Portions of this document have been redacted
pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation “*”.


 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 1 of 15


 


CONTRACT RESEARCH
AGREEMENT


 


This agreement “Agreement” is entered
into on February 28th, 2012 by and between:


 


Crucell Holland B.V., a private company
with limited liability, with offices located at Archimedesweg 4, 2333 CN Leiden, the Netherlands, (“Crucell”),


 


and


 


Enumeral Biomedical Corp., a company organized under the
laws of Delaware, U.S.A., with offices located at 1450 Broadway, 24th Floor, New York, NY, 10018, U.S.A. (“Contractor”);


 


Each of Crucell and Contractor hereinafter
individually referred to as “Party” and collectively as “Parties”;


 


Whereas:


 


		Ø	Crucell is engaged in the business of
researching, developing, manufacturing, testing, marketing and selling vaccines and proteins to combat infectious diseases;



		Ø	Crucell is the owner or licensee of certain
molecules, proteins and antibodies (“Materials”) and of associated information and know-how, including assays and intellectual
property rights thereto as further specified in Appendix I as attached to this Agreement;



		Ø	Contractor is an independent biotech company
providing a broad range of services for the research and development of products;



		Ø	Crucell wishes to hire Contractor, and
Contractor wishes to be hired by Crucell, to perform * screening services, antibody * services, and discovery of * services as
further specified in Appendix I as attached to this Agreement (“Research Project”);



		Ø	Crucell is willing to provide the Materials
and related Confidential Information to Contractor for such purposes;



		Ø	Crucell and Contractor recognize the need
to make suitable arrangements herein with respect to the use of the Materials and the use of the Results stemming from the Research
Project.



 


IT IS HEREBY AGREED as follows:


 


		1.	Statement of Work (SOW). The Research Project will be carried out in accordance with one or more specific detailed statements
of work that will be issued by Crucell, signed by both Parties and attached to this Agreement by written amendment in Appendix
1 (each a “Statement of Work” or “SOW”). Each SOW will also contain the financial terms and conditions,
including an invoicing schedule, for such SOW.



 




    	 



    	 



    

 


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Crucell Holland B.V. – Contractor


Page 2 of 15


 


		2.	Provision of Information and Materials. Crucell shall make arrangements to provide Contractor with information and Materials
as necessary and at its disposal for the performance of the SOW.



 


		3.	Quality Agreement. The SOW will be performed in accordance with the terms of any quality agreement agreed between Parties,
as may be updated from time to time.



 


		4.	Materials and Results. The Materials are proprietary to Crucell. During the term of this Agreement, Contractor agrees
to maintain control over the Materials and all the results of the Research Project, including any materials, data, know-how and
other information resulting from the Research Project (“Results”), and further agrees not to disclose, give access
to or transfer the Materials and Results to persons not under its supervision and who do not need to receive or have access to
the Materials and Results for the performance of the Research Project, without the prior written approval of Crucell. Results shall
promptly be reported to Crucell during the performance of each SOW. Furthermore, the Materials shall only be used within the laboratories
of Contractor and by its employees for the purpose of performing the SOW and the Materials shall not be modified, altered, changed
and/or reconstructed other than as described in the SOW.



 


		5.	Intellectual Property. All right, title and interest to any intellectual property rights
with respect to the Results will vest in Crucell. Contractor will respond to reasonable inquiries of Crucell regarding the status
of each SOW and any inventions and intellectual property rights arising therefrom. If during the course and performance of the
SOW, inventions are conceived or reduced to practice, Contractor agrees that all right, title and interest in and to all such inventions,
shall vest in Crucell. Contractor will disclose promptly any inventions or improvements made
or conceived by Contractor either alone or jointly with others, in the course of or as a result of the performance of the Research
Project. Contractor shall assign its entire right, title and interest in and to any and all such inventions and improvements to
Crucell and execute such documents as may be required to file applications and to obtain patents in the name of Crucell or its
nominees, in any countries, covering such inventions or improvements. For the avoidance of doubt, the rights to any intellectual
property rights with respect to Results as set forth herein shall not include the rights to any underlying background technology,
materials or information that is proprietary to Contractor. Except as expressly set forth otherwise herein, nothing in this Agreement
grants either Party rights or a license to any patent, copyright, trademark, or other intellectual property rights of the other
Party. For the avoidance of doubt, nothing in this agreement expressly or otherwise provides for a license to Enumeral's technology:
Platform for quantitative single cell functional profiling (“Enumeral Technology”), nor any inventions, discoveries
or improvements to Enumeral’s Technology, whether patentable or not, which if practiced would constitute an infringement
of any Enumeral patent or other intellectual property rights, that arise from Enumeral’s application of the Enumeral Technology
in performance of the work as described in the Statements of Work. For clarity, such improvements to Enumeral’s technology,
including, but not limited to, the use of microengraving technology to measure, within * materials, the * with potential utility
in determining the presence or absence of disease processes will be owned solely by Enumeral provided that such improvements do
not claim or require the use of Crucell’s Material.



 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 3 of 15


 


		6.	Deliverables. Deliverables from Contractor to Crucell shall be defined in each SOW and include all remaining Materials
and all Results. The invoicing schedule for each SOW will be based on these defined deliverables.



 


		7.	Compliance. Contractor shall use commercially reasonable efforts to perform each SOW within the term specified in the
respective SOW, and in accordance with the specifications, instructions, and guidelines in the SOW and this Agreement. The Parties
shall work together in good faith to ensure that each SOW clearly describes all methods, requirements, and obligations (other than
those set forth in this Agreement or a separate quality agreement). Contractor shall furthermore conduct its activities under this
Agreement in accordance with the highest ethical standards and best industry practices, including any voluntary codes of practice
applicable in the industry for the research, and all applicable laws and regulations, including the U.S. Foreign Corrupt Practices
Act. Contractor will comply with all applicable national and international laws, regulations and guidelines relating to protection
of the personal information of study subjects, including the European Commission Directive 95/46/EC as it relates to the protection
of the personal information, and the Standards for Privacy of Individually Identifiable Health Information (Privacy Rule) under
the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA).



 


		8.	Payment. In consideration of Contractor’s performance of all activities set out in each SOW, Crucell will pay
Contractor the respective amounts specified in each such SOW. Parties will agree on the specifications that the Deliverables have
to meet for the fees to become due and payable, and include these in the SOW. If the Deliverables do not meet these specifications,
Contractor shall, at Crucell’s request, re-perform the SOW (or such portions thereof as may be reasonably required to be
re-performed), at Contractor’s cost, until the Deliverables are met. Payments will be made by Crucell within sixty (60) days
after receipt of a pertinent invoice from Contractor.



 


		9.	Use of Names. Neither Party will use the name of the other Party in relation to this Agreement in any advertising or
other form of publicity without the prior written consent of the other Party.



 


		10.	Confidentiality. Contractor will keep all information, whether in oral or written (electronic or paper) form or in the
form of a physical object or material disclosed or otherwise received in connection with the Research Project (“Confidential
Information”), and all Materials, and any derivatives and modifications thereof, and Results (together with Confidential
Information, collectively “Information”) confidential and will not use such Information or give access or disclose
the same to anyone other than those of its direct employees who need to receive such for the execution of the Research Project.
Contractor will make sure that confidentiality of Information is assured by a written confidentiality agreement with such employees
(which may include an employment agreement), the obligations of which are not less stringent than the obligations in this Agreement.
The confidentiality obligations shall not apply to the extent that Contractor is required to disclose Information by order or regulation
of a governmental agency or court of competent jurisdiction provided that Contractor gives Crucell prior written notice of such
disclosure and takes reasonable actions to avoid such disclosure or to minimize its extent, and to secure the confidentiality of
such disclosure.



 




    	 



    	 



    

 


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Crucell Holland B.V. – Contractor


Page 4 of 15


 


			Information shall not be deemed Information, to the extent Contractor can demonstrate that:



 


		a.	the disclosed Information was at the time of such disclosure already in the public domain other than as a result of actions
of Contractor in violation hereof;



 


		b.	the disclosed Information was rightly known by Contractor (as shown by its written records) prior to the date of disclosure
by Crucell in connection with this Agreement, and was not acquired directly or indirectly from Crucell or from any other party
under an agreement of confidentiality to Crucell; or



 


		c.	the disclosed Information was received by Contractor (as shown by its written records) on an unrestricted basis from a source
unrelated to Crucell and not under a duty of confidentiality to Crucell.



 


		11.	Contractor’s R&W. Contractor represents and warrants that it has the experience, capability, and resources
necessary to perform the activities described in each SOW in a commercially reasonable manner and that it shall devote the necessary
personnel to perform the activities described in each SOW hereunder in a commercially reasonable manner.



 


		12.	No Crucell R&W’s. Contractor acknowledges that the Materials are experimental
in nature and are provided by Crucell for purposes of the Research Project only and “as is” with no warranties, express
or implied, including any warranty of merchantability, title, non-infringement or fitness for a particular purpose.



 


		13.	Liability and Indemnification.



 


		a.	Except for willful misconduct or gross negligence by Crucell, Crucell shall not be liable to Contractor
for any direct, consequential, incidental or indirect damages and/or loss arising from the use, handling or storage of the Materials
and the performance of the Research Project by Contractor, and Contractor shall hold Crucell harmless from, and indemnify Crucell
for, any such damage or claim relating thereto.



 


		b.	Except for willful misconduct or gross negligence by Contractor, Contractor shall not be liable
to Crucell for any direct, consequential, incidental or indirect damages and/or loss arising from the use of the Results by Crucell,
and Crucell shall hold Contractor harmless from, and indemnify Contractor for, any such damage or claim relating thereto.



 


		14.	Term and Termination.



 


		a.	This Agreement shall take effect on the date set out on the first page of this Agreement and will
terminate after the completion of the SOW’s under this Agreement.



 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 5 of 15


 


		b.	Crucell may terminate this Agreement (i) with immediate effect in the event of insolvency or bankruptcy
of Contractor or (ii) at any time with thirty (30) days prior written notice. In the event of early termination, Contractor shall
be paid for all services performed and related expenses incurred in accordance with this Agreement until the date of notice of
termination is given or, with Crucell’s written approval, until the date of termination.



 


		c.	Either Party may terminate this Agreement upon the other Party’s breach of this Agreement,
provided that the terminating Party has given the defaulting Party no less than thirty (30) days’ prior written notice of
such breach and the defaulting Party has not cured such default by the end of the notice period.



 


		d.	Upon completion of the activities under the Research Project by Contractor or upon termination
of this Agreement, Contractor shall return to Crucell, or, if approved by Crucell in writing, destroy, all Information received
from Crucell hereunder and any tangible Materials, including any derivatives or modifications thereof received from Crucell hereunder
or generated as a result of the SOW performed by Contractor hereunder. Contractor shall have the right to retain one copy of all
documents to determine ongoing obligations under this Agreement, which documents shall be kept securely and in strict confidentiality
and only for such purpose.



 


		e.	Unless expressly provided to the contrary, the following provisions shall survive any termination
of this Agreement: Articles 5, 9, 10, 12 through 17, 19, 20 and 21.



 


		f.	Termination in accordance with this Article shall not prejudice any other remedy that a Party might
have.



 


		15.	Notice and Reports. All notices required by this Agreement shall be in writing. All notices
and reports shall be sent by fax or e-mail followed by registered or certified airmail to the Parties at the following addresses
or such other addresses as may be designated in writing by the respective Parties:



 


	To Crucell:	Crucell Holland B.V.
	 	Archimedesweg 4
	 	2333 CN Leiden
	 	The Netherlands
	 	Attn. *
	 	FAX:  +31-71-5199800
	 	 
	 	With a copy to the Legal Department at same address.
	 	 
	To Contractor:	Enumeral Biomedical Corp.
	 	1450 Broadway, 24th Floor
	 	New York, NY 10018
	 	Attn. Derek Brand, Director of Business Development
	 	Email: Derek@enumeral.com 


 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 6 of 15


 


		16.	Relationship of the Parties. Contractor shall perform the Research Project as an independent
contractor and not as Crucell’s agent, representative or employee. Neither Party has any express or implied right or authority
to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any other contract,
agreement, or undertaking with any third party.



 


		17.	Assignability. Contractor’s duties and obligations assumed under this Agreement may
not be delegated to another party, and this Agreement may not be assigned or transferred (in whole or in part) by Contractor, without
the written consent of an authorized representative of Crucell. Crucell may assign this Agreement to any of its Affiliates or to
a purchaser of all or substantially all of Crucell’s assets relating to the subject matter of this Agreement. Crucell’s
Affiliate means with respect to this Agreement, any company, whether a corporation or other business entity, that is Controlling,
Controlled by or under common Control with Crucell; whereby “Control” means the direct or indirect ownership of more
than fifty percent (50%) of the equity interest in an entity, or the ability in fact to control the management decisions of such
entity. Crucell may assign this Agreement to an Affiliate, without the approval of Contractor.



 


		18.	Entire Agreement. This Agreement, including its Appendices, constitutes the entire agreement
of the Parties relating to the subject matter set out herein.



 


		19.	Amendment. This Agreement may not be changed, modified, amended, or supplemented except
by a written instrument duly signed by authorized representatives of both Parties hereto.



 


		20.	Choice of Law and Dispute Resolution. This Agreement shall be governed by and construed
under the laws of the Netherlands (without giving effect to the laws, rules or principles thereof regarding conflict of laws).
If any dispute arises out of or in connection with this Agreement, the Parties will themselves endeavor to settle such dispute
amicably. If the Parties fail to reach an amicable settlement of the dispute within a reasonable period of time, such dispute shall,
to the exclusion of all others, be referred to a competent federal court in New York, U.S.A., which court shall have exclusive
jurisdiction to settle any such disputes. The Parties agree that any judgment of a competent New York, U.S.A., court is enforceable
in any court having jurisdiction over the Parties.



 


		21.	Rules of Construction.



 


		a.	“Including”. The words “include”, “including” or “included”
are used to indicate that the matters listed are not a complete enumeration of all matters covered and should be read such as “including
but not limited to”.



		b.	Singular, Plural, Gender. Words denoting the singular, shall include the plural and vice
versa. Words denoting one gender shall include all others.



		c.	Severability. If any part of this Agreement shall be held invalid and/or unenforceable,
the remaining provisions of this Agreement shall nevertheless remain in full force and effect provided that such provisions will
permit the transaction contemplated herein to take place in substantially the same manner as originally contemplated by the Parties.



 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 7 of 15


 


		d.	Translations. This Agreement has been written and executed in the English language. Any
translation into any other language shall not be an official version of this Agreement. In the event of any conflict in interpretation
between the English version and such translation of this Agreement, the English version shall prevail.



		e.	Waiver. The waiver by either Party of a breach of any provisions contained herein shall
be in writing and shall in no way be construed as a waiver of any prior or succeeding breach of such provision or the waiver of
the provision itself. No delay or omission on the part of either Party to exercise or avail itself of any right or remedy that
it has or may have hereunder shall operate as a waiver of any right or remedy.



 


AGREED and signed by:


 


	Crucell Holland B.V.	Enumeral Biomedical Corp.
	 	 
	/s/ Bart van Zijll Langhout	/s/ Arthur Tinkelenberg
	Name: Bart van Zijll Langhout	Name: Arthur Tinkelenberg
	Function: Managing Director	Function: President and CEO
	Date: 10/5/2012	Date: 4/16/2012




 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 8 of 15


 


Appendix 1


 


STATEMENT OF WORK (SOW)


 


This Statement of Work (“SOW”) is made and entered into
as of March 29, 2012 (the “SOW Effective Date”) by and between Enumeral Biomedical Corp. (“Contractor”
or “Enumeral”) and Crucell Holland B.V. (“Crucell”).


 


This SOW is pursuant to, and incorporates the provisions of, the
Contract Research Agreement, dated February 28, 2012, by and between Contractor and Crucell (“Agreement”).


 


Under this SOW Parties agree as follows:


 


Research Project:


 


Background


 


Overview


 


This SOW includes two projects with direct applications to the development
of vaccines and therapeutics *.


 


			Project 1: Screening of *. Enumeral will identify * that react with * antibodies and display favorable aqueous solubility.



 


			Project 2: * analysis of * antibodies. Enumeral will screen samples from *, along with a control group to identify the
frequency and isotype of * (along with cell surface phenotype), and retrieve any cells producing antibodies *.



 


Timelines Project 1:


 


Project 1: * Screening (see pages
5-6)


			Phase 1: Assay development *



			Phase 2: Screen of Crucell *



 


Commercial conditions Project
1:


 


* Screening


 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 9 of 15


 


Total amount for the services performed under Phase 1, including
FTE costs, equipment access, and necessary supplies and reagents to complete the specified work. The employees involved will include
*.


 


Total Amount: * will be paid by Crucell as follows:


 


		·	* will be paid by Crucell after demonstration of the developed assay
and completion of screening program for one of the three delivered * (estimated *) and receipt of the related invoice by Crucell;



 


		·	* will be paid by Crucell after completion of screening of remaining
* (estimated *) and receipt of the related invoice by Crucell;



 


		·	* will be paid by Crucell after delivery of * (estimated *) and receipt
of the related invoice by Crucell.



 


All payments will be made by Crucell in accordance with the payment
schedule as set out above and within 60 (sixty) days after receipt of a pertinent invoice from Enumeral containing a specification
of the costs and a reference to Purchase Order number (to be supplied by Crucell after execution of this SOW).


 


As may be appropriate, development and commercial milestones
arising from future work requested by Crucell related to each of the aforementioned projects can be discussed at the conclusion
of the respective projects. Any additional services are subject to Article 19 of the Agreement.


 


Programs, Materials and requirements and Deliverables


 


The services includes specified reagents and materials developed
by Crucell (see Materials), along with specific technological expertise, materials, and instrumentation as provided by Enumeral.


 


Materials are defined as follows and will be provided by Crucell:


 


		·	Project 1: *-Screening: Crucell will provide * expressing * molecules,
along with appropriate * and * antibodies for binding analyses, including various un-tagged and tagged versions, per previous conversations
between Enumeral and Crucell and described in more detail below.



 


Enumeral Materials:


 


		·	Devices & standard-reagents; including microwell arrays, cover-slides,
commercially-available capture and detection antibodies, and other elements necessary to carry out the work described.



 


		·	Enumeral will acquire * and from * controls for the “Pilot Phase”
of the * program.



 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 10 of 15


 


Project Details:


 


Project 1:


 


Assay Development


 


Assay development will be carried out as the first step for both
programs; this will allow selection of the best reagents that will provide consistency across each program. Key factors include:


 


		·	Ensuring proper binding of captured * during the microengraving process;



 


		·	Selecting appropriate antibody reagents for either capture or detection
during the microengraving process and in-well cytometry.



 


Enumeral will discuss results for both the * and * assay development
processes with Crucell prior to initiating screening in either program. The decision to continue to the screening of * will be
made upon Crucell’s sole discretion. If Crucell decide not to continue the SOW shall be deemed to be terminated after completion
of the Assay Development under Project 1.


 


* Screening Program


 


Program Goal: To identify, * that (i) bind robustly to *
antibodies provided by Crucell and (ii) display favorable aqueous solubility. Enumeral’s technology will be utilized to identify,
from * Crucell *, soluble * that bind strongly to the provided * antibodies.


 


Crucell will supply *(or related *). In each case, * will be interrogated
using Enumeral’s Technology to simultaneously measure the binding of up to * different Crucell * antibodies against soluble
*microengraved from * assayed per well. Successful implementation of this screen would provide for the option to extend the SOW
to test *. Such decision to extend the SOW is upon Crucell’s sole discretion. Enumeral and Crucell will then jointly determine
conditions for selecting cells for retrieval. Cells will be retrieved during screening with Enumeral’s Technology and transferred
to 96 well plates. Cells will undergo RT-PCR and/or sequencing and the results will be provided to Crucell.


 


Deliverables


 


		·	Validated assay results presented to Crucell, which will demonstrate
the ability to identify soluble clones that bind strongly to * antibodies provided along with desired solubility. Both Parties
will decide on conditions for cell recovery during the second phase of testing (*).



 


		·	Frequency data and sequencing from recovered cells during screening
of * using the assay developed above (*).



 


Detailed Statement of Work: * Screening


 


Delivery of Materials:


 


		·	Crucell will provide Enumeral with *



 


		·	Crucell with also provide * antibody (and additional * antibodies
if desired) and * antibodies for the assay development phase.



 




    	 



    	 



    

 


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Crucell Holland B.V. – Contractor


Page 11 of 15


 


		·	Crucell will provide Enumeral with * to undergo screening using the
developed assay.



 


Establishing Capture and Detection Conditions


 


		·	Limits of detection will be established using *. Pair—wise testing
of all combinations of antibodies as capture and detection reagents will be performed (as appropriate) to determine limits of detection
and optimal assay conditions for the different reagents.



 


		·	Example: *.



 


		·	Serial microengraving from the same * will be performed to establish
base-line binding of each of the Crucell antibodies to the soluble *. These tests will be run on * channels in parallel, which
effectively tests whether the * antibodies compete for *.



 


		·	Enumeral and Crucell will establish criteria for selecting cells for
retrieval during * screening.



 


Screen of *


 


		·	Each of the * will undergo screening using the microengraving assay
developed.



 


		·	Each * will undergo sufficient screening to assess “saturation”
and detection of best * e.g. based on rank-ordering of amount of * and affinity of binding by up to * antibodies provided by Crucell,
including *.



 


		·	Enumeral will recover cells that fit a retrieval profile decided upon
by Crucell and Enumeral (above), and corresponding * will be recovered and sequenced.



 


Timelines Project 2;


 


Project 2: * Program (see pages 7-9)


Phase 1: Assay Development (*)


Phase 2: Frequency Analysis – *


Phase 3: Screening and analysis of *


 


Commercial conditions Project 2:


 


* Program


 


Phase 1: Research fees cover FTE costs, equipment access, and necessary
supplies and reagents to complete the specified work. The employees involved will include *. The higher costs of this phase reflect
a greater level of FTE involvement, which will principally be led by the Director on the program.


 


Total Amount: * will be paid by Crucell as follows


 


		·	Phase 1-2”: * after delivery of frequency data pertaining to
* and receipt of the related invoice by Crucell.



 




    	 



    	 



    

 


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Crucell Holland B.V. – Contractor


Page 12 of 15


 


In case Crucell has decided to continue to Phase 2 of
Project 2, the Total Amount for the work under Phase 2 will be paid by Crucell as follows:


 


		·	Phase 3: * upon delivery of data including *



 


Phase 2: the costs include all FTE costs and increased instrument
time in order to process a high number of samples. A Research Associate will be primarily associated with data collection, while
a Director will oversee program progress and data analysis. Costs for the Patient Phase can be adjusted if there are substantial
changes to the statement of work after delivery of the Pilot Phase milestone (Discussed in more detail on Page 9) and after the
prior written approval of Crucell.


 


All payments will be made by Crucell in accordance with the payment
schedule as set out above and within 60 (sixty) days after receipt of a pertinent invoice from Enumeral containing a specification
of the costs and a reference to Purchase Order number (to be supplied by Crucell after execution of this SOW).


 


As may be appropriate, development and commercial milestones
arising from future work requested by Crucell related to each of the aforementioned projects can be discussed at the conclusion
of the respective projects. Any additional services are subject to Article 19 of the Agreement.


 


Program, Materials and requirements and Deliverables


 


The services includes specific reagents and materials developed
by Crucell (see Materials), along with specific technological expertise, materials, and instrumentation as provided by Enumeral.


 


		·	*: If suitable reagents are not commercially-available, Crucell will
provide * and appropriate tags or secondary detection reagents that will be appropriate for Enumeral’s assay development
strategies. Crucell will provide * for the “Patient Phase”)(Phase 2) of the project, which entails measuring *.



 


Enumeral Materials:


 


		·	Devices & standard reagents; includes microwell assays, cover
slides, commercially-available capture and detection antibodies, and other elements necessary to carry out the work described.



 


		·	Enumeral will acquire * and from * controls for the “Pilot Phase”
of the * program.



 


Project Details:


 


Project 2:


 


Assay Development


 


Assay development will be carried out as the first step for Project
2; this will allow selection of the best reagents that will provide consistency across each program. Key factors include:


 


		·	Ensuring proper binding of captured * during the microengraving process;



 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 13 of 15


 


		·	Selecting appropriate antibody reagents for either capture or detection
during the microengraving process and in well cytometry.



 


Enumeral will discuss results for the * assay development
processes with Crucell prior to initiating screening in either program.


 


Phase 1: * Analysis & Discovery of * Antibodies


 


Program Goal:  To determine the * and to recover and sequence
antibodies that *. The program will include two phases:


 


* Analysis (“Pilot Phase”). Enumeral will obtain
* and controls. Samples will be screened using Enumeral’s technology to determine *.


 


* will be characterized with respect to antibody specificity to
the * described above as well as *. Cell surface markers will be assessed using in well cytometry to identify common * markers
based on *.


 


Pilot Phase Deliverables


 


		·	Phase I: Assay developed to demonstrate binding to *. Data
demonstrating binding to the provided * will be presented, along with data showing that the assay is feasible for measurements
on *



 


		·	Phase II: Assessment of *. Data identifying the frequency
of antibodies binding * as well as * will be presented from *



 


Assessment Point: Crucell and Enumeral will discuss
results of pilot phase in order to make any recommended changes in the scope of work for the “Patient Phase” of the
program. Any such decision to continue or to amend the Project shall be made by Crucell upon its discretion.


 


Identification and Recovery of * (“Patient Phase”).
* will be provided by Crucell and screened to identify cells secreting antibodies *. Cells of interest will be retrieved and
the * of each cell sequenced. * analysis will first be processed to enrich for * populations, either by Crucell or Enumeral as
appropriate. Information on * is provided in Appendix 1.


 


Patient Phase Deliverable


 


		·	Data identifying the * antibodies, along with conserved sequences
and other elements of the antibody repertoire analysis from * will be presented. Sequences from antibodies * will be provided.
*



 


Detailed statement of work: *


 


Delivery of Materials:


 


		·	Crucell will provide Enumeral with *, and additional reagents specific
to the detection of said antibodies as deemed appropriate by Enumeral and Crucell.



 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 14 of 15


 


		·	Crucell will provide Enumeral with * samples the final numbers and
respective inclusion criteria will be determined at the conclusion of the “Pilot Phase”. The current estimate is that
samples will comprise *.



 


Establishing Capture and Detection Conditions:


 


		·	* will be isolated from * (see Appendix 1 for details on *)



 


		·	Different activation conditions, including a comparison of “resting”
and activated will be compared to determine baseline and stimulated * events.



 


		·	Using * as a capture antibody, all * will be microengraved from *



 


		·	Cells will be arrayed in Enumeral devices the following analyses will
be performed to validate and characterize detection antibodies and cell surface marker reagents (including *:



 


		·	Detection of * antibodies will be performed using * antibodies
to validate best conditions for measuring baseline * events in the both resting and activated populations. This will allow characterization
of detection reagents and determination of appropriate sample sizes for screening patient samples.



 


		·	In well cytometry will be performed to determine cell surface
markers of highest interest. A specific set of markers will be chosen following correlation of * and cell population patterns (e.g.
* antibodies).



 


		·	Deliverable: Data demonstrating binding to provided * will
be presented, along with data showing that the assay is feasible for measurements on * samples, e.g. *.



 


Analysis of *:


 


		·	Enumeral will obtain * and controls *. Samples will be frozen and
stored appropriately. Samples will undergo enrichment as described above based on discussions between Enumeral and Crucell.



 


		·	Samples will be screened employing the assay conditions developed
above; screens will be performed under activated and unactivated (“resting”) conditions



 


		·	*. Cell surface markers will be enumerated to determine *.



 


		·	Cell retrieval conditions will be discussed between Crucell and Enumeral.
Cells secreting antibodies * will be retrieved using Enumeral’s specialized instrumentation and transferred to 96 well plates
for subsequent RT-PCR and sequencing.



 


		·	Deliverable: Data identifying the frequency of antibodies *
as well as * will be presented.



 


Assessment point: Results of the pilot phase will
be discussed to determine the appropriate structure for the Patient Phase and serve as a “go/no-go” decision point
for the program. Criteria for progressing to Patient Phase should include * antibodies. The decision to continue to the Patient
Phase will be made by Crucell upon its sole discretion. In case Crucell decided not to continue to the Patient Phase this SOW and
the Agreement shall be deemed to be terminated.


 




    	 



    	 



    

 


Agreement Contract Research


Crucell Holland B.V. – Contractor


Page 15 of 15


 


Phase 3: “Patient Phase: Screening of patient
samples Analysis of *


 


		·	Samples provided by Crucell will be processed and screened employing
assay conditions as above or modified per discussions at the conclusion of pilot phase.



 


		·	*. As above, cell surface markers will be enumerated to determine
marker dependent subsets that are also * antibody secreting cells.



 


		·	Cells secreting antibodies * will be retrieved using Enumeral’s
specialized instrumentation and transferred to 96 well plates for RT-PCR and sequencing. Retrieval criteria will be as above or
modified per discussions after Pilot Phase.



 


		·	Deliverable: Data identifying * will be provided.



 


Agreed and signed by:


 


	Crucell Holland B.V.	Enumeral Biomedical Corp.
	/s/ Bart van Zijll Langhout	/s/ Arthur Tinkelenberg
	Name: Bart van Zijll Langhout	Name: Arthur Tinkelenberg
	Function: Managing Director	Function: President and CEO
	Date: 11-05-2012	Date: 4/16/2012