Orgenesis Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






EXECUTION VERSION 

TECHNOLOGY TRANSFER AGREEMENT 

This Technology Transfer
Agreement (this “Agreement”) is effective as of June 28, 2018 (the
“Effective Date”), by and between Masthercell Global Inc., a Delaware
corporation (“MTH Global”), and Orgenesis Inc., a Nevada corporation
(including its Affiliates, “Orgenesis”). MTH Global and Orgenesis are
sometimes referred to herein individually as a “Party” and collectively
as the “Parties.” 

RECITALS 

WHEREAS, MTH Global has
substantial expertise in product development and manufacturing of its own
biopharmaceutical products; and 

WHEREAS, Orgenesis SPRL, a
subsidiary of Orgenesis, Inc., and Masthercell SA, a subsidiary of Masthercell
Global, are parties to that certain Master Services Agreement, effective March
27, 2017, as amended (the “Manufacturing Agreement”) pursuant to which
MTH Global manufactures certain of Orgenesis’ therapeutic products (as further
defined below, the “Products”); 

WHEREAS, to permit
Orgenesis to continue to develop and manufacture the Products, the parties
desire to enter into this Agreement to set forth technology transfer and other
related activities to be performed by MTH Global; 

NOW, THEREFORE, in
consideration of the foregoing premises and the mutual promises and covenants
set forth below, the Parties mutually agree as follows: 

ARTICLE 1 

DEFINITIONS 

As used in this Agreement, the
following terms will have the following meanings: 

1.1    
“Affiliate” means any person or entity that,
directly or indirectly, through one or more intermediaries, owns, is owned by or
is under common ownership with, a Party, where “own,” “owned” and “ownership”
refer to (a) direct or indirect possession of at least fifty percent (50%) of
the outstanding voting securities of a corporation or a comparable ownership in
any other type of entity; or (b) the actual ability of an entity, person or
group to control and direct the management of the person or entity, whether by
contract or otherwise. 

1.2    
“Confidential Information” of a Party means all confidential or
proprietary information of such Party that the other Party (or its
Representatives) receives or learns under this Agreement. Without limiting the
foregoing (a) MTH Global’s Confidential Information shall include manufacturing
processes and methods that are (i) generally applicable to the manufacturing of
therapeutic products for third parties, and (ii) which are not specifically
related to the making, using or developing Products; and (b) Orgenesis
Confidential Information shall include materials, manufacturing processes and
methods that are required to make, use or develop Products, taken as a whole. A
Party’s Confidential Information will also include any information that
constitutes Confidential Information of such Party pursuant to the terms of the
Manufacturing Agreement. Confidential Information shall not include any
information to the extent that Recipient can demonstrate by competent evidence
(i) is now, or hereafter becomes, through no act or failure to act on the part
of Recipient or its Representatives in breach of ARTICLE 6, generally known or
available; (ii) is known by Recipient at the time of receiving such information
as shown by written records predating such receipt, however, excluding any
information that is (A) previously known by Recipient through disclosure in
connection with the Manufacturing Agreement, or (B) Transferred Information that is known by Orgenesis in its capacity as an
Affiliate of MTH Global); (iii) is furnished after the Effective Date to
Recipient by a Third Party, without breach of and not subject to any obligation
of confidentiality; or (iv) is independently developed by Recipient without use
of or reference to Confidential Information of Discloser, as shown by
independent written records contemporaneous with such development. 




1.3    
“Control,” “Controls” and “Controlled”
mean, with respect to a particular item of information or Intellectual Property
Right, that the applicable Party owns or has a license to such item or right and
has the ability to grant to the other Party access to and a license or
sublicense (as applicable) under such item or rights as provided for herein
without violating the terms of any agreement or other arrangement with any Third
Party. 

1.4    
“Discloser” has the meaning set forth in Section 6.1. 

1.5    
“General Manufacturing IP” any Intellectual Property Rights that
cover manufacturing processes and methods that are generally applicable to
manufacturing therapeutic products and not specific to the manufacturing of the
Products. 

1.6    
“Innovations” means inventions, discoveries, works of authorship,
trade secrets and other know-how or developments. 

1.7    
“Intellectual Property Rights” means all rights in, to and under
Patents, copyrights, trademarks, service marks, trade secrets, mask works and
applications for the foregoing, in any country, supra-national organization or
territory of the world. 

1.8    
“Master Production Records” or “MPRs” means master
production and control records maintained by MTH Global relating to the Products
as required under the Federal Food, Drug and Cosmetic Act and its implementing
regulations (which will include any such documentation that is generated by MTH
Global and that (i) defines the manufacturing methods, test methods,
specifications, materials, and other procedures, directions and controls
associated with the manufacture and testing of the Products, (ii) any
specifications of raw materials, resins and other consumables to be used in the
manufacture of the Products, (iii) in process and final the Products sampling
standards, and (iv) equipment and instrumentation specifications and standard
operating procedures, including, without limitation, standard operating
procedures for in-process quality control testing and the Products packaging and
aliquoting procedures). 

1.9    
“Manufacturing Process” means, for each Product, the process used
to manufacture and test such Product as described in (a) the then-current
manufacturing specification of such Product (the “Specification”)
and (b) the relevant standard operating procedure documentation for such Product
(the “SOPs”). 

1.10    
“Manufacturing-Related Documentation” has the meaning set forth in
the definition of Transferred Information. 

1.11    
“MTH Global IP” means Intellectual Property Rights Controlled by
MTH Global. 

1.12    
Orgenesis Innovations” means all Innovations that Orgenesis either
Controls as of the Effective Date or gains Control of independently of
activities under this Agreement, including all Intellectual Property Rights in
any of the foregoing.




1.13    
“Orgenesis IP” means, to the extent Controlled by Orgenesis,
Intellectual Property Rights claiming or covering Orgenesis Innovations that, in
the absence of a license thereunder, would be infringed or misappropriated by
MTH Global’s performance of its obligations under this Agreement. 

1.14    
“Patents” means (a) United States issued patents, re-examinations,
reissues, renewals, extensions, patent term restorations, and foreign
counterparts of each of the foregoing; and (b) pending applications for United
States patents and foreign counterparts thereof, whether issued or not. 

1.15    
“Process-Related IP” has the meaning set forth in Section 8.3.


1.16    
“Products” means the therapeutic products of Orgenesis Inc. or its
Affiliates or such products produced in connection with its joint ventures,
collaborations, partnerships or similar arrangements with Third Parties, in each
case that are (a) developed or manufactured by MTH Global (or its Affiliates)
for Orgenesis or its Affiliates pursuant to a manufacturing service agreement
between the Parties (or their Affiliates), and (b) designated by Orgenesis for
technology transfer under this Agreement, which designation will be in
Orgenesis’ sole and absolute discretion. 

1.17    
“Raw Materials” has the meaning set forth in Section 4.1.2. 1.18
“Recipient” has the meaning set forth in Section 6.1. 

1.19    
“Regulatory Approval” means all approvals, product and/or
establishment licenses, registrations or authorizations of all Regulatory
Authorities necessary for the manufacture, use, storage, import, export,
transport and sale of a biological product in a jurisdiction. 

1.20    
“Regulatory Authority” means a supranational, national or local
regulatory agency or other governmental entity with the authority to grant a
Regulatory Approval. 

1.21    
“Representatives” has the meaning set forth in Section 6.1. 

1.22    
“Services” means those technology transfer services to be
performed by MTH Global hereunder as set forth in ARTICLE 2, Section 4.1 and the
Work Plan. 

1.23    
“Services Commencement Date” has the meaning set forth in Section
2.1.2. 

1.24    
“Services Term” means the period commencing on the Services
Commencement Date and ending ninety (90) days thereafter. 

1.25    
“SOP” has the meaning set forth in the definition of Manufacturing
Process. 

1.26    
“Specifications” has the meaning set forth in the definition of
Manufacturing Process. 

1.27 “Third Party” means any person or
  entity other than the Parties or their respective Affiliates. 

1.28   
 “Transferred Information” means (a) the Manufacturing
Process for each Product manufactured as of the Services Commencement Date in
its then-current form, including all related information as reasonably necessary
for Orgenesis to practice the Manufacturing Processes for such Products, (b) all
documentation (including the MPRs, Specifications and SOPs) that is Controlled
by MTH Global and that is necessary to perform the Manufacturing Process for
each Product as of the Services Commencement Date (the
“Manufacturing-Related Documentation”), and (c) any other information and data in MTH Global’s possession relating to the
Manufacturing Process for each Product as may be necessary for inclusion in any
submission with a regulatory authority for approval to manufacture, market or
sell such Product. 




1.29    
“Transferred Materials” has the meaning set forth in Section
4.1.2. 

1.30    
“Trigger Date” means the earliest to occur of the following (i)
the date MTH Global receives written request from Orgenesis that it desires for
MTH Global to commence the Services, (ii) ninety (90) days prior to the
expiration of the Manufacturing Agreement, or (iii) the date Orgenesis receives
written notice from MTH Global of a completed or pending change of control. 

1.31    
“Work Plan” means the Work Plan attached hereto as Appendix
A and incorporated herein by this reference (as such Work Plan may be
amended from time to time by mutual written signed by both Parties). 

	ARTICLE 2 
	 
	OVERVIEW; WORK PLAN. 


2.1    
Project; Schedule.

2.1.1     The Parties are entering into this Agreement with
the purpose of having MTH Global perform technology transfer and other
activities as provided in the Work Plan to allow Orgenesis to manufacture the
Products after the Trigger Date.

2.1.2     Services under this Agreement will commence on
within ten (10) days after the Trigger Date (the “Services Commencement
Date”).


2.1.3     Subject to the terms and conditions of this
Agreement, during the Services Term each Party agrees to perform its obligations
under the Work Plan. In addition, during the Services Term: 


(a)     MTH Global will perform the Services in accordance
with this Agreement and the Work Plan; 

(b)     MTH Global will use or make available appropriate
personnel (including without limitation those with expertise in technical
development, manufacturing, operations, quality control, quality assurance and
regulatory affairs) to conduct the Services at one or more facilities as
designated by Orgenesis in its sole and absolute discretion; 

(c)     Orgenesis will use or make available appropriate
personnel (including without limitation those with expertise in technical
development, manufacturing, operations, quality control, quality assurance and
regulatory affairs) to receive the Services at one or more facilities as
designated by Orgenesis in its sole and absolute discretion; and (d) each Party
will assign adequate staffing and other resources and use commercially
reasonable efforts to achieve successful transfer of the Transferred Information
and Transferred Materials to Orgenesis prior to the end of the Services Term.


2.1.4     The work of each Party hereunder will be performed
in a professional and workmanlike manner in accordance with the standards of
performance in the industry.




2.1.5     Orgenesis acknowledges and agrees that the
successful technology transfer is not possible without Orgenesis’ reasonable
cooperation and reasonable assistance, and without provision of appropriate
personnel who are qualified and experienced in manufacturing of similar
therapeutic products, and MTH Global will not be responsible for any failure of
technology transfer resulting from Orgenesis’ failure to provide any such
cooperation, assistance and personnel. 

2.2    
Work Plan. 

2.2.1     Attached hereto as Appendix A is the Work
Plan for the technology transfer, manufacturing and other activities as provided
therein in accordance with the terms and conditions of this Agreement. The
Parties acknowledge that the initial Work Plan attached hereto at the time of
execution of this Agreement is a preliminary version included for guidance of
the scope of the Services but may need to be adjusted to encompass the services
needed to transfer the Transferred Information and Transferred Materials as of
the Services Commencement Date. The Parties will each review the Work Plan upon
the Services Commencement Date and will work together in good faith to agree
upon (and implement into the Work Plan) any adjustments as necessary to fully
transfer the Transferred Information and Transferred Materials to Orgenesis.

2.2.2     Each Party agrees to perform its obligations under
this Agreement in accordance with the Work Plan. Any revisions of, or amendments
or supplements to, the Work Plan must be in writing and will become effective
only upon execution by both Parties. 

2.3    
Technology Transfer Completion. Notwithstanding anything to the contrary
in this Agreement or the Work Plan, MTH Global’s obligations to provide Services
with respect to a Product will be deemed complete after three (3) process
validation runs for such Product are successfully completed at a manufacturing
facility chosen by Orgenesis, and thereafter MTH Global will have no further
obligations with respect to such Product. 

	ARTICLE 3 
	 
	PRICES AND PAYMENT. 


3.1    
Payment.

3.1.1     In consideration for MTH Global’s performance of
its obligations under this Agreement and the Work Plan, and subject to the terms
and conditions of this Agreement, Orgenesis shall pay to MTH Global for Services
at a reasonable and customary hourly rate mutually agreed between the Parties
and set forth in a written statement of work executed by both Parties prior to
commencement of the Services; it being understood and agreed the Orgenesis will
not be responsible for payment of such rate for employees of Orgenesis
performing the Services under a contractual arrangement with MTH Global provided
that Orgenesis does not charge MTH Global for performance of such Services under
such contractual arrangement.

3.1.2     Products that Orgenesis has paid MTH Global to
manufacture under the Manufacturing Agreement will be transferred to Orgenesis
free of any additional charge. 

3.1.3     Orgenesis will pay for any Raw Materials
transferred to it pursuant to Section 4.1.2 that have not been paid for by
Orgenesis pursuant to the terms of the Manufacturing Agreement at the following
rate: (a) for Raw Materials purchased from Third Parties, MTH Global’s cost of
such Raw Materials, or (b) for Raw Materials manufactured by MTH
Global, MTH Global’s actual, fully-burdened cost for such Raw Materials. 




3.2    
Third Party Costs. Orgenesis will reimburse MTH Global for any reasonable
out-of-pocket costs incurred by MTH Global (including travel expenses) in
performing the Services which are evidenced by supporting documentation to be
provided by MTH Global to Orgenesis. For any out-of-pocket cost exceeding five
hundred US dollars ($500.00), MTH Global shall receive the prior written consent
of Orgenesis prior to incurring such costs.

3.3    
Payment. Orgenesis will pay all undisputed amounts due MTH Global under
this ARTICLE 3 within sixty (60) days after receipt of each invoice from MTH
Global. All payments to be made under this Agreement shall be made in United
States dollars to a bank account designated in writing by MTH Global. 

	ARTICLE 4 
	 
	TECHNOLOGY AND INFORMATION; INTELLECTUAL PROPERTY.
    


4.1    
Technology Transfer. 

4.1.1     Transfer and Use of Transferred
Information. During the Services Term, MTH Global will transfer to Orgenesis
complete copies of the Transferred Information and Transferred Materials.
Orgenesis shall be entitled to maintain and use the Transferred Information
solely for the purposes of manufacturing the Products pursuant to the license
set forth in Section 4.2.11. For the avoidance of doubt, Orgenesis will be free
to use the Transferred Materials for any lawful purposes without restriction.


4.1.2     Transfer of Materials and Related
Information. During the Services Term, MTH Global shall transfer and/or
deliver to Orgenesis (i) any Products developed or manufactured by MTH Global on
behalf of Orgenesis prior to the Trigger Date, (ii) any raw materials purchased
specifically in connection with performance of the Services or pursuant to the
Manufacturing Agreement the “Raw Materials”), and (iii) a copy of
any documentation in MTH Global’s possession or under its Control that pertains
to such Products and Raw Materials (such documentation, collectively with the
such Products and Raw Materials, the “Transferred Materials”).

4.1.3     Intent of Transfer. For purposes of
clarity, it is the intention of the Parties that Orgenesis be able to (either
directly or through a Third Party) recommence the manufacture of Products at one
or more facilities designated by Orgenesis in its sole and absolute discretion
after the end of the Services Term with as little interruption as reasonably
possible.

4.1.4     Observation of Manufacturing Process. In
connection with such technology transfer, upon reasonable notice, MTH Global
will permit reasonable access to the facility where Products are manufactured
during normal business hours to employees of Orgenesis to learn about the
Manufacturing Process. While at the MTH Global facility, such employees shall
follow MTH Global’s policies and procedures and shall use reasonable efforts to
avoid interrupting or interfering with the work of other MTH Global personnel,
and may observe only activities related to the Products and Manufacturing
Process. If reasonably requested by Orgenesis, MTH Global personnel will visit
Orgenesis’ Facilities to consult and advise on performance of the Manufacturing
Processes. 




4.2    
Intellectual Property Rights; License. 

4.2.1     MTH Global License to Orgenesis. Subject to
the terms and conditions of this Agreement, MTH Global hereby grants to
Orgenesis a non-exclusive, worldwide, royalty-free, paid-up, nontransferable
(except as set forth in Section 8.5), sublicensable, perpetual license, under
the MTH Global IP, to: (a) use and reproduce the Transferred Information and (b)
use and practice the Manufacturing Processes; in each case of (a) and (b) solely
to the extent necessary to manufacture and have manufactured the Products.
Except for the foregoing, no other license is granted, no other use is
permitted, and all other rights are expressly reserved. Orgenesis shall have no
rights, title or interest in, or to, any MTH Global IP other than the license
expressly set forth in this Section 4.2.1. 

4.2.2     Orgenesis IP. MTH Global shall have no
rights, title or interest into any Orgenesis IP and no such Orgenesis IP shall
be deemed transferred or licensed to MTH Global pursuant to this Agreement.
Furthermore, nothing in this Agreement or the Work Plan shall derogate from,
limit or affect Orgenesis’ ownership of any Intellectual Property as set forth
in the Manufacturing Agreement.

	ARTICLE 5 
	 
	REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
  


5.1    
Product Warranties and Remedy. To the extent MTH Global transfers any
Products to Orgenesis in connection with this Agreement and/or the Work Plan,
MTH Global warrants that the Products to be transferred are free and clear of
any encumbrances, mortgages, liens, pledges or third party rights of any
kind.

5.2    
General Representations and Warranties. Each Party hereby represents and
warrants to the other Party that: 

5.2.1     
Existence and Power. It is a corporation duly organized, validly existing
and in good standing under the laws of the state or country in which it is
incorporated or organized, as applicable, and has full corporate or company
power and authority and the legal right to own and operate its property and
assets and to carry on its business as it is now being conducted and as
contemplated to be conducted in this Agreement, including, without limitation,
the right to grant the licenses granted hereunder. 

5.2.2     Authority and Binding Agreement. As of the
Effective Date, (i) it has the corporate or company power and authority and the
legal right to enter into this Agreement and perform its obligations hereunder;
(ii) it has taken all necessary corporate or company action on its part required
to authorize the execution and delivery of the Agreement and the performance of
its obligations hereunder; and (iii) the Agreement has been duly executed and
delivered on behalf of such Party, and constitutes a legal, valid and binding
obligation of such Party and is enforceable against it in accordance with its
terms. 

5.3    
Title and Performance: As of the Effective Date, MTH Global has
sufficient legal and/or beneficial title under the MTH Global IP necessary to
perform its activities contemplated under this Agreement and to grant the
licenses that it is obligated to grant to Orgenesis pursuant to Section 4.2.1.
MTH Global represents and warrants that it will provide the Services in a
professional and workmanlike manner, consistent with best industry practices.





5.4    
Disclaimer. EXCEPT AS SET FORTH IN THIS ARTICLE 5, NEITHER PARTY MAKES
ANY REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, RELATING TO ANY SUBJECT MATTER OF THIS AGREEMENT, AND
EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR
ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OF USAGE IN
TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL TRANSFERRED
INFORMATION AND TRANSFERRED MATERIALS (OTHER THAN PRODUCTS WHICH ARE COVERED BY
ANY WARRANTIES EXPRESSLY SET FORTH IN THE MANUFACTURING AGREEMENT) ARE PROVIDED
“AS IS” WITHOUT WARRANTY OF ANY KIND.

	ARTICLE 6 
	 
	CONFIDENTIALITY. 


6.1   
 Confidential Information; Exceptions. Each Party (in such capacity,
“Recipient”) will, and will ensure that its employees,
contractors, representatives and agents (“Representatives”) will,:
(a) maintain all Confidential Information of the other Party (in such capacity,
“Discloser”) in trust and confidence; (b) not disclose any
Confidential Information of the Discloser to any Third Party (except that a
Recipient may disclose such Confidential Information to those of its
Representatives, its Affiliates and and its Affiliates’ Representatives who
require such information in order to perform a Recipient’s obligations or
exercise Recipient’s rights under this Agreement and who are subject to binding
obligations of confidentiality and materially similar to those of this ARTICLE
6); (c) not disclose or use any Confidential Information of Discloser for any
purposes other than to perform a Recipient’s obligations or exercise Recipient’s
rights under this Agreement; (d) not use any Confidential Information of
Discloser for any purpose or in any manner that would constitute a violation of
any applicable governmental laws, rules, regulations, or orders, including
without limitation the export control laws of the United States; and (e) not
reproduce any Confidential Information of Discloser in any form except as
required to perform Recipient’s obligations or exercise its rights under this
Agreement. Each Recipient will use at least the same standard of care as it uses
to protect its own Confidential Information of a similar nature to prevent
unauthorized disclosures or uses of Confidential Information of Discloser, but
in any event Recipient will use no less than commercially reasonable care to
achieve such objectives. Recipient will promptly notify Discloser upon discovery
of any unauthorized use or disclosure of the Confidential Information of
Discloser. The Parties agree that the material financial, commercial, scientific
and technical terms of the Agreement will be considered Confidential Information
of both Parties. Notwithstanding the foregoing, either Party may provide a copy
of this Agreement or otherwise disclose such terms to bona fide potential
corporate partners, potential investors or merger or acquisition partners, and
to commercial lenders, financial underwriters, investment bankers and legal and
financial advisors, provided that all such disclosures shall be made only
to such Parties on a confidential basis that is at least as protective and
restrictive as this Section 6.1. 

6.2    
Authorized Disclosure. Notwithstanding any other provision of this
Agreement, each Recipient may disclose Confidential Information of Discloser:
(i) to the extent and to the persons and entities required by an applicable
governmental law, rule, regulation or order; provided, however,
that Recipient shall first have given prompt notice to Discloser hereto as soon
as reasonably practicable to enable it to seek any available exemptions from or
limitations on such disclosure requirement and Recipient shall reasonably
cooperate, at Discloser’s expense, in such efforts by Discloser; (ii) to
permitted sublicensees (solely to the extent necessary to accomplish the
purposes of the sublicense), successors and assigns under this Agreement; (iii)
in the case of Orgenesis, to Regulatory Authorities, to the extent
necessary for the purpose of obtaining Regulatory Approval for Products and to
Third Parties to the extent necessary for the purpose of contract manufacturing of
Products; and (iv) to identified Third Parties with the prior, express,
specific, written permission of Discloser. 




6.3    
Publicity. Neither Party will issue any publicity release or announcement
containing information about this Agreement without the advance written consent
of the other Party (which consent shall not be unreasonably withheld or
delayed), except as such release or announcement may be required by law, in
which case the Party making the release or announcement shall, before making any
such release or announcement, afford the other Party a reasonable opportunity to
review and comment upon such release or announcement to the extent practicable.


6.4    
Injunctive Relief. The Parties expressly acknowledge and agree that any
breach or threatened breach of this ARTICLE 6 may cause immediate and
irreparable harm to Discloser, which harm may not be adequately compensated by
damages. Each Party therefore agrees that in the event of such breach or
threatened breach and in addition to any remedies available at law, Discloser
shall have the right to seek equitable and injunctive relief, without bond, in
connection with such a breach or threatened breach. 

	ARTICLE 7 
	 
	TERM AND TERMINATION. 


7.1    
Term. The initial term of this Agreement will commence on the Effective
Date and terminate on the last day of the Services Term. 

7.2    
Termination by Either Party for Breach. If a Party materially breaches
this Agreement, and fails to cure such breach within thirty (30) days from the
date of receipt of written notice of such breach, the non-breaching Party may
terminate this Agreement with thirty (30) days’ written notice to the other
Party. 

7.3    
Effect of Termination. Upon expiration or termination of this Agreement,
all rights and obligations of the Parties under this Agreement shall cease,
except that the following will survive: (a) accrued rights to payment and
remedies for breach; (b) ARTICLE 1 (to the extent necessary to interpret any
surviving provision of this Agreement), Section 4.2.11, ARTICLE 6, Section 7.3
and ARTICLE 8. 

	ARTICLE 8 
	 
	MISCELLANEOUS. 


8.1    
Notice. All notices hereunder shall be in writing and shall be deemed
given upon (a) personal delivery, (b) facsimile transmission with electronic
confirmation of transmission, if sent during the recipient’s normal business
hours, or otherwise on the recipient’s next normal business day, (c) receipt
after delivery by nationally-recognized bonded courier when sent for next
business day delivery, or (d) receipt after sending by certified or registered
mail, postage prepaid and return receipt requested personally, to the following
addresses or fax numbers of the respective Parties: 

	 	If to Orgenesis: 	Orgenesis Inc. 
	 	  	20271 Goldenrod Lane 
	 	  	Germantown, MD 20876 
	 	  	Attention: Vered Caplan 
	 	  	Fax: 646-878-0801 
	 	  	Email: vered.c@orgenesis.com








	 	Copy to: 	Pearl Cohen Zedek Latzer Baratz LLP 
	 		1500 Broadway  
	 	 	New York, NY 10036 
	 	 	Attention: Mark Cohen 
	 	 	Fax: 646-878-0801 
	 	 	Email: MCohen@PearlCohen.com 
	 	 	 
	 	 	 
	 	 	 
	 	If to MTH Global: 	Masthercell Global Inc. 
	 	 	c/o Pearl Cohen Zedek Latzer Baratz LLP 
	 		1500 Broadway  
	 	 	New York, NY 10036 
	 	 	Attention: Mark Cohen, Esq. 
	 	 	Fax: 646-878-0801 
	 	 	Email: vered.c@orgenesis.com 
	 	 	 
	 	Copy to: 	Pearl Cohen Zedek Latzer Baratz LLP 
	 		1500 Broadway  
	 	 	New York, NY 10036 
	 	 	Attention: Mark Cohen 
	 	 	Fax: 646-878-0801 
	 	 	Email: MCohen@PearlCohen.com 
	 	 	 
	 	Copy to: 	GPP-II Masthercell, LLC 
	 	 	c/o Great Point Partners, LLC 
	 	 	165 Mason Street, 3rd Floor 
	 	 	Greenwich, CT 06830 
	 	 	Attention: Noah F. Rhodes, III 
	 	 	Fax: (203) 971-3320 
	 	 	Email: nrhodes@gppfunds.com 
	 	 	 
	 	Copy to: 	McDermott Will & Emery LLP 
	 	 	444 West Lake Street, Suite 4000 
	 	 	Chicago, Illinois 60606 
	 	 	Attention: Brooks B. Gruemmer 
	 	 	Fax: (312) 984-7700 
	 	 	Email: bgruemmer@mwe.com 


A Party may change its address or fax number for notice by
giving notice under this Section 8.1. 

8.2    
Use of Names. Neither Party shall use the name, trade name, trademark, or
other designation of the other Party (including contraction, abbreviation or
simulation of any of the foregoing) in advertising, publicity or other
promotional activities. Under no circumstances shall either Party state or imply
in any promotional material, publication or other published announcement that
the other Party has tested or approved any product. 

8.3    
Rights in Bankruptcy. All rights and licenses granted under or pursuant
to this Agreement are, and shall otherwise be deemed to be, for purposes of
Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property”
as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that
Orgenesis, as a licensee of MTH Global IP licensed under Section 4.2.11 (the
“Process-Related IP”), shall retain and may fully exercise all of
its rights and elections under the U.S. Bankruptcy Code. The Parties further
agree that, in the event of the commencement of a bankruptcy proceeding by or
against MTH Global under the U.S. Bankruptcy Code, Orgenesis shall be entitled
to a complete duplicate of (or complete access to, as appropriate) any
Process-Related IP and all embodiments thereof, and same, if not already in its
possession, shall be promptly delivered to Orgenesis (a) upon any such
commencement of a bankruptcy proceeding upon Orgenesis written request therefor,
or (b) if not delivered under (a) above, upon rejection of this Agreement by or
on behalf of MTH Global upon written request therefor by Orgenesis. 




8.4    
Waiver. The failure on the part of either Party to exercise or enforce
any rights conferred upon it hereunder shall not be deemed to be a waiver of any
such rights nor operate to bar the exercise or enforcement thereof at any time
or times hereafter. 

8.5    
Assignment; Binding Effect. Neither Party will assign its rights or
duties under this Agreement to another without the prior express written consent
of the other Party, which shall not be unreasonably withheld; provided,
however, that either Party may assign this Agreement to (a) its
Affiliates, or (b) a successor by merger, acquisition, or sale of all or
substantially all of such Party’s business assets in the field to which this
Agreement relates, without the other Party’s consent, provided that such
successor will expressly assume in writing the obligation to perform in
accordance with the terms and conditions of this Agreement. Any purported
assignment not in compliance with this Section 8.5 shall be void. This Agreement
shall be binding upon each Party’s successors and permitted assignees. 

8.6   
 Independent Parties. Neither Party is an employee or a legal
representative of the other Party for any purpose. Neither Party shall have the
authority to enter into any contracts in the name of or on behalf of the other
Party. 

8.7    
Force Majeure. Neither Party shall be liable to the other for its failure
to perform any of its obligations under this Agreement during any period in
which such performance is delayed because rendered impracticable or impossible
due to circumstances beyond its reasonable control, including without limitation
earthquakes, governmental regulation, fire, flood, labor difficulties,
interruption of supply of key raw materials, civil disorder, and acts of God,
provided that the Party experiencing the delay promptly notifies the
other Party of the delay and uses and continues to use commercially reasonable
efforts to overcome such delay. 

8.8    
Severability. If any item or provision of this Agreement shall to any
extent be invalid or unenforceable, it shall be severed from this Agreement, and
the remainder of this Agreement shall not be affected thereby, and each term and
provision of this Agreement shall be valid and shall be enforced to the fullest
extent permitted by law. 

8.9    
Governing Law. For any disputes under this Agreement, New York law
(excluding conflict of laws principles) governs and the Parties are free to
institute litigation or seek any remedy available to them. For the purposes of
any litigation instituted by the parties related to this Agreement, the Parties
accept the jurisdiction of the competent courts sitting in the State of New
York. This Agreement shall be construed in accordance with the laws of the State
of New York and/or the United States of America which are applicable to
contracts negotiated, executed and performed within the State of New York in the
United States of America.




8.10    
Entire Agreement; Modification. This Agreement, including all Appendices
referenced herein constitutes the entire agreement and understanding of the
Parties and supersedes any prior agreements or understandings relating to the
subject matter hereof. Any modification of this Agreement shall be effective
only to the extent it is reduced to writing and signed by both Parties. This
Agreement is intended to supplement the Manufacturing Agreement, however, in the
event that any term or condition of this Agreement conflicts with the
Manufacturing Agreement, the Manufacturing Agreement will control as it relates
to the manufacture of Products and this Agreement will control for all other
purposes. 

8.11    
Jury Trial Waiver. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (1)
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (2) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (3) EACH SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (4) EACH SUCH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS
IN THIS SECTION 8.11. 

8.12    
Limitation of Liability. EXCEPT AS SET FORTH BELOW, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY CONCERNING ANY SUBJECT MATTER OF THIS
AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY: (A) INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR
(B) AGGREGATE DAMAGES IN EXCESS OF THE AMOUNTS PAID OR PAYABLE BY ORGENESIS TO
MTH GLOBAL UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO
ANY BREACH OF ARTICLE 6. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER
PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY
REMEDY PROVIDED HEREIN. 

[Signature Page to Follow] 




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


	MASTHERCELL GLOBAL INC. 
	 
	 
	By: 	 
	Name: 	 
	Title: 	 
	  	 
	  	 
	  	 
	  	 
	ORGENSEIS INC. 
	 
	 
	By: 	 
	Name: 	 
	Title: 	 



[Signature Page to Technology Transfer Agreement] 




APPENDIX A 

Work Plan

The following shall be deemed to be included in the Work Plan
as it relates to the technology transfer contemplated by the Agreement. In each
case to the extent necessary or reasonably useful to enable Orgenesis’
performance of the Manufacturing Process, , MTH Global will:

	• 	
      provide training by the Company and its Subsidiaries to
      Orgenesis and its employees with respect to the Manufacturing Process as
      reasonably requested by Orgenesis; 

	  	
       

	• 	
      deliver copies of the Manufacturing-Related Documentation
      to Orgenesis, Transferred Information and Transferred Materials and
      provide reasonable support to Orgenesis with respect to performance of the
      Manufacturing Process at one or more manufacturing sites established by
      Orgenesis in its sole and absolute discretion; 

	  	
       

	• 	
      provide the requisite policies and procedures needed or
      required by Orgenesis to perform the Manufacturing Process or complete the
      technology transfer contemplated by this Agreement; 

	  	
       

	• 	
      provide other reasonable support for performance of the
      Manufacturing Process as may be requested by the Orgenesis; 

	  	
       

	• 	
      provide gap analysis performance; assisting in the
      implementation of SOPs, policies, instructions and standard forms;
      assisting in pre-audits to assure implementation progress and prepare the
      facility(ies) for regulatory audits; 

	  	
       

	• 	
      assist in the preparation and training of batch records;
      providing two to three weeks of observations runs for the Products to be
      performed by qualified MTH Global personnel and observed by the Orgenesis’
      employees at one or more facilities designated by Orgenesis in its sole
      and absolute discretion; provide and observe training runs for the
      Products in R&D that are established by the Orgenesis’ employees at
      Orgenesis’ facilities; 

	  	
       

	• 	
      assist in the preparation and training of work
      instructions for the Manufacturing Process; conduct observation tests for
      each method for the Products, such tests to be observed by the Orgenesis’
      employees at one or more new facilities; provide and observe training
      tests for the Products, such tests to be performed by the Orgenesis’
      employees at Orgenesis’ facilities; and 

	  	
       

	• 	
      work with Orgenesis to follow up on the progress of the
      validation runs, media fills and general working programs until the end of
      three successful clinical runs at Orgenesis’ facilities.