Exhibit
10.3


 


Confidential treatment has been requested
for portions of this Exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are
designated as (******). A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission.


 


ALLIANCE FRAMEWORK AGREEMENT


 


THIS ALLIANCE FRAMEWORK AGREEMENT
is dated June 26, 2014


 


PARTIES


 


		(1)	IXICO TECHNOLOGIES LIMITED
                                         incorporated and registered in England and Wales with company number 05313505 whose
                                         registered office is at Griffin Court, 15 Long Lane, London,  EC1A 9PN , UK (“IXICO”);
                                         and



 


		(2)	VIRTUALSCOPICS, INC., incorporated and registered in Delaware whose principal office is
at 500 Linden Oaks, Rochester, NY 1465, USA (“VSCP”).



 


Each
of the above may also be referred to as a “Party” and, collectively, as “the
Parties”.


 





BACKGROUND


 


		(A)	IXICO and VSCP are established providers of imaging CRO and associated services in the clinical
trials industry.



 


		(B)	On the 6th of March 2014 the Parties entered into a non-binding Heads of Terms (HOT)
for a commercial alliance, the terms of which are annexed to this Framework Agreement (Annex 1).



 


		(C)	In the period between executing the HOT and executing this Framework Agreement the Parties have
been in active in a number of ways summarised in Schedule 1.



 


		(D)	The Parties have executed or intend to separately execute the following additional agreements:



 


		(a)	Software Licence and Support Agreement (Annex 2) to cover the licensing of IXICO’s proprietary
TrialTracker software to VSCP;



 


		(b)	Master Subcontract Agreement (Annex 3) to govern any clinical trial services subcontracted by either
Party to the other; and



 


		(c)	Scientific Advisory Agreement (Annex 4) to govern the role of Derek Hill, IXICO’s CEO, as
a scientific advisor to VSCP.



 


		(E)	IXICO is aware that:



 


		(a)	VSCP is party to that certain Strategic Alliance Agreement dated October 22, 2010, as amended from
time to time (“PPD Strategic Alliance Agreement”) with PPD Development, LP, Texas limited partnership ("PPD"),
a company that performs clinical research organization services regarding the management of clinical trials for the development
of pharmaceuticals, chemicals, biotechnology and other products through clinical testing; and



 




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		(b)	Under the PPD Strategic Alliance Agreement, VSCP and PPD agreed, among other things, to provide
integrated clinical and medical trial management and imaging services to biopharmaceutical companies in designated therapeutic
areas, including oncology and central nervous system; to promote their integrated service offerings in the designated therapeutic
areas; to work exclusively with one another on opportunities involving specified medical imaging services in designated therapeutic
areas; to the extent aware of an opportunity for clinical research or medical imaging services, to refer such opportunity to the
other; and for VSCP to provide preferred pricing to PPD and its sponsors .



 


		(F)	The Parties wish to further formalise the terms under which they will collaborate in a commercial
alliance and both Parties accept the terms and conditions set out below.



 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the Parties hereby agree
as follows:


 


AGREED TERMS


 


		1.	INTERPRETATION



 


		1.1	The definitions and rules of interpretation in this Clause 1.1 apply in this Agreement.



 


Account Manager: the
business development representative employed by the Lead Party and dedicated to a particular Customer, the responsibilities of
whom are further detailed in Schedule 2.


 


Agreement: this Alliance
Framework Agreement together with all Schedules attached hereto.


 


Affiliate: in relation
to a Party, means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party,
for so long as such Control exists.


 


Alliance: the strategic
commercial relationship between the Parties as described in this Agreement.


 


Alliance Representative:
those named in Clause 11.1.


 


Applicable Laws: all applicable
laws, rules, codes and regulations which are in force from time to time.


 


Approved Supplier: a vendor
that has been determined as having a direct impact on the regulated environment and/or has significant associated business risk
and requires assessment, audit and oversight as per the Parties respective SOPs.


 


Background IPR: any IPR
which is owned by a Party or which a Party has a right to use, either prior to the Effective Date or which otherwise was conceived,
created, reduced to practice, or developed outside the scope of this Agreement.


 


Business Day: a day other
than a Saturday, Sunday or public holiday in the principal place of the Party who is to perform the obligation (or receive the
notice) in question.


 


Business Development Guidelines:
the guidelines contained in Schedule 2 attached hereto.


 


Claim(s): has the meaning
given in Clause 13.3(a).


 




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Customer: the person(s)
identified on either Party's Sales Pipeline and/or with whom the Parties have a Lead or Opportunity, typically a pharmaceutical,
biotechnology or medical device company.


 


Customer Personal Data:
has the meaning given in Clause 24.3.


 


Control: the ability (whether
direct or indirect) to direct the affairs of an entity, either by having: (a) beneficial ownership of more than 50% of the voting
stock, shares, interest or equity in the entity; (b) the right to appoint or remove majority of its board of directors; (c) the
power to cause the direction of the general management of the entity by the virtue of any powers conferred by law, constitutional
documents, contractual arrangements or by other means; or (d) the ability to in fact control its management decisions; and Controls,
Controlled and the expression Change of Control shall be construed accordingly.


 


Confidential Information:
any and all information, documents and/or data disclosed directly or indirectly by either Party to the other Party including without
limitation:


 


		(i)	technical information, including patent, copyright, trade secret, and other proprietary information,
specifications, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software
programs (including source code and object code), software source documents, and formulae related to the current, future and proposed
products and services of the disclosing Party;



 


		(ii)	non-technical information relating to the disclosing Party's current, future and proposed products
and services, including without limitation pricing, price lists, margins, merchandising plans and strategies, finances, financial
and accounting data and information, key personnel, suppliers, customers, customer lists, prospective customers, purchasing data,
sales and marketing plans, business forecasts, future business plans and any other information which is proprietary and confidential
to the disclosing Party; and



 


		(iii)	the terms and conditions of this Agreement and any other agreements entered into or proposals exchanged
by the Parties;



 


and in all
cases whether disclosed before, on or after Effective Date and whether disclosed in writing, orally, by inspection of tangible
objects, or in electronic or any other form.


 


Deliverables: has the
meaning given in Clause 2.1(a) of the Master Subcontract Agreement.


 


Disclosing Party: the
Party disclosing Confidential Information to the other Party.


 


Effective Date: the date
of this Agreement.


 


Foreground
IPR: any IPR conceived, created, reduced to practice, or developed by (or on behalf of) either or both of the Parties in the
course of performing the Services and/or the Primary Contract during the Term of this Framework Agreement.


 


Insolvency
Event: has the meaning given in Clause 17.3.


 




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Intellectual Property Rights
or IPR: all patents, utility models, registered designs, rights in inventions, trade marks, business names and domain
names, rights in get-up, goodwill and the right to sue for infringement, passing off, copyright and related rights, design rights,
database rights, rights in know-how, trade secrets, systems, software, algorithms and confidential information and all other intellectual
property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms
of protection which subsist or will subsist now or in the future in any part of the world.


 


Joint Projects: an Opportunity
awarded by a Customer to one of the Parties that will require the services of the other Party.


 


Lead: a potential Opportunity
that has been identified by one of the Parties and which may have been qualified as a real Opportunity, for which the Parties
expect to receive an RFP from the Customer.


 


Lead Party: the Party
who will lead on all business development activity with a specific Customer, who will enter into the Primary Contract with the
Customer for awarded work, as further detailed in Schedule 2.


 


Loss(es): has the meaning
given in Clause 13.3(a).


 


Modality: the system
in which data for a clinical trial is captured (e.g. MRI, CT, PET, DXA).


 


Opportunity(ies): an
RFP or RFI related to clinical trials of drugs or medical devices, of any phase which a Party has received from a Customer, and
excluding government research grants, direct sales or licensing of technology, sales directly to healthcare service providers
or any activities or opportunities in the field of personalised medicine or disease diagnostics.


 


Phase: the stage of clinical
development of a new therapeutic agent, typically phase I, II, III and IV.


 


Premises: has the meaning
given in Clause 5.1.


 


Primary Contract: The
agreement between one of the Parties and a Customer for the provision of Services to the Customer on a Joint Project.


 


Proposal: a document,
or group of documents, submitted to a Customer in response to an RFP which typically includes a summary of capabilities, details
of the proposed solution and a budget.


 


Quarter: a period of three
(3) calendar months commencing on 1 January, 1 April, 1 July and 1 October respectively, except that: (i) the first quarter shall
start on the Effective Date and end on the day immediately preceding the first day of the next quarter; and (ii) the last quarter
shall end on the date that this Agreement expires or terminates; and “Quarterly” is interpreted accordingly.


 


Receiving Party: the
Party receiving Confidential Information of the other Party.


 


RFP (Request for Proposal):
a request for a proposal received from a Customer.


 


RFP Lead: the Party responsible
for preparing the response to the RFP including the Proposal, budget and any other accompanying information.


 




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RFI (Request for Information):
a request for detailed business information received from the Customer, typically including: details of our capabilities,
financial information, historical track record and general business information.


 


Sales Pipeline: each
Party's respective list of Leads and Opportunities.


 


Service Provider: the
Party who is primarily responsible for performance of the Services on a Joint Project.


 


Services: imaging contract
research services and other associated services to be provided by one or both of the Parties under a Customer contract and the
Master Subcontract Agreement.


 


Term: has the meaning
given in Clause 16.1.


 


Work Order: the statements
of work for the provision of Services under the Master Subcontract Agreement in the form attached to the Master Subcontract Agreement.


 


Year: each twelve (12)
month period during the Term, starting on the Effective Date or any anniversary thereof, except that the last “Year”
shall end on the date that this Agreement terminates.


 


		1.2	Clause, Schedule and Paragraph headings shall not affect the interpretation of this Agreement.
References to Clauses and Schedules are to the clauses of and schedules to this Agreement; references to Paragraphs are to paragraphs
of the relevant Schedule to this Agreement.



 


		1.3	A person includes an individual, corporation, limited liability company, partnership, limited partnership,
corporate or other entity or unincorporated body (whether or not having separate legal personality). A reference to a company shall
include any company, corporation or other body corporate, wherever and however incorporated or established.



 


		1.4	Unless the context otherwise requires, words in the singular shall include the plural and in the
plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to
the other genders.



 


		1.5	A reference to any statutory provisions include those statutory provisions as amended or re-enacted
(and include any subordinate legislation made from time to time under those statutory provisions).



 


		1.6	This Agreement or any other agreement or document referred to in this Agreement is a reference
to this Agreement or such other agreement or document as varied, assigned or novated (other than in breach of the provisions of
this Agreement) from time to time.



 


		1.7	Any reference to “include(s)”, “including”, “such as” or any
similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.



 


		1.8	In the case of conflict or ambiguity between:



 


		(a)	the main body of this Agreement



 


		(b)	any Schedule; and/or



 




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		(c)	a Work Order;



 


the document
higher in this list shall prevail to the extent of the inconsistency or ambiguity unless expressly provided otherwise in any Work
Order.


 


		2.	Business Development



 


		2.1	Both Parties will give full disclosure of their Sales Pipeline
to the other Party and agree not to separately respond to the same Opportunities while this Agreement is in effect; provided, however,
neither Party shall be obligated to disclose an Opportunity or Lead where the applicable Customer, or, with respect to VSCP,
PPD, restricts such disclosure or such disclosure would otherwise cause a Party to breach its confidentiality
obligations to such Customer or other third party. Each Party shall use commercially reasonable efforts to obtain permission for
disclosure to the other Party.



 


		2.2	As described in the Business Development Guidelines in Schedule 2, all Opportunities, irrespective
of Phase, therapeutic area, Modality or Customer should be responded to by the Alliance.



 


		2.3	Unless otherwise agreed by the Parties by email or as otherwise provided in this Clause 2, the
Parties will collaborate to win business together as described in Schedule 2. This will be reviewed quarterly and updated from
time to time by mutual agreement of the Parties.



 


		2.4	If (in the reasonable opinion of a Party) it is in the best interest of the Customer, nothing in
this Agreement will prevent a Party from providing a Proposal to a Customer which describes a solution that would be delivered
entirely by that Party, subject to:



 


		(a)	Clause 2.1;



 


		(b)	The Party disclosing to the Customer the existence of the Alliance in the Proposal as detailed
in Schedule 2; and



 


		(c)	Except as provided in Clause 2.1, disclosing to the other Party key information about the Opportunity
(including but not limited to, the Customer, therapeutic area, phase/type of research and compound) and consulting with the other
Party about the Opportunity in good time before submitting any Proposal to the Customer.



 


Where a Party
is the Lead Party and the services of the other Party are not required in connection with an Opportunity, (i) such Opportunity
will be one that may be delivered entirely by the Lead Party; (ii) the applicable Lead Party may prepare and submit the Proposal
and the budget, negotiate the Primary Contract and otherwise negotiate with the applicable Customer, and (iii) the Lead Party will
not be obligated to submit the Proposal, budget, Primary Contract or other documents related to the Opportunity to the other Party
for review or approval as contemplated in Schedule 2. If the Parties are unable to agree on whether such a solution is in the best
interest of the Customer, the Parties will resolve the matter as detailed in Clause 19 (dispute resolution).


 


		2.5	The Parties will agree which Party will be the Lead Party for each Opportunity using the criteria
described in Schedule 2. The Parties will agree on the process for communicating to each Customer who the Lead Party is and the
process by which a Customer should approach the Parties for a Proposal. If the Alliance Representatives are unable to agree on
the interpretation of this Clause 2.5 or the designation of the Lead Party for any particular Customer, the Parties will resolve
the matter as detailed in Clause 19 (dispute resolution).



 




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		2.6	The Lead Party will perform its responsibilities as described in Schedule 2 including allocation
of an Account Manager to the Customer and liaising with the other Party's business development team members.



 


		2.7	The RFP Lead is responsible for the preparation of the Proposal and budget. For RFPs in neuroscience
the RFP Lead will be IXICO, for RFPs in oncology and other therapeutic areas for Customers identified on Table 1 of Schedule 2,
the RFP Lead will be VSCP as specified in Schedule 2. For Customers not listed in Table 1 on Schedule 2, the Lead Party will be
the RFP Lead unless otherwise agreed by the Parties.



 


		2.8	IXICO currently licences the BioMedTracker.com® Subscription Service from Sagient Research
Systems, Inc. The Parties shall cooperate to enter into an agreement with Sagient Research Systems, Inc. to allow both IXICO and
VSCP to use the BioMedTracker.com® Subscription Service on such terms as may be agreed by the Parties.



 


		2.9	IXICO acknowledges that VSCP has an obligation to disclose and offer to PPD any Opportunity disclosed
by IXICO to VSCP if such Opportunity falls within the scope of the PPD Strategic Alliance Agreement, and, notwithstanding anything
to the contrary contained in this Agreement, IXICO agrees that VSCP may make such disclosure and offer such Opportunity to PPD
provided this would not cause IXICO to breach its confidentiality or other obligations to a Customer or any other third party.
VSCP has provided IXICO with a copy of the PPD Strategic Alliance Agreement and shall use commercially reasonable efforts to obtain
PPD’s consent to disclose any confidential provisions of such agreement and any amendments. In addition, notwithstanding
anything to the contrary in this Agreement, IXICO and VSCP agree to operate the Alliance in conformance with VSCP's obligations
under the PPD Strategic Alliance Agreement for Opportunities (including, but not limited to, the preferred pricing restrictions
therein).



 


		2.10	Where the PPD Strategic Alliance Agreement does not appropriately cover IXICO’s services
for CNS clinical trials, the Parties will use reasonable commercial endeavours to update the PPD Strategic Alliance Agreement accordingly.



 


		3.	Awarded Business



 


		3.1	The split of contracted work for Joint Projects between the Parties will be as set forth on the
applicable Work Order; provided, however, unless otherwise agreed, where the Lead Party is not providing any of the contracted
services to the Customer, the Lead Party shall always retain:



 


		•	(******)for executing the Primary Contract with
the Customer; and



 


		•	(******) project management fee for submission and payment
of invoices



 





 



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


 




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The
default currency for such sums will be in US Dollars unless the Primary Contract is in a different currency, in which case these
sums will be calculated in the currency of the Primary Contract at the average exchange rate in the month the payment is
received from the Customer. .


 


		3.2	Once a Party receives an award for a Joint Project, the Parties will follow the procedures detailed
in Schedule 3 for entering into the applicable Primary Contract.



 


		3.3	Commission for Joint Projects will be handled as follows:



 


		(a)	The Lead Party will pay any commission due to its Account Manager in accordance with that Party’s
own commission scheme which is in force at the time.



 


		(b)	Unless otherwise agreed, both Parties are responsible for their own commission fees and no commission
fees will be payable by one Party to the other Party or any agents or employees of the other Party.



 


		3.4	Both Parties agree to disclose to the other full details of their respective commission plans that
are applicable to a Joint Project at any one time.



 


		4.	Operational delivery



 


		4.1	Unless otherwise agreed, VSCP will be the Service Provider for oncology Joint Projects and IXICO
will be the Service Provider for neuroscience Joint Projects.



 


		4.2	When the other Party acts as a subcontractor to the Lead Party, the terms of the Master Subcontract
Agreement shall apply.



 


		4.3	Quality / Approved Supplier Status.



 


		(a)	The Parties desire to audit each other for the purpose of holding each other out as Approved Suppliers.
Both Parties will audit one another as per each Party's SOPs with the view to qualifying each Party as an Approved Supplier of
the other Party.



 


		(b)	The obligations under this Clause 4.3 shall survive termination as long as the Parties have active
Primary Contracts for clinical trial services and/or have existing commitments to any Customer.



 


		(c)	Both Parties will cooperate fully in any onsite audits conducted by the other Party and all reasonable
requests for information when undertaking such audit and any follow-up activities or audits as part of on-going maintenance of
such Approved Supplier status.



 


		(d)	The Parties acknowledge that they may make use of an independent (3rd party) quality auditor to
perform separate on-site audits of one or both Parties in order to comply with any contractual obligations to a Customer under
a Joint Project. In the event that the Parties mutually agree they need 3rd party auditing, the cost of any such audits will be
shared equally by the Parties, unless otherwise agreed, and such 3rd party auditor shall be required to execute a written non-disclosure
agreement.



 


		(e)	Unless otherwise agreed, both Parties shall cover their own costs and expenses if either Party
is audited by any business partner of the other Party. At the Effective Date, VSCP has an alliance with PPD.



 


		(f)	Any audit findings and associated corrective and preventative actions will be treated by the Parties
with the same priority and rigour as the Parties treat any finding identified by a Customer.



 




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		5.	Joint OFFICE



 


		5.1	IXICO and VSCP have identified a location in New Hope, Pennsylvania (the "Premises"),
which is geographically beneficial to both Parties in terms of proximity to major transport hubs, customers and competitors. VSCP
has entered into the primary lease for the Premises. IXICO's use and occupancy of the Premises shall be subject to the provisions
of the primary lease (subject to VSCP providing IXICO with a copy of the relevant primary lease provisions and any updates thereto).
During the Term of this Agreement, VSCP shall permit IXICO to use office space at the Premises, and IXICO shall pay to VSCP $2,000
per month for any period of such use (starting on 1 August 2014), , which sum shall be reviewed Quarterly by the Parties (both
acting reasonably) taking into consideration, among other things, the quantity of space being used by IXICO. IXICO may terminate
its use of the Premises effective as of the last day of a month by providing at least 30 days' prior written notice to VSCP and
vacating the Premises on or before the applicable effective date of termination. Any termination must be effective as of the last
day of a month; there shall not be any proration of the monthly fee for partial months. IXICO's termination of its use of the Premises
shall not require, nor be deemed, a termination of this Agreement.



 


		5.2	As soon as reasonably and commercially practicable, VSCP will take on the responsibility and cost
for preparing the space for use by IXICO, to the reasonable satisfaction of IXICO, including but not limited to the installation
of all necessary security provisions, IT provisions (bandwidth and security) and office fit-out requirements.



 


		6.	Scientific Advisory Board



 


		6.1	At or about the time of the Effective Date, VSCP is forming a Scientific Advisory Board (SAB) of
outside advisors.



 


		6.2	Derek Hill, IXICO CEO, agrees to participate in the SAB for no consideration, his participation
in which will be governed by a separate Scientific Advisory Agreement (Annex 4).



 


		6.3	Unless otherwise agreed by the Parties, VSCP is responsible for all costs, choosing the advisors,
managing the advisors and any changes to the SAB.



 


		7.	Intellectual Property



 


		7.1	Except as otherwise set forth in this Clause 7, nothing in this Agreement grants, licenses, or
otherwise transfers to either Party, expressly, by implication, estoppel, or otherwise any Background IPR owned or controlled by
the other Party.



 


Ownership


 


		7.2	The Parties do not contemplate that any Foreground IPR will be jointly conceived, created, reduced
to practice, or developed between the Parties during the Term of this Agreement; however, in the instance that Foreground IPR is
jointly conceived, created, reduced to practice, or developed during the Term, then unless and until the Parties enter into a separate
agreement outlining the ownership and usage rights in such Foreground IPR:



 




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		(a)	each Party shall each own an equal and undivided interest in such Foreground IPR;



 


		(b)	neither Party shall transfer, assign, dispose of, grant any security interest over, or apply for
patent or other registered protection for, such Foreground IPR without the other Party’s prior written consent;



 


		(c)	neither Party shall use such Foreground IPR (except for the purposes satisfying its obligations
under this Agreement and/or the Master Subcontract Agreement), nor shall either Party license such Foreground IPR (except for the
granting of licences to a Customer which may be required by Clause 7.8 and/or by the Master Subcontract Agreement).



 


		7.3	In the instance that Foreground IPR is conceived, created, reduced to practice, or developed independently
by only one Party during the Term of this Agreement, such Foreground IPR shall be owned exclusively by that Party, and the other
Party shall have no ownership rights therein.



 


		7.4	Intentionally omitted.



 


		7.5	Intentionally omitted.



 


Use of IPR


 


		7.6	Subject to Clause 7.7, each Party grants the other Party a limited, non-exclusive, royalty-free
licence during the Term of this Agreement to use its Background IPR and Foreground IPR solely to the extent necessary to perform
its obligations under a Work Order and, where applicable, the relevant Primary Contract. Such licence is non-transferable and non-sub-licensable,
except as permitted by Clause 7.8 and Clause 26.5.



 


		7.7	None of the IPR provisions of this Agreement (including those related to ownership, licences, warranties
and indemnities) shall apply to IXICO’s TrialTracker system and/or any other IPR which is licensed or developed under the
Software Licence and Support Agreement (such matters shall instead be governed exclusively by the terms of the Software Licence
and Support Agreement).



 


		7.8	Additionally, each Party acknowledges that the other Party may be required to grant certain IPR
non-exclusive licences to a Customer under a Primary Contract, including those necessary to enable the Customer to make use of
the Deliverables. Therefore each Party grants a non-exclusive licence to the other Party of any Background IPR and Foreground IPR
that the other Party needs to comply with the terms of its IPR licensing obligations to the Customer in the Primary Contract (and,
notwithstanding Clause 26.5, the other Party shall be entitled to sub-license such non-exclusive rights to the Customer for that
purpose). Alternatively, if the other Party asks for such a sub-licence to be granted, such a sub-license shall be granted directly
to a Customer for the necessary Background IPR and Foreground IPR.



 


		7.9	Notwithstanding any other provision of this Agreement, no Party shall use the other Party’s
name, brand and/or logo without the prior written consent of the other Party except as required by law, any governmental or regulatory
authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.



 




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IPR Indemnity


 


		7.10	Each Party (an “Indemnifying Party”) shall indemnify
and keep indemnified the other Party against any losses, damages, liabilities, demands, costs and expenses (including reasonable
legal and professional fees) that the other Party, its Affiliates and (in the case of Lead Party) its Customers (each an “IPR
Indemnitee”) may suffer or incur arising from any claim that: (i) the performance of any Services by the Indemnifying
Party under this Agreement or a Primary Contract; and/or (ii) the provision by the Indemnifying
Party of any technology, IPR, equipment, items or other materials in connection with this Agreement; is or is alleged to infringe
or misuse the IPR of a third party.



 


		7.11	The indemnity in Clause 7.10 shall not apply if and to the extent that the IPR infringement or
misuse in question results from:



 


		(a)	any modification or use of the Services, technology, IPR, equipment, items or other materials provided
by the Indemnifying Party which has not been authorised in writing by the Indemnifying Party;



 


		(b)	any breach by the IPR Indemnitee of this Agreement, the Master Subcontract Agreement and/or the
Primary Contract; and/or



 


		(c)	any negligent act or omission on the part of the IPR Indemnitee.



 


		7.12	If either Party becomes aware of any matter which might give rise to a claim for indemnification
under Clause 7.10, then it shall (and, where applicable, shall procure that its IPR Indemnitees shall) comply with the procedures
set forth in Clause 13.3(b).



 


		8.	Non-Compete



 


		8.1	For the avoidance of doubt:



 


		(a)	while this Framework Agreement is active, both Parties agree not to compete on the same Opportunity.



 


		(b)	in accordance with Clause 2.1, both Parties agree to disclose fully their respective Sales Pipelines
to the other Party.



 


		(c)	in accordance with Clause 2.4(b)2.4(b), all Proposals will describe the Alliance in a way that
has been agreed by the Parties.



 


		8.2	Unless the Parties otherwise agree in writing, for a period of 120 days after the termination of
this Agreement for any reason, neither Party shall solicit, bid on, respond to an Opportunity or otherwise attempt to obtain the
contract for (i) a Lead of the other Party that has been disclosed by the other Party on or before the termination date, or (ii)
an Opportunity for which an RFP or RFI has been received by the other Party on or before the termination date.



 


		9.	Personalised Medicine and Disease Diagnostics



 


		9.1	Both Parties have either current or historical activity in the personalised medicine and disease
diagnostics field.



 


		9.2	If the Parties agree to add personalised medicine and disease diagnostics to the scope of the Alliance,
such addition will be governed by a separate agreement.



 


		9.3	Any Confidential Information and IPR related to personalised medicine and disease diagnostics activity
will be covered by this Agreement, unless superseded by the agreement referenced in Clause 9.2.



 




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		10.	Fees



 


		10.1	Each Party is responsible for its own costs incurred in performing the activities and responsibilities
under this Agreement, except as specified in any of the following:



 


		(a)	the Software Licence and Support Service Agreement;



 


		(b)	a Work Order pursuant to the Master Subcontract Agreement;



 


		(c)	as expressly provided elsewhere in this Agreement or in any Annex or Schedule hereto; and



 


		(d)	unless otherwise agreed by the Parties.



 


		11.	Representatives and Review Meetings



 


		11.1	Each Party shall appoint a representative (the “Alliance Representative”) who
will have overall responsibility for the operation of this Agreement and for performance of that Party’s obligations under
this Agreement. As at the Effective Date, the Alliance Representatives shall be:



 


		 	(a)



 


		 	(b)



 


		11.2	Each Party may change its appointed Alliance Representative from time to time on giving written
notice to the other Party.



 


		11.3	The Parties’ Alliance Representatives shall meet on a regular basis, at least once every
Quarter or at such other frequency as the Parties may agree, to review and discuss the operation of this Agreement and any issues
arising. These meetings may take place in person, or by telephone conference or other remote means, and shall take place at such
dates, times and locations as are mutually agreed between the Alliance Representatives.



 


		12.	WARRANTIES



 


		12.1	Each Party warrants to the other that:



 


		(a)	it has the right, power and authority to enter into and to perform this Agreement;



 


		(b)	this Agreement is executed by a duly authorised representative of that Party;



 


		(c)	the execution and delivery of this Agreement and the performance of its obligations hereunder do
not and will not violate, conflict with, or constitute a default under its charter or similar organization document, its by-laws,
any Applicable Laws, or the terms or provisions of any material agreement or other instrument to which it is a party or by which
it is bound, or any order, award, judgment or decree to which it is a party or by which it is bound; and



 


		(d)	this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms.



 


		12.2	Except as expressly and specifically provided in this Agreement, all warranties, representations,
conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by
applicable law, excluded from this Agreement. In particular, no warranty is given as to:



 




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		(a)	the intent of any Customer to outsource any of the proposed Services;



 


		(b)	the certainty of winning any jointly proposed business; or



 


		(c)	the accuracy of any proposed solution to meet the Customer needs.



 


		13.	LIABILITY



 


		13.1	Nothing in this Agreement excludes or limits the liability of either Party for:



 


		(a)	death or personal injury caused by its negligence;



 


		(b)	fraud or fraudulent misrepresentation;



 


		(c)	violation of Clause 7 of this Agreement;



 


		(d)	breach of any confidentiality obligations under this Agreement;



 


		(e)	its indemnification obligations under Clause 13.3 for Losses (defined below) paid or payable by
an Indemnitee to a third party making a Claim (defined below) and direct expenses incurred by an Indemnitee in defending such Claim;
or



 


		(f)	any matter in respect of which liability cannot be excluded or limited by law.



 


		13.2	Subject to Clause 13.1 (liability for which, in each case, shall not be limited) in no circumstances
shall either Party be liable to the other Party in contract, tort (including negligence) or otherwise for:



 


		(a)	any indirect, special or consequential loss (whether or not reasonably foreseeable and even if
the first Party had been advised of the possibility of the other Party incurring such loss or type of loss); or



 


		(b)	any loss of profits, anticipated savings, business or goodwill or loss or corruption of data (in
each case whether direct or indirect).



 


		13.3	Indemnity:



 


		(a)	Each Party (an “Indemnifying Party”) shall indemnify, defend and hold harmless
the other Party and its agents, shareholders, officers, directors, Affiliates, successors and assigns (each an “Indemnitee”)
from and against any and all damages, dues, penalties, fines, costs, liabilities, obligations, losses, royalties, expenses and
fees (including, without limitation, attorneys' fees and costs ) (each a “Loss” and collectively as “Losses”)
incurred by any such Indemnitee as a result of any claim, action or proceeding by a third party resulting from (a) the Indemnifying
Party’s breach of any material representation, warranty or covenant contained in this Agreement; or (b) the Indemnifying
Party’s negligence or wilful misconduct in the course of its performance of this Agreement (each a “Claim”
and collectively as “Claims”).



 


		(b)	The Indemnitee shall give the Indemnifying Party prompt notice of any third party Claim for which
indemnification is sought hereunder, but the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party
from any liability which it may otherwise have hereunder except to the extent that the Indemnifying Party is damaged or prejudiced
by such omission or from any liability it may have other than under this Clause 13.3. The Indemnifying Party shall have the right
to control the defence and settlement of such third party Claim, provided the Indemnifying Party shall act reasonably and in good
faith with respect to all matters relating to the settlement or disposition of the Claim, and the Indemnitee shall reasonably cooperate
in the investigation, defence and settlement of such Claim. The Indemnitee shall have the right to participate in, but not control,
the defence and settlement of a Claim and to employ separate legal counsel of its own choice; provided, however, that such employment
shall be at the Indemnitee’s own expense, unless (i) the employment thereof has been specifically authorized by the Indemnifying
Party, or (ii) the Indemnifying Party has failed to assume the defence and employ counsel (in which case the Indemnitee shall control
the defence and settlement of such Claim).



 




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		14.	insurance



 


		14.1	Each Party shall take out and maintain adequate insurance cover with a reputable insurer in respect
of its obligations under this Agreement.



 


		14.2	If requested, both Parties shall provide the other with a copy of the relevant certificate of insurance,
insurance policy and evidence of payment of the premiums (or such other evidence as may be reasonably requested by a Party to demonstrate
that the cover is in place and has not any way been terminated or invalidated).



 


		14.3	Neither failure of either Party to comply with any or all of the insurance provisions of this Agreement,
nor the failure to secure endorsements on the policies as may be necessary to carry out the provisions of this Agreement, shall
be construed to limit or relieve either Party from any of its obligations or liabilities under this Agreement.



 


		15.	FORCE MAJEURE



 


		15.1	Other than in respect of an obligation to make payment, neither VSCP nor IXICO will be liable for
non-performance or delays in performance that result from causes that are beyond its reasonable control, such as acts of God, fire,
strikes, embargo, acts of terrorism, acts of government or other similar causes (“Force Majeure”). However,
such non-performance or delay is excused under this provision only for the duration of the qualifying event.



 


		15.2	Upon the occurrence of a Force Majeure event, the Party whose performance is delayed or prevented
will promptly give written notice to the other Party of the event, the expected duration, and its anticipated effect on the ability
of the Party to perform its obligations. The Party whose performance is affected by the event will also make reasonable efforts
to remedy the cause of the delay or work stoppage.



 


		16.	DURATION



 


		16.1	This Agreement shall commence on the Effective Date and shall automatically renew on the annual
anniversary and continue in force (the “Term”) unless and to the extent terminated in accordance with Clause
17.



 


		17.	TERMINATION



 


		17.1	Either Party shall be entitled to terminate this Agreement at any time for any reason on giving
the other Party at least thirty (30) days prior written notice.



 


		17.2	Either Party shall be entitled to terminate this Agreement with immediate effect by giving the
other Party written notice of termination if the other Party commits a material breach, and, if the breach is capable of remedy,
fails to remedy the breach within thirty (30) days of receiving notice in writing to do so.



 




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		17.3	Either Party shall be entitled to terminate this Agreement with immediate effect by giving the
other Party written notice of termination if:



 


		(a)	an order is made or a resolution passed for the winding up of the other Party (other than for the
purpose of a solvent scheme of reconstruction or amalgamation);



 


		(b)	the other Party enters into bankruptcy or liquidation or any arrangement for the benefit of its
creditors (whether voluntarily or involuntarily);



 


		(c)	a liquidator, administrator, administrative receiver, receiver, trustee in bankruptcy or similar
officer is appointed in respect of a material part of the other Party’s assets or business;



 


		(d)	the other Party ceases or threatens to cease to continue its business;



 


		(e)	the other Party is dissolved;



 


		(f)	as a consequence of debt and/or maladministration, the other Party takes or suffers any similar
or analogous action to any of those listed in Clauses 17.3(a) to (e) inclusive above.



 


each of the
above being an “Insolvency Event”.


 


		18.	Consequences of Termination



 


		18.1	Unless otherwise agreed by both Parties, if this Agreement is terminated, the Parties agree to
use the letters detailed in Schedule 4 as the basis for the communication of the termination of the Alliance to Customers and in
any public announcement, with the final text to be agreed between the Parties prior to any such communication.



 


		18.2	Upon serving notice of termination, the Parties agree as follows:



 


		(a)	The Parties shall perform their respective obligations under all open Work Orders through completion
(unless the Work Order is terminated earlier by the Customer or otherwise in accordance with the Master Subcontract Agreement),
and any change orders to a Work Order will be divided between the Parties as was envisaged when the work was originally awarded
by the Customer;



 


		(b)	All awarded work (either by written or verbal confirmation of award) that is yet to be contracted
by the Customer will be delivered as envisaged in the Proposal;



 


		(c)	All jointly proposed work that is awarded post notification of termination will be delivered as
envisaged in the Proposal;



 


		(d)	Any RFP that has been received by the Parties prior to the notification of termination but not
yet responded to will be proposed as envisaged in the Alliance; and



 


		(e)	Upon termination, the Parties shall execute a written memorandum identifying the Leads, Opportunities
Proposals and Work Orders that will survive the termination of this Agreement as described in Clauses 18.2(a) through 18.2(d) above
and the provisions of Clause 2, Clause 3, Schedule 2 and Schedule 3 shall continue to apply to all such Leads, Opportunities, Proposals
and Work Orders.



 




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		18.3	For avoidance of doubt, termination of this Agreement shall not automatically:



 


		(a)	result in the termination of the Master Subcontract Agreement or termination of any Work Order
pursuant to it; or



 


		(b)	result in termination of the Software Licence and Support Agreement or termination of any Work
Order pursuant to it.



 


		18.4	Upon termination (and except only to the extent and duration necessary for the performance of any
surviving Work Order):



 


		(a)	all rights and licences granted to either Party to the other under this Agreement shall cease automatically
(except for any licences granted for the benefit of the Customer under Clause 7.8 which, where applicable, shall continue in force
so long as required by the relevant Primary Contract);



 


		(b)	each Party shall return and make no further use of any equipment, property, source code, materials
and other items (and all copies of them) belonging to the other Party;



 


		(c)	the Receiving Party shall within 14 days of the date of termination return to the Disclosing Party
(or at the Disclosing Party’s option, destroy) any remaining Confidential Information of the Disclosing Party in the possession
or control of the Receiving Party and delete all copies of the Disclosing Party’s Confidential Information from its IT systems
(other than Confidential Information held on its archival or back-up systems in the ordinary course of business or any Confidential
Information which the Receiving Party is required to retain under Applicable Laws).



 


		(d)	all remaining provisions of this Agreement shall cease to have force and effect, except for the
coming into force or the continuation in force of any provision which is expressly, or by implication, intended to come into or
continue in force on or after such termination, including the following Clauses: 4.3, 7, 8.2, 12, 13, 18, 19, 23, 25 and 26.



 


		18.5	Termination by either Party of this Agreement shall not affect the accrued rights, remedies, obligations
or liabilities of the Parties existing at termination.



 


		19.	Disputes



 


		19.1	If a disagreement arises between the Parties as to any matters within the scope of this Agreement,
and the Alliance Representatives responsible for administering this Agreement are unable despite good faith efforts to resolve
the dispute among themselves, at any time either Party may request that the issue of disagreement be referred to the Party's respective
CEO's for resolution. In the event the Parties' CEOs are unable to resolve the dispute within 10 days, either Party may initiate
the arbitration procedures under Clause 19.2.



 


		19.2	Any claim or dispute arising out of or related to this Agreement,
or the interpretation, making, performance, breach or termination thereof that the Parties are unable to resolve by the procedures
described in Clause 19.1, shall (except as specifically set forth in Clause 26.9 or elsewhere in this Agreement) be finally settled,
at the request of either Party, by binding arbitration in New York, New York in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association (the “Rules”). Judgment
upon the award rendered may be entered in any court having jurisdiction thereof. Each arbitration shall be conducted in accordance
with the Rules by a panel of three (3) arbitrators.  Each Party shall select one (1) arbitrator and the two (2) selected arbitrators
shall select the third (3rd) arbitrator who shall serve as the chairperson. The decision of the arbitrator as to the
validity and amount of any claim shall be final, binding, and conclusive upon the Parties to this Agreement. Such decision shall
be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree
or order awarded by the arbitrator. The Parties agree that the substantially losing Party shall pay the reasonable costs and expenses
(including reasonable counsel fees) of the substantially prevailing Party in any such arbitration. 



 




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		20.	Announcements and News Flow



 


		20.1	The Parties intended to make scheduled announcements as key milestones in the Alliance are reached
and successes achieved.



 


		20.2	A schedule of expected announcements is included in Schedule 5.



 


		20.3	Neither Party will make an announcement without written approval of the other Party, unless it
is required to do so by Applicable Laws or the securities exchange on which the Party’s securities are listed or quoted,
in which event it shall notify the other Party a reasonable time prior to making such announcement.



 


		20.4	Neither Party shall be obliged to publish or permit the other Party to publish any Confidential
Information of that Party.



 


		20.5	The Parties will work together to align both the message and timing of any announcement prior to
being made.



 


		21.	COMPLIANCE WITH APPLICABLE LAWS



 


		21.1	Each Party shall comply with all Applicable Laws directly applicable to it and the Services provided
by such Party from time to time.



 


		21.2	In the event a Party becomes aware of that an Applicable Law (or any amendment thereto) will impact
or is likely to impact the performance of its obligations under this Agreement, such Party shall promptly notify the other Party
and the Parties will consult with each other to consider and agree how this Agreement will need to be modified to ensure compliance
with such change, if at all. Such agreement must not be unreasonably withheld or delayed.



 


		22.	general obligations of the parties



 


Assistance
and co-operation


 


		22.1	Both Parties shall co-operate in performance of its obligations under this Agreement.



 


		22.2	When either Party (the “Visiting Party”) is working at any premises of the other (the
“Host Party”), the Visiting Party shall ensure that its personnel comply with the standard workplace security, administrative,
health and safety and other policies and procedures that are applicable to the Host Party’s own employees or contractors
as notified by the Host Party to the Visiting Party from time to time.



 




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Viruses


 


		22.3	Each Party shall not deliberately introduce, and shall use commercially reasonable efforts to prevent
from being introduced, any viruses, worms, Trojan horses or other malicious code (collectively, “Viruses”) into
any other software or IT systems of the other Party.



 


		23.	CONFIDENTIAL information



 


		23.1	Each Party acknowledges that, in connection with the performance or contemplated performance of
this Agreement, it may acquire or gain access to the Confidential Information of the other Party.



 


		23.2	A Receiving Party shall treat all Confidential Information belonging to the Disclosing Party as
secret and confidential and shall not use, copy or disclose to any third party any Confidential Information of the Disclosing Party,
except that:



 


		(a)	the Receiving Party may use and copy and disclose Confidential Information belonging to the Disclosing
Party to the extent necessary to perform its obligations and exercise its rights under this Agreement (the “Purpose”);



 


		(b)	the Receiving Party may disclose Confidential Information belonging to the Disclosing Party to
those of its directors, officers, employees, accountants, attorneys, and financial advisors ("Representatives")
to whom such disclosure is necessary (and only disclose that part of the Confidential Information which is necessary) for the Purpose,
provided that the Receiving Party shall remain responsible for procuring that its Representatives do not further disclose and/or
use the Confidential Information of the Disclosing Party for any other purpose;



 


		(c)	the Receiving Party may disclose any part of the Confidential Information of the Disclosing Party
solely to the extent that it is legally required to do so pursuant to an order of a court of competent jurisdiction or any law,
rule or regulation of any governmental or regulatory authority (including any relevant securities exchange and securities laws
applicable to either Party), provided that (to the extent legally permissible) the Receiving Party shall give written notice to
the Disclosing Party as soon as possible and shall use its best endeavours to limit such disclosure and to provide the Disclosing
Party with an opportunity to make representations to the relevant court or governmental authority; and/or



 


		(d)	the Receiving Party may otherwise use, copy and/or disclose Confidential Information of the Disclosing
Party with the Disclosing Party’s prior written consent.



 


		23.3	“Confidential Information” shall not include any information or materials which the
Receiving Party can prove:



 


		(a)	is or becomes public knowledge through no improper conduct on the part of the Receiving Party;



 


		(b)	is already lawfully possessed by the Receiving Party without any obligations of confidentiality
or restrictions on use prior to the Receiving Party first receiving it from the Disclosing Party;



 


		(c)	is obtained subsequently by the Receiving Party from a third party without any obligations of confidentiality
and such third party is in lawful possession of such information or materials and not in violation of any contractual or legal
obligation to maintain the confidentiality of such information or materials; and/or



 




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		(d)	was independently developed by the Receiving Party without the benefit of the Confidential Information
of the Disclosing Party.



 


		23.4	As between the Parties, all documents, materials and other items (including items in electronic
form), and any Intellectual Property Rights therein, provided by the Disclosing Party to the Receiving Party containing Confidential
Information shall remain the absolute property of the Disclosing Party.



 


		23.5	The Receiving Party shall at all times maintain documents, materials and other items (including
items in electronic form) containing Confidential Information of the Disclosing Party and any copies thereof, in a secure fashion
by taking reasonable measures to protect them from theft and unauthorised copying, disclosure and without prejudice to the foregoing
shall exercise at least the same degree of care to prevent unauthorised disclosure and/or use of the Confidential Information of
the Disclosing Party as the Receiving Party exercises in respect of its own Confidential Material of like importance (and in any
event no less than a reasonable standard of care).



 


		23.6	The Receiving Party shall notify the Disclosing Party immediately if the Receiving Party becomes
aware of any unauthorised use or disclosure of, or any unauthorised access to or of any theft or loss of any copies of any Confidential
Information of the Disclosing Party.



 


		23.7	Each Party also agrees to comply with any confidentiality or non-use obligations imposed on a Party
by a Customer under a Primary Contract provided that such obligations are provided to both Parties. If those obligations differ
to those in set out in this Clause 23, the stricter obligations shall apply (although if there is then still any conflict or ambiguity,
the customer’s requirements shall prevail).



 


		23.8	No Party shall make, or permit any person to make, any public announcement concerning this Agreement
without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required
by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of
competent jurisdiction.



 


		23.9	Nothing in this Agreement precludes either Party from using and/or disclosing for any purpose at
any time (including after termination of this Agreement) any generalised know-how, skills, learning or techniques that are retained
solely in intangible form in the unaided memories of a Receiving Party’s directors, officers and employees who have had access
to the Confidential Information of the Disclosing Party under this Agreement, provided that: (a) such personnel do not intentionally
retain the Confidential Information for the purposes of its reuse or disclosure; and (b) such use or disclosure does not infringe
any patent, copyright, database right, design right or other intellectual property right, or misuse any trade
secret, of the Disclosing Party or any third party



 


		23.10	The provisions of this Clause 23 shall continue for so long as either Party has knowledge or possession
of any Confidential Information of the other Party and shall, for the avoidance of doubt, survive termination of this Agreement.



 




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		24.	Data protection



 


		24.1	Each Party shall comply with its respective obligations under all Applicable Laws relating to data
protection, information security and privacy matters (including European Directives 95/46/EC and 2002/58/EC, any national laws
implementing those Directives, and any other equivalent Applicable Laws to which a Party and/or the relevant Customer is subject)
in so far as they relate to this Agreement or its performance (“Data Protection Laws”).



 


		24.2	For the purposes of this Clause 24, “Personal Data”, “Data Processor” and
“Data Controller” and “process” have the same meanings as those set out in European Directive 95/46/EC
or any equivalent definition in the relevant Data Protection Law which is applicable to the relevant Party or Customer (whether
inside or outside the European Economic Area).



 


		24.3	The Parties acknowledge that, for the purposes of providing the Services, the Customer shall be
the relevant Data Controller for the Personal Data processed in the provision of the Services (the “Customer Personal
Data”). Where one Party appoints the other Party to process Customer Personal Data as part of the provision of the Services,
the appointing Party shall be the “Data Processor” and the appointed Party shall be a “Subprocessor”
of such Customer Personal Data. To the extent that a Subprocessor processes any Customer Personal Data the Subprocessor shall:



 


		(a)	only process such Customer Personal Data in accordance with the instructions of the Data Processor,
keep proper records of such processing and assist the Data Processor to comply with its requirements under Data Protection Laws;



 


		(b)	take appropriate technical and organisational measures against unauthorised or unlawful processing
of such Customer Personal Data and against accidental loss, destruction or disclosure of, or damage or alteration to, such Customer
Personal Data (and shall notify the Data Processor as soon as possible if any such events occur and assist the Data Processor in
dealing with them);



 


		(c)	ensure that its personnel only have access to Customer Personal Data where it is necessary for
the performance of this Agreement and take all reasonable steps to ensure the reliability of such personnel;



 


		(d)	not transfer any Customer Personal Data outside the EEA (or any other territory in which restrictions
are imposed on the transfer of Customer Data across borders under Data Protection Laws) without the Data Processor’s prior
written consent. IXICO hereby consents to VSCP transferring Customer Personal Data to the United States;



 


		(e)	immediately notify the Data Processor if it receives any complaint, notice or communication which
relates to the processing of such Customer Personal Data, and provide full co-operation and assistance to the Data Processor in
relation to the same;



 


		(f)	at any time at the Data Processor’s request promptly return or destroy any Customer Personal
Data that is in the Subprocessor’s possession or control; and



 


		(g)	provide reasonable evidence of the Subprocessor’s compliance with the obligations under this
Clause 24 to the Data Processor on reasonable notice and request.



 




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		24.4	VSCP agrees to: (a) secure (to the extent it has not done so already) within 30 days of the Effective
Date, and maintain throughout the duration of this Agreement, a certification to the Safe Harbour Privacy Principles and associated
15 Frequently Asked Questions approved by the European Commission (Decision of 26th July 2000 (2000/520/EC)) (collectively, the
“Safe Harbour Principles”) which is adequate to cover the Customer Personal Data which VSCP will process in
the provision of the Services; (b) comply with the Safe Harbour Principles and the terms of that certification throughout the duration
of this Agreement; and (c) immediately inform IXICO if at any time during the duration of this Agreement VSCP ceases to be so certified,
for whatever reason.



 


		24.5	The Subprocessor also agrees to comply with any data privacy and information security requirements
imposed on the Data Processor by any agreements with its Customers. If those obligations differ to those set out in this Clause
24, the stricter obligations shall apply (although if there is then still any conflict or ambiguity, the Customer’s requirements
shall prevail).



 


		25.	NON-SOLICITATION OF EMPLOYEES



 


		25.1	Unless the Parties otherwise agree in writing, during the Term, and for twelve (12) months thereafter,
neither Party shall directly solicit for employment any person employed by the other Party or any Affiliate of the other Party
if such person was involved, directly or indirectly, in the performance of this Agreement.



 


		26.	GENERAL



 


		26.1	No variation of this Agreement shall be effective unless it is in writing and signed by the duly
authorised representatives of both Parties.



 


		26.2	No failure or delay by a Party to exercise any right or remedy provided under this Agreement or
by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of
that or any other right or remedy.



 


		26.3	If any provision (or part of a provision) of this Agreement is found by any court or administrative
body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid,
unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply
with whatever modification is necessary to give effect to the commercial intention of the Parties.



 


		26.4	This Agreement and any agreement entered into pursuant to or in connection with this Agreement,
constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them
relating to the subject matter they cover. Each of the Parties acknowledges and agrees that in entering into this Agreement it
does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing
or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as
expressly set out in this Agreement.



 


		26.5	Neither Party shall, without the prior written consent of the other Party, assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or obligations under this Framework Agreement. If a Party
assigns or sub-contracts any of its obligations under this Framework Agreement to any third party, the Party assigning or sub-contracting
shall be fully responsible to the other Party for the proper performance of those obligations and for any act or omission of the
third party in relation thereto.



 




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		26.6	The status of a Party under this Agreement shall be that of an independent contractor. Nothing
contained in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Parties
or, except as otherwise expressly provided in this Agreement, as granting either Party the authority to bind or contract any obligation
in the name of or on the account of the other Party or to make any statements, representations, warranties, or commitments on behalf
of the other Party. All Persons employed by a Party or any of its Affiliates shall be employees of such Party or its Affiliates
and not of the other Party or such other Party's Affiliates and all costs and obligations incurred by reason of any such employment
shall be for the account and expense of such Party or its Affiliates, as applicable.



 


		26.7	Except as expressly set forth herein the Parties do not confer any rights or remedies upon any
person other than the Parties to this Agreement and their respective successors and permitted assigns.



 


		26.8	Any notice required to be given under this Agreement shall be in writing and shall be delivered
by hand or sent by pre-paid first-class post or a reputable courier to the other Party at its address set out in this Agreement,
or sent by fax to the other Party's fax number as set out below, or to such other address or fax number as subsequently notified
by the Parties to each other in writing. A notice delivered by hand shall be deemed to have been received when delivered (or if
delivery is not between 9am and 5.30pm local time on a Business Day, then at 9am on the first Business Day following delivery).
A correctly addressed notice sent by pre-paid first-class post shall be deemed to have been received at the time at which it would
have been delivered in the normal course of post. A correctly addressed notice sent by courier shall be deemed to have been received
when the courier’s delivery receipt is signed. A notice sent by fax shall be deemed to have been received at the time of
transmission (as shown by the timed printout obtained by the sender).



 


		26.9	This Agreement shall be construed in accordance with and governed
by the laws of the State of New York without reference to conflict of laws principles. Without limiting the binding arbitration
provisions in Clause 19, the parties may make application to a State or Federal court located in New York, New York for
temporary restraining orders, preliminary injunctive relief, attachments or other equitable relief in aid of arbitration (which
applications shall not be subject to the arbitration provisions of Clause 19.2), such applications shall be solely and exclusively
adjudicated in a State or Federal court located in New York, New York and the Parties irrevocably consent to the personal jurisdiction
and venue of such court. 



 




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This Agreement has been entered
into on the date stated at the beginning of it.


 


	Signed by Derek L. G. Hill for and 	 
	on behalf of IXICO Technologies 	 
	Limited	 
	 	/s/ Derek L.G. Hill
	 	Director


 


	Signed by Eric T. Converse for and 	 
	on behalf of VirtualScopics, Inc	 
	 	Eric T. Converse
	 	Chief Executive Officer


 






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Annex 1         Heads of Terms


 


Attached the executed HOT as of the 6th
March.


 




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Annex 2         Software Licence and Support
Agreement


 




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Annex 3         Master Subcontract Agreement


 




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Annex 4         Scientific Advisory Agreement


 




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Schedule 1         Activities Post Execution
of the HOT


 


The Parties have been active in the following
ways post the execution of the HOT and up to the Effective Date.


 


Business Development:


 


		·	Spoken to or met face-to-face key customers and obtained their feedback regarding the IXICO VSCP
Alliance;






		·	Discussed appropriate Business Development processes for some key customers;






		·	Shared Customer information including historical business activities, key opportunities, contacts
and pricing;






		·	Plans in place for presenting and meeting with other Customers together.



 


Operational Delivery


 


		·	Visited each other’s main location of business operations.






		·	Shared practices and procedures for performing services to Customers






		·	Demonstrated our respective key systems that support provision of services to Customers.






		·	Identified some areas where practices and procedures could be standardised and where best practices
can be shared.



 


Quality and Audit


 


		·	Sharing information regarding our respective Quality Management Systems and certifications.






		·	Commencing systems audits of one another as per our respective SOPs.



 


Contractual Paperwork


 


		·	Developed contractual paperwork defining:






		o	the way the Alliance delivers on projects.






		o	the terms for licensing IXICO image data and query management technology






		o	the terms for Derek Hill being a member on the SAB as CNS lead.



 


Joint Office


 


		·	Identified a location for a joint office in Pennsylvania, USA as a site for operations including
project management and business development for the Parties.



 


Other


 


		·	(******)






		·	(******)



 





 



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


 




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Schedule 2         Business Development Guidelines


 


Unless otherwise agreed by the Parties
by email and as otherwise provided in Clause 2 of this Agreement, the Parties will collaborate to win business together as follows.
This will be reviewed quarterly and updated from time to time by mutual agreement of the Parties.


 


		(A)	The Parties will meet weekly, in person or by teleconference, to review Leads, Opportunities, and
Joint Projects, to discuss account strategies and review any Customer feedback.



 


		(B)	All Proposals submitted by either Party shall disclose the existence of the Alliance, typically
in the executive summary, as follows, subject to amendment from time to time by mutual agreement of the Parties:



 


IXICO and
VirtualScopics are two established science led Imaging CROs that have come together in a formal commercial alliance to deliver
world class imaging services to the pharmaceutical industry. Together they have extensive clinical trial experience and provide
global capabilities with offices in Rochester (New York), London (UK) and New Hope (Pennsylvania).


 


Together IXICO
and VirtualScopics are working with 13 of the top 15 pharmaceutical companies as well as many of the leading biotechnology and
medical device companies worldwide and have managed hundreds of imaging studies active over the past two years alone.


 


The alliance
operates under a joint belief that the key factors for successful execution of a study are:


 


		·	Providing a Project Team with the right operational and scientific skills, expertise and geographical
reach;



 


		·	Planning the study execution at the very start, identify the key risks and mitigate their occurrence;



 


		·	Tracking and reviewing project metrics to provide regular oversight of project progress and early
identification of issues;



 


		·	Performing internal audits on operational teams to ensure compliance with SOPs and best practices;



 


		·	Instilling a culture of openness, enthusiasm, standardisation and continuous improvement; and



 


		·	Being flexible to and anticipating customer needs.



 


		(C)	The Lead Party for all Customers will be determined as follows:



 


		(a)	major global pharmaceutical customers will have a pre-agreed Lead Party as identified in Table
1 below.



 


		(b)	for all other Customers, the Lead Party will be identified and agreed between the Parties by assessing
the following elements of each Customer which are listed in order of importance:



 




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		i.	historical relationship with the Customer;



 


		ii.	the alignment of the Customer’s pipeline with a Party’s therapeutic area expertise,
i.e. IXICO will lead on neuro and VSCP will lead Oncology;



 


		iii.	the geographical proximity of the Customer’s primary place of business with a Party’s
head office;



 


		iv.	any imbalance in the equitable division of the number of Customers managed by any one Party, factoring
in the relative size of each Party.



 


		(c)	If Customers merge, then the Parties will designate the Lead Party for the combined Customer entity
based on criteria list above in section C.



 


		(D)	The Lead Party will allocate an Account Manager, chosen from within its business development team,
who will be the primary point of contact for the Customer and is responsible for ensuring appropriate business development resource
is allocated to each Customer.



 


		(E)	The Account Manager will be responsible for:



 


		(a)	coordinating the submission of responses to RFP’s, RFI’s and other information to the
Customer from the Parties as detailed below in section (G);



 


		(b)	managing the communication between the Customer and the Parties with respect to Opportunities and
any Customer feedback;



 


		(c)	managing any governance structures between the Parties and the Customer;



 


		(d)	providing full disclosure of all business development activity with the Customer to both Parties,
unless disclosure is prohibited by any confidentiality obligations to the Customer or other third party; and



 


		(e)	be responsible for driving the proposal to award and contract execution.



 


		(F)	Lead Party and assigned Account Managers will be reviewed annually by the Heads of Business Development
for each Party, but for maintaining continuity of the Customer relationship the Parties do not anticipate needing to change the
Lead Party or the assigned Account Manager regularly.



 


		(G)	When proposing on new business:



 


		(a)	unless otherwise agreed above in section C, the Lead Party for responding to an RFP will be



 


		i.	the recipient of the RFP,



 


		ii.	if both Parties receive the RFP, the Lead Party should be dictated by the elements listed above
in section C.



 


		(b)	the Lead Party will fully disclose to both Parties all information received from the Customer within
1 Business Day of receiving the information, including but not limited to:



 


		i.	the scope of the opportunity



 


		ii.	the proposal currency



 


		iii.	any pre-specified payment terms



 


		(c)	The other Party must notify the Lead Party in writing (including via email) that it is committed,
subject to such Party's right to withdraw under Schedule 3(A), to proposing a solution that would involve the Services of both
Parties within 1 business day of receiving the RFP from the Lead Party.



 




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		(d)	the Lead Party will coordinate the submission of the Proposal.



 


		(e)	The RFP Lead is responsible for the preparation of the Proposal and budget. For RFPs in neuroscience
the RFP Lead will be IXICO, for RFPs in oncology and other therapeutic areas for Customers identified on Table 1 of Schedule 2,
the RFP Lead will be VSCP as specified in Schedule 2. The RFP Lead for Customers not listed in Table 1 on Schedule 2, the Lead
Party will be the RFP Lead unless otherwise agreed by the Parties.



 


		(f)	On all Joint Projects, the Proposal and budget will be finally reviewed by the Lead Party and approved
in writing (including via email) by both Parties prior to been submitted to the Customer. Subject to being notified in advance
of the submission deadline, both Parties should be able to respond to approval of a final submission at least 4 hours prior to
the submission deadline.



 


Table 1: Pre-specified Lead Parties and
RFP Leads for Global pharma/biotech Customers.





(******)


 





 



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


 




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Schedule
3         Principles of Contracting


 


		(A)	For Joint Projects the Lead Party will:



 


		(a)	fully disclose to the other Party all contractual information and documentation received from the
Customer prior to finalising and agreeing to any contract terms with the Customer, this is to allow that Party to agree to the
Customer’s terms (including payment terms) and provide any feedback;



 


		(b)	give the other Party a minimum of 3 Business Days to review and respond to the form of the Primary
Contract proposed by the Customer and to any other contractual information received from the Customer;



 


		(c)	Notwithstanding anything to the contrary contained in this Agreement, the other Party shall notify
the Lead Party within 5 Business Days if it is willing to move forward under the terms of the proposed Primary Contract (where
such response may include required points of negotiation with the Customer), or if it desires to withdraw from an Opportunity (in
which event the Lead Party shall be free to pursue such Opportunity on its own); unless otherwise agreed, after 5 Business Days
of no response from the other Party, the Lead Party may escalate to the Alliance Representative by written notice (including e-mail),
and after a further 1 Business Day of no response, the Lead Party may by written notice (including e-mail) to the other Party,
deem the other Party's failure to respond as a withdrawal and opting-out of the Opportunity and be free to pursue such Opportunity
on its own;



 


		(d)	subject to the other Party's consent or withdrawal as provided in (c) of this paragraph (A), execute
the Primary Contract with the Customer; and



 


		(e)	prepare and execute the Work Order with the other Party as per the Master Subcontract Agreement,
providing full transparency of the agreed budget with the Customer and the proposed line items, or percentage of individual line
items, that the other Party would take on.



 


		(B)	Both Parties will operate in the currency specified by the Customer in the contract.



 


		(C)	Both Parties agree that



neither
Party is obliged to commit to being a subcontractor;


 




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Schedule
4         Communication of Termination


 


The following text will be used as a basis
of communicating the termination of the Alliance and this Framework Agreement.


 


To all Customers and collaborators:


 


Dear XXXX


 


IXICO and VirtualScopics have
decided to end their Commercial Alliance. This will have no impact on any work that has been awarded to date and IXICO and VirtualScopics
will continue to work together to deliver all contracted or awarded work.


 


With effect from this date,
if you wish to procure Image Contract Research Services from either IXICO or VirtualScopics, please contact each party separately.
IXICO and VirtualScopics will independently provide their new Account Manager details to your procurement department.


 


In any public announcement:


 


IXICO and VirtualScopics have
decided to end their Commercial Alliance. Both parties will continue to work independently and no new business will be sort through
the Alliance.


 




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Schedule
5         Expected Announcements


 


The Parties plan to make the following
announcements:


 


		·	Signing of this Alliance Framework Agreement;



 


		·	Opening of a joint office in the New Jersey/Pennsylvania area of the USA;



 


		·	Completion of backend image data management integration and Licensing of TrialTracker to VSCP;



 


		·	Use of TrialTracker on 1st project by VSCP;



 


		·	1st jointly won business where IXICO and VSCP will be operationally integrated to co-deliver a
clinical trial;



 


		·	1st Preferred supplier status for the Alliance;



 


		·	(******); and



 


		·	(******).



 





 



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


 




    	IXICO VSCP Alliance Framework Agreement
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