprocessing
or Rework. If reprocessing or rework is allowed pursuant to Client’s regulatory submissions or approved by Client, it
shall be performed in accordance with the Quality Agreement and Client shall be responsible for and promptly reimburse Baxter for
all costs and expenses incurred in connection with such reprocessing or rework.


 


9.2         Audits.
Client shall have the right to audit Baxter’s facilities to determine compliance with Applicable Law. Such audits
shall be scheduled at mutually agreeable times upon reasonable advance written notice to Baxter. Audits shall be at Client’s
expense as detailed in the Product Master Plan, if it occurs more than one (1) time every other calendar year unless such additional
audits are “for cause” audits as set forth in the Quality Agreement. If Client requests additional audits which are
not “for cause” audits and Baxter agrees to such audits, Client will incur fees as set forth in the Product Master
Plan. Such fees shall be paid promptly upon completion of such audits. In connection with performing such audits, Client shall
comply with all reasonable rules and regulations promulgated by Baxter. All information disclosed or reviewed in such inspections
shall be deemed to be the property of Baxter and Baxter Confidential Information.


  




    	 	10	 



     


    

 


9.3         Stability
Testing. At Client’s request and expense, Baxter shall perform all stability testing required to be performed on Product.
Such testing shall be performed in accordance with the procedures set out in the Product-specific Baxter SOPs for the stability
protocol and Product Master Plan.


 


9.4         Permits
and Licenses. Client will be responsible, at its expense, for obtaining, maintaining, updating and remaining in compliance
with all permits, licenses and other authorizations during the Term of this Agreement, which are necessary or required under federal,
state, and local laws, rules and regulations which are applicable to the use and sale of Product Produced by Baxter hereunder,
in addition to any permits, licenses and other authorizations that are specific to the Production of Product, if any. Baxter will
be responsible, at its expense, to obtain and maintain all generally required permits and licenses applicable to production of
pharmaceutical products generally which are required for Baxter to carry out its regulatory and Production obligations hereunder.
Baxter will have no obligation to obtain permits relating to the sale, marketing, distribution or use of API or Product or with
respect to the content of any Product labeling.


 


9.5         Regulatory
Requirements. Each Party promptly shall notify the other of new regulatory requirements of which it becomes aware which are
relevant to the Production of Product under this Agreement and which are required by an applicable Regulatory Authority or other
Applicable Law, and shall confer with each other with respect to the best means to comply with such requirements. Baxter shall
have no obligation to Produce Product in compliance with the requirements of a Regulatory Authority not explicitly specified in
the Product Master Plan. Client shall supply to Baxter a copy of its license submission prior to Baxter’s Production of Product.
Client will assume full responsibility for final release of each Batch of Product.


 


9.6         Changes
in Manufacturing.


 


9.6.1           Product-Specific
Changes. If facility, equipment, process or system changes are required of Baxter as a result of requirements set forth by
a Regulatory Authority, and such regulatory changes apply solely to the Production and supply of one or more Products, then Client
and Baxter will review such requirements and agree in writing to such regulatory changes, and Client shall bear one hundred percent
(100%) of the reasonable costs thereof.


 


9.6.2           General
Changes. If such regulatory changes apply generally to one or more Products as well as to other products produced by Baxter
for itself or for third parties, then Client and Baxter shall discuss such regulatory changes and the impact of such changes on
Product and the cost of Production, and the Parties shall mutually agree in writing on how to proceed.


  




    	 	11	 



     


    

 


9.7         Purchase
of Specialized Equipment. If Baxter is required to obtain specialized equipment in order to Produce Product for Client (“Specialized
Equipment”). Baxter shall notify Client of the Specialized Equipment required and the estimated price associated with
the purchase and installation of such equipment. The price of such equipment shall be paid by Client, i.e., the actual purchase
price paid by Baxter for the Specialized Equipment, including shipping and insurance costs, in addition to a service fee of twenty-five
percent (25%) on the actual purchase price plus VAT. Baxter shall invoice Client for all approved costs associated with the Specialized
Equipment, and Client agrees to pay Baxter within thirty (30) days from the date of Baxter’s invoice. Client shall hold
title to the Specialized Equipment although Baxter shall hold a security interest in the Specialized Equipment until such equipment
is paid for in full by Client. Baxter shall have possession of the Specialized Equipment during the Term of this Agreement. Baxter
agrees not to use the Specialized Equipment for any other customers. Client shall assume all risk of loss of the Specialized Equipment,
unless such loss or damage to the Specialized Equipment is due to the negligence of Baxter.


 


9.7.1           Maintenance
and Repair of Specialized Equipment. Baxter shall maintain the Specialized Equipment in accordance with the maintenance plan
set forth in the Product Master Plan. Client shall assume responsibility for the costs and expenses relating to any maintenance
and repairs of the Specialized Equipment.


 


9.7.2           Changes
in Equipment or Process due to Changes in the Annual Volume of Product. If there are changes in the annual volume of Product
and such changes in volume require changes in equipment and/or process, the Parties will reach agreement on the scope of the changes
and associated costs prior to Baxter implementing such changes.


 


9.8         Ownership
of Equipment. Upon termination or expiration of this Agreement, Client agrees to reimburse Baxter for reasonable disposal and
decommissioning expenses for the Specialized Equipment. Upon the Client’s request, Baxter shall transfer possession of the
Specialized Equipment paid for by Client to Client at Client’s cost and expense, provided, however, that the Specialized
Equipment is mobile and not a permanent fixture in Baxter’s facility, i.e. linked to Baxter’s infrastructure (e.g.
Baxter’s VVFI loop), or (ii) upon the agreement of Baxter, Baxter will purchase such equipment by paying Client the then
current book value of such equipment. Depreciation of such equipment shall be calculated in accordance with applicable generally
accepted accounting principles.


 


Article 10, REGULATORY


 


10.1       Regulatory
Approvals. Client will maintain all necessary Regulatory Approvals of marketing licenses for Product Produced by Baxter hereunder.
Client will advise Baxter of document requirements in support of filings and similar applications required of foreign governments
and agencies including amendments, license applications, supplements and maintenance of such. As agreed upon by Client and Baxter
in a regulatory plan, Baxter will provide documents and assist Client in preparation of submissions to Regulatory Authorities designated
by Client in support of Client’s applications. All regulatory submission preparation and maintenance performed by Baxter
for Client shall be specified in the regulatory plan. Prior to submission to the Regulatory Authority, Client will provide Baxter
with a copy of the CMC section for review and comment. A final copy of the CMC section will be provided by Client to Baxter upon
submission to the Regulatory Authority. Upon Regulatory Approval, Client will notify Baxter within two (2) calendar days of such
approval and the anticipated date of Product launch to the market.


  




    	 	12	 



     


    

 


10.2       Regulatory
Authority Inspections. At Client’s request, Baxter will authorize Regulatory Authorities to review related applications
on Client’s behalf as set forth in the Quality Agreement. Client shall bear the costs of Regulatory Authority Inspections
as set forth in the Product Master Plan.


 


Article 11, TRADEMARKS


 


11.1       Client
grants to Baxter a non-exclusive, royalty-free license to use trademarks of Client for the sole purpose of allowing Baxter to fulfill
its responsibilities under this Agreement. Such license shall not be transferable in whole or in part.


 


11.2       Client
shall be solely responsible for selecting, registering and enforcing trademarks of Client used to identify the Product and, except
as set forth in Section 11.1, shall have sole and exclusive rights in such trademarks of Client.


 


Article 12, REPRESENTATIONS AND WARRANTIES


 


12.1       Mutual
Representations. Each Party hereby represents and warrants to the other Party that (a) the person executing this Agreement
is authorized to execute this Agreement; (b) this Agreement is legal and valid and the obligations binding upon such Party are
enforceable by their terms; and (c) the execution, delivery and performance of this Agreement does not conflict with any agreement,
instrument or understanding, oral or written, to which such Party may be bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over it.


 


12.2       Baxter
Warranty. Baxter warrants that Product shall be Produced in accordance with cGMPs.


 


12.3       Disclaimer
of Warranties. Except for those warranties set forth in Sections 12.1 and 12.2 of this Agreement, Baxter makes no warranties,
written, oral, express or implied, with respect to Product or the Production of Product. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT
HEREBY ARE DISCLAIMED BY BAXTER. NO WARRANTIES OF BAXTER MAY BE CHANGED EXCEPT IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE
OF BAXTER.


 


12.4       Client
Warranties. Client warrants that (a) it has the right to give Baxter any information and materials provided by Client hereunder,
and that Baxter has the right to use such information and materials for the Production of Product, and (b) Client has no knowledge
of any (i) patents or other intellectual property rights that would be infringed by Baxter’s Production of Product under
this Agreement, or (ii) proprietary rights of third parties which would be violated by Baxter’s performance hereunder. Client
warrants that the API provided to Baxter hereunder will (1) conform to the API specifications and (2) not be adulterated or misbranded
within the meaning of the FD&C Act. Client will use and promote the Product in accordance with its regulatory filings and approvals.


  




    	 	13	 



     


    

 


Article 13, EXCLUSIVE REMEDIES, LIMITATION
OF LIABILITY AND RISK OF LOSS


 


13.1       Exclusive
Remedies. Client’s right to recover damages, losses or expenses from Baxter, and Baxter’s liability under this
Agreement, is limited to the amounts and remedies set forth in the applicable sections of this Agreement. All claims by Client
under this Agreement for Non-Conforming Product shall be brought in the time period set forth in Section 7.1. Except for third
party indemnity claims, all other claims shall be brought no later than two (2) years after the occurrence of the event giving
rise to such claim; otherwise, such claim shall be deemed waived.


 


13.2     Limitation
of Liability. Except to the extent recoverable under Section 14.2 or except as specifically set forth in this Agreement, Baxter
shall not be liable under this Agreement for damages that are or include lost revenues or lost profits, or for any other damages
including special, punitive, direct, incidental, consequential or other damages including but not limited to loss, damage or destruction
of the Client supplied Materials, the cost of cover or recall costs, whether such claims are founded in tort or contract, and even
if Client asserts or establishes a failure of the essential purpose of any limited remedy provided in this Agreement. To the greatest
extent permitted under Applicable Law, under no circumstances shall Baxter’s aggregate liability under this Agreement, including
but not limited to third party claims, exceed the aggregate amount paid to Baxter by Client for such Product in the first calendar
year of this Agreement (the “Monetary Cap”).


 


13.3       Risk
of Loss. All Baxter supplied equipment and Baxter supplied Materials used by Baxter in the Production of Product (collectively,
the “Baxter Property”) shall at all times remain the property of Baxter and Baxter assumes risk of loss for
the Baxter Property until delivery of Product to a common carrier as specified under Section 6.1. Client assumes all risk of loss
for Client supplied Materials, equipment owned by Client and all Product (collectively, the “Client Property”).
Baxter will have no liability for, and Client releases all claims against Baxter arising from, any damage or loss to Client Property
stored in a third party facility.


 


Article 14, INDEMNIFICATION


 


14.1       Client
Indemnification. Client shall indemnify, defend and hold harmless Baxter and its Affiliates and any of their respective directors,
officers, governors, members, employees, subcontractors and agents (collectively, the “Indemnified Parties”)
from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind
and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) (“Losses”)
to, and claims, demands, actions, suits by a third party (collectively, “Claims”), including claims of property
damage, death or personal injury for which the Indemnified Parties otherwise would be strictly liable, in connection with pending
or threatened litigation or other proceedings, which arise out of or relate to any one of the following:


  




    	 	14	 



     


    

 


(a)          Production,
transport, storage, promotion, labeling, marketing, distribution, use or sale of Product;


 


(b)          Baxter’s
use of the API;


 


(c)          Client’s
negligence or willful misconduct;


 


(d)          Materials;


 


(e)          the
use of the API or the sale. Production, marketing or distribution of Product violates the patent. trademark, copyright or other
proprietary rights of any third party,


 


except if any of the foregoing (a),
(b), (d) or (e) is caused solely by the (i) negligence or willful misconduct of Baxter or (ii) negligent violation of law by Baxter.


 


14.2       Baxter
Indemnification. Baxter shall indemnify, defend and hold harmless Client and its Affiliates and any of their respective directors,
officers, employees, subcontractors and agents from and against any and all Losses to, and Claims by, a third party in connection
with pending or threatened litigation or other proceedings, resulting solely from Baxter’s negligence or willful misconduct.
Baxter’s liability under this Section 14.2 shall be subject to the Monetary Cap.


 


14.3     Indemnitee
Obligations. Any Party seeking indemnification hereunder (a) shall give prompt written notice to the other Party (the “Indemnifying
Party”) of any Claim for which indemnification is sought, (b) shall permit the Indemnifying Party to assume full responsibility
to investigate, prepare for and defend against the Claim, (c) shall reasonably assist the Indemnifying Party, at the Indemnifying
Party’s reasonable expense, in the investigation of and preparation for the defense of such Claim, and (d) shall not compromise
or settle such Claim without the Indemnifying Party’s prior written consent.


 


Article 15, INSURANCE


 


15.1      Client
Insurance. Client shall procure and maintain, during the Term of this Agreement and for a period one (1) year beyond the expiration
date of Product, Commercial General Liability Insurance, including without limitation, Product Liability and Contractual Liability
coverage (the “Client Insurance”). Client Insurance shall cover amounts not less than 10,000,000 € (ten
million EURO) combined single limit and shall be with an insurance carrier with an A.M. Best rating of A-VII or better. Baxter
shall be named as an additional insured on Client Insurance and Client promptly shall deliver a certificate of Client Insurance
and endorsement of additional insured to Baxter evidencing such coverage. If Client fails to furnish such certificates or endorsements,
or if at any time during the Term of this Agreement Baxter is notified of the cancellation or lapse of Client Insurance, and Client
fails to rectify the same within ten (10) calendar days after notice from Baxter, in addition to all other remedies available to
Baxter hereunder, Baxter, at its option, may (i) cease all work in process and refuse further services and/or Production until
Client re-establishes to Baxter’s satisfaction that Client is in compliance with Client Insurance requirements and/or (ii)
terminate this Agreement. Any deductible and/or self-insurance retention shall be the sole responsibility of Client.


 







    	 	15	 



     


    

 


15.2       Baxter
Insurance. Baxter is, and will during the Term of this Agreement remain, self-insured for the type of liability that could
arise under this Agreement in amounts no less than the coverage amounts set forth above for Client Insurance.


 


15.3     No
Limitation. Neither Party’s liability will be limited to that which is recoverable by insurance.


 


Article 16, COMPLAINTS, RECALL OF PRODUCT


 


16.1     Complaints.
In the event Client or Baxter receives complaints regarding Products which require Baxter to perform an investigation or conduct
tests, Client is obliged to reimburse Baxter for any costs incurred in connection with such complaints.


 


16.2     Recalls.
In the event Client is required to recall any Product, or elects to institute a voluntary recall, Client will be responsible for
coordinating such recall. Client will promptly notify Baxter of such recall and provide Baxter with a copy of all documents relating
to such recall. Baxter will cooperate with Client in connection with any recall, at Client’s expense. Client will be responsible
for all of the costs and expenses of such recall (including but not limited to costs associated with receiving and administering
the recalled Product and notification of the recall to those persons whom Client deems appropriate).


 


Article 17, INTELLECTUAL PROPERTY


 


17.1     Existing
Intellectual Property. Except as the Parties may otherwise expressly agree in writing, each Party shall continue to own its
existing patents, trademarks, copyrights, trade secrets and other intellectual property, without conferring any interests therein
on the other Party. Without limiting the generality of the preceding sentence, Client shall retain all right, title and interest
arising under Applicable Law in and to all Products, labeling and trademarks associated therewith (collectively, “Client’s
Intellectual Property”). Client hereby grants to Baxter a non-exclusive, paid-up, royalty-free license under Client’s
Intellectual Property and any Client-owned Inventions arising under this Agreement, solely to the extent reasonably necessary
for Baxter to perform its obligations under this Agreement. Neither Baxter nor any third party shall acquire any other right.
title or interest in Client’s Intellectual Property by virtue of this Agreement or otherwise.


 


17.2      Product-Related
Inventions. Client and Baxter each acknowledge and agree that all rights, title and interest in and to any Inventions, as between
the Parties„ except for Process Inventions, shall be owned by Client, and in furtherance thereof Baxter hereby assigns all
rights, interests and title in said Inventions to Client.


 


17.3      Process Inventions.
The Parties agree that such Process Inventions shall be owned by Baxter and in furtherance thereof Client hereby assigns all rights,
interests and title in said Process Inventions to Baxter subject to the restrictions and conditions set forth in this Section.
Specifically, Baxter grants to Client a non-exclusive, paid-up, royalty-free, irrevocable worldwide license to Process Inventions
for the manufacturing of the Product.


 







    	 	16	 



     


    

 


17.4       Disclaimer.
Except as otherwise expressly provided herein, nothing contained in this Agreement shall be construed or interpreted, either expressly
or by implication, or otherwise, as: (i) a grant. transfer or other conveyance by either Party to the other of any right, title,
license or other interest of any kind in any of its Inventions or other intellectual property, (ii) creating an obligation on the
part of either Party to make any such grant, transfer or other conveyance or (iii) requiring either Party to participate with the
other Party in any cooperative development program or project of any kind or to continue with any such program or project.


 


17.5       Rights in
Intellectual Property. The Party owning any Intellectual Property shall have the worldwide right to control the drafting, filing,
prosecution and maintenance of patents covering the Inventions relating to such Intellectual Property, including decisions about
the countries in which to file patent applications. Patent costs associated with the patent activities described in this Section
shall be borne by the sole owner. Each Party will cooperate with the other Party in the filing and prosecution of patent applications.
Such cooperation will include, but not be limited to, furnishing supporting data and affidavits for the prosecution of patent applications
and completing and signing forms needed for the prosecution, assignment and maintenance of patent applications.


 


17.6       Confidentiality
of Intellectual Property. Intellectual Property shall be deemed to be the Confidential Information of the Party owning such
Intellectual Property. The protection of each Party’s Confidential Information is described in Article 18. Any disclosure
of information by one Party to the other under the provisions of this Article 17 shall be treated as the disclosing Party’s
Confidential Information under this Agreement. It shall be the responsibility of the Party preparing a patent application to obtain
the written permission of the other Party to use or disclose the other Party’s Confidential Information in the patent application
before the application is filed and for other disclosures made during the prosecution of the patent application.


 


Article 18, CONFIDENTIAL INFORMATION, NONDISCLOSURE AND PUBLICITY


 


18.1     Confidentiality.
It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose Confidential
Information to the other. Each Party agrees to take all reasonable steps to prevent disclosure of Confidential Information to third
parties. No provision of this Agreement shall be construed so as to preclude disclosure of Confidential Information as may be reasonably
necessary to secure from any governmental agency necessary approvals or licenses or to obtain patents with respect to the Product.


 


18.2      Prior
Confidentiality Agreement.


 


18.2.1           This
Agreement, by reference, incorporates the Confidentiality Agreement signed by Client and Baxter’s Affiliate, Baxter Healthcare
Corporation, on September 4, 2014 (the “Confidentiality Agreement”), and is made a part hereof as though fully
set forth herein and all terms and conditions set forth in the Confidentiality Agreement shall continue to govern any disclosure
made under the Confidentiality Agreement and shall govern any disclosure made as of the Effective Date of this Agreement. “Confidential
Information”, as used in this Agreement, shall have the meaning defined in the Confidentiality Agreement.


  




    	 	17	 



     


    

 


18.2.2           All
obligations of confidentiality and non-use imposed upon the Parties under this Agreement, including without limitation the period
of confidentiality and non-use as set forth in the Confidentiality Agreement which is hereby amended by this Section 18.2.2, shall
expire three (3) years after the expiration or earlier termination of this Agreement.


 


18.3       Third
Party Disclosure. Baxter will be permitted to disclose Product information to third party developmental and analytical services
providers in connection with performance of its obligations hereunder provided such providers shall be subject to confidentiality
agreements.


 


18.4       Limitation
of Disclosure. The Parties agree that, except as otherwise may be required by Applicable Law, including without limitation
the rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”),
and except as may be authorized in the Confidentiality Agreement and unless otherwise agreed in this Agreement, no information
concerning this Agreement and the transactions contemplated herein shall be made public by either Party without the prior written
consent of the other.


 


18.5       Publicity
and SEC Filings. The Parties agree that the public announcement of the execution of this Agreement shall only be by one or
more press releases mutually agreed to by the Parties. The failure of a Party to return a draft of a press release with its proposed
amendments or modifications to such press release to the other Party within five (5) business days of the Party’s receipt
of the press release shall be deemed as approval of such press release. Each Party agrees that it shall cooperate fully and in
a timely manner with the other with respect to all disclosures to the SEC or any other governmental or regulatory agencies, including
providing written notice to Baxter and sufficient time to review and request confidential treatment of Confidential Information
of either Party included in any such disclosure. Baxter may communicate information to its investors to the extent made public
by Client.


 


18.6       Reference
List. Baxter shall be entitled to put Client’s name on a reference list if Client does not explicitly object to such
procedure.


 


Article 19, FORCE MAJEURE


 


19.1       Any
delay in the performance of any of the duties or obligations of either Party hereto (except the payment of money) caused by an
event outside the affected Party’s reasonable control shall not be considered a breach of this Agreement, and unless provided
to the contrary herein, the time required for performance shall be extended for a period equal to the period of such delay. Such
events shall include without limitation, acts of God; acts of public enemies; insurrections; riots: terrorist actions; injunctions;
embargoes; labor disputes, including strikes, lockouts, job actions, or boycotts; fires; explosions; floods; shortages of Materials
or energy; delays in the delivery of Materials or energy; acts or orders of any government or agency thereof or other unforeseeable
causes beyond the reasonable control and without the fault or negligence of the Party so affected. The Party so affected shall
give prompt notice to the other Party of such cause and a good faith estimate of the continuing effect of the force majeure condition
and duration of the affected Party’s nonperformance, and shall take whatever reasonable steps are appropriate to relieve
the effect of such causes as rapidly as possible. If the period of nonperformance by Baxter because of Baxter force majeure conditions
exceeds one hundred twenty (120) calendar days, Client may terminate this Agreement by written notice to Baxter. If the period
of nonperformance by Client because of Client force majeure conditions exceeds one hundred twenty (120) calendar days, Baxter may
terminate this Agreement by written notice to Client.


 


 




    	 	18	 



     


    

 


Article 20, NOTICES


 


20.1       All
notices hereunder shall be delivered by facsimile (confirmed by overnight delivery), or by overnight delivery with a reputable
overnight delivery service to the following address of the respective Parties:


 


	 	If to Baxter:	Baxter Oncology GmbH
	 	 	Kantstr. 2
	 	 	33790 Halle/Westfalen
	 	 	Germany
	 	 	Attn: Director, Contract Manufacturing and Business Development 
	 	 	Fax No.               +49 5201 711 1880 
	 	 	Telephone No.    +49 5201 711 1864
	 	 	 
	 	With a copy to:	Baxter Oncology GmbH
	 	 	Kantstr. 2
	 	 	33790 Halle/Westfalen
	 	 	Germany
	 	 	Attn: Plant Manager
	 	 	Fax No.               +49 5201 711 1355
	 	 	Telephone No.    +49 5201 711 2524
	 	 	 
	 	If to Client:	Accelerated Pharma, Inc.
	 	 	15W155 81st Street
	 	 	Burr Ridge, Illinois 60527
	 	 	Attn: Chief Executive Officer 
	 	 	Fax No.               (__) __ - __
	 	 	Telephone No.    (847) 960-5630
	 	 	 
	 	With a copy to:	Polsinelli PC
	 	 	900 W. 48th Place, Suite 900 
	 	 	Kansas City, Missouri 64112 
	 	 	Attn: Patrick C. Woolley
	 	 	Fax No.               (__) __ - __
	 	 	Telephone No.    (816) 360-4280


 


Notices shall be effective
on the day following the date of transmission if sent by facsimile, and on the second business day following the date of delivery
to the overnight delivery service if sent by overnight delivery. A Party may change its address listed above by notice to the other
Party given in accordance with this Section.


  




    	 	19	 



     


    

 


Article 21, GOVERNING LAW


 


21.1       This
Agreement is being delivered and executed in Germany. In any action brought regarding the validity, construction and enforcement
of this Agreement, it shall be governed in all respects by the substantive and procedural laws of Germany, without regard to the
principles of conflict of laws. The courts of Germany shall have personal jurisdiction over the Parties hereto in all matters arising
hereunder, and venue for such suit will be the competent court of Bielefeld.


 


Article 22, ASSIGNMENT


 


22.1       Neither
Party shall assign this Agreement or any part hereof or any interest herein to any third party without the prior written approval
of the other Party. Without the other Party’s consent, either Party may assign this Agreement to one of its Affiliates or
assign this Agreement in connection with an internal corporation reorganization, consolidation or divestiture. No assignment shall
be valid unless the permitted assignee(s) assumes all obligations of its assignor under this Agreement. No assignment shall relieve
any Party of any responsibility for the performance of its obligations hereunder which accrued prior thereto.


 


Article 23, SUCCESSORS AND ASSIGNS


 


23.1       This
Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their successors and permitted assigns.


 


Article 24, ENTIRE AGREEMENT


 


24.1       This
Agreement, including all agreements specifically incorporated by reference, constitutes the entire agreement between the Parties
concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.


 


Article 25, SEVERABILITY


 


25.1       If
any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and
construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had
never been contained herein.


  




    	 	20	 



     


    

 


Article 26, WAIVER AND MODIFICATION OF AGREEMENT


 


26.1       No
waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives
of both Parties hereto. Failure by either Party to enforce any rights under this Agreement shall not be construed as a waiver of
such rights nor shall a waiver by either Party in one or more instances be construed as constituting a continuing waiver or as
a waiver in other instances.


 


Article 27, INDEPENDENT CONTRACTOR


 


27.1       Both
Parties shall act as an independent contractor for the other Party in providing the services required hereunder and shall not be
considered an agent of, or joint venturer with, the other Party.


 


Article 28, COUNTERPARTS


 


28.1       For
convenience, this Agreement may be executed in counterparts with the same force and effect as if each of the signatories had executed
the same Agreement.


 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be signed by their duly authorized representatives as of the Effective Date.


 


	BAXTER ONCOLOGY GmbH	 	ACCELERATED PHARMA, INC.
	 	 	 
	By:	/s/
    Sven Remmerbach	 	By:	/s/
    Michael Fonstein
	Name:	Dr. Sven Remmerbach	 	Name:	Michael Fonstein
	Title:	Director BDCM	 	Title:	CEO


 


	BAXTER ONCOLOGY GmbH	 	 
	 	 	 
	By:	/s/ Bernhard
    Assies	 	 
	Name:	Bernhard Assies	 	 
	Title:	Director Finance & Contract Services	 	 


  






    	 	21