Exhibit
10.12


 


Laboratory
Service Agreement


TERMS
AND CONDITIONS (MARCH 1, 2015)


 


This
program is intended to serve a mutual benefit to both Northwestern University, an Illinois corporation having its business address at
633 Clark Street, Evanston, Illinois, 60208-1110 (hereinafter “Northwestern”, or “University”) and the Requesting
Entity described herein.


 


REQUESTING
ENTITY HEREBY ACKNOWLEDGES AS FOLLOWS:


 


That
Northwestern University, an educational institution of higher learning and research, in order to support the community, and further its
academic mission, is making available, on a limited basis as described herein, academic research facilities and resources, where those
facilities may be unique in the geographic area and as available when not in use by faculty or students who retain the priority status
for their use; and


 


That
this limited arrangement is consistent with National Science Foundation (“NSF”) Important Notice #91 dated March, 11, 1983
and NSF Important Notice #122 dated June 16, 1998; and


 


That
Northwestern University must remain in strict compliance with federal regulations pertaining to the use of federally supported facilities
and equipment including IRS Rev. Proc. 2007-47 (updating IRS Rev. Proc. 97-14), 0MB Circulars A-21, A-110 and A-133 and other applicable
regulations; and


 


That
participation in this Laboratory Service Agreement is by special arrangement only and that this program is intended to be of a
short duration and minimally intrusive to the active workings of the University and therefore, the terms of this agreement are non-negotiable.
For activities not falling within the limited scope of this program, traditional sponsored research is available through the University’s
Office for Sponsored Research.


 


THE
PARTIES HEREBY AGREE:


 


1.0
PROJECT: Northwestern agrees to undertake certain tasks set forth in the Project Specification (in the form of Exhibit A), which may
include training of Requesting Entity’s personnel in the use of Northwestern’s equipment.


 


2.0
REPORTS: If Applicable, as set forth in the Project Specifications, Northwestern’s project director shall furnish Requesting Entity
with a final report consisting of the data and test results generated by Northwestern in conducting the Project, within thirty (30) days
after completion of the project. The parties acknowledge that for Northwestern’s operations and auditing purposes, Northwestern
may provide information regarding this Agreement to Northwestern’s auditors and, as necessary, regulatory entities or authorities.


 


3.0
PUBLICATIONS: Requesting Entity recognizes that Northwestern is a tax-exempt organization under Section 50l(c)(3) of the Internal Revenue
Code and must serve a public rather than a private interest and must maintain the discretion to present or publish, at its discretion,
Northwestern’s methodologies developed or used in the Project.


 


4.0
INTELLECTUAL PROPERTY: Each party shall retain ownership to its own intellectual property. Northwestern’s intellectual property
policy may be viewed at: https://www .invo.northwestern.edu/policies/patent-invention-policy-current. Copies of all data and test
results generated during the execution of this project shall be delivered to, and become the property of, the Requesting Entity.


 


5.0
CONFIDENTIALITY: Requesting Entity will not disclose confidential information to Northwestern unless a Mutual Confidential Disclosure
Agreement has been signed by both parties.


 


6.0
TERM AND TERMINATION, FEES: This Agreement is effective as of the date of last signature of this Agreement and shall continue through
completion of the work provided in the Project Specifications. Northwestern may terminate this Agreement at any time with twenty (20)
days written notice to the Requesting Entity, and shall refund any fee paid to Requesting Entity. Requesting Entity may terminate this
agreement at any time with twenty (20) days written notice. Upon termination by Requesting Entity, Requesting Entity shall pay within
30 days of termination the fee payable under the Project Specification Northwestern. Requesting Entity’s indemnification and payment
shall survive termination. The fees payable/paid to the University are on a “net of tax” basis, and any taxes (e.g., withholding
taxes or any indirect taxes) will be borne fully by the Requesting Entity and will not be withheld from the fees payable to the University.


 


7.0
INDEMNIFICATION: Requesting Entity agrees to indemnify, hold harmless and defend Northwestern, its officers, trustees, employees and
agents against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from or arising out of this project, including
but not limited to: (i) any breach by Requesting Entity under this Agreement; (ii) any injury to persons or damage to property caused
by Requesting Entity’s employees or agents; or (iii) Requesting Entity’s use of any data, materials or other information
obtained pursuant to this Agreement. Requesting Entity shall not be liable for actions resulting from gross negligence or willful misconduct
on the part of Northwestern.


 




    	 



     


    

 


8.0
INSURANCE: Each party agrees to maintain reasonable coverage for such liabilities either from commercial insurance or a reasonable
self-insurance mechanism, verification of which will be reasonably provided to the other party upon request. Requesting Entity shall
furnish Northwestern with two (2) original Certificates of Insurance, with Northwestern University named as an additional insured,
showing the following minimum coverage with an insurance company acceptable to the Director of Risk Management. Further, the
Certificate of Insurance shall state that coverage provided is primary to any other coverage available to Northwestern University.
The foregoing Certificates shall contain a provision that coverage afforded under the policies will not be cancelled or non-renewed
until at least sixty (60) days prior written notice has been given to Northwestern University:


 


TYPE
OF INSURANCE MINIMUM INSURANCE COVERAGE


Combined
Single Limit Per Occurrence / Aggregate


 


Commercial
General Liability including: $3,000,000 / $3,000,000


Premises
- Operations


Explosion,
Underground and Collapse Hazard


Products
/ Completed Operations


Contractual
Insurance


Broad
Form Property Damage


Independent
Contractors


Bodily
Injury


Automobile
Liability $3,000,000 / $3,000,000


Owned,
Non-owned, or Rented


Workers’
Compensation and Occupational Diseases As Required by Applicable Laws


Employer’s
Liability $3,000,000


 


9.0
NEGATION OF WARRANTY: REQUESTING ENTITY ACKNOWLEDGES AND AGREES THAT LABORATORY EQUIPMENT, SPACE AND SERVICES PROVIDED BY NORTHWESTERN
UNDER THIS AGREEMENT (INCLUDING ANY DATA, MATERIALS AND INFORMATION) ARE PROVIDED “AS IS”. NORTHWESTERN MAKES NO EXPRESS
OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE PROVISION OF SPACE, PERFORMANCE OF ANY SERVICES, OR PROVISION OF ANY DATA, MATERIALS
OR TECHNICAL INFORMATION DERIVED FROM THIS PROJECT PURSUANT TO THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OF SUCH DATA, MATERIALS OR INFORMATION. THIS AGREEMENT GRANTS NO TANGIBLE OR INTANGIBLE PROPERTY OR PROPERTY
RIGHTS.


 


10.0
ASSIGNMENT: This agreement may not be assigned by either party without the prior written consent of the other.


 


11.0
PUBLICITY: Neither party will use the name of the other, any of the other’s personnel, or any officer, trustee, employee or agent
of the other in any publicity, advertising, or news release without the prior written approval of the other.


 


12.0
MATERIAL TRANSPORT: In no event shall Requesting Entity provide Northwestern with any materials which are toxic, contagious, hazardous
in nature or which are regulated by the FDA, EPA, or other federal agencies with the authority to control regulated substances and materials.


 


13.0
EXPORT CONTROLS: Requesting Entity acknowledges that under National Security Decision Directive 189 Northwestern University performs
only fundamental research and Requesting Entity will not provide any export controlled materials or information to Northwestern. Northwestern
University does not restrict access to its programs or facilities based upon nationality or citizenship status.


 


14.0
NOTICES: As provided in the Laboratory Service Agreement Project Specification


 


15.0
CONFLICT OF LAWS: This Agreement shall be governed by and construed according to the internal laws of the State of Illinois without reference
to rules of conflict of laws. The parties agree to the exclusive jurisdiction of the state or federal courts sitting in Cook County,
Illinois, for any resolution of disputes arising under this Agreement.


 


16.0
AMENDMENTS: This Agreement represents the entire agreement of the parties with respect to its subject matter. Any amendments must be
in writing and signed by both parties.


 


17.0
RELATIONSHIP BETWEEN REQUESTING ENTITY AND NORTHWESTERN: Please describe all known personal or organizational business relationships
between the Requesting Entity and Northwestern. If there are any conflicts of interest that would result under the project contemplated
herein, a statement of the potential conflict of interest and a proposed mitigation statement describing how such conflict of interest
will be addressed, is provided below.


_X                 No Known Conflict of Interest


 


_____________Potential
Conflicts of Interest exist and will be addressed as follows: (attach additional exhibits as necessary)


 




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Laboratory
Service Agreement and Project Specification


 


This
Laboratory Service Agreement and Project Specification is between Northwestern University, an Illinois corporation having its
business address at 633 Clark Street, Evanston, Illinois, 60208-1110 (hereinafter “Northwestern”, or “University”)
and Biolife4d Corp having its business address at 318 Half Day Road #201 Buffalo Grove, IL 60089 (hereinafter “Requesting


Entity”).


 


	1.	The
    Laboratory Service Agreement Terms and Conditions TERMS AND CONDITIONS () are attached hereof and incorporated herein by reference.
	 	 
	2.	Project
    Title: BIOLIFE4D
	 	 
	3.	Terms:
    Northwestern agrees to undertake certain testing, analysis or evaluation as set forth in the following Attachments to this Project Specification, which are hereby made a part of this Agreement:


 


	 	I.	This
    Laboratory Service Agreement and Project Specification:
	 	II.	Scope
    of Work in Appendix A
	 	III.	Laboratory
    Service Agreement TERMS AND CONDITIONS (3/1/2015)


 


	3.	Northwestern
    Project Director:


 


	 	Name:                                                                                        	Title:
	 	 	Phone#:
	 	 	Fax#:
	 	 	e-mail:


 


	4.	Requesting Entity Project Manager:
	 	Name:	Steven Morris	Title:	CEO                                                                              
	 	 	 	Phone#:	(773)490-5801
	 	 	 	Fax#:	
	 	 	 	e-mail:	smorris@biolife4d.com


 


	5.	Project
    Period, Amount, and Invoicing:
	 	 	a)	Project
    Period
	 	 	 	Start
    date 01/01/2018 Completion date 12/31/2019
	 	 	 	 
	 	 	b)	Project
    Amount Not to exceed $25,000
	 	 	 	 
	 	 	c)	Northwestern
    will invoice per the following schedule: Monthly


 


	6.	Export
    Controls Certification:
	 	Requesting
    Entity certifies and warrants that any subject technology or material to be provided to Northwestern is NOT Export Controlled.
	 	 
	7.	Requesting
    Entity shall comply with all applicable Northwestern rules governing laboratory access and use, which rules shall be provided to
    Requesting Entity upon Requesting Entity’s request.


 


 


	REQUESTING
    ENTITY:	 	NORTHWESTERN
    UNIVERSITY:
	 	 	 	 	 
	Signed
    :	/s/
    Steven Morris	 	Signed:	/s/
    Philip Hockberger
	 	 	 	 	 
	Name:	Steven
    Morris	 	Name:	Philip
    Hockberger
	 	 	 	 	 
	Title:	CEO	 	Title:	Assistant
    Vice President for Research Northwestern University
	 	 	 	 	 
	Date:
    	11/01/2017	 	Date:	11/03/2017


 




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Appendix
A


 


We
authorize Biolife4d employees to use/spend up to $25,000 per year at your core facilities. Any amounts over that amount will be approved
through amendment of this appendix. Facilities to be included in this Agreement include:


 


Facility
Name


 


Analytical
BioNanoTechnology Equipment Core (ANTEC)


Behavioral
Intervention Technology Development Core Behavioral


Phenotyping
Core Facility


Biological
Imaging Facility


Biostatistics
Collaborative Center


Center
for Advanced Microscopy and Nikon Imaging Center


Center
for Advanced Molecular Imaging


Center
for Translational Imaging


Central
Laborat01y for Materials Mechanical Prope1ties


ChemCore:
Medicinal and Synthetic Chemistry Core Clean


Catalysis
Core


Clinical
Research Office-RHLCCC


Comprehensive
Metabolic Core


Cryogenics


Developmental
Therapeutics Core


DuPont,
Northwestern, Dow Collaborative Access Team


Electron
Probe Instrumentation Center


Electronics
and Laser Systems Core Facility


Flow
Cytometry Core Facility- Cancer Center


High
Throughput Analysis Laboratory


Integrated
Molecular Structure Education and Research Center


Jerome
B. Cohen X-ray Diffraction Facility


Keck
Biophysics Facility


Keck
Interdisciplinary Surface Science Facility (Keck-II)


Life
Sciences Collaborative Access Team


Mary
Beth Donnelley Clinical Pharmacology Core Facility


Materials
Characterization and Imaging Facility


Mathews
Center for Cellular Therapy


Microsurgery
Core


Mouse
Histology and Phenotyping Laboratory


Northwestern
Medicine Enterprise Data Warehouse


NU
Center for Atom Probe Tomography


NUCATS-Center
for Clinical Research


 




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Facility
Name


 


NUCATS-Clinical
Research Unit (Lurie Children’s Hospital)


NUCATS-Clinical
Research Unit (NMH)


NUFAB
Cook Cleanroom


NUFAB
Tech Cleamoom


NUSeq
Core Facility


Outcomes
Measurement & Survey Core Pathology


Core
Facility


Peptide
Synthesis Core


Proteomics
Center of Excellence and Core Facility


Pulsed
Laser Deposition (PLD) Core Facility


Quantitative
Bioelemental Imaging Center Recombinant


Protein
Production Core


Research
Shop - Instrumentation Design, Engineering and Production Scanned


Probe
Imaging and Development (SPID) Facility


Skin
Disease Research Center


Stem
Cell Core Facility


Structural
Biology Facility


Surface
Science Facility


Transgenic
and Targeted Mutagenesis Laboratory


 



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