Exhibit 10.22


 


***Certain identified information has been omitted
from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed.
Such omitted information is indicated by brackets (“[...***...]”) in this exhibit. ***


 


IND SPONSOR: NHLBI

 


Intramural
Clinical Trial Agreement


 


For Clinical Trials Conducted at the National
Institutes of Health Clinical Center



BETWEEN



National Heart, Lung, and Blood Institute



Part of the



National Institutes of Health



(“NIH”)



and



Jasper Therapeutics, Inc.



(hereinafter referred to as the “Company”)



titled



Phase I and II Study on the Addition of CD117 Antibody to Alemtuzumab, Low Dose

Irradiation, and Sirolimus in Matched Related Donor Transplantation in Beta-Globin

Disorders


 






     


     


    

 


The National Heart, Lung, and Blood Institute,
an institute of the NIH, an agency of the U.S. Department of Health and Human Services


 


(hereafter, referred to as “NHLBI”),


 


on behalf of its employee, Dr. John Tisdale


 


(hereafter, referred to as the “NHLBI Investigator”),


 


and the Company, having an office at 2200
Bridge Parkway, Ste. 102, Redwood City, CA 94065 (each individually a “Party”, and collectively the “Parties”),
have agreed to cooperate in the conduct of collaborative research related to a clinical trial to be held at the NIH Clinical Center, in
Bethesda, Maryland, titled “Phase I and II Study on the Addition of CD117 Antibody to Alemtuzumab, Low Dose Irradiation, and
Sirolimus in Matched Related Donor Transplantation in Beta-Globin Disorders.”


 


This Agreement sets forth the terms and conditions
under which this protocol will be conducted and the clinical trial will be managed.


 


The Company and NHLBI agree as follows:


 


		1.	DEFINITIONS



 


The terms listed in this Section have
the meanings indicated throughout this Agreement. To the extent a definition of a term as provided in this Section is inconsistent with
a corresponding definition in the applicable sections of either the United States Code (U.S.C.) or the Code of Federal Regulations (C.F.R.),
the definition in the U.S.C. or C.F.R. will control.


 


		1.1.	“Adverse Event” (AE) means any untoward medical occurrence in a Human Subject
to whom the Test Article has been administered. An AE does not necessarily have a causal relationship with the Test Article, that is,
it can be any unfavorable and unintended sign (including an abnormal laboratory finding), symptom, or disease temporally associated with
the use of the Test Article, whether or not it is related to it. Adverse Event is further defined in ICH E6 section 1.2 and 21 C.F.R 312.32.



 


		1.2.	“Affiliates” With respect to the Company, “Affiliates” means,



 


		(i)	any legal entity of which the securities or other ownership interests representing fifty per cent (50%)
or more of the equity or fifty per cent (50%) or more of the ordinary voting power or fifty per cent (50%) or more of the general partnership
interest are, at the time such determination is being made, owned, controlled or held, directly or indirectly, by such legal entity, or,



 


		(ii)	any legal entity which, at the time such determination is being made, is controlling or under common control
with, such legal entity.



 


As used herein, the term “control”,
whether used as a noun or verb, refers to the possession, directly or indirectly, of the power to direct, or cause the direction of, the
management or policies of a legal entity, whether through the ownership of voting securities, by contract or otherwise.


 






    	 Intramural Clinical Trial Agreement
 
Page 2 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		1.3.	“Agreement” means this Clinical Trial Agreement or “CTA”, all executed
amendments and supplements to this Agreement and all schedules to this Agreement.



 


		1.4.	“Case Report Form” (CRF) means the data collection form(s) to be completed for
each Human Subject participating in the Clinical Trial.



 


		1.5.	“Certificate of Confidentiality” (CoC) means a certificate issued by NIH pursuant
to Section 301(d) of the Public Health Service Act (42 U.S.C. 241(d)), that protects the privacy of Human Subjects enrolled in the Protocol.
With limited exceptions defined in 42 U.S.C. 241(d), the CoC protects from disclosure names or any information, documents or biospecimens
containing ISI collected under a Protocol conducted under this CTA.



 


		1.6.	“Clinical Research Site” means the NIH Clinical Center, their contractors, and Investigators
at Bethesda, Maryland, USA where the Clinical Trial will be conducted in strict accordance with the Protocol.



 


		1.7.	“Clinical Study Report” in accordance with ICH E6 Section 1.13, is a written description
of a Clinical Trial in which the clinical and statistical description, presentations, and analyses are fully integrated into a single
report. The Clinical Study Report contains information on results including reactogenicity, AEs, immunogenicity and other clinical or
laboratory observations made with respect to the intervention employed in conducting the trial. A detailed description of the contents
of a Clinical Trial Report is found in ICH E3 “Structure and Content of Clinical Study Reports.”



 


		1.8.	“Clinical Trial” is defined by the NIH as a research study in which one or more human
subjects are prospectively assigned to one or more interventions (which may include placebo or other control) to evaluate the effects
of those interventions on health-related biomedical or behavioral outcomes. Rules and regulations are codified at 45 CFR 46.102(d) and
(f). In this Agreement, Clinical Trial means the Clinical Trial for the Protocol.



 


		1.9.	“Completion of the Clinical Trial” the Clinical Trial is complete when all data analyses
under the Protocol have been performed and the Clinical Study Report has been submitted to the FDA.



 


		1.10.	“Confidential Information” means confidential scientific, proprietary, business, or
financial information provided that Confidential Information does not include:



 


		(a)	information that is within the public domain prior to the time of the disclosure by the disclosing Party
to the receiving Party or thereafter becomes within the public domain other than as a result of disclosure by the receiving Party or any
of its representatives in violation of this Agreement;



 


		(b)	information that was, on or before the date of disclosure in the possession of the receiving Party without
an obligation of confidentiality;



 


		(c)	information that is acquired by the receiving Party from a third party not under an obligation of confidentiality;



 






    	 Intramural Clinical Trial Agreement
 
Page 3 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		(d)	information that is hereafter independently developed by the receiving Party, without reference to the
Confidential Information received from the disclosing Party;



 


		(e)	information that the disclosing Party expressly authorizes the receiving Party to disclose.



 


		(f)	information that is reasonably required by scientific standards for publication of the results of the
Clinical Trial (including Clinical Trial methods and/or data) or any information that is necessary for other researchers to verify the
results of the Clinical Trial; or



 


		(g)	information that relates to potential hazards or cautionary warnings associated with the production, handling,
or use of the Test Article.



 


		1.11.	“Data and Safety Monitoring Board or Committee” (DSMB or DSMC) is an independent
group of experts that advises NHLBI and the Investigators. The primary responsibilities of the DSMB are to:



 


		(i)	to periodically review and evaluate the accumulated data of the Clinical Trial for participant safety,
Clinical Trial conduct and progress, and when appropriate, efficacy; and,



 


		(ii)	to make recommendations to NHLBI concerning the continuation, modification, or termination of the Clinical
Trial.



 


		1.12.	“Effective Date” means the date of the last signature of the authorized representatives
of the Parties executing this Agreement.



 


		1.13.	“Food and Drug Administration” (FDA) means the U.S. Food and Drug Administration.



 


		1.14.	“Government” means the federal government of the United States of America.



 


		1.15.	“Human Subject” means, in accordance with the definition in 45 C.F.R. § 46.102(f),
a living individual about whom an Investigator conducting research obtains:



 


		(a)	Data through intervention or interaction with the individual; or



 


		(b)	Identifiable Private Information.



 


		1.16.	“Identifiable Private Information” (IPI) means private information about a Human
Subject from which the identity of the Human Subject is or may readily be ascertained. Regulations defining and governing this information
include 45 C.F.R. Part 46 and 21 C.F.R. Part 50.



 


		1.17.	“Identifiable, Sensitive Information” (ISI) means, in accordance with the definition
of 42 U.S.C. 241(d)(4), information that is about an individual and that is gathered or used during the course of research as described
in 42 U.S.C. 241(d)(1)(A) through which an individual is identified, or that includes IPI, or for which there is at least a very small
risk, as determined by current scientific practices or statistical methods, that some combination of the information, a request for the
information, and other available data sources could be used to deduce the identity of an individual.



 






    	 Intramural Clinical Trial Agreement
 
Page 4 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		1.18.	“Informed Consent Form” means a signed and documented form in which each Human Subject
voluntarily consents or confirms his or her willingness to participate in a particular clinical trial after having been informed of all
aspects of the trial that are relevant to the subject’s decision to participate. The informed consent form satisfies the requirements
of ICH E6, 45 C.F.R. Part 46 and 21 C.F.R. Part 50.



 


		1.19.	“Institutional Review Board” (IRB) means, in accordance with 45 C.F.R. Part
46, Protection of Human Subjects (Revised November 13, 2001) and 21 C.F.R. Part 56, Subpart C: IRB Functions and Operations (as amended
June 18, 1991), and other applicable regulations, an independent body comprising medical, scientific, and nonscientific members, whose
responsibility is to ensure the protection of the rights, safety, and well-being of the Human Subjects involved in a Clinical Trial. It
may also be referred to as an Independent Ethics Committee in accordance with ICH E6, Section 1.27.



 


		1.20.	“The International Conference on Harmonization of Technical Requirements for Registration of
Pharmaceuticals for Human Use” (ICH). ICH refers to one or all of the following requirements used throughout this Agreement:



 


		(a)	ICH E2F: “Development Safety Update Report”, including the latest finalized revision,
if any.



 


		(b)	ICH E3: “Structure and Content of Clinical Study Reports”, including the latest finalized
revision, if any.



 


		(c)	ICH E6: “Good Clinical Practice: Consolidated Guidance”, published in the Federal register
(62 Federal Register 25692 (1997)), including the latest finalized revision. Also referred to as “FDA Good Clinical Practice
Guidelines”.



 


		(d)	ICH Q7: “Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients” published
in the Federal register (66 Federal Register 49028-9 (2001)), including the latest finalized revision, if any.



 


		1.21.	“Invention” means any invention or discovery that is or may be patentable or otherwise
protected under Title 35 of the United States Code, or any novel variety of plant which is or may be protectable under the Plant Variety
Protection Act, 7 U.S.C. §§ 2321 et seq.



 


		1.22.	“Investigational New Drug Application” (IND) is filed in accordance with 21
C.F.R. Part 312 under which clinical investigation of a Test Article (an experimental drug or biologic) is performed in Human Subjects
in the United States or intended to support a United States licensing action.



 


		1.23.	“Investigator” means, in accordance with 21 C.F.R. § 312.3, an individual who
actually conducts a clinical trial, that is, who directs the administration or dispensation of Test Article to a subject, and who assumes
responsibility for studying Human Subjects, for recording and ensuring the integrity of research data, and for protecting the welfare
and safety of Human Subjects. In this Agreement, “Investigator(s)” means the individual(s) identified as responsible for the
conduct of the Clinical Trial at the Clinical Research Site.



 






    	 Intramural Clinical Trial Agreement
 
Page 5 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		1.24.	“Investigator Brochure” (IB) means, in accordance with the definition in 21
C.F.R. § 312.23(a)(5), a document containing information about the Test Article, including animal screening, preclinical toxicology,
and detailed pharmaceutical data, including a description of possible risks and side effects to be anticipated on the basis of prior experience
with the Test Article or related drugs, and precautions, such as additional monitoring, to be taken as part of the investigational use
of the Test Article.



 


		1.25.	“Office of Human Research Protections” (OHRP) means the HHS office that oversees protection
of human subjects from research risks under 45 C.F.R. Part 46 (the Common Rule).



 


		1.26.	“Party” means an entity entering into this Agreement, referred to individually as the
“Party” and collectively as the “Parties”.



 


		1.27.	“Patent” means any issued United States patent, any international counterpart and any
corresponding grant by a non-U.S. government in place of a patent.



 


		1.28.	“Protocol” means the formal, detailed description of the Clinical Trial to be performed
as provided in the Protocol titled “Phase I and II Study on the Addition of CD117 Antibody to Alemtuzumab, Low Dose Irradiation,
and Sirolimus in Matched Related Donor Transplantation in Beta-Globin Disorders.” A Protocol describes the objective(s), design,
methodology, statistical considerations, and organization of a clinical trial. For the purposes of this Clinical Trial, the term Protocol
includes any and all associated documents, including informed consent forms, to be provided to Human Subjects and potential participants
in the Clinical Trial. This Clinical Trial Agreement will be governed by the most recent version of the Protocol, and should this Agreement
be executed prior to complete finalization of the Protocol, the last-dated version thereof will be considered to be incorporated by reference
in place of any prior versions. In the event that there is a conflict between the terms of the Protocol and the terms of the Agreement
in other matters, the terms of this Agreement will govern.



 


		1.29.	“Protocol Team” means the team, under the direction of NHLBI, responsible for the development
and management of the Protocol, evaluation of data, proposal of amendments, and all issues related to the Protocol or aspects of Protocol
development and modification. The Protocol Team will include the representatives from the Company, if they wish to participate, the Principal
Investigators, representatives from NHLBI, and the persons involved with statistical and data analysis for the Clinical Trial. Participation
on the Protocol Team will be as agreed by the Parties and will take into account any special requirements of the Protocol design.



 


		1.30.	“Serious AE” or “Serious SAR” means an AE or SAR that in the view
of either the Investigator or Sponsor, results in any of the following outcomes:



 


		(a)	Death,



 


		(b)	A life-threatening AE,



 






    	 Intramural Clinical Trial Agreement
 
Page 6 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		(c)	Inpatient hospitalization or prolongation of existing hospitalization,



 


		(d)	A persistent or significant incapacity or substantial disruption of the ability to conduct normal life
functions, or



 


		(e)	A congenital anomaly/birth defect, or



 


		(f)	Important medical events that may not result in death, be life-threatening, or require hospitalization,
but, based upon appropriate medical judgment, they may jeopardize the patient or subject and may require medical or surgical intervention
to prevent of the outcomes (a) through (e).



 


		1.31.	“Sponsor” means, in accordance with the definition in 21 C.F.R. § 312.3, an organization
or individual who assumes legal responsibility for supervising or overseeing Clinical Trials with Test Article, and is sometimes referred
to as the “IND holder”. The Sponsor for the Protocol is NHLBI.



 


		1.32.	“Suspected Adverse Reaction” or “SAR” means any AE for which there
is a reasonable possibility that the drug caused the AE. For the purposes of IND safety reporting, “reasonable possibility”
means there is evidence to suggest a causal relationship between the drug and the AE. Suspected Adverse Reaction is further defined in
21 C.F.R. § 312.32.



 


		1.33.	“Test Article” means, in accordance with 21 C.F.R. § 50.3(j), any drug (including
a biological product), medical device, food additive, color additive, electronic product, material or any other article subject to regulation
under the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301, et seq., Pub. L.No.75-717, 52 Stat. 1040 (1938), as
amended. In this Agreement, JSP-191 is collectively referred to as the “Test Article”.



 


		1.34.	“Unexpected Adverse Event” or “Unexpected Suspected Adverse Reaction”
means an AE or SAR which is considered “unexpected” because it is not listed in the Investigator Brochure or is not listed
at the specificity or severity that has been observed; or, when an Investigator Brochure is not required or available, is not consistent
with the risk information described in the general investigational plan or elsewhere in the current application. Unexpected Adverse Event
and Unexpected Suspected Adverse Reaction are further defined in 21 C.F.R. § 312.32.



 


		2.	CLINICAL RESEARCH SITE AND INVESTIGATORS



 


		2.1	NHLBI will not knowingly utilize:



 


		2.1.1	Any organization performing services in connection with this Clinical Trial that has been:



 


		(i)	Debarred under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335a(a) and
(b); or,



 


		(ii)	Suspended by the Office for Human Research Protections (OHRP) as a clinical research site under 45 C.F.R.
Part 46; and,



 






    	 Intramural Clinical Trial Agreement
 
Page 7 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		2.1.2	Any person convicted of a felony under federal law for conduct:



 


		(i)	Relating to the development or approval, including, but not limited to, the process for development or
approval, of any drug, product, medical device, New Drug Application (NDA), Pre-Market Application (PMA), 510(k) or IND or similar application;
or,



 


		(ii)	Otherwise relating to the regulation of any drug product or medical device under the FD&C Act.



 


		(iii)	Any person performing services in connection with this Clinical Trial that has been disqualified as a
clinical investigator under 21 C.F.R. § 312.70.



 


		(iv)	Any Investigator who is not qualified by training and experience as an appropriate expert to conduct the
Clinical Trial, as required under 21 C.F.R. § 312.53.



 


		2.2	If either Party becomes aware that any organization or person involved in the Clinical Trial is debarred,
threatened with debarment, disqualified, threatened with disqualification, or suspended, that Party will notify the other Party immediately.



 


		2.3	NHLBI will conduct the Clinical Trial in accordance with good clinical practice, including as defined
by the ICH and comply with all applicable U.S. and foreign government, state and local laws, regulations and guidelines.



 


		2.4	Company agrees that this Protocol will be conducted only at the Clinical Research Site. However, Company
can conduct, at its own expense and under its own IND, additional Clinical Trials with the Test Article, at non-NHLBI-funded sites. Company
agrees to inform NHLBI in writing of any other Clinical Trials it may support for the use of the Test Article that would compete with
this Clinical Trial for the same Human Subject population. Company asserts that the Test Article constitutes proprietary technology.



 


		3.	INVESTIGATIONAL NEW DRUG APPLICATION SPONSORSHIP



 


		3.1.	IND. NHLBI will submit an IND covering the Protocol to the FDA. The IND will satisfy all of the
requirements of the FDA. Company will provide a letter granting the FDA permission to cross-reference the Company’s pertinent Drug
Master File (DMF), New Drug Application (NDA), Biologics License Application (BLA), and/or INDs in support of the NHLBI for the limited
purpose of the IND, and in return, NHLBI will also provide a letter to the Company, if requested, granting the FDA permission to cross-reference
the IND filed by NHLBI for this Clinical Trial.



 


		3.2.	Company holds only IND under which the Protocol(s) will be conducted. During and for a period of
[...***...] after the completion of a Protocol, the Company shall promptly provide to NHLBI any information that Company has
reasonably determined could directly affect the health or safety of past or current Human Subjects or influence the conduct of the Protocol.
Such information may arise from any source, for example, safety reports provided to the FDA, study results, information in site monitoring
reports or data safety monitoring committee reports. NHLBI shall be free to communicate the relevant safety information to each Human
Subject and the IRB.



 






    	 Intramural Clinical Trial Agreement
 
Page 8 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		3.3.	Protocol Monitoring. NHLBI will be responsible for Clinical Research Site monitoring and quality
assurance of all data in accordance with the clinical monitoring plan. Monitoring will be done in compliance with FDA Good Clinical Practice
Guidelines (ICH) (E6). NHLBI, subject to the restrictions in the Certificate of Confidentiality Obligations section, will communicate
any clinically significant findings from clinical monitors to Company in a timely manner.



 


		3.4.	Safety Reporting



 


		3.4.1.	NHLBI will collect safety reports according to the procedure outlined in the Protocol. NHLBI will assume
responsibility for the reporting of safety reports to the FDA and will provide copies of the reports to Company.



 


		3.4.2.	



 


		(i)	For any safety report that meets all of the following criteria of: (i) Serious (ii) Unexpected and (iii)
Suspected Adverse Reaction, NHLBI will provide to Company a completed copy of the safety report at the time the report is submitted to
the FDA, NHLBI will provide follow up information to Company at the time the follow up safety report is submitted to FDA. The reporting
will be completed in the timeframes consistent with 21 CFR § 312.32.



 


		(ii)	NHLBI will report all other Serious and non-serious AEs to the FDA and to Company on a timely basis consistent
with 21 C.F.R. § 312.33.



 


		3.4.3.	As the manufacturer, Company will, in a timely manner consistent with FDA requirements and during the
term of this Clinical Trial, provide NHLBI with any information it now has or may obtain in the future regarding the safety and/or the
toxicity of Test Article.



 


		3.5.	Safety Monitoring. In accordance with NIH guidelines, Company and NHLBI agree that the following
type(s) of safety monitoring is (are) necessary and appropriate for this Clinical Trial:



 


Data and Safety Monitoring Board
(DSMB). If a DSMB is constituted for the Clinical Trial, NHLBI will notify Company in advance of any DSMB review. Company may
participate in and will receive the open session reports of the DSMB. The recommendations derived from the closed sessions will also be
communicated to Company. Prior to the Completion of the Clinical Trial, data and reports distributed for DSMB review will be used only
for the purposes of the DSMB meeting and will be held in confidence by the DMSB.


 


		4.	FDA MEETINGS/COMMUNICATIONS



 


		4.1	With respect to any discussions with the FDA involving data obtained from this Clinical Trial under NHLBI’s
IND, NHLBI, in consultation with Company, will take the initiative in arranging meetings or conference calls with the FDA. Formal meetings
with the FDA concerning the Clinical Trial design and/or data will be discussed and agreed upon in advance by Company and NHLBI. Company
will have the right to participate in all formal meetings with the FDA. Company agrees not to contact the FDA independent of NHLBI concerning
this Clinical Trial. However, Company may contact the FDA on separate product-related issues.



 






    	 Intramural Clinical Trial Agreement
 
Page 9 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		4.2	Company will promptly notify NHLBI of any FDA correspondence related to the Protocol that is received
by Company, or its Affiliates; any FDA enforcement actions directed toward Company or its Affiliates, including but not limited to: warning
letters, seizures, recalls, injunctions/consent decrees, rejection of regulatory submissions or withdrawal of approval for a Test Article,
criminal investigations, and proceedings to debar Company or its Affiliates or individuals employed under a contract to Company and/or
its Affiliates.



 


		4.3	Company will also promptly notify NHLBI of any action taken by the FDA regarding manufacturing of the
Test Article that would impact the safety of Human Subjects in the Clinical Trial.



 


		5.	SUPPLY, DISTRIBUTION, AND USE OF TEST ARTICLE



 


		5.1.	Supply.



 


NHLBI will provide Company with an estimate
of the quantity of Test Article that will be required to complete the Protocol.


 


		5.1.1	Company will supply the Test Article to NHLBI [...***...] and in quantities and conditions sufficient
to complete the Protocol and on a schedule mutually agreed upon by the Parties to ensure a sufficient supply of unexpired Test Article.



 


		5.1.2	Company will be responsible for labeling the Test Article used in the Clinical Trial.



 


		5.2.	Distribution.



 


		5.2.1	Company will ship the Test Article to the Clinical Research Site as mutually agreed by the Parties. Company
will provide specific storage and/or shipping instructions for the Test Article to NHLBI, who will be responsible for adhering to them,
as mutually agreed by the Parties. Company warrants that any packaging for hazardous material provided by Company meets Department of
Transportation regulatory requirements for use at the Clinical Research Site.



 


		5.2.2	The Test Article must be received by the Clinical Research Site in usable condition and accompanied by
Material Safety Data Sheet (MSDS), specific storage and shipping instructions, stability and/or expiration dating information and the
finally signed and dated Certificate of Analysis (COA) for each lot of Test Article sent. If Company performs ongoing stability testing
for each lot of Test Article sent, then Company will also provide updated retest or expiration dates for those respective lots to NHLBI
in a timely manner.



 


		5.2.3	If there is evidence that the Test Article that arrived at the Clinical Research Site has not been maintained
according to the defined shipping instructions or there is evidence of damage to the Test Article container or container closure system,
NHLBI will contact Company to inform them of the condition of the received Test Article and to determine together with the Company whether
the Test Article is usable or if it must be replaced. During the course of the Clinical Trial, the same process will be used whenever
there is evidence that the Test Article has not been maintained according to Company’s recommended storage conditions. If the Test
Article must be replaced, Company will replace it at [...***...] to NHLBI.



 






    	 Intramural Clinical Trial Agreement
 
Page 10 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		5.3.	Use.



 


		5.3.1	NHLBI will neither transfer the Test Article to any third party nor will NHLBI chemically modify, replicate,
make derivatives of, or reverse engineer the Test Article unless required by the Protocol or mutually agreed in writing by the Parties.



 


		5.3.2	NHLBI will request that the Investigator:



 


		(i)	use the Test Article only in accordance with the Protocol and for no other purpose;



 


		(ii)	not transfer the Test Article to any parties except Company; and



 


		(iii)	not chemically modify, replicate, make derivatives of, or reverse engineer the Test Article unless required
by the Protocol or as mutually agreed to, in writing, by the Parties.



 


		5.4.	Investigator Brochure. Company will provide a current Investigator Brochure for all applicable
components of the Test Article, and any later revisions and addenda to the Investigator Brochure for the Test Article to NHLBI, as mutually
agreed by the Parties, who will agree to keep them in confidence in accordance with Section 11 (Confidential Information) of this Agreement.



 


		5.5.	Warranty. Company represents and warrants that the Test Article supplied shall be manufactured
and released according to the principles of current Good Manufacturing Practice and when administered in accordance with Protocol it is
suitable for human use.



 


		5.6.	Source. In the event Company elects to terminate its development of Test Article for reasons other
than safety, without the transfer of its development efforts and obligations under this Agreement to another party acceptable to NHLBI
within [...***...] of discontinuation, then Company will provide NHLBI with Test Article for all then-enrolled Human Subjects
sufficient to complete the Clinical Trial in the manner described in the Protocol.



 


		5.7.	Termination of Development. Company hereby grants to NHLBI a nonexclusive, nontransferable, irrevocable,
paid-up license to practice or have practiced for or on behalf of the United States any invention which Company may have or obtain on
Test Article, its manufacture, or on the process for use of Test Article, throughout the world, for medical research purposes related
to the Protocol for the sole purpose of completing the Clinical Trial. This license will only become effective in the event Company terminates
its development of Test Article for reasons other than safety or IRB approval withdrawal, without the transfer of its development efforts
to another party within [...***...] of termination, and NHLBI elects to continue the development of Test Article. This provision
will become null and void upon FDA approval of the Test Article indications and marketing of the Test Article by Company.



 






    	 Intramural Clinical Trial Agreement
 
Page 11 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		6.	PROTOCOL DEVELOPMENT



 


		6.1	The Parties agree that enrollment in the Clinical Trial will not start until the version of the Protocol
to be used has been reviewed in advance by the Protocol Team; approved (stipulations met/resolved) by the relevant IRB(s) and NHLBI in
writing; and submitted to the FDA, the thirty (30) calendar day wait period has been satisfied and any FDA clinical hold issues have been
responded to satisfactorily. The Protocol is a product of NHLBI and will be deemed NHLBI Confidential Information, as defined in Section
11 (Confidential Information) of this Agreement.



 


		6.2	The Parties agree that any alteration in or amendment to the Protocol must be accepted by the Protocol
Team, and approved in writing by the relevant IRB(s) and NHLBI and submitted to the FDA, if appropriate, prior to such alteration or amendment
becoming effective. Company will review any amendments or alterations to the Protocol and NHLBI will consider such comments in good faith
in finalizing such amendments or alterations.



 


		7.	CASE REPORT FORM DEVELOPMENT



 


NHLBI or its designee will be responsible
for the development and subsequent revisions, if any, of the Case Report Forms with appropriate review and comment by the Protocol Team.


 


		8.	HUMAN SUBJECTS PROTECTION



 


		8.1	NHLBI and Company recognize the principles of respect for persons, beneficence (including minimization
of harms and maximization of benefits), and justice as stated in the Belmont Report and will apply these principles in all research covered
under this Agreement. The informed consent of each Human Subject participating in the Clinical Trial at the Clinical Research Site will
be obtained prospectively using an IRB approved informed consent process. The informed consent document may be reviewed in advance by
Company and will be approved by NHLBI and all appropriate Institutional Review Board (IRB). NHLBI will consider in good faith any comments
provided by Company.



 


		8.2	NHLBI and Company acknowledge and accept their responsibilities for protecting the rights and welfare
of human research subjects set forth in 45 C.F.R. Part 46, Protection of Human Subjects (Revised January 19, 2017).



 


Therefore:


 


		8.2.1.	NHLBI will maintain the confidentiality of IPI of Human Subjects collected under the Clinical Trial and
protect the privacy of each of the individual Human Subjects in the Clinical Trial unless disclosure is required by law. Company will
not have access to any IPI of Human Subjects collected under the Clinical Trial.



 


		8.2.2.	NHLBI may inspect, but not copy, Human Subjects’ medical records that might also include information
not directly connected to this Clinical Trial. However, NHLBI agrees that this information will remain confidential and will not be used
for any purpose other than confirmation of Clinical Trial data.



 






    	 Intramural Clinical Trial Agreement
 
Page 12 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		8.2.3.	NHLBI agrees not to include IPI that could lead to identification of individual Human Subjects in any
release of data, reports or publications related to the Clinical Trial.



 


		8.2.4.	NHLBI agrees not to use IPI about Human Subjects for any purpose not stated in the Protocol without the
consent of Company and local site IRB approval.



 


		8.2.5.	NHLBI and Company agree to comply with the determinations of all IRBs overseeing this research.



 


		8.2.6.	Human Subject specimens or data provided to Company during or after the Clinical Trial will be coded.
Unequivocally, neither IPI nor the key linking coded data or specimens to Human Subjects will be released to Company.



 


		9.	DATA ANALYSIS AND MANAGEMENT, CLINICAL SPECIMENS AND ISOLATES



 


		9.1	NHLBI will be responsible for the data, and scientific reporting of all results/data obtained from the
Clinical Trial at the Clinical Research Site.



 


		9.2	NHLBI will have responsibility for the data management: collection, entry, and quality control edits (with
implied verifications and documentation) and analysis of data obtained from the Clinical Trial in accordance with the Protocol.



 


		9.3	All data obtained from the Clinical Trial will be in the custody of NHLBI. However, NHLBI will not use
the data obtained from the Clinical Trial for purposes of seeking regulatory approval without first obtaining the prior written permission
of the Company.



 


		9.4	Upon completion of the data analyses, NHLBI will authorize transfer to Company a copy of the complete
data analysis set in a machine-readable format to be determined jointly by the Parties. If Company requires that the data be provided
to it in any customized format(s), Company will [...***...] associated with the customized data format(s). When applicable,
compressed raw and intermediate genomics and/or other -omics data will be provided in industry/scientific community accepted data formats
(e.g. FASTQ and/or BAM format for RNA-Sequence transcriptomics studies) at the time of data generation or transfer. Light-weight derived
data such as gene expression values per sample will be provided in SAS format.



 


		9.5	NHLBI is responsible for sending a final Clinical Study Report to Company and the FDA as applicable, according
to specified content within a reasonable time after the dataset is locked.



 


		9.6	Subject to the right of NHLBI to publish the data from this Clinical Trial as set forth in Section 10
(Publications and Press Releases) of this Agreement, Company has the right to utilize the data reports in its possession and all de-identified
data obtained from this Clinical Trial for all legitimate business or regulatory purposes, and NHLBI agrees to promptly provide all such
data to Company in accordance with Section 9.4. NHLBI and Company may provide any information regarding the Clinical Trial to governmental
organizations including, but not limited to, the FDA, and the Securities and Exchange Commission (SEC), for all legitimate public health,
regulatory, or business purposes. Except for information related to regulatory or safety issues or under emergency circumstances where
it is not practicable to do so and to the extent permitted by law, NHLBI will not release information regarding the Clinical Trial to
governmental organizations without prior notification of the release information to the Company.



 






    	 Intramural Clinical Trial Agreement
 
Page 13 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		9.7	For applicable clinical trials, NHLBI will post applicable primary and/or secondary endpoint results within
[...***...] of the last visit for primary and/or secondary end point evaluations. Therefore, data that will be provided by the
Company for primary or secondary outcomes (i.e. immunogenicity analysis) will be provided to NHLBI no later than [...***...]
after the last visit of the last patient evaluated for the primary endpoint.



 


		9.8	Clinical Specimens for Use in Protocol. All clinical specimens and isolates collected under this
Clinical Trial will be and remain in the custody of NHLBI. However, NHLBI will provide Company with clinical specimens and isolates for
analysis as stated in the Protocol. Company agrees to share with NHLBI results derived from the analysis of clinical specimens and isolates.



 


		9.9	Clinical Specimens for Use in Future Research. At the Company’s request, and with the written
approval of the appropriate NHLBI authorizing official, NHLBI will, only when available and as permitted by the Informed Consent Form,
provide Company with some aliquots of clinical specimens, identified only by Clinical Trial subject number and accompanied by related
encoded data for future studies. As stated in Section 8 (Human Subjects Protection) of this Agreement, NHLBI will provide to Company only
encoded data and encoded samples and will not provide the link between the code and the Human Subjects. For clarification purposes, NHLBI
will not provide any IPI to Company. Nothing in this Agreement will be interpreted to transfer ownership to Company.



 


		9.10	Upon completion of the studies involving clinical specimens or upon the termination of this Agreement,
whichever comes first, any unused clinical specimens and data derived from Human Subjects in the Company’s possession will be destroyed
unless NHLBI gives Company directions for disposing of the clinical specimens and data by another means.



 


		10.	PUBLICATIONS and PRESS RELEASES



 


		10.1	Any publications based on the results of the Clinical Trial and originating from NHLBI will conform to
NIH publication policies. Unless requested otherwise by Company, NHLBI will acknowledge Company as the source of the Test Article in any
NHLBI publication resulting from the Clinical Trial.



 


		10.2	Recognizing that employees of either Party may play an important role in the design, analysis, and interpretation
of the findings of the Clinical Trial, each Party will include appropriate individuals from the other Party in the authorship of publications
resulting from the Clinical Trial, in accordance with the generally accepted customs pertaining to authorship.



 


Each Party will provide the other Party
with a copy of any abstract, scientific meeting presentation, or manuscript prior to submission for publication with sufficient time
[Abstracts: [...***...]; Manuscripts: [...***...] for review and comment]. Each Party agrees that,
following the receiving Party’s review of the abstract and/or manuscript for the maximum periods of time specified above, if
no comment is received by the submitting Party, the submitting Party will be free to publish, present or use any Clinical Trial
data. The receiving Party will maintain the proposed publication or public disclosure of the submitting Party as Confidential
Information until publication or public disclosure by the submitting Party.


 






    	 Intramural Clinical Trial Agreement
 
Page 14 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		10.3	If Company requests additional time to file a patent application related to the publication: The publication
or other disclosure may be delayed for up to [...***...], upon written request by either Party as necessary to preserve U.S.
or foreign patent or other intellectual property rights.



 


		10.4	Each Party will provide a copy of any proposed press release to the other Party for review and comment
at least [...***...] in advance of proposed publication. Each Party agrees that, following the receiving Party’s review
of the proposed press release for the maximum periods of time specified above, if no comment is received by the submitting Party, the
submitting Party will be free to publish the press release.



 


		11.	CONFIDENTIAL INFORMATION



 


		11.1	Certificate of Confidentiality Obligations. Any ISI that Company receives from NHLBI is covered
by a CoC and therefore all copies of ISI are immune from the legal process, and will not, without the consent of the Human Subject, be
admissible as evidence or used for any purpose in any action, suit, or other judicial, legislative, or administrative proceeding.



 


Notwithstanding the forgoing, Company
will be permitted to disclose ISI:


 


		(a)	If required by Federal, State, or local laws (e.g., as required by the Federal Food, Drug, and Cosmetic
Act, or state laws requiring the reporting of communicable diseases to State and local health departments), excluding instances of disclosure
in any Federal, State, or local civil, criminal, administrative, legislative, or other proceeding;



 


		(b)	If the consent of the Human Subject to whom the information, document, or biospecimen pertains obtained
by NHLBI allowed for such disclosure.



 


		(c)	Prior to making any permitted disclosures above, Company will ensure that any recipient of ISI protected
by a CoC is aware of its confidential nature and the requirement to comply with the CoC (see https://humansubjects.nih.gov/coc/background).



 


		11.2	Either Party may disclose and/or receive Confidential Information under the terms and conditions of this
Agreement. Each receiving Party will limit its disclosure and use of the disclosing Party’s Confidential Information to the amount
necessary to conduct the Clinical trial, and will place a confidentiality notice on all the Confidential Information. The disclosing Party
will reduce confidential non-written communications to writing within [...***...] of first disclosure. Each Party receiving
Confidential Information agrees that any information so designated will be maintained as Confidential Information in accordance with this
Agreement and used by it only for the purposes of the Clinical Trial. Any Party may object to the designation of information as Confidential
by the other Party.



 






    	 Intramural Clinical Trial Agreement
 
Page 15 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		11.3	Unless expressly provided otherwise, neither Party will disclose, copy, reproduce or otherwise make the
disclosing Party’s Confidential Information available to any other person or entity without the consent of the disclosing Party
unless required by a court or administrative body of competent jurisdiction, the Freedom of Information Act (FOIA), 5 U.S.C. § 552,
45 C.F.R. Part 5, or other applicable laws and/or regulations to disclose the Confidential Information, except that NHLBI may disclose
Company’s Confidential Information to other parties, as required for the conduct of the Clinical Trial for purposes of the Clinical
Trial. NHLBI will request such parties receiving Company’s Confidential Information to maintain the confidentiality of Confidential
Information consistent with the terms of this Agreement.



 


		11.4	Each Party will use the same level of care it uses with its own Confidential Information, but no less
than a reasonable level of care, in maintaining the confidentiality of the other Party’s Confidential Information. While NHLBI will
endeavor to control the distribution of the Protocol document itself, Company acknowledges that some Government documents are available
(with abstracts) to the public under the Freedom of Information Act. In addition, NHLBI requires the posting of information on the ClinicalTrials.gov
registry of clinical studies, available through the NIH Website, consistent with the Food and Drug Administration Amendments Act of 2007,
121 STAT. 823.



 


		11.5	Each Party agrees that the receiving Party is not liable for the disclosure of Confidential Information
which, after notice to and consultation with the disclosing Party, the receiving Party determines may not be lawfully withheld, provided
the disclosing Party has been given an opportunity to seek a court order to enjoin from disclosure.



 


		11.6	Each Party’s obligation to maintain the confidentiality of Confidential Information will expire
at the earlier of the date when the information is no longer Confidential Information as defined above or [...***...] after
the expiration or termination date of this Agreement. Either Party may request an extension to this term when necessary to protect Confidential
Information relating to [...***...].



 


		12.	INTELLECTUAL PROPERTY



 


		12.1	Ownership of any Invention conceived solely or jointly by NHLBI as a consequence of conducting the Clinical
Trial and involving the Test Article, will be determined under U.S. laws pertaining to intellectual property created in the course of
federally funded research. Neither Party acquires by virtue of this Agreement any right, title, nor interest in or to any issued Patents
or pending patent applications owned or controlled by the other Party. Nothing in this Agreement will be construed as granting any license
or obligation to license any intellectual property owned by Company to NHLBI with respect to the Test Article other than the limited right
to use the Test Article for the performance of the Protocol in accordance with the terms of this Agreement.



 


		12.2	NHLBI Intellectual Property.



 


		12.2.1	The Government will retain title to any Patent, pending patent applications or other intellectual property
rights in Inventions conceived solely by NHLBI employees in the course of the clinical research.



 






    	 Intramural Clinical Trial Agreement
 
Page 16 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		12.2.2	NHLBI agrees to notify Company of any NHLBI sole or joint Invention and to disclose it to Company under
an appropriate confidentiality agreement. Company may apply for nonexclusive or exclusive license rights to any such patentable Invention
made by NHLBI employees that might arise during the clinical research and NIH will consider in good faith Company’s application
for a nonexclusive or exclusive license consistent with 37 C.F.R. Part 404. NHLBI does not have the authority to grant present rights
in future NHLBI-owned inventions, however, granting internal-use research licenses is within the mission of NHLBI. NHLBI agrees that if
the Parties enter a Cooperative Research and Development Agreement (CRADA) that relates to the subject matter of this Agreement, it will
include terms to be negotiated then that provide to the Company (i) a non-exclusive, royalty-free, internal-use research license, and
(ii) a first and exclusive option for Company to negotiate for a royalty-bearing exclusive license (or, at Company’s election, non-exclusive
license) to any sole or joint Invention for commercial use, in all cases subject to and consistent with 37 C.F.R. Part 404.



 


		12.3	Company Intellectual Property. Company will retain title to any Patents, pending patent applications,
or other intellectual property rights in Inventions conceived by its employees during the course of the clinical research.



 


		12.4	Joint NHLBI-Company Intellectual Property. NHLBI and Company will have joint intellectual property
rights in Inventions conceived jointly by their employees during the course of the clinical research. Company may apply for an exclusive
license to NHLBI rights in such Inventions in accordance with the 37 CFR 404, which application will be considered in good faith by NHLBI.



 


		13.	FORCE MAJEURE



 


Neither Party will be liable for any
unforeseeable event beyond its reasonable control not caused by the fault or negligence of such Party, which causes such Party to be unable
to perform its obligations under this Agreement, and which it has been unable to overcome by the exercise of due diligence. In the event
of the occurrence of such a force majeure event, the Party unable to perform will promptly notify the other Party. It will further use
its best efforts to resume performance as quickly as possible and will suspend performance only for such period of time as is necessary
as a result of the force majeure event.


 


		14.	LIABILITY, INDEMNIFICATION, INSURANCE & RESEARCH RELATED INJURY



 


		14.1	Liability. In view of the Anti-Deficiency Act, 31 U.S.C § 1341, NHLBI cannot agree to indemnify
Company for its losses. Each Party will be liable for the losses, claims, damages, or liabilities that it incurs as a result of its activities
under this Agreement except that NHLBI, as an agency of the Government, assumes liability only to the extent provided under the Federal
Tort Claims Act, 28 U.S.C. Ch. 171.



 


		14.2	Indemnification.  Company will defend, indemnify and hold harmless NHLBI, and its grantees and
contractors and their respective agents and employees (“Indemnitee(s)”) from any and all liabilities, damages, losses, claims,
action, suits and expenses, including attorneys’ fees and court costs (collectively “Claims”) to the extent caused by
the administration or use of the Test Article in the Clinical Trial. Company’s control over the defense and settlement of any claim
against NHLBI will be subject to the consent of NHLBI and the Department of Justice. The Indemnitee(s) will at all times have the right
to fully participate in the defense of any Claim at their own expense and for their own account. Company’s obligation to so indemnify
Indemnitee(s) will only apply if each of the following conditions is met:



 


		14.2.1	The Claim was not proximately caused by the Indemnitee(s)’ failure to conduct the Clinical Trial
in accordance with the Protocol and this Agreement;



 






    	 Intramural Clinical Trial Agreement
 
Page 17 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		14.2.2	The Claim was not caused by the negligence, recklessness, willful misconduct of any Indemnitee or violation
of law or regulation or breach of this Agreement by NHLBI, provided that any action properly taken by the Indemnitee in compliance with
the Protocol or written instructions from the Company will be deemed, for purposes of this condition, not to be negligent, and provided
further that if a Claim is jointly caused by the negligence of any Indemnitee and the administration or use of the Test Article, then
Company will provide defense and indemnification to the extent the Claim was caused by the administration of the Test Article;



 


		14.2.3	The Claim was not caused by any alteration in or amendment to the Protocol that was not approved in writing
by Company;



 


		14.2.4	The Company is promptly notified of the Claim;



 


		14.2.5	The Company will have the ability to participate jointly with the Department of Justice in the defense
and settlement of the claim, subject to the requirements of 28 U.S.C. 516, 518, and 519;



 


		14.2.6	The Company will have the right to select its own defense counsel to undertake the joint defense and settlement
of the Claim.



 


		14.3	The Company will provide a diligent defense against and/or settlement of any Claims for which defense
and indemnification are provided under this Agreement whether such claims are rightfully or wrongfully made. The Company will have the
right to settle such Claims, at the Company’s sole expense and in the Company’s sole discretion. Indemnitee(s) will fully
cooperate, at the Company’s expense, with the Company and its legal representatives in the investigation and defense of any Claim
for which defense and indemnification are provided under this Agreement.



 


		14.4	Insurance. Company represents and warrants that it will maintain during the term of this Agreement
or the Protocol, whichever is longer, a liability insurance policy or a program of insurance or self-insurance at levels sufficient to
support the indemnification obligations assumed under this Agreement and to cover the costs of medical care required to treat or stabilize
adverse reactions suffered by Human Subjects who received Test Article in accordance with the approved Protocol. Upon request, Company
will provide evidence of its insurance or self-insurance to NHLBI.



 


		14.5	Human Subject Injury or Illness Attributable to the Test Article. Company will pay the reasonable
cost of medical care required by Human Subjects for illness or injury attributable to the Test Article, to the extent such costs are (i)
not covered by the Human Subject’s medical or hospital insurance or by third party or governmental programs providing such coverage,
and (ii) not the result of the Human Subject’s pre-existing abnormal medical condition or underlying disease to the extent that
the Human Subject failed to disclose such pre-existing abnormal medical condition or underlying disease and the pre-existing medical condition
or underlying disease was part of the exclusion criteria, or gross negligence by NHLBI. For purposes of this determination and Company’s
obligation under this Agreement, “attributable” means that the receipt of the Test Article and the Clinical Trial Human Subject’s
illness or injury are reasonably related in time, and the illness or injury is more likely explained by the receipt of the Test Article
than any other cause. The payment or offer of payment of any amount by Company on behalf of a Human Subject or his or her healthcare insurer
or other third party payer under this Section is not an admission of fault or liability by any one or more of (a) the Government or any
agency thereof; or (b) Company, its employees or agents, and any such payment or offer of payment will not be considered a waiver of any
defense or other legal right by any of the foregoing in any legal, administrative or similar proceeding.



 






    	 Intramural Clinical Trial Agreement
 
Page 18 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		14.6	Limitation on Liability. In no event shall Company be liable to NHLBI or any third party for any
special incidental or consequential damages arising out of or relating to this Agreement, or the subject matter hereof, however caused
and whether such claim is based in contract, tort (including negligence and strict liability) or otherwise, even if authorized representative
of Company is advised of the possibility of such damages. Except for Company’s indemnification obligations hereunder, the total,
cumulative liability of Company arising out of or related to this Agreement shall not exceed [...***...] U.S. dollars ($[...***...]).



 


		14.7	Disclaimer. Except as specifically stated in Section 5.5 or in representations or warranties made
elsewhere in this Agreement, the Test Article is provided “AS IS” and “WITH ALL FAULTS”, Company expressly disclaims
any warranties, express or implied, of any kind, including any implied warranties of merchantability, fitness for a particular purpose
or noninfringement of intellectual property rights of third parties.



 


		15.	DISPUTES



 


Any dispute arising under this Agreement
that is not disposed of by Agreement of the Parties will be submitted jointly to the signatories of this Agreement. If the signatories
are unable to jointly resolve the dispute within [...***...] after notification thereof, the dispute will be referred to the
Director of NHLBI (or his/her designee) and an appropriate authorized representative of Company for resolution. If the Director of NHLBI
(or his/her designee) and the authorized representative of Company are unable to jointly resolve the dispute within [...***...],
either Party may pursue any and all administrative or judicial remedies that may be available.


 


		16.	INDEPENDENT CONTRACTORS



 


In the performance of all work under
this Agreement, neither Party is authorized or empowered to act as agent for the other for any purpose and will not, on behalf of the
other Party, enter into any contract, warranty, or representation as to any matter. Neither Party will be bound by the acts of the other
Party.


 


		17.	NON-ENDORSEMENT



 


By entering into this Agreement, NHLBI
does not directly or indirectly endorse any product or service provided, or to be provided, by Company. Company will not in any way state
or imply that this Agreement is an endorsement of those product(s) or service(s) by the Government or any of its organizational units
or employees. However, Company may reference or use publications and reports based on the Clinical Trial for legitimate business and regulatory
purposes.


 






    	 Intramural Clinical Trial Agreement
 
Page 19 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		18.	AMENDMENTS



 


Modifications to this Agreement will
not be effective unless made in writing, as mutually agreed, and signed by a duly authorized representative of each Party.


 


		19.	SURVIVABILITY



 


The provisions of Sections 2 (Clinical
Research Site and Investigators), 3 (Investigational New Drug Application Sponsorship), 4 (FDA Meetings/Communications), 5 (Supply, Distribution,
and Use of Test Article), 8 (Human Subjects Protection), 9 (Data Analysis and Management, Clinical Specimens and Isolates), 10 (Publications
and Press Releases), 11 (Confidential Information), 12 (Intellectual Property), 14 (Liability, Indemnification, Insurance and Research
Related Injury), 17 (Non-Endorsement) and this Section 19 (Survivability); will survive the expiration or earlier termination of this
Agreement.


 


		20.	ENTIRE AGREEMENT AND SEVERABILITY



 


This Agreement constitutes the entire
Agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any prior understanding or written
or oral Agreement. The provisions of this Agreement are severable and, in the event that any provision of this Agreement will be determined
to be invalid or unenforceable under any controlling body of law, such determination will not in any way affect the validity and enforceability
of the remaining provisions of this Agreement.


 


		21.	ASSIGNMENT



 


Neither this Agreement nor any rights
or obligations of any Party hereunder will be assigned or otherwise transferred by either Party without the prior written permission of
the other Party, provided, however, that Company, with prior written notice to NHLBI, may assign this Agreement at any time without the
consent of NHLBI to any Affiliate of Company or to any third party in connection with a sale of all or substantially all of the business
or assets of Company that relate to this Agreement to such third party, provided that the assignee commits to continuing the supply of
the Test Article until completion of the Clinical Trial.


 


		22.	APPLICABLE LAW



 


This Agreement will be construed in
accordance with Federal law as applied by the Federal courts of the District of Columbia.


 


		23.	TERM AND TERMINATION



 


		23.1	Unless terminated sooner in accordance with this Section 23, this Agreement will expire upon receipt of
the final study report by Company.



 






    	 Intramural Clinical Trial Agreement
 
Page 20 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


		23.2	The Parties may terminate this Agreement at any time by mutual written consent.



 


		23.3	Either Party may unilaterally terminate this Agreement at any time by giving written notice at least thirty
(30) calendar days prior to the desired termination date.



 


		23.4	The Parties may agree that this Agreement should be terminated prior to completion of the Protocol. However,
the Protocol will be completed if medically or ethically appropriate. In that event, each enrolled Human Subject will be followed through
the period outlined in the Protocol and Company will supply enough Test Article to complete the Protocol.



 


		23.5	In the event Company elects to terminate its obligations under the terms of this Agreement, due to an
unexpected dissolution, Company must notify NHLBI within at least thirty (30) calendar days of the dissolution; and, provide NHLBI with
the resources necessary to complete the Protocol in addition to the terms of Section 5 above.



 


		24.	NOTICES



 


Any notice or report required under
the terms of this Agreement will be sent to the other Party at the addresses indicated below. Any notice will be deemed to be effective
when delivered to the other Party by courier, registered mail (with return receipt), via facsimile, Portable Document Format (PDF), or
email followed by conformational hard copies when requested.


 


For NHLBI:


	
     

    For legal matters:
	 	Office of Technology Transfer and Development

National Heart, Lung, and Blood Institute

National Institutes of Health

Building 31, Room 4A29, MSC 2479

31 Center Drive

Bethesda, MD 20892-2479
	 	 	 
	For technical/clinical

matters:	 	John F. Tisdale, M.D.

Cellular and Molecular Therapeutics Branch

National Heart, Lung, and Blood Institute

National Institutes of Health

[...***...]

10 Center Drive

Bethesda, MD 20814

[...***...]


For Company:


	
     

    For legal matters:
	 	[...***...]

Jasper Therapeutics, Inc.

2200 Bridge Parkway, Ste. 102

Redwood City, CA 94065

[...***...]
	 	 	 
	For technical/clinical

matters:	 	[...***...]

Jasper Therapeutics, Inc.

2200 Bridge Parkway, Ste. 102

Redwood City, CA 94065


 


SIGNATURES BEGIN ON THE NEXT PAGE


 




    	 Intramural Clinical Trial Agreement
 
Page 21 of 22
	Document Printed February 4, 2021



    Jasper Therapeutics‒NHLBI CTA
 
[...***...]


    

 


This Agreement may be executed in counterparts,
each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute
but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect
as an original.


 


If Company agrees with the terms of this Agreement
for the Clinical Trial in accordance with the Protocol entitled “Phase I and II Study on the Addition of CD117 Antibody to Alemtuzumab,
Low Dose Irradiation, and Sirolimus in Matched Related Donor Transplantation in Beta-Globin Disorders”, please have an authorized
representative sign below.


 


	FOR Nhlbi:
	 
	Duly Authorized:	 	Read and Understood by the NHLBI Investigator:
	/s/ Richard
    Childs	

         

        I hereby
        acknowledge that I have read and understand the terms of this Agreement.

	
    Signature of NHLBI Authorizing Official #1

     
	 	 
	2/11/2021	/s/ John Tisdale__John Tisdale, MD
	Date	Signature of NHLBI Investigator
	 	 	 
	Richard Childs. M.D.	 	 
	Name of NHLBI Authorizing Official #1	02/05/2021
	 	Date
	Clinical Director. DIR. NHLBI	 	 
	Title of NHLBI Authorizing Official #1	 	 
	 
	/s/ Bruce D. Goldstein -S	 	 
	Signature of NHLBI Authorizing Official #2	 	 
	 	 	 
	02.05.2021	 	 
	Date
	 
	Bruce Goldstein, Esq.	 	 
	Name of NHLBI Authorizing Official #2	 	 
	 	 
	Director, Office of Technology Transfer and Development, NHLBI	 	 
	Title of NHLBI Authorizing Official #2	 	 



 


	FOR Company:
	 	 	 
	Duly Authorized:	 	Bill Lis
	 	 	Name of Company’s Authorizing Official
	 	 	 
	/s/ William Lis	 	Chief Executive Officer
	Signature of Company’s Authorizing Official	 	Title of Company’s Authorizing Official
	 	 	 
	2/11/2021                           	 	 
	Date	 	 



 


	
    Intramural Clinical Trial Agreement

     

    Page 22 of 22
	Document Printed February 4, 2021