RepliCel Life Sciences Inc.: Exhibit 4.6 - Filed by newsfilecorp.com





EXECUTION VERSION 

*Denotes certain parts that have not been disclosed and have
been filed separately with the Secretary, Securities and Exchange Commission,
and is subject to a confidential treatment request pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended. 

COLLABORATION AND TECHNOLOGY TRANSFER AGREEMENT 

     This Collaboration and Technology
Transfer Agreement (this “Agreement”), dated as of July 9, 20l3 (the
“Effective Date”), is entered into by Shiseido Co., Ltd., having an
address of 7-5-5 Ginza, Chuo-ku, Tokyo, Japan (together with its Affiliates,
hereinafter referred to as “Shiseido”) and RepliCel Life Sciences Inc., a
British Columbia corporation having an address of 2020 - 401 West Georgia
Street, Vancouver, BC, Canada V6B 5Al (together with its Affiliates, hereinafter
referred to as “RepliCel”). RepliCel and Shiseido are individually
referred to in this Agreement as a “Party” and collectively as
“Parties”. 

RECITALS 

     WHEREAS, RepliCel specializes in
autologous cell therapy technologies based on its core understanding of the
unique biological function of hair follicle cells; 

     WHEREAS, Shiseido is global
leader in cosmetics and is a multi-brand company which operates its businesses
throughout the world including Europe, United States and Asia, and has strength
in its R&D activity including skin biology and hair biology research for
decades; 

     WHEREAS, RepliCel and Shiseido
have been engaged in highly productive discussions related to the Parties’
mutual desire to collaborate on the advancement and implementation of RepliCel’s
core technologies relating to cell-based hair loss and hair growth treatments;


     WHEREAS, the Parties recognize
each other’s existing strengths and potential synergies between them, and
believe that their cooperation regarding the advancement and implementation of
cell-based hair loss and hair growth treatments will substantially benefit each
of the Parties and will further the potential areas for future collaboration and
cooperation among the Parties; and 

     WHEREAS, the Parties entered into
a Collaboration and Technology Transfer Framework Agreement on May 16, 2013 (the
“Framework Agreement”), and now wish to set forth a definitive Agreement
for their collaboration and for the transfer of technology by RepliCel to
Shiseido in support thereof. 

     NOW, THEREFORE, the Parties
hereby agree to the following: 

AGREEMENT 

Article 1 
Definitions 

     For purposes of this Agreement,
the following capitalized terms used in this Agreement, whether used in the singular or plural, shall have the following
meanings: 




EXECUTION VERSION 

     1.1
“Affiliate” means a related entity which is controlled and owned
(greater than 50% ownership) by a Party to this Agreement. For the purpose of
this Agreement, TrichoScience is deemed an Affiliate of RepliCel; 

     1.2 “ASEAN
Countries” means Brunei Darussalam, Cambodia, Indonesia, Laos, Malaysia,
Myanmar, Philippines, Singapore, Thailand and Vietnam; 

     1.3 “Change of
Control” means, in respect of any Party (excluding their respective
Affiliates), (1) the acquisition by any third party of a beneficial ownership
interest in more than fifty per cent (50%) of the issued and outstanding shares
of such Party’s voting securities, (2) a merger, acquisition, consolidation,
reorganization, regrouping or sale of all or substantially all of such Party’s
assets to a third party unless, following such transaction, the owners of such
Party immediately prior to such transaction continue to own beneficially more
than fifty per cent (50%) of the issued and outstanding shares of such Party’s
voting securities, or (3) a liquidation or dissolution of such Party. 

     1.4
“Collaboration Product” means the cell-based technologies using
dermal sheath cup cells to treat hair loss and promote hair growth developed and
based upon the Transfer Technology, including any Improvements. For sake of
clarity, Collaboration Product includes RCH-01 and any Improvements; 

     1.5
“Confidential Information” means all information furnished by one
Party (the “Discloser”) to the other Party (the “Recipient”) and
designated at the time of disclosure as “Confidential”, “Proprietary” or some
similar designation in tangible or intangible form and made available by or on
behalf of the Discloser to the Recipient in connection with or pursuant to this
Agreement. Orally communicated information will be Confidential Information if
it is reduced to writing as being Confidential Information within thirty (30)
business days after the initial disclosure. Confidential Information does not
include any information that was publicly known or becomes publicly known (other
than via action or inaction of the), is already in the possession of the
Recipient prior to its receipt, is obtained by the Recipient from a third party
not subject to any confidentiality obligations, or is independently developed by
the Recipient. Notwithstanding the foregoing, the terms and conditions of this
Agreement shall be regarded and treated as Confidential Information; 

     1.6 “Core
Intellectual Property Rights” means the Shiseido Core Intellectual Property
Rights and RepliCel Core Intellectual Property Right; 

     1.7 “Field”
means the Shiseido Field and the RepliCel Field; 

     1.8
“Improvement” means any and all enhancement, addition, modification
or upgrade to the Transfer Technology, RepliCel Core Intellectual Property
Rights, and/or Shiseido Core Intellectual Property Rights which utilize,
incorporate, derive from, or are based on the Transfer Technology; 

     1.9 “New Patent
Rights” means any and all new Patents filed after the Effective Date, which
covers any part of Improvement. For avoidance of doubt, New Patent Rights shall
not include Shiseido Core Patent Rights and RepliCel Core Patent Rights;




EXECUTION VERSION 

     1.10
“Non-Assertion Patents” means the non-published Shiseido Core Patent
Rights which Shiseido owned or acquired the right to grant licenses prior to the
Effective Date, whether by initial title, assignment, succession or any other
acquisition; 

     1.11
“Patents” means all patents and patent applications, including any
continuations, divisionals, provisionals or any substitute applications, any
patent issued with respect to any such patent applications, any reissue,
reexamination, renewal or extension (including any supplemental patent
certificate) of any such patent, and any confirmation patent or registration
patent or patent of addition based on any such patent, and all foreign
counterparts of any of the foregoing; 

     1.12 “Shiseido
Core Intellectual Property Rights” means the Shiseido Core Patent Rights and
the Shiseido Know-How; 

     1.13 “Shiseido
Core Patent Rights” means the currently existing Patents of Shiseido as of
the Effective Date, relating to cell-based technologies to treat hair loss and
promote hair growth, including but not limited to the patents as set forth in
Exhibit F; 

     1.14 “Shiseido
Field” means the use, manufacture or having manufactured, sale, offer for
sale, import and export of the Collaboration Products; 

     1.15 “Shiseido
Know-How” means all information, trade secrets, materials and formulations
that are owned or controlled by Shiseido as of the Effective Date relating to
cell-based technologies to treat hair loss and promote hair growth; 

     1.16 “Shiseido
Territory” means Japan, China (including Hong Kong and Macau), South Korea,
Taiwan and the ASEAN Countries; 

     1.17
“RCH-01” has the meaning set forth in Exhibit A; 

     1.18 “RepliCel
Core Intellectual Property Rights” means the RepliCel Core Patent Rights and
the RepliCel Know-How; 

     1.19 “RepliCel
Core Patent Rights” means the currently existing Patents of RepliCel as of
the Effective Date, relating to cell-based technologies to treat hair loss and
promote hair growth, including but not limited to the patents as set forth in
Exhibit E; 

     1.20 “RepliCel
Field” means any use, manufacture or having manufactured, sale, offer for
sale, import and export of the Collaboration Products outside of the Shiseido
Territory; 

     1.21 “RepliCel
Know-How” means all information, trade secrets, materials and formulations
of RepliCel as of the Effective Date relating to cell-based technologies to
treat hair loss and promote hair growth, including but not limited to the
information set forth in Exhibits A, B and C; 

     1.22 “RepliCel
Territory” means all countries and territories outside the Shiseido
Territory; 

     1.23 “Technology
Transfer” had the meaning set forth in Section 2.1; 

     1.24
“Territory” means the Shiseido Territory and RepliCel Territory; 




EXECUTION VERSION 

     1.25 “Transfer
Technology” means RepliCel’s technologies to treat hair loss and promote
hair growth with cell-based technology referred to by the Parties as RCH-01, and
includes the RepliCel Core Intellectual Property Rights and any Confidential
Information provided by RepliCel to Shiseido. For the sake of clarity, any and
all enhancement, addition, modification or upgrade to RCH-01, which RepliCel
will produce not jointly with Shiseido, shall be a part of Transfer Technology;
and 

     1.26
“TrichoScience” means TrichoScience Innovation, Inc.

Article 2 
Transfer of Technology and
Collaboration 

     2.1 Technology
Transfer. RepliCel will transfer to Shiseido the Transfer Technology for use
in the Shiseido Field within the Shiseido Territory (the “Technology
Transfer”) as further set forth herein. 

          2.1.1
Unless otherwise agreed to in writing by the Parties, RepliCel will use
commercially reasonable efforts to transfer RepliCel Know-How listed in
Exhibit B as Pre-Clinical Data and Clinical Protocol Documentation to
Shiseido within the proposed timeline as set forth in Exhibit C. 

          2.1.2
For avoidance of doubt, it is the mutual intent of the Parties that, by the end
of the training plan detailed in Exhibit C, both Parties will verify and
confirm that Shiseido’s scientists who have attended the training will have been
trained and would be competent to prepare the cell-based products as taught in
Vancouver and Innsbruck.

          2.1.3
Further, after completion of the training plan in accordance with Exhibit
C, upon reasonable request by Shiseido, RepliCel will provide further
assistance and information to enable Shiseido to use the Transfer Technology in
Japan for development of Collaboration Product to the extent practicably
possible.

          2.1.4
The Parties may, upon mutual written agreement, amend Exhibits B and C in
order to comply with internal operations and travel schedules from time to time.
Notwithstanding the foregoing, Exhibits B and/or C shall not be amended
if such amendment will prevent Shiseido from receiving the RepliCel Know. 

     2.2
Collaboration.

          2.2.1
Following the Technology Transfer, the Parties shall collaborate with each other
to develop the Collaboration Product jointly based on the Transfer Technology
(“Joint Development”). For the purpose of this Section 2.2, collaboration
shall include, amongst other things, disclosure and discussion of future
clinical trials information and related documentation in relation to
Collaboration Products. 

          2.2.2
Each Party shall be responsible for its own costs and expenses to conduct the
Joint Development unless otherwise determined by JSC (hereinafter defined).

     2.3 Joint Steering
Committee.




EXECUTION VERSION 

          2.3.1
Promptly after the Effective Date, the Parties will establish a Joint Steering
Committee (“JSC”) to oversee progress towards and to ensure the
Technology Transfer and Joint Development through Technology Transfer, Clinical
and Regulatory, and Research and Development Collaboration subcommittees (each a
“Subcommittee”, collectively, “Subcommittees”).

          2.3.2
The JSC and/or the relevant Subcommittee, as appropriate, will determine the
appropriate activities to be undertaken by the Parties, along with a budget for
such activities. Decisions by the JSC and the Subcommittees will be made by
unanimous written consent with each Party having one vote. Disagreements between
the Parties in decision making of the JSC or any Subcommittee will be resolved
via good faith discussions between the Parties. 

          2.3.3
The Parties will each appoint members to the JSC and the Subcommittees. The
initial JSC and the Subcommittees will be comprised of the individuals as set
forth in Exhibit D, which may be revised by a written notice of either
Party to the other Party. 

          2.3.4
The JSC will oversee and Shiseido will use commercially reasonable efforts to
(i) select and establish a CPC facility, (ii) develop the Collaboration Product,
(iii) seek, obtain, maintain regulatory approval of Collaboration Products in
the Shiseido Field in the Shiseido Territory, and (iv) commercialize the
Collaboration Product in the Shiseido Field and Shiseido Territory.

          2.3.5
The JSC shall meet at least twice a year (“Regular Meeting”) (for
example, on May and on November) unless otherwise agreed to by the Parties. At
the Regular Meeting, each Party shall make a report on the status of the Joint
Development, and creation of any Improvements and New Patent Rights.

     2.4
Manufacturing and Supply of Collaboration Product in the Shiseido
Territory. The Parties understand that: 

          2.4.1
The Parties acknowledge that Shiseido has manufacturing expertise that may be
leveraged in order to manufacture the Collaboration Product. Shiseido will use
commercially reasonable efforts to manufacture and supply biomaterial for
pre-clinical research and development and for the clinical trials at Shiseido’s
sole cost. 

          2.4.2
Shiseido will use, at its own cost and under its control, commercially
reasonably efforts to manufacture, formulating, package, label, and final
release of Collaboration Product for clinical trial and commercial purposes, in
the Shiseido Field, in the Shiseido Territory. 

Article 3 
Rights of Use and Licenses


     3.1 Subject to the
terms and conditions of this Agreement, RepliCel grants to Shiseido an exclusive
license with a right to sublicense, under the RepliCel Core Intellectual
Property Rights to use, manufacture, have manufactured, sell, offer for sale,
import or export the Transfer Technology and the Collaboration Product, in the
Shiseido Field, in the Shiseido Territory.

     3.2 Subject to the
terms and conditions of this Agreement, Shiseido agrees to grant to RepliCel
under commercially reasonable terms to be agreed in writing by the Parties from
time to time, an exclusive license with a right to sublicense, under the
Shiseido Core Intellectual Property Rights to use, manufacture, or have
manufactured, sell, offer for sale, import or export of the Collaboration
Product, in the RepliCel Field, in the RepliCel Territory. 




EXECUTION VERSION 

     3.3 Notwithstanding
the above, a Party may only grant a sublicense as set forth above if: 

          3.3.1
The other Party is first notified in writing in advance of the sublicensing
Party’s granting of any sublicense under the other Party’s Core Intellectual
Property Rights; 

          3.3.2
A sublicensee under the other Party’s Core Intellectual Property Rights
(“Sublicensee”) is bound in writing to (i) the scope of the license being
equal to or less than the scope granted to the sublicensing Party by the other
Party; and (ii) the confidentiality obligations of this Agreement; 

          3.3.3
The sublicensing Party guarantees the performance by the Sublicensee under the
sublicense; 

          3.3.4
Any Improvements made by the Sublicensee will be cross-licensed to the other
Party as set forth in Section 3.4 below; and 

          3.3.5
Any additional sublicense consideration received by Shiseido in cash or cash
equivalent (excluding milestone and royalty payments as set forth in Article 4),
if any, thereunder shall be shared equally with RepliCel; provided however, in
the event Shiseido seeks to grant a sublicense to a CPC facility in connection
with the potential manufacturing, development and commercialization of
Collaboration Product, Shiseido will promptly notify RepliCel and both Parties
will negotiate prior to Shiseido’s grant of the sublicense in good faith the
terms of the consideration which Shiseido will receive from such sublicensee and
will pay RepliCel. 

     3.4 Each Party will
grant to the other Party a royalty-free cross-license for any New Patent Rights
and Improvements created by the Party and/or its Sublicensees, in the licensee
Party’s respective Field and Territory.

Article 4
Milestone and Royalty Payments 

     4.1 Milestone
and Royalty Payments. The Parties agree that milestone and royalty payments
will be made by Shiseido to RepliCel as consideration for the Technology
Transfer and grant of the licenses by RepliCel to Shiseido under this Agreement,
based on the schedule outlined below: 

          4.1.1
An initial payment of four hundred million yen (¥400,000,000) within thirty (30)
days following the Effective Date; 

          4.1.2
***, within ninety (90) days following the closing of Shiseido’s fiscal quarter
during which Shiseido *** 

          4.1.3
***, within ninety (90) days following the closing of Shiseido’s fiscal quarter
during which Shiseido ***;




EXECUTION VERSION 

          4.1.4
***, within ninety (90) days following the closing of Shiseido’s fiscal quarter
during which Shiseido ***; and 

          4.1.5
Within ninety (90) days following the closing of Shiseido’s fiscal year, a
royalty of *** (which shall be calculated in accordance with Exhibit G)
from the sale of the Collaboration Product in the fiscal year within each
country of the Shiseido Territory. The royalty will be payable for a period of
ten (10) years following the first commercial launch of the Collaboration
Product in each country within the Shiseido Territory. 

     4.2 For the purpose
of this Article 4, any and all revenue from net sales or gross profits, as
applicable, received by a Sublicensee pursuant to this Agreement shall be
considered and included within Shiseido’s net sales or gross profits, as
applicable as set forth herein. For avoidance of doubt, the net sales and gross
profits of Shiseido do not include the sublicense fee paid by the Sublicensee to
Shiseido pursuant to Section 3.3.5. 

     4.3
Payments. Any and all payments under this Agreement shall be made in
Japanese Yen by way of wire transfer to the account of RepliCel designated by
RepliCel in writing. All payments to be made by Shiseido to RepliCel under this
Agreement shall be net without any reduction, except to the extent Shiseido is
required to withhold any tax on the payment of the compensation under the
Japanese tax laws. Shiseido shall be entitled to deduct relevant tax and shall
make remittance of the payment to RepliCel after deducting such withholding tax.
Upon written request from a Party, the Parties shall cooperate and promptly take
any and all necessary procedures to enjoy any tax relief available under any
applicable tax treaty for any withholding tax under the party’s tax laws.

     4.4 Interest
Due. In case of any delay in payment by Shiseido to RepliCel or its designee
not occasioned by Force Majeure (as set forth in Section 9.1), interest on the
overdue payment shall accrue at an annual interest rate equal to the lesser of:
(a) the prime rate as reported in the Money Rates set forth in The Wall
Street Journal, plus three (3) percentage points, as determined for each
month on the last Business Day of the previous month, or (b) the maximum amount
permitted by law, in either instance assessed from the date that payment was
initially due. The foregoing interest shall be due from Shiseido without any
special notice, and shall be in addition to any other remedies that RepliCel may
have pursuant to this Agreement. 

     4.5 Reporting and
Audit.

          4.5.1
Record Maintenance and Retention. Shiseido shall maintain complete and
accurate books and records relating to any amounts payable to RepliCel under
this Agreement, which books and records shall contain sufficient information to
permit RepliCel to determine the accuracy of any reports delivered by Shiseido
to RepliCel. Shiseido shall retain such books and records for at least two (2)
years following the reporting period to which they pertain. 

          4.5.2
Audit of Records. Within twelve (12) months after any calendar year and
upon thirty (30) days prior written notice to Shiseido, RepliCel, through a
reputable independent certified public accounting firm, mutually agreed by the
Parties, shall have the right (at the expense of RepliCel) to audit such books
and records no more than once per calendar year during normal business hours for
the sole purpose of verifying reports and payments made under this Agreement.
Shiseido shall provide the independent certified public accounting firm any
requested information as is necessary to conduct such audit. Within thirty (30) days from the date that RepliCel
receives a final written report of the audit conducted by the independent
certified public accounting firm, but in no event later than the date upon which
RepliCel requests remittance of any underpayment under Section 4.5.3, RepliCel
shall provide to Shiseido a copy of such report. 




EXECUTION VERSION 

          4.5.3
Effects of Underpayment. If the independent certified public accounting
firm makes a determination of underpayment by Shiseido, Shiseido shall remit to
RepliCel, within thirty (30) days of receiving notice from RepliCel, any
underreported percentage of net sales amounts or other amounts due to RepliCel,
together with interest from the original due date for payment, as provided in
Section 4.4. If Shiseido contests such determination of underpayment, it may
withhold only the disputed portion of the underreported percentage of net sales
amount due to RepliCel. Additionally, if an audit under Section 4.5.2 has
revealed an uncontested underreporting or underpayment in excess of seven and a
half percent (7.5%) of the total amount due to RepliCel pursuant to Section 4.1
for the calendar year under audit, then Shiseido shall pay to RepliCel within
such thirty (30) day period the cost of such audit attributable to the
independent certified public accounting firm. If a contested amount is
ultimately determined to be due to RepliCel, Shiseido shall pay to RepliCel such
contested amount due to RepliCel, together with interest from the original due
date of any such contested amount due to RepliCel, promptly following resolution
of any such dispute. In addition, if such contested amount due to RepliCel
combined with the uncontested amount due is an aggregate underpayment in excess
of seven and a half percent (7.5%) of the total amount due to RepliCel under
Section 4.1 for the calendar year under audit, Shiseido shall bear the cost of
such audit attributable to the independent certified public accounting firm,
plus interest from the date of Shiseido’s receipt of an invoice from RepliCel
setting forth the cost of the audit.

          4.5.4
Effects of Overpayment. If the independent certified public accounting
firm makes a determination of overpayment by Shiseido, RepliCel shall remit to
Shiseido any overpaid amounts, within thirty (30) days of receiving written
notice from Shiseido of such overpayment. In such instance, RepliCel shall not
be required to pay interest to Shiseido on any overpayment received by RepliCel
from Shiseido. If RepliCel contests such determination of overpayment, it may
withhold only the disputed portion of the overpaid percentage of gross sales
amount owed to Shiseido. If contested amounts are ultimately determined to be
due to Shiseido, RepliCel shall pay to Shiseido such contested amounts due to
Shiseido, together with interest from the date which is thirty (30) days after
RepliCel received such written notice from Shiseido of such overpayment,
promptly following resolution of any such dispute. 

Article 5
Intellectual Property Rights 

     5.1 Core
Intellectual Property Rights. Each of RepliCel and Shiseido will continue to
own all right, title and interest to their respective Core Intellectual Property
Rights. Each Party will be responsible for and have control over the filing,
prosecution, maintenance, defense and enforcement of any trade secrets, Patents
that it owns or controls. Notwithstanding the foregoing, RepliCel shall refrain
from letting all issued RepliCel Core Patents Rights expire. 




EXECUTION VERSION 

     5.2 New Patent Rights and
Improvements.

          5.2.1
When an Improvement is created under this Agreement, the Parties shall notify
each other pursuant to Section 2.3.5. 

          5.2.2
Each of RepliCel and Shiseido will own any and all New Patent Rights and
Improvements created solely by its employees.

          5.2.3
The Parties will own jointly any and all New Patent Rights and Improvements
jointly created by employees of the Parties 

          5.2.4
If either Party proposed to enter into any research and/or development
arrangement for a Collaboration Product with a university, university professor,
or a contract research organization or individual contractors who is not an
employee of such Party, such Party will first present the arrangement to, and
determine with, JSC on case by case basis, the appropriate treatment with
respect to the ownership of any New Patent Rights and Improvements created
and/or developed thereunder.

          5.2.5
To the extent any such New Patent Rights or Improvements will be jointly owned
by the Parties, (i) the Parties agree to jointly oversee and share equally the
costs, and cooperate as necessary for filing, prosecution, maintenance, defense
and enforcement of any such New Patent Rights and Improvements and (ii) the
Parties are prohibited to file a joint patent application of New Patent Right or
Improvement under only one Party’s name, or under both Parties name, without
consent from the other Party.

          5.2.6
In the event that RepliCel or Shiseido does not intend to bear the costs
relating to seeking Patent protection for jointly owned Improvement, such Party
shall waive its share of ownership of the New Patent Rights originated from such
jointly owned Improvements. Notwithstanding the forgoing, a waiver by RepliCel
will be deemed waiver only in respect of a specific Shiseido Territory unless as
otherwise expressly waived in writing by RepliCel, and a waiver by Shiseido will
be deemed waiver only in respect of a specific RepliCel Territory unless
otherwise expressly waived in writing by Shiseido. 

          5.2.7
In respect of any Improvements solely developed and owned by RepliCel, if
RepliCel expressly confirms its intention not to seek protection with the
relevant local intellectual property registration office in Shiseido Territory,
RepliCel may assign to Shiseido the right such Improvement and to file for
protection in the Shiseido Territory, the details and terms of such assignment
to be determined by JSC on case by case basis. 

     5.3
Cooperation.

          5.3.1
The Parties will further agree to cooperate as necessary with respect to
intellectual property rights, including for example, the filing, prosecution,
maintenance, patent term extension of all Patents, with respect to the
Collaboration Product. In addition, the Parties will agree that the activities
undertaken as the Joint Development will constitute a joint research agreement
between RepliCel and Shiseido as defined in the U.S. Create Act of 2004. 

          5.3.2
In the event any of the Shiseido Core Patent Rights overlap in whole or in part
with any RepliCel Know-How, the Parties will discuss in good faith through JSC
to determine how to mitigate public disclosure of such RepliCel Know-How, or withdraw the
Shiseido Core Patent Rights from registration and/or application, if deemed
necessary by the JSC. 




EXECUTION VERSION 

     5.4 Infringement
Claims Against Third Parties. Each Party shall promptly inform the other
Party in writing of any suspected infringement that may arise under either
Party’s intellectual property rights with respect to the Transfer Technology
and/or Collaboration Product. 

          5.4.1
RepliCel grants to Shiseido “senyou jisshiken”, that is, the right, at
its own cost, to bring an infringement action against any third party that
infringes the RepliCel Core Intellectual Property Rights or New Patent Rights of
RepliCel in the Shiseido Field in the Shiseido Territory. RepliCel shall provide
the cooperation requested by Shiseido to the extent the cooperation is necessary
for Shiseido’s enforcement activities. RepliCel will have the right to join, at
its own cost, in any such action. 

          5.4.2
Shiseido hereby grants to RepliCel “senyou jisshiken”, that is, the
right, at its own cost, to bring an infringement action against any third party
that infringes the Shiseido Core Intellectual Property Rights (to the extent
licensed to RepliCel) or New Patent Rights of Shiseido in the RepliCel Field in
the RepliCel Territory. Shiseido shall provide cooperation requested by RepliCel
to the extent the cooperation is necessary for RepliCel’s enforcement
activities. Shiseido will have the right to join, at its own cost, in any such
action.

     5.5
Non-Assertion. Shiseido acknowledges and covenants not to sue
RepliCel, its officers, directors, employees, its clients or its business
partners for any claims of patent infringement of any Non-Assertion Patents
and/or assert Non-Assertion Patents against RepliCel for using RepliCel Know-How
throughout the world; provided RepliCel can evidence in writing existence of
such RepliCel Know-How prior to filing by Shiseido of that Non-Assertion Patent
allegedly infringed. In the event that there are any disagreements as to whether
such RepliCel Know-How existed prior to such filing date or infringes such an
alleged Non-Assertion Patent, the issue will be resolved by JSC in good faith.


Article 6 
Representations, Warranties and
Indemnification 

     6.1
Representations and Warranties of RepliCel. 

          6.1.1
RepliCel (excluding its Affiliates) represents and warrants that: 

          6.1.1.1
RepliCel, including its Affiliates, is the owner of all rights and titles in the
Transfer Technology; 

          6.1.1.2
this Agreement has been duly executed and delivered by it and constitutes a
valid and binding obligation enforceable against it in accordance with its
terms, except as enforceability shall be limited by laws at RepliCel’s
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors’ rights generally; 

          6.1.1.3
the execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of RepliCel, its officers and
directors and does not conflict with any agreement, instrument or understanding,
oral or written, to which RepliCel is a party or by which it may be bound, and,
to the best of its knowledge, does not violate any material law or regulation of
any court, governmental body or administrative or other agency having authority
over it; 




EXECUTION VERSION 

          6.1.1.4
RepliCel has full power and authority to perform the obligations set forth
herein, and that RepliCel (excluding its Affiliates) and TrichoScience are not
subject to any other agreement, order, decree or injunction by a court of
competent jurisdiction which may prevent or materially delay the consummation of
the transactions contemplated by this Agreement; and 

          6.1.1.5
RepliCel (excluding its Affiliates) and TrichoScience are duly organized,
validly existing and in good standing under the laws of the jurisdiction where
they are organized, respectively. 

          6.1.2
RepliCel (excluding its Affiliates) covenants that, during the term of this
Agreement, it and TrichoScience, will not knowingly enter into any agreements,
oral or written, that would in any way impair its ability to fulfill its
obligations under this Agreement.

     6.2 Representations and
Warranties of Shiseido. 

          6.2.1
Shiseido (excluding its Affiliates) represents and warrants that: 

          6.2.1.1
this Agreement has been duly executed and delivered by it and constitutes a
valid and binding obligation enforceable against it in accordance with its
terms, except as enforceability shall be limited by laws at Shiseido’s
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors’ rights generally; 

          6.2.1.2
the execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of Shiseido, its officers and
directors and does not conflict with any agreement, instrument or understanding,
oral or written, to which Shiseido is a party or by which it may be bound, and,
to the best of its knowledge, does not violate any material law or regulation of
any court, governmental body or administrative or other agency having authority
over it; 

          6.2.1.3
Shiseido has full power and authority to perform the obligations set forth
herein, and that Shiseido (excluding its Affiliates) is not subject to any other
agreement, order, decree or injunction by a court of competent jurisdiction
which may prevent or materially delay the consummation of the transactions
contemplated by this Agreement; and 

          6.2.1.4
Shiseido (excluding its Affiliates) is duly organized, validly existing and in
good standing under the laws of Japan. 

          6.2.2
Shiseido (excluding its Affiliates) covenants that, during the term of this
Agreement, it will not knowingly enter into any agreements, oral or written,
that would in any way impair its ability to fulfill its obligations under this
Agreement.

     6.3 LIMITATIONS
ON WARRANTIES AND LIABILITIES. THE LIMITED WARRANTIES CONTAINED IN ARTICLE 6
ARE THE SOLE WARRANTIES GIVEN BY THE PARTIES HEREUNDER AND ARE MADE EXPRESSLY IN LIEU OF AND EXCLUDE
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OR OTHERWISE, AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS
AND WARRANTIES PROVIDED BY COMMON LAW, STATUTE OR OTHERWISE ARE HEREBY
DISCLAIMED BY BOTH PARTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES
OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS AND LOSS OR
INTERRUPTION OF BUSINESS. 




EXECUTION VERSION 

     6.4
Indemnifications of RepliCel. RepliCel (excluding its Affiliates)
shall defend, indemnify and hold harmless Shiseido and their employees,
officers, agents and directors against any loss, damages, action, suit, claim,
demand, liability, expense, bodily injury, death, or property damage (a
“Loss”) that may be brought, instituted or arise against or be incurred
by such persons to the extent such Loss is based on or arises out of the breach
by RepliCel of any of its covenants, representations or warranties set forth in
this Agreement or improper business practices; provided, however, that the
foregoing indemnification shall not apply to any Loss to the extent such Loss is
caused by the gross negligent or willful misconduct of Shiseido. 

          6.4.2
Until the second anniversary of the date of first commercial production of the
Collaboration Product, RepliCel (excluding its Affiliates) will indemnify and
hold Shiseido harmless, from any claims by a third party of an infringement of
such third party’s patent rights as result of Shiseido’s use of the Transfer
Technology. 

          6.4.3
The indemnifications of RepliCel as set forth in Section 6.4.2 are limited up to
the amount paid as milestone and royalty payments by Shiseido to RepliCel
pursuant to Article 4. 

          6.4.4
Without prejudice to Shiseido’s indemnification rights under Section 6.4.2, for
avoidance of doubt, RepliCel will not be held liable for any claim that arises
in connection with the manufacturing, formulation, packaging, labeling of the
Collaboration Product in the Shiseido Field in the Shiseido Territory. 

     6.5
Indemnifications by Shiseido. Shiseido (excluding its Affiliates)
shall defend, indemnify and hold harmless RepliCel and their employees,
officers, agents and directors against any Loss that may be brought, instituted
or arise against or be incurred by such persons to the extent such Loss is based
on or arises out of the breach by Shiseido of any of its covenants,
representations or warranties set forth in this Agreement or improper business
practices; provided, however, that the foregoing indemnification shall not apply
to any Loss to the extent such Loss is caused by the gross negligent or willful
misconduct of RepliCel. 

     6.6 Claims
Procedures. A Party entitled to be indemnified by the other Party pursuant
to Sections 6.4 or 6.5 hereof (an “Indemnified Party”) shall give written
notice to the other Party (an “Indemnifying Party”) promptly, and in any
event no later than sixty (60) calendar days, after such Indemnified Party has
actual knowledge of any threatened or asserted claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume control over the
defense of any such claim or any litigation resulting therefrom; provided that:





EXECUTION VERSION 

          6.6.1
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or any litigation resulting therefrom, shall be approved by the Indemnified
Party (which approval shall not be unreasonably withheld), and the Indemnified
Party may participate in such defense at such Indemnified Party’s expense
through its own counsel, unless agreed by the Parties otherwise; 

          6.6.2
the failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Agreement to the
extent that such failure to give notice did not result in prejudice to the
Indemnifying Party; 

          6.6.3
the Indemnifying Party, in the defense of any such claim or litigation, shall
not, except with the written approval of the Indemnified Party (which approval
shall not be unreasonably withheld), consent to entry of any judgment or enter
into any settlement which (i) would result in injunctive or other relief being
imposed against the Indemnified Party; or (ii) does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation; and 6.6.4 the Indemnified Party shall furnish such information
regarding itself or the claim in question as the Indemnifying Party may
reasonably request in writing, and shall be reasonably required in connection
with the defense of such claim or litigation resulting therefrom. 

     6.7 Compliance.
The Parties shall comply fully with all applicable laws and regulations in
connection with their respective activities under this Agreement. 

     6.8 Insurance.


          6.8.1
Each of the Parties shall obtain and maintain at its own cost and expense and at
it sole discretion, any combination of insurance or self-insurance for its
commercial liability, including, but not limited to, personal injury and product
liability insurance, with respect to its activities hereunder. 

          6.8.2
For each Party, such insurance or self-insurance shall be in such amounts and
subject to such deductibles as Shiseido and RepliCel may agree based upon
standards prevailing in the industry at the time. Such insurance or
self-insurance shall be written to cover claims incurred, discovered,
manifested, or made in connection with clinical development and commercial sale
of Products in the respective Territory. Upon written request, each of Shiseido
and RepliCel shall provide to the other Party copies of its Certificates of
Insurance. 

          6.8.3
All insurance policies required of either Party under this Agreement shall, at
each Party’s discretion with respect to its insurance, be through self-insurance
or a combination of self-insurance and commercially placed insurance. Where the
Party uses commercially placed insurance, such insurance shall be issued by
reputable, financially sound companies. 

          6.8.4
All of the foregoing liability policies shall be primary and non-contributory
and contain a waiver of subrogation in favor of the other Party or the other
Party’s designee.

     6.9
Responsibility and Control. Shiseido and RepliCel shall each be
solely responsible for the safety of its own employees, agents, Affiliates or
independent contractors with respect to its performance under this Agreement,
and each shall hold the other Party harmless with regard to any liability for damages or personal injuries resulting from acts
of its respective employees, agents, Affiliates or independent contractors. 




EXECUTION VERSION 

Article 7
Term and Termination 

     7.1 Term.
The term of this Agreement shall be from the Effective Date, up to and until
ten (10) years following the commercial launch of a Collaboration Product in
each country within the Shiseido Territory. 

     7.2 Termination
for Material Breach. Either Party may terminate this Agreement upon thirty
(30) days prior written notice to the other Party upon a material breach by the
other Party of any of its obligations under this Agreement (and such obligations
specifically include a failure by a Party to pay any amount owing hereunder,
and/or failure to transfer the Transfer Technology in timely fashion); provided,
however, that such termination shall become effective only if the breaching
Party shall fail to: (i) remedy or cure the breach within such thirty (30) day
period, or initiate a remedy or cure within such period if it is not practicable
to complete the cure in such period; or (ii) within such thirty (30) day period,
provide written notice of the breaching Party’s dispute of the alleged breach or
failure to cure and its invocation of the dispute resolution provisions set
forth in Section 9.5. If the non-breaching Party elects not to terminate this
Agreement, the non-breaching Party shall be entitled to seek, subject to Section
9.5, any equitable remedies and damages permitted by law, except to the extent
otherwise limited by this Agreement. 

     7.3 Termination for
Non-Performance 

          7.3.1
If either Party wishes to withdraw from this Agreement during the term of this
Agreement, the Party (the “Withdrawing Party”) will notify such intent in
writing to the other Party (the “Surviving Party”). The Surviving Party
shall have a right to terminate this Agreement upon receiving such withdrawal
notification. 

          7.3.2
In the event that the Surviving Party decides to terminate, both Parties shall
discuss the process and milestone to be taken after the termination in good
faith at the JSC; provided, however (i) if Shiseido is the Surviving Party,
Shiseido shall be granted fully paid-up, royalty free license as provided for in
Article 3; and (ii) if RepliCel is the Surviving Party, Shiseido shall provide
RepliCel with a fully paid-up, royalty free license as provided for in Article
3, to the extent the license has been granted by Shiseido to RepliCel as of the
date of the termination. 

     7.4 Effect of Early
Termination of the Agreement 

          7.4.1
If this Agreement is terminated early by Shiseido based upon the material breach
of this Agreement by RepliCel as provided in Section 7.2, then (i) Shiseido
shall have no further obligation to pay any further milestone or royalty
payments as provided in Article 4 of this Agreement, and (ii) RepliCel shall be
obligated to return any and all Confidential Information of Shiseido back to
Shiseido. Furthermore, Shiseido shall be granted a fully paid-up, royalty free
license as provided for in Article 3. 




EXECUTION VERSION 

     7.4.2 If this Agreement is
terminated early by RepliCel based upon the material breach of this Agreement by
Shiseido as provided in Section 7.2, then Shiseido must immediately (i) cease
any and all sales of a Collaboration Product, (ii) make any and all payments
that are outstanding and due (all the outstanding payment shall become due at
the termination described hereunder) , (iii) return any and all Confidential
Information of RepliCel to RepliCel, and (iv) provide RepliCel with a fully
paid-up, royalty free license as provided for in Article 3, to the extent the
license has been granted by Shiseido to RepliCel as of the date of the
termination.

Article 8
Confidentiality 

     8.1 The Parties
acknowledge and agree that they: 

          8.1.1
shall protect and hold the Confidential Information received by the other Party
(including the terms and conditions of this Agreement) in the strictest
confidence; 

          8.1.2
shall not use the Confidential Information of the other Party for any purpose
other than for purposes of this Agreement; and 

          8.1.3
shall not and shall provide that no other person shall use, disclose, divulge or
otherwise disseminate the Confidential Information of the other Party to any
person, other than to its directors, officers, employees, lawyers, accountants,
consultants and other professional advisors, (i) without the prior written
approval of the disclosing Party, and (ii) only upon the execution by such
person receiving such information of a confidentiality agreement in form and
substance acceptable to the disclosing Party; unless or until compelled to
disclose by judicial or administrative procedures or by other requirements of
law or requested by its regulatory authority (in which event, they shall only
make such disclosure upon prior written notice to the disclosing Party and shall
make its best efforts to afford the disclosing Party an opportunity to contest
the application of such law or court order to the Confidential Information to
seek other methods to avoid public disclosure of the Confidential Information).
Notwithstanding the foregoing, each Party agrees that it will only disclose the
royalty rate if it is compelled to do so by securities regulatory bodies or
stock exchange rules. Parties acknowledge that it is not anticipated that the
royalty rate will need to be disclosed. 

     8.2 The
confidentiality obligations under this Article 8 shall survive ten (10) years
after the expiration or earlier termination of this Agreement.

Article 9
Miscellaneous Provisions 

     9.1 Force
Majeure. Neither Party shall be responsible in damages to the other Party
for any failure or delay in performance of any of its obligations hereunder due
to any war, earthquake, riot, fire, flood, explosion or other disaster or
similar event or any governmental act or regulation or action or embargo, any
act of God and any other event beyond such Party’s control (the “Force
Majeure Event”) provided however that such Party shall take all steps
reasonably possible to mitigate damages caused by such failure or delay. In the
event that a Party (the “Affected Party”) shall claim that a Force
Majeure Event has occurred thereby resulting in the failure or delay in its
performance hereunder, the Affected Party shall give to the other Party a notice in writing within
ten (10) days from the date of occurrence of such Force Majeure Event and shall
provide sufficient written evidence thereof, including the nature and effect of
the Force Majeure Event on its obligations. 




EXECUTION VERSION 

     9.2
Assignability. This Agreement is not assignable by either Party
without a prior written consent of the other Party except to a wholly-owned
Affiliate of such Party. Any permitted assignee of either Party shall, as a
condition to such assignment, assume all obligations of its assignor arising
under this Agreement following such assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective legal
representatives, successors and permitted assigns. 

     9.3 Change of
Control. In the event of Change of Control of either Party (excluding its
Affiliates), that Party shall notify the other Party (the “Notified
Party”) in writing immediately after the Change of Control had occurred, and
JSC will consider and determine the appropriate collaboration arrangement going
forward. Without prejudice to any other terms of this Agreement, the Notified
Party may terminate the Agreement immediately upon written notice. In the event
that the Notified Party decides to terminate, both Parties shall discuss the
process and milestone to be taken after the termination in good faith at the
JSC. 

     9.4
Non-solicitation. During the term of this Agreement and continuing
through the second anniversary of the expiration or the termination of this
Agreement, the Parties agree that neither Party will, and each Party will ensure
that its Affiliates do not, directly or indirectly, solicit or attempt to
solicit for employment any persons employed by the other Party or contracted by
the other Party as agents, consultants or contractors unless the other Party
gives its express written consent thereto in writing. Nothing in this Section
9.4 will be construed to prohibit a Party from (a) hiring an employee of the
other Party who has responded to a general solicitation of employment not
specifically directed at that employee or contractor; or (b) responding to
unsolicited inquiries about employment or contract opportunities or
possibilities from headhunters, other agents acting for unidentified parties or
any individual. 

     9.5 Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, the United States of America without giving
effect to the conflict of laws provisions thereof. Any and all controversies,
differences or disputes arising out of or in relation to this Agreement or for
the breach or termination thereof, which cannot be amicably settled by the
Parties working together in good faith, will be finally resolved via arbitration
conducted in accordance with the rules of the International Centre for Dispute
Resolution, in (i) Vancouver, British Columbia, Canada, if the arbitration is
initiated by Shiseido, or (ii) Tokyo, Japan, if the arbitration is initiated by
RepliCel. 

     9.6 Press
Release. The Parties acknowledge that with respect to this Agreement press
releases may be sought or required pursuant to applicable stock exchange rules
and regulations. Upon execution of this Agreement, the Parties shall coordinate
to effect worldwide press releases in mutually agreeable form. Neither party
shall issue a press release with respect to the subject matter of this Agreement
without obtaining the prior consent (including by way of e-mail) of the other
party, which shall not be unreasonably withheld. 

     9.7 Entire
Agreement. This Agreement sets forth the entire agreement and understanding
of the Parties relating to the matters referred to herein, supersedes all prior
discussions and negotiations between the Parties, and may only be amended by a
written document, duly executed by both Parties. For purpose of clarity, this Agreement upon execution amends,
restates, replaces and repeals in its entirety the Framework Agreement. 




EXECUTION VERSION 

     9.8
Relationship. The relationship of the Parties under this Agreement is
that of independent contractors. No Party shall be deemed to be the agent of the
other, and no Party is authorized to take any action binding upon any other
Party. 

     9.9
Expenses. Each party shall bear its own expenses incurred in the
negotiation and execution of this Agreement. Additionally, each Party would bear
its own expenses arising out of the preparation and negotiation of this
Agreement, with no liability for such expenses to the other Party, whether or
not the transactions described herein completes. 

     9.10 Notice.
All communications between the Parties with respect to any of the provisions
of this Agreement will be sent to the addresses set forth below, or to such
other addresses as designated by one Party to the other Party by notice pursuant
hereto, by internationally recognized courier or by prepaid, certified air mail
(which shall be deemed received by the other Party on the seventh (7th) business
day following deposit in the mails), or by facsimile transmission or other
electronic means of communication (which shall be deemed received when
transmitted), with confirmation by letter sent at or before the close of
business the next following business day: 

If to RepliCel: 

RepliCel Life Sciences Inc.

Attention: Mr. David Hall 
2020 - 401 West Georgia Street,
Vancouver,
BC,
Canada V6B 5Al 
Facsimile: +1-604-248-8690 
E-mail:
dhall@replicel.com

If to Shiseido, at: 

Shiseido Co., LTD. 
Technical &
Production Planning Department 
Attention: Mr. Masashi Ogo 
1-6-2,
Higshi-shimbashi, Minato-ku, Tokyo 105-8310, Japan 
Facsimile:
+81-3-6218-5803 
E-mail: masashi.ogo@to.shiseido.co.jp 

     9.11 No
Waiver. No failure on the part of any Party hereto to exercise, and no delay
on the part of any Party hereto in exercising, any right or remedy under this
Agreement will operate as a waiver thereof; nor will any single or partial
exercise of any right or remedy preclude any other or further exercise thereof
or the exercise of any other right or remedy. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any other rights or
remedies provided by law or otherwise. 

     9.12
Amendment. This Agreement may be amended, and any term of this
Agreement may be modified, only by a written instrument executed by a duly
authorized representative of each Party. 




EXECUTION VERSION 

     9.13 Survival.


          9.13.1
Article 3, Article 4, Section 5.2.3, Section 5.2.5, Section 5.5, Section 6.3,
Section 6.4, Section 6.5, Section 6.6, Article 8, Section 9.4, Section 9.10,
Section 9.11 and Section 9.13 shall survive the expiration of this
Agreement.

          9.13.2
Article 4, Section 5.2.3, Section 5.2.5, Section 5.5, Section 6.3, Section 6.4,
Section 6.5, Section 6.6, Section 7.3.2, Section 7.4, Article 8, Section 9.3,
Section 9.4, Section 9.10, Section 9.11 and Section 9.13 shall survive the
termination of this Agreement. 

     9.14 Title.
Titles of the Articles herein are for the convenience of reference only and
shall not affect the construction of this Agreement. 

     9.15
Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under any applicable present or future law,
and if the rights or obligations of any party hereto under this Agreement will
not be materially and adversely affected thereby, (a) such provision will be
fully severable, (b) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom, and (d) in lieu of such illegal, invalid
or unenforceable provision, there will be added automatically as part of this
Agreement, a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible. 

     9.16
Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and shall become
operative when each Party has executed and delivered at least one counterpart.
This Agreement may be delivered by facsimile, email transmission of PDF files,
or similar electronic transmission evidencing execution, and such execution
shall be effective as a valid and binding agreement between the Parties for all
purposes. 




EXECUTION VERSION 

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


	RepliCel Life Sciences Inc. 	Shiseido Co. Ltd. 
	




	 
	Name: Mr. David Hall 	Name: Mr.Youichi Shimatami 
	Title: President and CEO 	Title: Corporate Officer





	Attachments: 	  
	           
             Exhibit A 	RCH-01 Description 
	           
             Exhibit B 	Pre-Clinical Data and Clinical Protocol
      Documentation 
	           
             Exhibit C 	RCH-01 Technology Transfer Training Plan 
	           
             Exhibit D 	Joint Research Steering Committee 
	           
             Exhibit E 	RepliCel Core Patent Rights 
	           
             Exhibit F 	Shiseido Core Patent Rights







EXECUTION VERSION 

Exhibit A
RCH-01 Description 

RCH-01 is a cell-based product for injection made from
autologous dermal sheath cup cells (DSCC) harvested from human hair follicles.
RCH-01 is currently being tested for the treatment of androgenetic alopecia
(pattern baldness) in both sexes. Additional indications include scarring
alopecia, diffuse hair loss, chemotherapy or radiation induced hair loss and
other hair related medical issues. 

Briefly, harvested DSCC are cultured and replicated in a
proprietary culture medium using RepliCel’s specialized cell culture procedures.
Once replicated in sufficient number; the cultured autologous DSCC (RCH-DSC) are
prepared for injection into human scalp then frozen for storage and shipping.
Prior to injection, RCH-01 is thawed and drawn into a syringe which is placed in
a patented injection device holder referred to by the Parties as RCI-01 or
RCI-02 which controls the angle, depth and distribution of cells injected into
the scalp. 




EXECUTION VERSION 

Exhibit B 
Pre-Clinical Data and Clinical Protocol
Documentation 

TS001-2009 (Phase I/IIa in Tbilisi, Georgia) 

	 	1. 	
      Study Protocol.

	 	2. 	
      Injection Procedure Manual.

	 	3. 	
      Biopsy Procedure Manual.

	 	4. 	
      Interim Analysis Study Report.

	 	5. 	
      12-Month Safety Data Summary.



TS001-2013 (Phase I/IIa Extension in Tbilisi, Georgia)


	 	1. 	
      Protocol (once finalized)

	 	2. 	
      Investigator’s Brochure (once
finalized)



RCH-01-001-2013 (Phase II study in Germany) 

	 	1. 	
      Protocol synopsis

	 	2. 	
      Protocol (once finalized)

	 	3. 	
      Injection Procedure Manual (once finalized)

	 	4. 	
      Biopsy Procedure Manual (once finalized)

	 	5. 	
      IMPD (once finalized)



Regulatory Affairs 

	 	1. 	
      Presentation made to PEI (Nov 2012).

	 	2. 	
      Minutes from PEI meeting (Nov 2012).

	 	3. 	
      Presentation made to PEI (Feb 2013).

	 	4. 	
      Minutes from PEI meeting (Feb
2013).



Manufacturing SOPs 

	 	1. 	
      QMA 804-01-02_Allocation of PBS 500
  ml-Rev01_EN.doc

	 	2. 	
      QMA 804-01-01_Incoming check-Rev01_EN.doc

	 	3. 	
      QMA 804-01-03_Processing the biopsy and Isolation of Cup
      cells-Rev01_EN.doc

	 	4. 	
      QMA 804-01-04_Microscopic Imaging of the DSCC
      cells-Rev01_EN.doc

	 	5. 	
      QMA 804-01-05_Medium addition 6
  Well-Rev01_EN.doc

	 	6. 	
      QMA 804-01-06_Half Medium change 6
    well-Rev01_EN.doc

	 	7. 	
      QMA 804-01-09_Medium Change T75-Rev01_EN.doc

	 	8. 	
      QMA 804-01-07_Medium Change 6well-Rev01_EN.doc

	 	9. 	
      QMA 804-01-11_Medium Change 2 x
  T175-Rev01_EN.doc

	 	10. 	
      QMA 804-01-13_Medium Change 6 x
  T175-Rev01_EN.doc

	 	11. 	
      QMA 804-01-14 Sterilcontrol of the Culture
      Media-Rev01_EN.doc

	 	12. 	
      QMA 804-01-15_Filling glass vials with cryomedium for the
      placebo samples and-Rev01_EN.doc

	 	13. 	
      QMA 804-01-16 Cellharvest 6 1175 without
      placebo-Rev01_EN.doc

	 	14. 	
      QMA 804-01-17 Cellharvest 6 1175 with single placebo
      -Rev01_EN.doc

	 	15. 	
      QMA 804-01-18 Cellharvest 6 1175 with double placebo
      -Rev01_EN.doc







EXECUTION VERSION 

	 	16. 	
      QMA 804-02-01_Manufacturing cryomedium 400 ml
      psp-Rev01_EN.doc

	 	17. 	
      QMA 804-02-02_Preparing of FCS for DSCC
      culture-Rev01_EN.doc

	 	18. 	
      QMA 804-01-08_Passage 6well_T75-Rev01_EN.doc

	 	19. 	
      QMA 804-01-12_Passage DSCC 2 x 1175 auf 6 x
      T175-Rev01_EN.doc

	 	20. 	
      QMA 804-01-10_Passage 175_ 2 x
T175-Rev01_EN.doc

	 	21. 	
      QMA 804-02-03_Manufacturing bFGF stock
      solution-Rev01_EN.doc

	 	22. 	
      QMA 804-02-04_Manufacturing biopsy transport
      solution-Rev01_EN.doc

	 	23. 	
      QMA 804-02-05_Manufacturing EGF stock
      solution-Rev01_EN.doc

	 	24. 	
      QMA 804-02-06_Manufacturing PDGF stock
      solution-Rev01_EN.doc

	 	25. 	
      QMA 804-02-07_Manufacturing gentamycin-STL and dividing
      into aliquots-Rev01_EN.doc

	 	26. 	
      QMA 804-02-08_Manufacturing HFMM complete
      medium-Rev01_EN.doc

	 	27. 	
      QMA 804-02-09 Manufacturing HFMM complete medium wo
      Genta-Rev01_EN.doc

	 	28. 	
      QMA 804-02-10_Manufacturing TrypLE Select
      Aliquots-Rev01_EN.doc

	 	29. 	
      QMA 804-02-11_Manufacturing HFMM BM with 20%
      FCS-Rev01_EN.doc

	 	30. 	
      QMA 804-03-01 Batch Record-REv01_EN.doc

	 	31. 	
      And other SOP files as determined in the final
      manufacturing process for the phase II clinical trial

	 	32. 	
      Cell culture ingredients list and concentrations (for
      manufacture of HFMM under license)

	 	33. 	
      Data relevant to the use of individual ingredients for
      RCH-DSCC cell growth and/or gene expression.



Phase II trial data 

	 	1. 	
      Phase II clinical trial data (once finalized)

	 	2. 	
      Phase II quality control data (once finalized)

	 	3. 	
      Phase II potency assay data (once finalized)

	 	4. 	
      Phase II release criteria data (once
  finalized)







EXECUTION VERSION 

Exhibit C 
RCH-01 Technology Transfer Training Plan
(Clinical Affairs) 

Week 1 (Vancouver)

	 	1. 	
      Day 1 Arrival settle in

	 	2. 	
      Day 2 TS001-2009 (Phase I/IIa in Tbilisi,
      Georgia)



	 	a. 	
      Study Protocol

	 		i. 	
      Visits and rationale for assessments

	 		ii. 	
      Injection Procedure Manual

	 		iii. 	
      Biopsy Procedure Manual 

	 	b. 	Timelines for completion 
	 	c. 	6-Month Interim Analysis Results
      (Efficacy and Safety) 
	 	d. 	12-Month Safety Data
  Summary



	 	3. 	
      Day 3 TS001-2013 (Phase I/IIa Extension in Tbilisi,
      Georgia)

	 		a. 	
      Protocol (once finalized)

	 			i. 	
      Visits and rationale for assessments

	 		b. 	
      Timelines for completion

	 	4. 	
      Day 4 RCH-01-001-2013 (Phase II study in
      Germany)

	 		a. 	
      Protocol synopsis

	 			i. 	
      “de-code” protocol numbering scheme

	 		b. 	
      Applicable advice from the PEI re: protocol
  design

	 		c. 	
      Injection Procedure Manual (differences from
      TS001-2009)

	 	5. 	
      Day 5 RCH-01-001-2013 (Phase II study in
      Germany)

	 		a. 	
      Follow up and initial discussion of adaptations for
      Japan.

	 		b. 	
      Discussion of collaborative clinical research
  plans



RCH-01 Technology Transfer Training Plan
(Manufacturing)

Week 2 (Vancouver) 

	 	1. 	
      Day 1

	 		a. 	
      Introductions to lab and clinic

	 		b. 	
      Introductions to personnel

	 		c. 	
      Building security cards and keys

	 		d. 	
      UBC lab safety session (required for all visiting
      scientists)

	 		e. 	
      Discussion of plans for the time in the laboratory and
      any changes

	 	2. 	
      Day 2-3

	 		a. 	
      Observe on-going lab research to familiarize with general
      lab protocols

	 		b. 	
      Discussion session on SOPs (familiarization with
      protocols)

	 		c. 	
      Observe tissue dissection process and plating in culture
      media

	 		d. 	
      Conduct tissue dissection process and plate
  tissues

	 	3. 	
      Day 3-5







EXECUTION VERSION 

	 	a. 	
      Discussion session on cell culture media and ingredients
      (potential improvements etc.)

	 	b. 	
      Discussion session on current research data (microarray
      etc.)

	 	c. 	
      Monitor cell cultures and start of cell culture
    SOPs



Week 3 

	 	1. 	
      Day 1-5

	 		a. 	
      Conduct additional tissue dissection process and plate
      tissues

	 		b. 	
      Monitor cell cultures and continue culture
  SOPs



Week 4 

	 	1. 	
      Day 1-5

	 		a. 	
      Discussion session on current research data (Vancouver
      microarray etc.)

	 		b. 	
      Visit to RepliCel office and discussion of research
      collaboration plans

	 		c. 	
      Monitor cell cultures and continue culture
  SOPs



Week 5 

	 	1. 	
      Day 1-5

	 		a. 	
      Conduct additional tissue dissection process and plate
      tissues

	 		b. 	
      Monitor cell cultures and continue culture SOPs

	 		c. 	
      Discussion of quality control techniques used for
      RepliCel’s Phase II

	 		d. 	
      Discussion and adaptation of quality control techniques
      for Japan

	 		e. 	
      Additional visit to Replicel office for finalization of
      research collaboration plans



Week 6 

	 	1. 	
      Day 1-5

	 		a. 	
      Monitor cell cultures and continue culture SOPs

	 		b. 	
      Complete the cultures of the initial tissues dissected in
      week 1

	 		c. 	
      Conduct basic quality control procedures (alkaline
      phosphatise quantisation etc.)

	 		d. 	
      Development of final plans for collaborative lab
      research



Innsbruck 

Depending on the level of confidence and progress made in
Vancouver, the visit to Innsbruck may last 6 weeks at a minimum or more if more
training (repetition of SOPs) is needed.

Week 1 

	 	1. 	
      Day 1

	 		a. 	
      Arrival, settle in

	 	2. 	
      Day 2

	 		a. 	
      Introductions to lab

	 		b. 	
      Introductions to personnel

	 		c. 	
      Discussion of plans for the time in Innsbruck and any
      changes

	 		d. 	
      Observe ongoing lab research to familiarize with general
      lab protocols (non GMP) 

	 	 	 	i. 	Flow cytometry labeling of cells






EXECUTION VERSION 

	 			ii. 	
      Quantisation of alkaline phosphatase

	 			iii. 	
      Immunohistochemistry labeling of cells

	 	3. 	
      Day 3

	 		a. 	
      Discussion session on SOPs from the Innsbruck point of
      view

	 		b. 	
      Introduction and training in GMP level
  procedures

	 	4. 	
      Day 4

	 		a. 	
      Conduct cell culture media preparation SOPs

	 	5. 	
      Day 5

	 		a. 	
      Conduct tissue dissection process and plate
  tissues



Week 2 

	 	1. 	
      Day 1-5 a. Monitor cell cultures and start of cell
      culture SOPs



Week 3 

	 	1. 	
      Day 1-5

	 		a. 	
      Conduct tissue dissection process and plate
  tissues

	 		b. 	
      Monitor cell cultures and conduct cell culture
  SOPs

	 		c. 	
      Meeting with doctors Rainer Marksteiner, Petra Rueck, and
      Rolf Hoffmann



Week 4 

	 	1. 	
      Day 1-5

	 		a. 	
      Conduct tissue dissection process and plate
  tissues

	 		b. 	
      Monitor cell cultures and conduct cell culture
  SOPs

	 		c. 	
      Assist with flow cytometry labelling of cells,
      quantisation of alkaline phosphatase, immunohistochemistry labelling of
      cells.



Week 5 

	 	1. 	
      Day 1-5

	 		a. 	
      Conduct tissue dissection process and plate
  tissues

	 		b. 	
      Monitor cell cultures and conduct cell culture
  SOPs

	 		c. 	
      Assist with cell analysis protocols (non GMP)

	 			
      i. 
	
      Flow cytometry labeling of cells

	 			
      ii. 
	
      Quantisation of alkaline phosphatase

	 			
      iii. 
	
      Immunohistochemistry labeling of
cells



Week 6 

	 	1. 	
      Day 1-5

	 		a. 	
      Monitor cell cultures and conduct cell culture
  SOPs

	 		b. 	
      Cell harvesting process using week 1 cultures (also week
      2 cultures if they are ready and possibly other cultures previously set
      up)

	 		c. 	
      Meeting and discussion for SOPs; comments queries,
      questions







EXECUTION VERSION 

Exhibit D 
Joint Steering Committee 

The Joint Steering Committee (JSC) will establish all
sub-committees including the Technology Transfer Committee, Clinical and
Regulatory Committee and Research and Development Collaboration Committee. The
JSC will establish each sub-committee as well as the reporting mechanism to the
JSC. Each committee will establish their timelines and reporting mechanisms.

The JSC will be responsible for all decision making regarding
all important issues not expressly agreed in this Agreement in order to (i) make
this collaboration fruitful and (ii) make a smooth withdrawal from this
collaboration if this Agreement is expired or terminated. 

The JSC will be charged with setting the mandates and
responsibilities of each of the Technology Transfer, the Clinical and Regulatory
and the Research and Development committees. Initial membership is as outlined
below. 

If in the instance that RepliCel licenses or collaborates with
a third party outside of Shiseido's territory, RepliCel will facilitate an
introduction of the new collaborator or licensee to Shiseido through the JSC.
RepliCel will not impede any efforts of Shiseido to speak to the new licensee or
collaborator. 

All Committees will include Hisae Nakamura from RepliCel as the
permanent liaison officer charged with managing all committee work. In addition,
respective Party may invite its guest(s) to the respective committee as an
observer. The JSC will include as founding members the following: 

Joint Steering Committee Members 

	 	1. 	
      RepliCel

	 		a. 	
      David Hall

	 		b. 	
      Kevin McElwee

	 		c. 	
      Rolf Hofmann

	 		d. 	
      Hisae Nakamura

	 	2. 	
      Shiseido

	 		a. 	
      Youichi Shimatani

	 		b. 	
      Masashi Ogo

	 		c. 	
      Jiro Kishimoto



Sub-Committees 

Technology Transfer Committee 

	 	1. 	
      RepliCel

	 		a. 	
      Kevin McElwee

	 		b. 	
      Rolf Hofmann

	 		c. 	
      Hisae Nakamura

	 	2. 	
      Shiseido

	 		a. 	
      Tsutomu Soma







EXECUTION VERSION 

	 	b. 	
      Jiro Kishimoto

	 	c. 	
      Masashi Ogo



Clinical and Regulatory Committee 

	 	
      1.
	
      RepliCel 
	 
	 	
       
	
      a. 
	
      Petra Rueck 

	 	
       
	
      b. 
	
      Kevin McElwee 

	 	
       
	
      c. 
	
      Rolf Hofmann 

	 	
       
	
      d. 
	
      Hisae Nakamura 

	 	
      2. 
	
      Shiseido 
	
       

	 	
       
	
      a. 
	
      Jiro Kishimoto 

	 	
       
	
      b. 
	
      Ritsuro Ideta 

	 	
       
	
      c. 
	
      Takashi Satoh 



Research and Development Committee 

	 	1. 	
      RepliCel

	 		a. 	
      Kevin McElwee

	 		b. 	
      Rolf Hofmann

	 		c. 	
      Hisae Nakamura

	 	2. 	
      Shiseido

	 		a. 	
      Jiro Kishimoto

	 		b. 	
      Tsutomu Soma

	 		c. 	
      Yuzo Yoshida

	 		d. 	
      Kiyotaka Hasegawa







EXECUTION VERSION 

Exhibit E 
RepliCel Core Patent Rights 






EXECUTION VERSION 

Exhibit F
Shiseido Core Patent Rights 


	Application Number 	Filing Date 	Country 	Title 
	*** 	*** 	*** 	*** 
	 	 	 	 







EXECUTION VERSION 

Exhibit G 
Net Sales and Gross Profits 

Net Sales = Gross Sales less returns and
discounts/rebates 

Gross Sales includes all revenue derived from sales of
Collaboration Product, collaboration access license fees including any renewal
fees and cell processing fees.

The price of the cell processing fee will be targeted to be at
least 2 times the cost of the cell processing. In the instance that the cell
processing fee is less than 2 times the cost of the cell processing, then there
will be a joint discussion disclosing the costs of the cell processing at JSC.
All inputs to financial calculations can be subject to audit by RepliCel. 

Gross Profits = Net Sales minus cost of cell processing.