Exhibit 10.11


 


SUPPLY
AGREEMENT


 


This
Supply Agreement (this “Agreement”) is entered into as of January 9, 2014 (the “Effective Date”),
by and between Humacyte, Inc., a North Carolina corporation having an address at 7020 Kit Creek Road, P.O. Box 12695, Durham,
NC 27709 (“Purchaser”) and SeraCare Life Sciences, Inc., a Delaware corporation having its principal place
of business at 37 Birch Street, Milford, Massachusetts 01757 (“Supplier”). Purchaser and Supplier are sometimes
referred to herein individually as a “Party” or collectively as the “Parties.”


 


WHEREAS,
Purchaser agrees to purchase from Supplier, and Supplier agrees to supply to Purchaser, the Products (as defined below).


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, the Parties hereto,
intending to be legally bound, hereby agree as follows:


 


		1.	Definitions



 


		1.1	“Acceptance
                                         Criteria” shall mean the pre-screening requirements for a lot, listed in Exhibit
                                         A, as attached hereto and as the same shall be amended from time to time by mutual written
                                         agreement of the Parties, which shall be met before such lot is shipped by Supplier to
                                         Purchaser pursuant to a purchase order,



 


		1.2	“Affiliate”
                                         shall mean any corporation, partnership, business association or other entity that controls,
                                         is controlled by, or is under common control with a Party. For purposes of this Agreement,
                                         “control” will mean the possession, direct or indirect, and whether through
                                         the ownership of voting securities, by contract or otherwise, of (i) fifty percent (50%)
                                         or more of the voting power or beneficial interest in equity of such entity; or (ii)
                                         the direct or indirect ability or power to direct or cause the direction of the management
                                         and policies of an entity or otherwise direct the affairs of such entity, whether through
                                         ownership of equity, voting securities, or beneficial interest, by contract, or otherwise.
                                         Purchaser will provide Supplier from time to time with a list of Affiliates that will
                                         utilize this Agreement.



 


		1.3	“Certificate
                                         of Analysis” shall mean the document issued by Supplier in the form of Exhibit
                                         13, as attached hereto.



 


		1.4	“cGMP”
                                         shall mean the “current Good Manufacturing Practices” as defined and in effect
                                         from time to time in regulations and guidelines promulgated by the FDA under the FDCA,
                                         and all regulations promulgated thereunder, governing the manufacture and testing of
                                         the Products including, as applicable, the United States Code of Federal Regulations
                                         (Title 21, Parts 210-211) and the International Conference on Harmonization guidance
                                         ICH Q7A, Good Manufacturing Practice Guidance for Active Pharmaceutical Ingredients.



 






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		1.5	“Confidential
                                         Information” shall mean (a) [***] of either Party, including, without limitation,
                                         all [***] and (b) any other information disclosed by either Party to the other orally,
                                         visually, in writing or in any other form, The manner in which the Confidential Information
                                         is disclosed shall not affect the characterization of such information as “Confidential
                                         Information.”



 


		1.6	“Custom
                                         Products” shall have the meaning set forth in Section 5.



 


		1.7	“FDA”
                                         shall mean the United States Food and Drug Administration or any successor federal agency
                                         having responsibility over regulatory approvals for the Products in the United States.



 


		1.8	“FDCA”
                                         shall mean the US Federal Food, Drug, and Cosmetic Act, as amended from time to time
                                         (21 U.S.C. Section 301 et seq.), together with any rules and regulations promulgated
                                         thereunder.



 


		1.9	“Force
                                         Majeure” shall mean any event or condition not within the reasonable control
                                         of a Party. Without limiting the foregoing, the following will constitute events or conditions
                                         of Force Majeure: riots, war, prolonged shortage of energy supplies, epidemics, fire,
                                         flood, hurricane, typhoon, earthquake, lightning, explosion and any other cause similar
                                         to the kind herein enumerated or equivalent forces, not within the reasonable control
                                         of the affected Party and which by exercise of due diligence the affected Party is unable
                                         to overcome. In the event of any dispute, the Party claiming to be affected by Force
                                         Majeure will bear the burden of proving to be affected in such way.



 


		1.10	“Losses”
                                         means any and all liabilities, claims, demands, causes of action, damages, loss and expenses,
                                         including interest, penalties, and reasonable lawyers’ fees and disbursements.



 


		1.11	“Products”
                                         shall mean the one or more products specified on Exhibit A, as attached hereto and as
                                         the same shall be amended from time to time and, if applicable, one or more Custom Products.



 


		1.12	“Recall”
                                         shall mean (i) a recall (as defined in 21 C.F.R. Part 7), field correction, market withdrawal,
                                         stock recovery, or other similar action with respect to a Product; and/or (ii) any decision
                                         by Purchaser not to sell or ship a Product to third parties which would have been subject
                                         to recall (as defined in 21 C.F.R. Part 7), field correction, market withdrawal, stock
                                         recovery, or other similar action if it had been sold or shipped, in each case taken
                                         in the good faith belief that such action was appropriate under the circumstances.



 






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		1.13	“Regulatory
                                         Agency” shall mean the FDA and such other similar and appropriate government
                                         regulatory authorities outside of the United States having authority to grant registration
                                         and marketing approvals for a given Product.



 


		1.14	“Sample”
                                         shall have the meaning set forth in Section 7.1.



 


		1.15	“Specifications”
                                         shall mean the quality and technical specifications for the Products and any applicable,
                                         one or more Custom Products as set forth on Exhibit A, as attached hereto and as the
                                         same shall be amended from time to time by mutual written agreement by the Parties.






 


		1.16	“Substitute
                                         Plasma” shall have the meaning set forth in Section 5.7



 


		1.17	“Term”
                                         shall have the meaning set forth in Section 17.1.



 


		1.18	“Term
                                         Year” shall mean the one (1) year period beginning on the Effective Date or
                                         any anniversary of the Effective Date during the Term of this Agreement.



 


		1.19	“Territory”
                                         shall mean the world without limitation.



 


		2.	Scope.
                                         For the Term of this Agreement, Supplier agrees to manufacture and supply the Products
                                         to Purchaser and Purchaser agrees to order and purchase the Products from Supplier in
                                         accordance with the terms and conditions specified in this Agreement. Purchaser intends
                                         for Supplier to be the primary supplier for the Product during the Term of this Agreement;
                                         however, in the event that Supplier actually fails to supply at least [***] of the Products
                                         in Purchaser’s orders in any rolling [***] period or advises pursuant to Section
                                         5.5 that it will be unable to supply all of the forecasted quantities, Purchaser may
                                         purchase Products from other sources in addition to Supplier to address such actual or
                                         anticipated supply shortfall, including as contemplated in Section 5.7.



 






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		3.	Pricing.
                                         Pricing for the Products is provided in Exhibit C, as attached hereto, and will remain
                                         firm for [***] beginning on the Effective Date. After that time, the Parties
                                         will annually negotiate in good faith mutually acceptable price modifications based on
                                         the then current market conditions. The first such annual negotiation will take place
                                         at least ninety (90) days prior to the end of the [***] and such negotiated
                                         price will be effective from the first day of the [***] until the end of such
                                         Term Year. Such process will be repeated for each Term Year during the Term and any extensions
                                         thereof.



 


		4.	Payment
                                         and Delivery Terms



 


		4.1	On
                                         or after each shipment date, Supplier will invoice Purchaser for the Products delivered
                                         in each shipment. Purchaser will pay for accepted Products within [***] after receipt
                                         of an invoice. If Purchaser disputes any portion of an invoice, Purchaser shall timely
                                         provide notice regarding any disputed amounts and pay all undisputed amounts with respect
                                         to such invoice. All payments will be made in United States Dollars.



 


		4.2	Unpaid
                                         balances shall accrue interest at a rate of [***] per month past due.



 


		4.3	Supplier
                                         will deliver or arrange for delivery of the Products to the Purchaser by use of a carrier
                                         specified by the Purchaser to the location specified by the Purchaser in the applicable
                                         purchase order F.C.A. (Incoterms 2010) Supplier’s facility. All costs of shipment,
                                         freight, insurance and all government taxes and duties incurred during shipment of the
                                         Products to Purchaser will be directly charged to and paid by Purchaser. In the case
                                         of overseas shipments, the forwarding agent shall be mutually agreed to by the Parties.
                                         Title and risk of loss for the Products will pass to Purchaser when Supplier delivers
                                         the Products from its control to the carrier’s control for delivery to Purchaser,
                                         Purchaser’s Affiliates, or to Purchaser’s contract manufacturers or partners
                                         as directed by Purchaser in the applicable purchase order.



  


		5.	Forecasts,
                                         Purchaser Orders and Obligation to Supply



 


		5.1	On
                                         the Effective Date, Purchaser will provide Supplier with a written [***] forecast setting
                                         forth the Purchaser’s requirements of each Product for each month during the succeeding
                                         [***] period. Thereafter, the forecast shall be updated on [***]. The quantities
                                         in the first [***] of each forecast will be considered binding on both Purchaser and
                                         Supplier. If Purchaser fails to provide any updated forecast in accordance with this
                                         Section 5.1, then Purchaser will be deemed to have submitted a forecast identical in
                                         all respects to the last forecast provided by Purchaser, except that the first month
                                         of such previous forecast shall be deleted and the quantities in the last month of the
                                         deemed forecast shall be identical to the last month of the previous forecast. Simultaneously
                                         with the delivery of each forecast to Supplier under this Section 5.1, Purchaser shall
                                         deliver to Supplier a purchase order for any Product quantities in the first [***] of
                                         such forecast for which purchase orders have not already been submitted in prior months,



 






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		5.2	Unless
                                         otherwise agreed to by Supplier, Purchaser shall not order Product with a requested delivery
                                         date less [***] from the date that such purchase order is received by Supplier and Supplier
                                         shall make commercially reasonable efforts to fill each order with Products by the requested
                                         delivery date. The purchase order will indicate the requested delivery date, the invoicing
                                         address, the delivery address and the required quantities of Product. Purchaser may place
                                         such orders of the Products either on its behalf or on behalf of any of its Affiliates
                                         and in each order, Purchaser will specify on whose behalf such order was made. Supplier
                                         will deliver the Products directly to, or as specified by, the company specified in the
                                         Purchase Order. The Product quantities specified for the [***] through the [***] of each
                                         forecast shall be non-binding estimates of future Product requirements.



 


		5.3	Provided
                                         that the Product quantities in a purchase order do not decrease by more than [***] from the applicable Product quantities that were included when each such month
                                         was month [***] in a forecast submitted under Section 5.1 and requested delivery dates
                                         on such purchase order conform to the requirements of Section 5.2, Supplier will review
                                         and accept such purchase order within [***] after receipt thereof. Unless Supplier notifies
                                         Purchaser to the contrary within [***] of receipt of the forecast, Supplier will be deemed
                                         to have accepted the forecast and will make available to Purchaser at its facility the
                                         quantities of the Products necessary to meet the forecasts submitted by Purchaser such
                                         that the required quantities plus [***] can be supplied to Purchaser
                                         at the requested delivery date and in accordance with this Agreement.



  


		5.4	From
                                         time to time, due to unforeseen circumstances, Purchaser may deliver to Supplier a purchase
                                         order for Product quantities in excess of those specified in Purchaser’s forecast
                                         submitted under Section 5,1. Upon Purchaser’s written request, Supplier shall use
                                         commercially reasonable efforts to provide Purchaser with such excess Product quantities,
                                         but shall not be obligated to do so if accommodating Purchaser would adversely impact
                                         Supplier’s ability to fulfill its commitments to other customers or to supply its
                                         own requirements.



 






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		5.5	In
                                         the event that Supplier determines that it will not be able to deliver any shipment of
                                         a Product by the date specified in the purchase order accepted by Supplier, or anticipates
                                         it will be unable to meet any Product quantities set forth in any non-binding portion
                                         of any forecast, Supplier will promptly notify Purchaser of such inability in writing,
                                         including the underlying reasons for such inability, proposed remedial measures and the
                                         date such inability is expected to end. Supplier shall use commercially reasonable efforts
                                         to ensure supply of such Product in accordance with the purchase orders and forecasts
                                         without interruption and shall use commercially reasonable efforts to remedy any inability
                                         as promptly as possible. Once the inability to timely fulfill purchase orders has been
                                         remedied, Supplier shall provide prompt written notice to Purchaser. In the event that
                                         sufficient quantities of the Product are not available to satisfy all of Supplier’s
                                         supply obligations to its customers, Supplier shall allocate for fulfillment of Purchaser’s
                                         orders a share of all of its available quantities of Product based on the relative proportion
                                         of such Product ordered by Purchaser, as compared to the aggregate quantities of such
                                         Product shipped by Supplier to its other customers during the [***] prior to the occurrence
                                         of the shortage of the Product.



 


		5.6	If,
                                         within [***] following Supplier’s receipt of a firm purchase order from Purchaser,
                                         Supplier is unable to supply all or part of the Products as forecasted in Section 5.1
                                         and ordered pursuant to this Agreement, then, Purchaser, at its sole discretion and in
                                         addition to the remedies available for breach of this Agreement, will have the right
                                         to cancel part or all of the order that Supplier is unable to supply. Supplier may remedy
                                         the cause of its inability to supply such quantity of the Products within such [***]
                                         period.



 


		5.7	hi
                                         the event that Supplier fails to supply all of the Products in an accepted firm purchase
                                         order and as a result Purchaser must purchase any Product from another plasma supplier
                                         (“Substitute Plasma”) [***].  Notwithstanding
                                         the foregoing, in no event shall Supplier be obligated to pay any amounts due under this
                                         Section with respect to any Product shortfall that is due to a Force Majeure event, subject
                                         to Section 12.



 






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		5.8	Purchaser
                                         may request that Supplier manufacture and supply a product that is manufactured in accordance
                                         with Purchaser’s customized specifications (“Custom Product”). The
                                         acceptance of such request shall be within Supplier’s sole discretion. The manufacture
                                         and supply of Custom Product shall be in accordance with the terms and conditions of
                                         this Agreement, provided, that Supplier shall not be considered to be in breach or default
                                         of this Agreement if Supplier supplies an amount of such Custom Product that is between
                                         [***] and [***]  the amount shown for such month
                                         on the [***] forecast provided pursuant to Section 5.1,



 


		6.	Specifications
                                         and Product Quality



 


		6.1	The
                                         Parties agree that all Products and/or Custom Products supplied by Supplier will comply
                                         with the Specifications shown in Exhibit A, as attached hereto, all applicable cGMPs
                                         and all applicable laws, rules and regulations and the Products will not be adulterated
                                         or misbranded under the FOCA. The Certificate of Analysis attached as Exhibit B hereto,
                                         evidencing compliance with the Specifications will accompany every Sample and Product
                                         shipped.



 


		6.2	All
                                         Products purchased by Purchaser hereunder will be collected, packed, processed, manufactured,
                                         stored and shipped in accordance with Supplier’s established standard operating
                                         procedures, any applicable industry standards or guidelines and all applicable laws,
                                         rules and regulations concerning the collection, packaging, processing, manufacturing,
                                         storing or shipping of the Products. The packaging will be strong enough to withstand
                                         the shock of transport and, if appropriate, suitable to contain an appropriate quantity
                                         of dry ice to keep the Products frozen for up to [***].



 


		6.3	All
                                         shipments of the Products will contain all duly and properly prepared documentation required
                                         by applicable laws, rules and regulations. The Products shall also be shipped with documentation
                                         that indicates the purchase order number, product code, lot number, quantity and price.



 






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		6.4	Within
                                         [***] of delivery of each Product to Purchaser as specified in Section 8.2, Purchaser
                                         will carry out an administrative visual verification of each shipment, making sure that
                                         (i) the number of parcels delivered corresponds to the amount indicated on the shipping
                                         documentation, (ii) that, based on visual inspection, the delivered Product was not damaged
                                         in transit, (iii) that the amount of Product delivered correspond to the amount indicated
                                         in the applicable purchase order, and (iv) that the labels of the parcels corresponds
                                         to the identifying information on the shipping documentation.


 


		6.5	Products
                                         may not have a definable minimum shelf life. Purchaser is responsible for establishing
                                         shelf life for use as intended for their internal manufacturing activities.



 


		6.6	Supplier
                                         shall retain and maintain, in accordance with eGMPs and all other applicable laws, rules
                                         and regulations, complete and accurate documentation of all validation data, stability
                                         testing data, lot records, quality control and laboratory testing and other data required
                                         under cGMPs or other applicable laws, rules and regulations in connection with the Products.
                                         All quality control and assurance records will be maintained by Supplier for a minimum
                                         of one (1) year following the Products’ expiration date or such other longer time
                                         period as may be required by applicable laws.



 


		6.7	The
                                         Specifications may be modified or changed only by the mutual written agreement of the
                                         Parties. To the extent that a modification or change to the Specifications results in
                                         an increase or decrease in the cost of manufacturing the Products, the Parties shall
                                         jointly examine and mutually agree upon the consequences thereof and shall make an appropriate
                                         increase or decrease to the price of the Products arising from such modification or change.
                                         At least [***] prior written notice to the other Party is required for any requested
                                         Specifications change; provided, however, that if any requested Specifications
                                         change requires any approval by any Regulatory Agency, the implementation of such requested
                                         change shall in no event be required until [***] after such approval have been obtained.
                                         Neither Party shall unreasonably withhold consent to Specification changes proposed by
                                         the other Party. If Purchaser requests that modifications or changes be made to the Specifications,
                                         Purchaser shall be responsible for the amount of all Product that has not yet been supplied
                                         under any accepted firm purchase order that Supplier is unable to sell to another customer
                                         using commercially reasonable efforts.



 


		6.8	If
                                         any Regulatory Agency having jurisdiction requires Supplier or Purchaser or its Affiliates
                                         to implement any changes to the Specifications, Supplier shall use commercially reasonable
                                         efforts to make such changes. Supplier shall promptly advise Purchaser as to any lead-time
                                         changes or other terms that may result from a change to the Specifications, including
                                         price adjustments necessary to enable Supplier to recover costs it incurred for materials
                                         already purchased by Supplier expressly for Purchaser or its Affiliates in connection
                                         with any Product that has not yet been supplied under any accepted firm purchase order,
                                         which materials are rendered unusable by Purchaser or its Affiliates due to a change
                                         in the Specifications necessary to comply with Regulatory Agency requirements.



 






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		7.	Acceptance
                                         and Rejection of the Sample



 


		7.1	Upon
                                         Supplier’s election, or Purchaser’s request, Supplier may send to Purchaser
                                         an evaluation sample that is representative of one or more lots of each Product (the
                                         “Sample”) as specified in Exhibit A. The lots from which the Sample originated
                                         shall be defined as “the Sample Lots”. Supplier will reserve not less than
                                         [***] from the Sample Lots (more if required pursuant to Exhibit A) until Purchaser has
                                         completed its testing and notifies (or is deemed to have notified) Supplier whether the
                                         Sample conforms to the Specifications.



  


		7.2	Upon
                                         delivery of the Sample to Purchaser, Purchaser will promptly inspect such Sample. Purchaser
                                         will notify Supplier in writing within [***] of delivery whether such Sample contains
                                         any defect or does not conform to Specifications, and whether the reserved quantity of
                                         the lot can be further manufactured into the Products for delivery to Purchaser. If Purchaser
                                         does not so notify Supplier within such [***] period, Purchaser shall be deemed to have
                                         accepted the Sample and upon such acceptance, Purchaser authorizes Supplier to manufacture
                                         the reserved quantity of the lots into Products and release the Products from such Sample
                                         Lots for shipment to Purchaser in accordance with applicable purchaser orders.



 


		7.3	Any
                                         Sample furnished by Supplier to Purchaser hereunder, which does not meet the Specifications,
                                         or which is, in Purchaser’s reasonable judgment, otherwise defective will be subject
                                         to rejection notwithstanding prior payment by Purchaser and within the terms of Section
                                         7.2 provided, that any rejection of Sample will be accompanied by a written explanation
                                         from Purchaser setting forth the basis or bases for such rejection.



 


		7.4	If
                                         Supplier disagrees with Purchaser’s assessment that the Sample does not meet the
                                         Specifications or is defective, the Parties will work together in good faith to investigate
                                         the cause. In the event that the Parties are not able to resolve the disagreement despite
                                         the good faith investigation, such issue will be submitted to an independent laboratory
                                         mutually agreed upon by the Parties. The report of such laboratory will be binding upon
                                         the Parties and the costs of such laboratory will be paid by the Party against which
                                         the finding is made.



 






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		7.5	If
                                         Supplier accepts Purchaser’s rejection or if applicable, it is determined by an
                                         independent laboratory that the Sample does not meet the Specifications or is defective,
                                         Supplier will (i) replace the Sample with a Sample that conforms to the Specifications
                                         and is not defective within [***] at no cost to Purchaser, and (ii) upon presentation
                                         of Purchaser’s invoice therefor, credit Purchaser for the costs and expenses described
                                         in the next sentence incurred by Purchaser in connection with such rejected Sample against
                                         any other payments due to Supplier from Purchaser or, following expiration or termination
                                         of this Agreement, [***].



 


		7.6	If
                                         a defect is found either during the testing of the Sample or the incoming inspection
                                         of the Products, Supplier may, at its election, collaborate in performing the investigation
                                         necessary to determine and remove the cause of the defect.



 


		7.7	For
                                         the avoidance of doubt, Purchaser agrees that upon Purchaser’s acceptance of the
                                         Sample, Purchaser may not subsequently reject any future shipment of any Product or Product
                                         lots from the Sample Lot(s) based on non-conformity to Specifications, or defect that
                                         was discoverable based on inspection of the Sample, unless such nonconformity or defect
                                         resulted from, arose out of, or in connection with any breach of with (i) any breach
                                         of any term or condition in this Agreement; (ii) willful misconduct or negligence of
                                         Supplier or its agents or employees; or (iii) the inaccuracy or breach of any representation
                                         or warranty made by such Supplier in this Agreement. For example, Purchaser could reject
                                         a future shipment of Product from the Sample Lot based on defects to the Product arising
                                         during shipment as a result of Supplier’s failure to properly package the Product.



  


		8.	Acceptance
                                         and Rejection of the Product



 


		8.1	For
                                         the avoidance of doubt, this Section 8 shall only apply to circumstances in which no
                                         Sample of a Product is supplied and delivered to Purchaser.



 






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		8.2	Upon
                                         delivery of one or more Product lots to Purchaser, Purchaser will promptly inspect such
                                         lots and will notify Supplier in writing within [***] of delivery if such lots contains
                                         any defect or if the delivery is short against the Purchaser’s purchase order.
                                         Any Products not rejected during such [***] period will be deemed to be accepted by Purchaser.



 


		8.3	Any
                                         Product lots furnished by Supplier to Purchaser hereunder, which do not meet the Specifications,
                                         or which are otherwise defective, will be subject to rejection notwithstanding prior
                                         payment by Purchaser, provided, that any rejection of the Products will be accompanied
                                         by a written explanation from Purchaser setting forth the basis or bases for such rejection.



 


		8.4	If
                                         Supplier disagrees with Purchaser’s assessment that the Product lots do not conform
                                         to the Specifications or are defective, the Parties will work together in good faith
                                         to investigate the cause. In the event that the Parties are not able to resolve the disagreement
                                         despite the good faith investigation, such issue will be submitted to an independent
                                         laboratory mutually agreed upon by the Parties. The report of such laboratory will be
                                         binding upon the Parties and the costs of such laboratory will be paid by the Party against
                                         which the finding is made.



 


		8.5	If
                                         Supplier accepts Purchaser’s rejection or it is determined by an independent laboratory
                                         that the Product Lots do not meet the Specifications or are defective, Supplier will
                                         (i) replace within [***] the defective Product lots with lots that conform to the Specifications
                                         and are free from defects at no cost to Purchaser, and (ii) upon presentation of Purchaser’s
                                         invoice therefor, credit Purchaser for the costs and expenses described in the next sentence
                                         incurred by Purchaser in connection with such rejected Product lots against any other
                                         payments due to Supplier from Purchaser, or, following expiration or termination of this
                                         Agreement, promptly refund such amounts to Purchaser. Such costs and expenses shall be
                                         limited to [***].



 


		8.6	The
                                         rejected Product lots shall be held for Supplier’s disposition, or shall be returned
                                         to Supplier, or destroyed if required by applicable law, in each case at Supplier’s
                                         expense, as directed by Supplier. In the event Supplier does not give instructions regarding
                                         the disposition of such rejected lots within [***] after notice of rejection of the Products
                                         by Purchaser to Supplier, Purchaser will have the right to destroy or otherwise dispose
                                         of all such rejected lots at Supplier’s sole expense and without obligation to
                                         compensate Supplier for any part of such rejected lots.



 






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		8.7	If
                                         Supplier fails to deliver to Purchaser the amount of a Product specified in Purchaser’s
                                         firm purchase order, Purchaser may request that Supplier increase the quantity of such
                                         Product for the next delivery to Purchaser by the amount of such shortfall.



 


		9.	Product
                                         Recalls. In the event that either Party believes it may be necessary to conduct
                                         a Recall of any Product, the Parties shall promptly consult with each other as to how
                                         best to proceed and use commercially reasonable efforts in assisting one another; it
                                         being understood and agreed that the final decision as to any Recall of any Product shall
                                         be made by Purchaser and that Purchaser shall have complete control over any such Recall;
                                         provided, that, neither Party shall be prohibited hereunder from taking any action that
                                         it is required to take by applicable law or regulatory requirement. In the event that
                                         a Recall of a Product from sale is necessary as a result of a breach of this Agreement
                                         by Supplier, the willful misconduct or negligence of Supplier, or the failure of Supplier
                                         to supply Product in accordance with the Specifications and all applicable laws, rules
                                         and regulations, Supplier shall be responsible for all costs relating thereto. Subject
                                         to the above, Purchaser shall bear the costs of any Recall in any other circumstances.



 


		10.	Regulatory
                                         Compliance and Related Matters



 


		10.1	Supplier
                                         represents and warrants that the design and manufacturing process for the Products follows
                                         the principles of the International Organization for Standardization standard on quality
                                         management systems for medical devices (ISO 13485:2003).



 


		10.2	Supplier
                                         acknowledges that some of Purchaser’s products which incorporate the Products are
                                         subject to regulations which do not allow changes to process and Product characteristics
                                         unless properly validated and timely submitted for approval to the relevant Regulatory
                                         Agency. Any material change in the manufacturing process, storing conditions of any Product
                                         will not be allowed unless a written agreement is reached by the Parties and a written
                                         approval is submitted by Purchaser to Supplier.



 


		10.3	Supplier
                                         acknowledges that between-lot consistency of physical-chemical characteristics and immunoreactivity
                                         of the Products will be critical to Purchaser in order to comply with the FDA Quality
                                         System Regulation (21 C.F.R. Part 820) in place. Therefore, Supplier will use commercially
                                         reasonable efforts to ensure consistency of physical-chemical characteristics and immunoreactivity
                                         of the Products as defined in the Specifications.



  


		10.4	Purchaser
                                         acknowledges that Supplier will have no means to verify the performance of the Products
                                         in any products manufactured by Purchaser. Therefore, Purchaser is obligated to share
                                         with Supplier experimental evidence showing unusual/suboptimal performances. Supplier
                                         is obligated to take into consideration functional quality control data provided by Purchaser
                                         and to entertain joint analysis and effort with Purchaser representatives to interpret
                                         results and troubleshoot any problems.



 






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		10.5	Supplier
                                         acknowledges that Purchaser must perform, under the FDA Quality System Regulation (21
                                         C.F.R. Part 820), regular audits and quality inspections of its critical suppliers. In
                                         such consideration, Supplier will allow Purchaser’s quality assurance representatives
                                         to enter its premises and perform standard quality audits according to ISO 13485:2003
                                         once annually. Purchaser must notify Supplier at  [***] prior to the audit and such
                                         audit shall be scheduled at [***]. Supplier will make its personnel and quality documents
                                         available to Purchaser’s representatives. Such audits will be subject to the confidentiality
                                         obligations set forth below in Section 13.



 


Supplier
acknowledges that a Regulatory Agency may request to perform audits and quality inspections of Purchaser’s critical suppliers.
In such consideration, Supplier will allow such Regulatory Agency’s representatives to enter its premises and perform standard
quality audits of Supplier’s operations related to the Products. Supplier will make its personnel and quality documents
available to any Regulatory Agency’s representatives. Supplier shall advise Purchaser by telephone and facsimile of any
such audit-and shall provide all relevant information regarding any such inspection, each as soon as reasonably practicable. Supplier
agrees that Purchaser or Purchaser’s Affiliates shall have the right to be present at any inspection regarding the Product
specifically purchased by Purchaser so long as Purchaser or the Purchaser Affiliate does not interfere with the inspection. Supplier
shall promptly send Purchaser a copy of any inspection report observations issued by a Regulatory Agency related to the Product,
or materials used in connection therewith, as well as responses to any inspection reports prepared in accordance with this Section
10.6. Such audits and inspections will be subject to the confidentiality obligations set forth below in Section 13.


 


		10.6	Supplier
                                         will provide Purchaser with technical documentation that may be required to support the
                                         use of the Products in any of Purchaser’s products and that will be disclosed to
                                         any Regulatory Agency, as reasonably requested and needed.



 






    13


     


    

 


		11.	Representations
                                         and Warranties



 


		11.1	Supplier
                                         represents and warrants that as of the Effective Date of this Agreement, it has all material
                                         permits, licenses and agreements which are required by international or local regulatory
                                         agencies in order for Supplier to supply the Products and perform its obligations hereunder.



  


		11.2	Supplier
                                         represents and warrants to the best of its knowledge, the performance by Supplier of
                                         its obligations to Purchaser under this Agreement will not infringe the intellectual
                                         property rights of any third party and that Supplier has not received any notice of any
                                         claim or demand, and, to its knowledge, there is no existing state of facts that would
                                         support such a claim or demand by any third party, challenging Supplier’s intellectual
                                         property rights related to the performance of this Agreement.



 


		11.3	Supplier
                                         represents and warrants that it will supply the Products, and otherwise perform all of
                                         its obligations under this Agreement, in accordance with applicable foreign, domestic
                                         and local laws, rules and regulations and the Specifications.



 


		11.4	Supplier
                                         represents and warrants that the Product delivered hereunder shall have been collected,
                                         stored and delivered to or placed with the Purchaser’s designated agent/carrier
                                         in accordance with applicable laws, rules, regulations and current cGMPs regulations
                                         as published and/or amended from time to time by the FDA. Supplier further represents
                                         and warrants that the Product delivered hereunder shall not, as of the date of delivery
                                         to or placement with Purchaser’s agent/carrier, be adulterated or misbranded within
                                         the meaning of the FDCA, shall be in full compliance with as applicable, the Biological
                                         Products section of the Public Health Service Act and applicable regulations, and shall
                                         be in full compliance with any other applicable international, federal, state or local
                                         laws or regulations.



 


		11.5	Supplier
                                         represents and warrants that the Product will be free from all liens, claims and encumbrances.



 


		11.6	Each
                                         party represents and warrants not to discriminate against any person on the basis of
                                         race, religion, color, sex, national origin, age, disability, sexual orientation, veteran
                                         status, uniform service membership status, citizenship status, genetic information or
                                         any other protected status in accordance with all applicable federal, state, and local
                                         laws in the performance of the Services under this Agreement.



 






    14


     


    

 


		11.7	Each
                                         of the Patties represents and warrants that. (i) it has the corporate or other requisite
                                         power and authority to execute, deliver and perform this Agreement, (ii) the execution,
                                         delivery and performance of this Agreement by it have been duly authorized by all necessary
                                         corporate or other actions, (iii) it has duly and validly executed and delivered this
                                         Agreement (iv) this Agreement is a legal, valid and binding obligation, enforceable against
                                         it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization,
                                         moratorium or other similar laws affecting creditors’ rights generally and general
                                         equity principles; and (v) the execution and delivery of and performance under this Agreement
                                         by such Party does not, and will not, conflict with or violate any other agreement or
                                         obligations with third parties or any restrictions of any kind or any law to which it
                                         is bound or subject.



  


		11.8	Each
                                         Party represents, warrants and covenants to the other Party that it has never been, is
                                         not currently, and, during the Term, will not become, a Debarred Entity. Each Party further
                                         represents, warrants and covenants that no Debarred Individual, Debarred Entity has performed
                                         or rendered, or will perform or render, any services or assistance on its behalf relating
                                         to activities taken pursuant to this Agreement.



 


		11.8.1	A
                                         “Debarred Individual” is an individual who has been debarred by the FDA pursuant
                                         to 21 U.S.C. §335a (a) or (b) from providing services in any capacity to a pet-son
                                         that has an approved or pending drug product application, or an employer, employee or
                                         partner of a Debarred Individual.



 


		11.8.2	A
                                         “Debarred Entity” is a corporation, partnership or association that has been
                                         debarred by the FDA pursuant to 21 U.S.C. §335a (a) or (b) from submitting or assisting
                                         in the submission of any abbreviated drug application, or an employee, partner, shareholder,
                                         member, subsidiary or affiliate of a Debarred Entity.



 


		11.8.3	If
                                         any of the foregoing warranties or representations becomes untrue (by way of example
                                         only, if a Party or any individual or entity performing services on its behalf hereunder
                                         becomes debarred after the Effective Date of this Agreement), such Party shall immediately
                                         notify the other Party and this shall constitute grounds for immediate termination by
                                         the other Party.



 


		11.9	The
                                         representations and warranties set forth in Section 11 shall survive the execution and
                                         delivery of this Agreement. If any representations and warranties become untrue during
                                         the Term of this Agreement, Supplier shall promptly notify Purchaser in writing.



 






    15


     


    

 


		11.10	Warranty
                                         Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY
                                         MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
                                         INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                                         PURPOSE.



 


		12.	Force
                                         Majeure



 


		12.1	If
                                         either Party is temporarily rendered unable, wholly or in part, by any Force Majeure
                                         event, to comply with its obligations under this Agreement, excluding the obligation
                                         to make payments required under this Agreement, such Party shall not be liable in damages
                                         for any delay or default in such Party’s performance hereunder, provided, notice
                                         thereof is given as required in Section 12.2.



  


		12.2	A
                                         Party affected by any event of Force Majeure shall:



 


		12.2.1	within
                                                                                                                                                                                                                                     [***] after the occurrence of such event notify the other Party, in writing, explaining the nature, details and expected
                                                                                                                                                                                                                                     duration of such event. Such Party shall also notify the other Party from time to time as to when the affected Party
                                                                                                                                                                                                                                     reasonably expects to resume performance in whole or in part of its obligations hereunder, and notify the other Party of the
                                                                                                                                                                                                                                     cessation of any such event;



 


		12.2.2	use
                                         diligent efforts to resume full performance of its obligations under this Agreement as
                                         soon as reasonably practical; and



 


		12.2.3	pending
                                         such resumption, use commercially reasonable efforts to facilitate any efforts that the
                                         other Patty may make to procure an alternative method by which its obligations under
                                         this Agreement may be performed.



 


		12.3	If,
                                         as a result of Force Majeure, Supplier is unable to manufacture or supply the full amount
                                         of the Product ordered by Purchaser or which Purchaser would have ordered but for such
                                         circumstances, and if such circumstances continue or are reasonably likely to continue
                                         for more than [***] Purchaser may terminate this Agreement upon written notice
                                         to Supplier.



 






    16


     


    

 


		13.	Confidentiality



 


		13.1	During
                                         the Term of this Agreement, as well as for [***] thereafter, the Parties and their Affiliates
                                         will keep secret any Confidential Information unless and to the extent such Confidential
                                         Information:



 


		(A)	at
                                         the time of disclosure to the receiving party, is published, known publicly or is otherwise
                                         in the public domain; or



 


		(B)	after
                                         disclosure to the receiving party, becomes part of the public domain by publication or
                                         otherwise, through no fault of the receiving party; or



 


		(C)	was
                                         in the possession of the receiving party at the time of disclosure by the disclosing
                                         party and the receiving party can establish and prove that the information was in its
                                         possession; or



 


		(D)	comes
                                         to either Party from a third person legally entitled to disclose it; or



 


		(E)	is
                                         required by law, regulation, rule, act or order of any governmental authority or agency
                                         to be disclosed by the receiving party; provided, however, that the receiving
                                         party gives the disclosing party [***] advance written notice to permit the disclosing
                                         party to seek a protective order with respect to such information and thereafter the
                                         receiving party discloses only the minimum information required to be disclosed in order
                                         to comply; or



  


		(F)	is
                                         approved for public release by written authorization of the other Party; or



 


		(G)	is
                                         independently developed by or on behalf of the receiving party as evidenced by its written
                                         records.



 


		13.2	For
                                         a period of [***] from the termination or expiration of this Agreement, Purchaser and
                                         Supplier agree:



 


		(A)	to
                                         treat the Confidential Information as it would its own proprietary information; and



 


		(B)	to
                                         take all reasonable precautions to prevent the disclosure of the Confidential Information
                                         to a third party without written consent of the other Party.



 


		13.3	Upon
                                         termination of this Agreement, each Party shall, upon the request of the other Party,
                                         return all copies, whether in paper, electronic, or other format, of all Confidential
                                         Information received by it from the other Party which contain the other Party’s
                                         Confidential Information, or destroy all of such documents, and certify in writing the
                                         destruction thereof to the other Party, except that one copy thereof may be retained
                                         solely for archival or regulatory compliance purposes in the files of the legal counsel
                                         for the Party.



 






    17


     


    

 


		14.	Indemnification



 


		14.1	Subject
                                         to Section 15, and in addition to any other remedy available to the Parties, each Party
                                         shall defend, indemnify and hold harmless the other Party, its Affiliates and their respective
                                         officers, directors, partners, shareholders, employees and agents from and against any
                                         all Loss incurred by any of them to the extent resulting from, arising out of, or in
                                         connection with (1) any breach of any term or condition in this Agreement by such Party;
                                         (ii) willful misconduct or negligence of such Party or its agents or employees; or (iii)
                                         the inaccuracy or breach of any representation or warranty made by such Party in this
                                         Agreement, except to the extent such Losses arise as a result of the breach of this Agreement,
                                         willful misconduct or negligence of the Party seeking indemnification, its Affiliates
                                         or its or their respective officers, directors, partners, shareholders, employees or
                                         agents. The indemnifying party’s liability shall not exceed the greater of (a)
                                         [***] or (b) [***].



 


		14.2	Promptly
                                         after receipt by the indemnified party of the commencement of any such claim, demand,
                                         action, suit or proceeding which is the subject of the other Party’s indemnification
                                         obligations hereunder, such indemnified party shall notify the other Party of the commencement
                                         of the claim, demand, action, suit, or proceeding. Any failure to provide such notice
                                         shall only relieve the other Party of its indemnification obligations hereunder to the
                                         extent it has been materially prejudiced by such failure. The indemnifying party promptly
                                         will defend, contest, or otherwise protect against any such Loss at its own cost and
                                         expense. The indemnified party may, but will not be obligated to, participate at its
                                         own expense in a defense thereof by counsel of its own choosing, but the indemnifying
                                         party shall be entitled to control the defense unless the indemnified party has relieved
                                         the indemnifying party from liability with respect to the particular matter. Except as
                                         otherwise set forth herein, the indemnified party shall not, except at its own cost and
                                         expense, compromise or settle, or seek to compromise or settle, any Loss. If the indemnifying
                                         party fails to timely defend, contest, or otherwise protect against any such loss, the
                                         indemnified party may, but will not be obligated to, defend, contest, or otherwise protect
                                         against the same, and make any compromise or settlement thereof and recover the entire
                                         costs thereof from the indemnifying party, including its reasonable attorneys’
                                         fees, disbursements, and all amounts paid as a result of such Loss or the compromise
                                         or settlement thereof. At the indemnifying party’s expense, the indemnified party
                                         shall cooperate and provide such assistance as the indemnifying party may reasonably
                                         request in connection with the defense of the matter subject to indemnification.



 






    18


     


    

 


		14.3	During
                                         the term of this Agreement and in amounts not less than defined below, each Party shall
                                         carry, at its sole cost and expense, including, but not limited to: (a) comprehensive
                                         general liability insurance (including Premises Operations, Independent Contractors,
                                         Products/Complete Operations and Contractual Liability) in $[***] per occurrence and
                                         $[***] in the aggregate; (b) professional liability insurance in $[***] per occurrence;
                                         and c) workers compensation and other insurance with such coverage and in such amounts
                                         as required by applicable law. Each Party shall, upon reasonable request of the other
                                         Party, provide the requesting party with a copy of the foregoing policies of insurance
                                         in accordance with the policy terms and conditions.



 


		15.	Limitation
                                         of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
                                         INCIDENTAL OR SPECIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS ARISING FROM
                                         OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY
                                         OF SUCH DAMAGES. HOWEVER, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE
                                         INDEMNIFICATION RIGHTS OR OBLIGATIONS OF THE PARTIES UNDER SECTION 14, AS APPLICABLE.
                                         THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A THIRD PARTY CLAIM SUBJECT
                                         TO INDEMNIFICATION UNDER SECTION 14 OR A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY
                                         OBLIGATIONS.



 


		16.	Dispute
                                         Resolution. If any disputes arise between the Parties relating to, arising out
                                         of or in any way connected with this Agreement or any term or condition hereof, or the
                                         performance by either Party of its obligations hereunder, whether before or after termination
                                         of this Agreement, each of the Parties will, within a reasonable amount of time after
                                         any such dispute arises, be entitled to submit to the other Party written notice of such
                                         dispute. For a period of [***] after the date written notice is given, the Parties will
                                         seek to resolve such dispute by good faith negotiations between the Supplier’s
                                         Chief Financial Officer (or her designee) and the Purchaser’s Senior Vice President,
                                         Operations (or his designee). If at the end of such [***] period the dispute remains
                                         unresolved, the Parties may seek relief for such dispute using any appropriate judicial
                                         mechanism which may be available. The provisions of this Section 16 will not restrict
                                         in any way the Parties’ rights to seek preliminary injunctive or other equitable
                                         relief from any court having jurisdiction.



 






    19


     


    

 


		17.	Term
                                         and Termination



 


		17.1	The
                                                                                                                                                                                                                                     term of this Agreement will commence on the Effective Date and will continue until the [***] of the Effective Date (the
                                                                                                                                                                                                                                     “Tent”), unless earlier terminated or extended as provided herein. The Term will automatically be extended for
                                                                                                                                                                                                                                     [***] periods unless, on or before [***] prior to the end of the then current term, either Party
                                                                                                                                                                                                                                     delivers to the other written notice that it does not wish to extend the Term of this Agreement.



 


		17.2	Either
                                         Party may terminate this Agreement upon written notice if the other Party is in material
                                         breach and fails to cure the same within [***] notice of said breach or default.



 


		17.3	Either
                                         Party may terminate this Agreement if the other Party (i) commences a voluntary case
                                         under the Bankruptcy Code; (ii) has filed against it a petition commencing an involuntary
                                         case under the Bankruptcy Code that shall not have been dismissed within sixty (60) days
                                         after the date on which such petition is filed; (iii) seeks relief as a debtor under
                                         any applicable law, other than the Bankruptcy Code, of any jurisdiction relating to the
                                         Liquidation or reorganization of debtors or to the modification or alteration of the
                                         rights of creditors, or consents to or acquiesces in such relief; (iv) has entered against
                                         it an order by a court of competent jurisdiction (a) finding it to be bankrupt or insolvent,
                                         (b) ordering or approving its liquidation or reorganization as a debtor or any modification
                                         or alteration of the rights of its creditors or (c) assuming custody of, or appointing
                                         a receiver or other custodian for, all or a substantial portion of its property; (v)
                                         makes an assignment for the benefit of, or enters into a composition with, its creditors,
                                         or appoints, or consents to the appointment of, or suffers to exist a receiver or other
                                         custodian for, all or a substantial portion of its property or (vi) any similar occurrence
                                         reasonably indicating an imminent inability to perform substantially all of the Party’s
                                         duties under this Agreement. In the event of termination hereunder, the non-defaulting
                                         party may by notice in writing to the defaulting party declare all or any part of amounts
                                         due hereunder then outstanding to be immediately due and payable.



 


		17.4	Termination
                                         Without Cause. Either Party may terminate this Agreement for any reason or no reason
                                         (i.e., for its convenience) upon written notice to the other Party of its intention to
                                         terminate. Such termination notice shall be given at least twelve (12) months in advance
                                         of the effective date of the termination.



 






    20


     


    

 


		17.5	If
                                         the Agreement is terminated by Supplier pursuant to Sections 17.2 or 17.3, Purchaser
                                         shall be responsible for any finished Products produced and delivered by Supplier in
                                         fulfillment of firm purchase orders.



 


		17.6	Notwithstanding
                                         anything herein to the contrary, Section 4, 6.1-6.6, 7.7, 8, 9, 10.6, 13, 14, 15, 16,
                                         17, 18 and this Section 17.6 will survive the termination, expiration, cancellation or
                                         abandonment of this Agreement.



 


		18.	Miscellaneous



 


		18.1	Neither
                                         Party will disclose to any third party or originate any publicity, news release or public
                                         announcement, written or oral, whether to the public or the press, or otherwise, referring
                                         to the terms of this Agreement, including its existence, the subject matter to which
                                         it relates, the performance under it or any of its specific terms and conditions, except
                                         (i) for disclosures required by applicable law, rule, regulation or judicial or administrative
                                         process, or (ii) by such announcements as are mutually agreed upon by the Parties in
                                         writing.



 


		18.2	Except
                                         as otherwise provided herein, no right, express or implied, is granted by this Agreement
                                         to use in any manner the name “SeraCare Life Sciences, Inc.” or any other
                                         trade name or trademark of a Party or its Affiliates or subsidiaries in connection with
                                         the performance of this Agreement.



 


		18.3	This
                                         Agreement and the Exhibits attached hereto constitute the entire understanding between
                                         the parties with respect to the subject matter hereof and supersedes and replaces all
                                         previous negotiations, understandings, representations, writings, and contract provisions
                                         and rights relating to the subject matter hereof. If there is any conflict between this
                                         Agreement and the terms and conditions contained on any purchase order or invoice, the
                                         terms and conditions of this Agreement shall prevail. No amendments, changes, modifications,
                                         waivers or alterations of the terms and conditions of this Agreement shall be binding
                                         upon either Party hereto unless in writing and signed by both Parties.



 


		18.4	This
                                         Agreement and its Exhibits will be governed by, and construed in accordance with the
                                         laws of the [***] without regard to the conflict-of-laws principles thereof
                                         except for [***]



 






    21


     


    

 


		18.5	Any
                                         notice, demand, offer, request or other communication required or permitted to be given
                                         by either Party pursuant to the terms of this Agreement will be in writing and will be
                                         deemed effectively given the earlier of (i) when received; (ii) when delivered personally;
                                         (iii) one (1) day after being delivered by facsimile (with receipt of appropriate confirmation);
                                         (iv) one (1) day after being deposited with an overnight courier service; or (v) four
                                         (4) days after being deposited in the mail, First Class with postage prepaid, and addressed
                                         with respect to a Party as follows, or to such other address as a Party may request by
                                         notifying the other Party thereof in writing as set forth in this Section 18.5:



 


If
to Purchaser:


 


Humacyte,
Inc.


7020
Kit Creek Road


P.O.
Box 12695


Durham,
NC 27709


Facsimile
No. [***]


Attn:
[***]


[***]


If
to Supplier:


SeraCare
Life Sciences, Inc.


37
Birch Street


Milford,
MA 01757


Facsimile
No.: [***]


Attn:
[***]


[***]


 


		18.6	This
                                         Agreement may be executed in counterparts, each of which will be deemed to be an original
                                         but all of which will constitute one and the same agreement. Delivery of an executed
                                         counterpart signature page by facsimile or by email transmission in portable document
                                         format, or similar format, is as effective as executing and delivering this Agreement
                                         in the presence of the other Party to this Agreement. This Agreement is effective upon
                                         delivery of one executed counterpart from each Party to the other Party.



 


		18.7	None
                                         of the provisions of this Agreement is intended to create, nor shall be deemed or construed
                                         to create, any relationship between the Parties other than that of independent parties
                                         contracting with each other for the purpose of effecting the provisions of this Agreement.
                                         Under no circumstances will either Party, its agents and employees, be deemed agents
                                         or representatives of the other Party, or have the right to enter into any contracts
                                         or commitments in the name of or on behalf of the other Party in any respect whatsoever.
                                         Nothing herein shall be construed to create the relationship of partnership, principal
                                         and agent, or joint venture between Supplier and Purchaser.



 






    22


     


    

 


		18.8	This
                                         Agreement will inure to the benefit of and be binding upon the Parties hereto and their
                                         respective legal representatives and successors, and nothing in this Agreement, express
                                         or implied, is intended to confer upon any other person any rights or remedies of any
                                         nature whatsoever under or by reason of this Agreement. Except as herein specifically
                                         provided to the contrary, neither Party may assign this Agreement or any rights or obligations
                                         hereunder, without the prior written consent of the other Party, and any such assignment
                                         will be void; provided, however, either Party (or its permitted successive assignees
                                         or transferees hereunder) may assign or transfer this Agreement as a whole without consent
                                         to an Affiliate or to an entity that succeeds to all or substantially all of the business
                                         or assets of such Party to which this Agreement relates.



 


		18.9	The
                                         Parties hereto have negotiated and prepared the terms of this Agreement in good faith
                                         with the intent that each and every one of the terms, covenants and conditions herein
                                         be binding upon and inure to the benefit of the respective Parties. Accordingly, if any
                                         one or more of the terms, provisions, promises, covenants or conditions of this Agreement
                                         or the application thereof to any person or circumstance will be adjudged to any extent
                                         invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent
                                         jurisdiction, such provision will be as narrowly construed as possible, and each and
                                         all of the remaining terms, provisions, promises, covenants and conditions of this Agreement
                                         or their application to other persons or circumstances will not be affected thereby and
                                         will be valid and enforceable to the fullest extent permitted by law. To the extent this
                                         Agreement is in violation of applicable law, then the Parties agree to negotiate in good
                                         faith to amend the Agreement, to the extent possible consistent with its purposes, to
                                         conform to law.



  


		18.10	The
                                         failure of either Party to enforce at any time or for any period of time the provisions
                                         hereof shall not be construed to be a waiver of such provisions, or of the right of such
                                         Party thereafter to enforce each and every such provision. Waiver of any breach will
                                         not be deemed a waiver of any other breach, even of a similar nature.



 


		18.11	This
                                         Agreement and any amendments must be in writing and signed by authorized representatives
                                         of both Parties.



 


[signature
page follows]


 






    23


     


    







 


[Signature
Page to Supply Agreement]


 


IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its officers thereunto duly
authorized on the Effective Date first above written.


 


 


	Humacyte,
    Inc.	SeraCare
    Life Sciences, Inc.
	 
	By:	Paul
        A. Boyer
	By:	Charlie
        Mamrak

	Title:	CFO
	Title:	Chief
        Executive Officer

	Signature:	/s/
        Paul Boyer
	Signature:	/s/
        Charlie Mamrak

	Date:	1.9.14
	Date:	1/9/13



 






    24


     


    

 


Exhibit
A


Products
and Specifications


 


	Humacyte Customer Specification Summary Form	December 12, 2013



 


	Product
        Code:

         

        TBD
	Description:

         

        [***]
	Revisions:

         

        Draft



 





	Category	Detail/Criteria
	Raw Material	[***]
	Donor Viral Requirements	[***]
	Sample for Evaluation	[***]
	Special Processing Requirements	[***]
	Final Product Testing Requirements	[***]
	Side Sample Volume	NA
	Labels to Includes	[***]
	Special Bottling Requirements	[***]
	Certificate of Analysis to Include	[***]
	Special Shipping Instructions	Undefined
	Other Comments	 


 


	Entered
    by	 
	Reviewed
    By:	 


 


[***]
12Dec13


 






    25


     


    

 


Exhibit
B


Certificate
of Analysis


 


 


 


 






    26


     


    

 


 


[***]


 









    27


     


    

 





Exhibit
C Pricing


  


[***]


 





28