Exhibit 4.27


 





 


THE SYMBOL “[****]” DENOTES
PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD
LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED


 


Master Development Services Agreement


 


Contract No: 57F4-490B


 


between


 


Famewave Ltd.,


One Azrieli Center, Round Tower


Tel Aviv 6701101


Israel


 


(“Customer”)


 


and


 


Rentschler Biopharma SE


Erwin-Rentschler-Straße 21,


88471 Laupheim,


Germany


 


(“Rentschler”)


 


each called a “Party”, together
the “Parties”.


 


This Agreement is entered into between the
Parties as of August 05, 2019 (the “Effective Date”).


 


		1.	Preamble



 


WHEREAS, Rentschler is a company
with long lasting experience on a worldwidelevel engaged mainly in the field of biopharmaceutical development, service and manufacturing;
and,


 


WHEREAS, Customer is a company
engaged in the field of pharmaceutical research and conduct of clinical trials; and


 


WHEREAS, Rentschler has in the
past provided certain development services in connection with the Product and has agreed to provide certain development services
and the supply of the Product to Customer for clinical demands, subject to the terms and conditions set forth herein.


 






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    	Master Service and Development Agreement	Customer/ Rentschler



    

 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the Parties agree as follows:


 


		2.	Definitions



 


Whenever used in this Agreement with an initial
capital letter, the respective terms shall have the meanings as listed hereinafter.


 


		-	“Affiliate” means, with respect
                                         to a Party, any corporation, company, partnership, joint venture and/or firm which controls,
                                         is controlled by or is under common control with such Party. For the purpose of this
                                         definition “control” means (a) in the case of a corporate entity, direct
                                         or indirect ownership of at least fifty percent (50%) of the stock or shares having the
                                         right to vote for the election of directors, and (b) in the case of a non-corporate entity,
                                         the direct or indirect power to manage, direct or cause the direction of the management
                                         and policies of the non-corporate entity or the power to elect at least fifty percent
                                         (50%) of the members of the governing body of such non-corporate entity.



 


		-	“Agreement” means this Master
                                         Development Services Agreement.



 


		-	“Amendment to a Work Order”
                                         shall have the meaning pursuant to Section 3.6.



 


		-	“Background
                                         IP” shall mean, in relation to a Party, the Intellectual Property and Know-How
                                         (i) owned by or licensed to that Party or any of its Affiliates prior to or as at the
                                         Effective Date, or (ii) following the Effective Date inlicensed by that Party or any
                                         of its Affiliates or which that Party can prove by written evidence was developed by
                                         that Party or any of its Affiliates independently and without access to or use of the
                                         other Party’s Background IP.



 


		-	“Business Day” shall be a
                                         day (not being a Friday, Saturday or Sunday) when banks are open for general business
                                         in Israel, and Laupheim, Germany.



 


		-	“Cellca” means Sartorius Stedim
                                         Cellca GmbH, , Marie-Goeppert-Mayer-Strasse 9, 89081 Ulm, Germany.



 


		-	“Change Offer” shall have
                                         the meaning pursuant to Section 3.6.



 


		-	“Confidential Information”
                                         means all information or data, whether provided in written, oral, graphic, video, computer,
                                         electronic or other form or medium, provided by one Party (the “Disclosing Party”)
                                         to the other Party (the “Receiving Party”). “Confidential Information”
                                         of Customer shall include the documents described in Section 17.1 and the items described
                                         in Section 17.3.



 


		-	“Customer Background IP” shall
                                         mean the Background IP of Customer made or to be made available by Customer to Rentschler
                                         for the purposes of the performance by Rentschler of its obligations under this Agreement.
                                         The master cell bank of the Product shall be part of Customer Background IP.



 


		-	“Customer Improvements” shall
                                         mean any and all improvements, enhancements or modifications (i) made or first reduced
                                         to practice by Rentschler during the performance by Rentschler of its obligations under
                                         this Agreement, or (ii) otherwise arising from the use of Customer Background IP by Rentschler
                                         during the performance by Rentschler of its obligations under this Agreement, in each
                                         case (i) and (ii) relating specifically and exclusively to Customer Background IP.



 






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    	Master Service and Development Agreement	Customer/ Rentschler



    

 


		-	“Customer
                                         Material” means all materials, data and Know-How provided by Customer to Rentschler
                                         necessary for the Services.



 


		-	“Exit Fees” shall have the
                                         meaning as set forth in Section 11.2.



 


		-	“Extranet” means the online
                                         communication platform for exchanging information relevant for the Services as stated
                                         in Section 23.



 


		-	“Facility” means Rentschler ́s
                                         pharmaceutical facility located in Laupheim, Erwin- Rentschler-Strasse 21.



 


		-	“Good Manufacturing Practices”
                                         or “cGMP” means the current good manufacturing practices including EU GMP
                                         Guide, 21 CFR, ICH Q7A, 21 CFR, EU guide and their current official interpretations applicable
                                         to the manufacturing of drug substances



 


		-	“Intellectual Property” means
                                         any inventions, information, results, data, hypotheses, discoveries, developments, Know-How,
                                         production methods, laboratory test results, owned or in the possession of a Party, including,
                                         but not limited to, any patent, copyright, registered design, trademarks, trade secrets,
                                         or other industrial or intellectual property right, including any and all improvements,
                                         enhancements, derivatives and residuals, whether registered or unregistered and applications
                                         for any of the foregoing in any country, and any other intellectual property rights.



 


		-	“Know-How” shall mean any
                                         information or material, whether proprietary or not or whether patentable or copyrightable
                                         or not, which is not in the public domain including, inventions, discoveries, data, formulae,
                                         specifications, data analysis, developments, techniques, materials, processes, procedures
                                         of manufacture, compositions of matter or methods of use and trade secrets.



 


		-	“Leukocare” means Rentschler’s
                                         strategic partner Leucocare AG, Am Klopferspitz 19, 82152 Martinsried/Munich, Germany.



 


		-	“Conform”, “Conformed”
                                         and “Conforming” shall, when used in reference to a Product and/or Service,
                                         mean a Product and/or Service manufactured and supplied in accordance with applicable
                                         law, the terms of the relevant confirmed Work Order, the specifications, the terms of
                                         the Quality Agreement, including cGMP (if applicable).



 


		-	“Product” means the product
                                         manufactured by the Services and dispatched for delivery by Rentschler.



 


		-	“Quality Agreement” shall
                                         have the meaning pursuant to Section 3.3.



 


		-	“Release”
                                         or “Released” shall mean with respect to a batch of a Product, the release
                                         of the Product by Rentschler’s qualified person arising from such batch to Customer
                                         in accordance with the terms of the Quality Agreement.



 


		-	“Representatives” has the
                                         meaning as set forth in Section 6.



 


		-	“Services” means the development
                                         work, manufacturing and delivery of the Product to the Customer and any further analytical
                                         services provided by Rentschler under the terms of this Agreement due to the respective
                                         Work Order.



 






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    	Master Service and Development Agreement	Customer/ Rentschler



    

 


		-	“Rentschler Background IP”
                                         means the Background IP of Rentschler and its Affiliates, used for the purposes of the
                                         performance of its obligations under this Agreement, including for the process development,
                                         manufacture of the Product as well as regulatory and quality support pursuant to this
                                         Agreement.



 


		-	“Work Order” shall mean a
                                         written statement of the Services to be performed by Rentschler under this Agreement,
                                         which has been executed by both Parties and includes, without limitation, the project
                                         specifications, scope and schedule, descriptions of the Services and Rentschler compensation.



 


		-	“Work Results” shall mean
                                         any and all raw data, test or validation results, methods, records, reports and other
                                         information generated through or in connection with the performance of the Services which
                                         (i) are defined as deliverables in the respective Work Order and/or (ii) relate to the
                                         Customer Materials, the Product, the API or any intermediates, or the manufacturing process
                                         for the Product.



 


		3.	Scope
                                         of Services



 


		3.1.	Rentschler shall provide the Services
                                         as more particularly described in a Work Order. Each Work Order is hereby incorporated
                                         by reference in this Agreement. Each Work Order shall (i) reference this Agreement and
                                         be governed by and subject to the terms of this Agreement, including all schedules and
                                         documents incorporated by reference herein; (ii) describe all of the Services that Rentschler
                                         is required to provide to Customer thereunder; and (iii) describe the fees and expenses,
                                         if any, for the Services being provided thereunder. Rentschler shall not be obliged to
                                         begin work on any Services without a fully executed Work Order.



 


		3.2.	The overall objective of this Agreement
                                         is to govern the terms and conditions pursuant to which Rentschler will provide the Services
                                         to the Customer for the clinical or medical investigational purposes. Rentschler is obliged
                                         to provide the Services in accordance with the terms of this Agreement, the respective
                                         Work Order and applicable law and regulations, including cGMP.



 


		3.3.	The pharmaceutical aspects of the Services
                                         and the division of responsibilities between the Parties in relation to such Services
                                         are regulated in a separate quality agreement (“Quality Agreement”)
                                         between the Parties, which is attached hereto as Schedule A and incorporated herein by
                                         reference. In case there are any contradictions or inconsistencies between this Agreement
                                         and the Quality Agreement, this Agreement and the Work Order shall prevail in matters
                                         that are not related to cGMP. For the avoidance of doubt, aspects and terms of delivery
                                         stipulated by and addressed in INCOTERMS shall be deemed to be non-pharmaceutical aspects
                                         and shall therefore be stipulated in accordance with this Agreement or the Work Order
                                         at all times. In case of inconsistencies between this Agreement and the Work Order, this
                                         Agreement shall prevail unless expressly provided otherwise for in the Work Order.



 


		3.4.	Based on the information and material
                                         provided by Customer, Rentschler will quote Services to Customer by Work Orders referring
                                         to this Agreement. In case of inconsistencies between this Agreement and a Work Order
                                         referring to it and unless expressly specified otherwise in writing, the terms of this
                                         Agreement shall prevail.



 


		3.5.	For information purposes only on a
                                         calendar quarterly basis, upon request by Rentschler, Customer shall provide Rentschler
                                         with a written forecast of expected capacity requirements over at least the next eighteen
                                         (18) months for additional Services relating to Products (“Forecast”).



 






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    	Master Service and Development Agreement	Customer/ Rentschler



    

 


		3.6.	Any change in the terms of a Work Order
                                         will require a written amendment or change order to the respective Work Order mutually
                                         agreed upon and executed by duly authorized representatives of both Parties (an “Amendment
                                         to a Work Order”). Each Amendment to a Work Order will set forth the requested
                                         changes to the applicable task, responsibility, duty, budget, timeline or other matters
                                         that will become effective upon the execution of the Amendment to a Work Order by both
                                         Parties. Upon a change request by Customer, Rentschler will produce an offer (the “Change
                                         Offer”) encompassing the requested changes to the respective Work Order, if
                                         and to the extent commercially and technically feasible, in due course. The terms of
                                         such Change Offer shall become a binding part of the respective Work Order upon mutual
                                         execution of such Change Offer. In case the Customer rejects the Change offer, Rentschler
                                         will continue to perform the Services as set out in the respective (unchanged) Work Order.



 


		4.	Customer
                                         Obligations



 


		4.1.	Customer is responsible



 


		-	to provide complete and accurate
                                         requirements to define the scope of the Services,



 


		-	to provide Rentschler with complete
                                         and accurate information and sufficient material necessary to perform the Services if
                                         so defined in a Work Order,



 


		-	to perform such other obligations
                                         as Rentschler may reasonably request from time to time and for the suitability of the
                                         provided materials and information mentioned above for the Services,



 


		-	to reasonably cooperate with Rentschler
                                         for the successful completion of the Services,



 


		-	if a Work Order contains a delivery
                                         of Product, provide Rentschler in writing, no later than twenty-one (21) days prior to
                                         the first requested delivery date with all necessary details and instructions as to the
                                         packaging of the Product, whereby any special packing requirements shall be documented
                                         in writing in a separate document between the Parties and require Rentschler’s
                                         confirmation to have effect.



 


		4.2.	Rentschler agrees to cooperate fully
                                         and to take all additional actions that may be necessary or appropriate to define the
                                         scope of the Services and to perform the Services if so defined in a Work Order.



 


		4.3.	Customer shall make all materials to
                                         be supplied by it in accordance with a Work Order (the “Customer Materials”)
                                         and all required information available to Rentschler DDP Facility (Incoterms 2010). Customer
                                         will inform Rentschler ́s incoming goods department ([****])
                                         and the Project Manager of any delivery to be made at least three (3) Business Days before
                                         any such delivery to Rentschler is initiated.



 


		4.4.	In case that Customer provides cell
                                         substrates, cell lines or cell banks, Customer provides only aliquots to Rentschler and
                                         safeguards that the primary seed lot, master cell bank or working cell bank as applicable
                                         is stored safely in another place. Customer confirms that it will provide all safety
                                         data and information available that are relevant for Rentschler’s safety requirements.



 






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		5.	Professional
                                         Services, cGMP, Quality Agreement



 


		5.1.	Rentschler will render the Services
                                         in a professional and workmanlike manner in accordance with recognized industry standards.
                                         Additionally, rendering the Services under this Agreement shall comply with all applicable
                                         laws and regulations, as amended and in force from time to time, including but not limited
                                         to cGMP as defined above and in the relevant version at any one time, in particular as
                                         regulated under the EU GMP Guidelines and under Title 21, Parts 210 and 211 of the Code
                                         of Federal Regulations of the United States of America (the “Regulatory Provisions”).



 


		5.2.	Rentschler is obliged to manufacture
                                         and supply to Customer in accordance with the terms of this Agreement in line with the
                                         responsibilities as set out in the Quality Agreement, which shall become an integral
                                         part of this Agreement, for human use to conduct clinical trials. In the event of a conflict
                                         between the Quality Agreement and this Agreement concerning compliance with cGMP, the
                                         provisions of the Quality Agreement shall prevail.



 


		5.3.	If Customer requests Rentschler to
                                         comply with GMP as regulated under other jurisdictions, Customer will provide Rentschler
                                         with information required to comply with such GMP rules before Rentschler has submitted
                                         its offer to the respective Work Order and the Parties will mutually agree if and how
                                         the additional requirement can be met.



 


		5.4.	Customer knows and accepts that the
                                         applied methods, the instructions and/or the processes developed accordingly for the
                                         Services or for parts of the Services might not yet be tried and tested, especially the
                                         processes not validated according to cGMP, and that hence the anticipated results cannot
                                         reliably be predicted. Accordingly, the Parties agree that the results, milestones and
                                         timelines are best assumptions of the Parties and that Rentschler shall not be liable
                                         for failing to achieve any results, milestones or timelines, unless the respective result,
                                         milestone or timeline was expressly agreed as binding. Especially, there is no claim
                                         for products before these will be released by Rentschler’s qualified person.



 


		5.5.	When reasonably required by Rentschler,
                                         Customer shall make available to Rentschler, on terms compliant with German law and outside
                                         the scope of application of the Arbeitnehmerüberlassungsgesetz (AÜG), suitably
                                         skilled, educated and technical employees or representatives with knowledge of Customer
                                         Material and/or the Services for the purpose of facilitating and assisting the technology
                                         transfer to Rentschler to enable Rentschler to perform the Services hereunder. Customer
                                         shall ensure that such employees or representatives will be under a burden of confidentiality
                                         and shall comply with the rules at the Facility with regard to health and safety, cGMP
                                         and confidentiality.



 


		5.6.	Rentschler can deploy testing laboratories
                                         in the Services as listed in the Quality Agreement.



 


To the extent
that Rentschler has entered into purchase agreements with third party suppliers for materials which are to be used in connection
with the performance of the Services and such third parties fail to deliver the materials in the correct quantity and/or quality
as agreed with Rentschler and such default in the delivery causes Rentschler to default on its obligations under this Agreement,
then Rentschler shall not be liable towards Customer for such default but will be responsible to make business reasonable adjustment
to the Service timeline to fulfill the Service in a Work Order as close as possible to the timeline in the Work Order.


 






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		6.	Steering
                                         Committee



 


		6.1.	The Parties shall establish a Steering
                                         Committee consisting of four (4) members (“Committee Members”). Each Party
                                         will nominate two (2) Committee Members.



 


		6.2.	The Steering Committee may meet in
                                         person or by telephone. Either Party may replace its Committee Members by notice to the
                                         other Party. The Committee Members shall be appropriately qualified and experienced in
                                         order to make a meaningful contribution to the Steering Committee meetings.



 


		6.3.	The purpose of the Steering Committee
                                         is to



 


		(i)	establish and maintain an effective
                                         and efficient collaboration between the Parties;



 


		(ii)	oversee the joint working team’s
                                         performance in business review meetings particularly as it refers to withstanding the
                                         planned milestones and resolving any issues that may have occurred during the performance
                                         of the Work Order;



 


		(iii)	evaluate in good faith and ratify
                                         any technical, business process and / or quality improvements proposed by the joint working
                                         team;



 


		(iv)	act as escalation body for issue
                                         resolution;



 


		(v)	resolve any other topics assigned
                                         to it in compliance with this Agreement or following the mutual decision of the Parties.



 


		6.4.	The Steering Committee shall meet at
                                         such times as the Steering Committee determines reasonably necessary to monitor the progress
                                         of the Services and issues arising therefrom. The Steering Committee shall conduct its
                                         discussions in good faith with a view to operating to the mutual benefit of the Parties.



 


		6.5.	The agenda (including, any pre-read
                                         material) shall be distributed to the participants latest five (5) Business Days prior
                                         to the meeting if practicable. In addition to any other topics to be discussed in the
                                         agenda of the relevant meeting, the following matters shall be invariably discussed during
                                         the meetings of the Steering Committee:



 


		(i)	decisions requested from the Steering
                                         Committee;



 


		(ii)	performance review of the joint
                                         working team;



 


		(iii)	risk evaluation and associated
                                         risk mitigation projects;



 


		(iv)	review of safety stock status;



 


		(v)	review status of past meeting
                                         action items.



 






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		6.6.	All decisions of the Steering Committee
                                         shall be made in good faith in the best interests of this Agreement and require a unanimous
                                         vote. In the event that the Steering Committee is unable to reach a decision on any matter
                                         after good faith attempts to resolve such disagreement in a commercially reasonable fashion
                                         and in any event if the Steering Committee is unable to decide within five (5) Business
                                         Days, then such matter should be referred to the executive leadership of both Parties,
                                         who together shall use reasonable and good faith efforts to reach a decision by consensus
                                         within ten (10) Business Days after such matter is referred to them.



 


		6.7.	If the executive leadership does not
                                         reach consensus in accordance with the timeline set forth in Section 6.6, either Party
                                         may commence dispute resolution proceedings in accordance with the relevant provisions
                                         set out in this Agreement.



 


		7.	Delivery,
                                         Supply Chain and Defective Product



 


		7.1.	In case the Work Order encompasses
                                         the delivery of Product, the place of delivery shall be the Facility. Delivery shall
                                         be made FCA Facility (Incoterms 2010). Rentschler will notify Customers in accordance
                                         with the respective Work Order if the Product is ready for dispatch by prior written
                                         dispatch notice. In case Customer has special packing requests, Customer shall inform
                                         Rentschler about such special packing requirements in a timely manner. If agreed between
                                         the Parties such special packing requirements shall be documented in writing in the Work
                                         Order or a separate document between the Parties. Such document shall become part of
                                         this Agreement.



 


		7.2.	Upon Customer’s request Rentschler
                                         will assist Customer or Customer’s nominated transportation agent to arrange transportation
                                         of Products in the name of Customer from or to the production site.



 


		7.3.	Customer shall inform Rentschler ́s
                                         department responsible for income inspections ([****])
                                         and the project manager of any delivery to be made at least three (3) Business Days before
                                         any such delivery to Rentschler is initiated.



 


		7.4.	Customer confirms that it will provide
                                         all safety data and information available that are relevant for Rentschler’s safety
                                         requirements. Customer safeguards that the Customer Material will not be contaminated
                                         and will not have hazardous properties except as disclosed in such safety data and information
                                         from Customer. Additionally, Customer will provide Rentschler with any further data coming
                                         to Customer’s knowledge regarding the safety of Customer Materials. Such data and
                                         information provided by Customer will constitute Confidential Information of Customer
                                         and be subject to confidentiality under Section 18.



 


		7.5.	If Customer provides Customer Material
                                         to Rentschler, such material remains in Customer’s property until it is used for
                                         the performance of the Services specified in the respective Work Order. Rentschler shall
                                         keep the Customer Material in confidence at the Facility and use the Customer Material
                                         solely for performing the Services pursuant to this Agreement and/or the respective Work
                                         Order. Rentschler shall not disclose or transfer any Customer Material to anyone who
                                         is not an employee or approved subcontractor of Rentschler assigned to perform activities
                                         in connection with the Services. Rentschler shall not attempt to reverse engineer any
                                         such Customer Material or perform any testing to determine the chemical structure, molecular
                                         composition, or make-up of the Customer Material, or make any derivatives or alternative
                                         forms of the Customer Material, except as provided in this Agreement and/or the respective
                                         Work Order. Rentschler will return to Customer any Customer Material which is not or
                                         not fully used after the completion of the services FCA Facility (Incoterms 2010).



 






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		7.6.	Customer shall examine the Products
                                         manufactured and delivered without undue delay for compliance with the specifications,
                                         identity with the Products ordered under the respective Work Order, transport damages
                                         or any other defect. Customer shall notify Rentschler in writing (indicating purchase
                                         order number and batch description) of any failure of the Product to conform to specifications
                                         or other terms and regulations set out in this Agreement within thirty (30) Business
                                         Days after the notice of dispatch for the delivery. In the event that Customer has not
                                         notified Rentschler of any defect within thirty (30) Business Days, the respective Product
                                         shall be deemed accepted and Customer cannot claim any of the remedies for defects set
                                         forth in Section 12, except for such defects which could upon such visual inspection
                                         not be detected (such as, for example, quality issues, non-compliance with cGMP) (those
                                         Defects not detectable upon visual inspection collectively “Hidden Defects”).
                                         Customer shall have twelve (12) months from the date of receipt of a delivered Product
                                         to inspect and reject such Product as defect due to Hidden Defects, by written notice
                                         thereof to Rentschler not later than thirty (30) days after its discovery of the defect,
                                         indicating purchase order number and batch description. If Customer fails to reject Products
                                         for Hidden Defects within such twelve 12-months period, Customer shall be deemed to have
                                         accepted such Products. The Parties shall work together and cooperate to settle such
                                         claims on the quality of the Product in the most appropriate manner from time to time
                                         and as amicably as possible.



 


		7.7.	In the event of any disagreement between
                                         Rentschler and Customer as to whether or not any Product is a Non-Conforming Product
                                         and/or other non-conformance of Services, the Parties shall use good faith efforts to
                                         reach an amicable resolution of such disagreement. In the event that a resolution cannot
                                         be reached within thirty (30) days from the date of Customer’s rejection, and at
                                         the request of either Party, the Parties shall appoint a mutually acceptable independent
                                         reputable laboratory or expert with expertise and experience in the relevant field who
                                         shall act as an expert and not as an arbitrator (a “Lab”), to ascertain whether
                                         such Product and/or Services are Non-Conforming or not and the cause of any non-conformity
                                         (if applicable). The determination and findings of the Lab shall be limited to fact findings
                                         (no legal analysis) and shall be provided to the Parties within thirty (30) days and
                                         shall be final and binding on the Parties and non-appealable, absent fraud or manifest
                                         error. The Parties shall ensure that the Lab is bound to the Parties by obligations of
                                         confidentiality no less exacting than those applying between the Parties. The Parties
                                         shall assist each other and provide all reasonably required information and execute documents
                                         reasonably required by the Lab to enable it to determine whether the Product and/or Services
                                         are conforming and the cause of any non-conformity as afore-said. The costs of the Lab
                                         shall be borne by the Party hereunder determined by the Lab to be the non-prevailing
                                         Party in such disagreement. If the Lab cannot make a determination regarding the non-conformity
                                         complained about, then the Customer shall bear the Lab’s costs and expenses.



 


		7.8.	Product shall be delivered to Customer
                                         on a mutually agreed date and following Rentschler’s notice period, Customer has
                                         to pick up the Product within the agreed period. In the case that such period will be
                                         exceeded by an additional period of five (5) days, the Product will be stored at Rentschler ́s
                                         dedicated customer stock (“the Extended Storage”). The costs of the Extended
                                         Storage shall be borne by Customer according to Section 10.4. Parties will mutually agree
                                         upon terms and conditions regarding the duration and scope of the Extended Storage.



 






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		7.9.	In the case where Customer requests
                                         Rentschler to support in the import of any pharmaceutical goods (API, Drug Substance
                                         or other chemicals) and Rentschler follows such assistance by taking over any incoming
                                         inspection, OP testing or other services, Rentschler shall not bear any costs, responsibility
                                         or liability for such support which will be done in the name and on behalf of the Customer.
                                         Customer will indemnify Rentschler for any costs or expenses caused by such services.



 


		8.	Quarantine
                                         Production and Quarantine Shipment



 


		8.1.	If Rentschler receives materials (especially
                                         active pharmaceutical ingredients) that are required for the performance of the Services
                                         and that were not released and/or were delivered without a complete certificate of release,
                                         Rentschler will inform Customer hereof. Upon written request by Customer, Parties may
                                         agree on a quarantine production. In this case, Rentschler conducts a preliminary analysis
                                         (identity, sterility and BSE/TSE) of the materials and uses the materials in the manufacture
                                         before their complete release.



 


		8.2.	In urgent cases, Customer may request
                                         Rentschler for a quarantine shipment before the respective Products have been released
                                         and approved by Rentschler’s qualified person according to the Quality Agreement.
                                         The request must be made in writing. Customer assumes all risks, responsibilities and
                                         costs associated with a quarantine shipment or quarantine production except for cases
                                         of Rentschler’s gross negligence or willful misconduct.



 


		8.3.	Customer assumes all risks, responsibilities
                                         and costs associated with a quarantine shipment or quarantine production.



 


		9.	Audits
                                         and Inspections



 


		9.1.	Customer has the right to audit and
                                         may inspect the Facility, equipment, materials and Records by competent authorities (including
                                         the FDA, EMA and any other regulatory authority) as required by cGMP or otherwise to
                                         confirm compliance with this Agreement and Regulatory Provisions (including making copies
                                         of any Records).



 


		9.2.	Customer will request an appointment
                                         for regular audits with Rentschler at the latest six (6) months prior to the agreed date,
                                         the scope, fees and further details as the case may be. Customer’s first audit
                                         will be agreed upon in advance.



 


		9.3.	Rentschler will, without undue delay,
                                         allow for-cause audits in the case if Customer’s Product or patient safety might
                                         be affected, or as otherwise may be required by a governmental or regulatory agency.



 


		9.4.	In case defective Services have been
                                         rendered or defects or contaminations as to Product produced by Rentschler has occurred,
                                         audits may be performed by Customer and/or its representatives and designees upon fourteen
                                         (14) days prior request. Rentschler shall make the relevant employees and other personnel
                                         involved in the performance of Services under this Agreement (including of its Affiliates
                                         and subcontractors) available, within reasonable business hours and depending on their
                                         general availability, for the purpose of any Customer audit and regulatory inspections.



 


		9.5.	Rentschler shall promptly inform Customer
                                         in writing of any regulatory inspection or audit that is related to or may otherwise
                                         affect the manufacture of the Product, and/or Rentschler’s performance under this
                                         Agreement, within five (5) Business Days of obtaining knowledge thereof, or immediately
                                         in case of an unannounced inspection. Rentschler shall facilitate Customer’s presence
                                         at and participation in any regulatory inspection or audit, all to the extent not prohibited
                                         under applicable law or by the relevant regulatory authority. To the extent legally permissible,
                                         Rentschler shall provide Customer with a copy of any report or other written communication
                                         received from or provided to any regulatory authority if applicable to the Services,
                                         the Product, and/or the facilities used to manufacture the Product and Customer shall
                                         have the right to comment on any response that directly relates to the Product and/or
                                         the Services before submission. In the event that the inspection or audit reveals that
                                         Rentschler is not in compliance with Regulatory Provisions, Rentschler shall, at its
                                         expense, use its best efforts to cure such non-compliance promptly, provided that such
                                         noncompliance is based on negligence or intent on Rentschler’s end.



 






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		10.	Fees



 


		10.1.	The fees for the Services (the “Fees”)
                                         are (i) shown in Rentschler’s Work Order referring to this Agreement and bindingly
                                         agreed upon commissioning the Work Order by Customer; or (ii) set forth in an invoice
                                         in case the fees are charged on a time and material basis in accordance with Sections
                                         10.2 and 10.3.



 


		10.2.	If, for any reason, Rentschler provides
                                         services which were requested by Customer without any Work Order in place governing such
                                         services, fees will be charged on a time and material basis to the then applicable Rentschler
                                         hourly rates.



 


		10.3.	The Fees do not include value-added
                                         tax (VAT) and will be indicated separately. The Fees are exclusive of costs for materials
                                         provided by Rentschler and for external services. In respect of those costs Rentschler
                                         has provided an estimate in the respective Work Order, but the final payment in respect
                                         of the same will depend on the real expense, subject to the quantity used or the scope
                                         of the external services and any changes in market price. Customer will reimburse the
                                         costs for materials along with a [****]percent
                                         ([****]%) handling fee and the costs for
                                         external services without handling fee.



 


		10.4.	The materials will be stored appropriately
                                         according to cGMP and in as many storage bins as reasonably required. Rentschler will
                                         invoice Customer per used storage unit at the end of each quarter. One storage unit is
                                         defined as one palette, one shelf, one storing position and/or one freezing compartment.
                                         The storage prices are as follows unless otherwise agreed in a Work Order:



 


	 	Storage
    Area	 	Storage
    Conditions	 	Price
    per storage unit and calendar quarter
	 	 	 	 	 	 
	 	High rack warehouse	 	15 – 25 °C	 	€ [****]
	 	Cooling warehouse	 	2 – 8 °C	 	€ [****]
	 	Freezing warehouse	 	– 20 °C	 	€ [****]
	 	Deep freezer	 	– 70 °C	 	€ [****]0
	 	Cell bank storage	 	N2 vapour phase	 	€ [****]




 


		10.5.	Rentschler can adjust the storage
                                         prices annually on each 1st April according to the percentage increase of
                                         the consumer price index of the preceding year. If Rentschler chooses not to adjust the
                                         price for one or more years (“Period”), Rentschler may adjust the price on
                                         the respective next 1st April as if Rentschler had made use of its right to
                                         adjust the price each year during the Period except that prices agreed to in a Work Order
                                         cannot be changed for the scope agreed in the Work Order, unless otherwise provided for
                                         in such Work Order.



 






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		10.6.	One audit of one day and two auditors
                                         is inclusive in the Fees, even if not mentioned in an Work Order. Further audits or audits
                                         of another scope are charged according to Section 10.2.



 


		10.7.	The invoices are issued according
                                         to the payment plan in the respective Work Order. All payments by Customer to Rentschler
                                         shall be made in Euros within thirty (30) days after having received the invoice for
                                         the respective Services via bank wire transfer to a bank named by Rentschler. If any
                                         invoice properly issued by Rentschler to the Customer is not settled by Customer on or
                                         before the respective due date, any unpaid overdue amount shall bear interest at a rate
                                         equal to nine (9) percentage points above the basic interest rate (Basiszins) of the
                                         European Central Bank p.a.



 


		10.8.	A claim that delivered Products are
                                         Non-Conforming shall not entitle Customer to withhold or set off payments due for delivered
                                         Products and/or for subsequent deliveries of Products. If delivered Products are Non-Conforming,
                                         Section 7.6. and 7.7. and Section 12 shall apply.



 


		10.9.	Rentschler may adjust the Fees annually
                                         on each 1st April (“Fee Adjustment Date”) except that Fees agreed
                                         to in a Work Order cannot be changed for the Services provided in this Work Order, unless
                                         otherwise provided for in such Work Order. The increase shall be calculated as follows:



 


Average value
calculated with the following two values (“Single Fee Adjustment”):


 


		(a)	Annual average of the German consumer
                                         price index (Basis 2010 = 100) published by the Statistisches Bundesamt (Federal Statistical
                                         Office) for the year immediately before the price adjustment and



 


		(b)	value of the wage increase agreed
                                         in the respective wage agreement “Chemical” public wages published by the
                                         (IGBCE Union) for the year immediately before the price adjustment.



 


Rentschler
shall have the right to catch up Fee adjustments not implemented in previous years at every following Fee Adjustment Date (“Cumulated
Service Fee Adjustment”). For the avoidance of doubt, any Single Fee Adjustment or Cumulated Fee Adjustment shall not increase
Service Fee more than [****] percent ([****]%)
per year.


 


		11.	Reservation,
                                         Cancellation and Exit Fees



 


		11.1.	Work Orders referring to this Agreement
                                         and containing services of upstream processing, during which proteins are produced by
                                         cells genetically engineered to contain the human gene which will express the protein
                                         of interest (“USP Services”) and/or downstream processing, during which the
                                         produced proteins are isolated and purified (“DSP Services”) contain also
                                         a binding reservation of the respective cGMP Facility for the dates as indicated in the
                                         respective Work Order (the “USP/DSP Reservation”), to be accepted by Customer
                                         together with the Work Order. If the dates or timelines in the Work Order are changed
                                         by mutual agreement of the Parties in writing (telefax,
                                         e-mail or other modern form of written communication sufficient), the USP/DSP Reservation
                                         will be changed accordingly.



 






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		11.2.	If Customer cancels the USP/DSP Reservation,
                                         the exit fee is as follows:



 


	 	Cancellation
    period prior to the beginning of the USP/DSP Reservation	 	Exit
    Fee (percentage of total fees for the USP Services and/or the DSP Services)
	 	More than 12 months	 	[****]
	 	12 – 10 months	 	[****]
	 	9 – 7 months	 	[****]
	 	6 months and less	 	[****]


 


Notwithstanding
the foregoing, Rentschler will use reasonable commercial efforts to allocate the reserved production capacity of the above mentioned
USP/DSP Reservation to other customers’ orders. In the event such allocation is not successful, the above Exit Fees will
be paid according to the planned payment dates. 


 


[****] 


[****]




 


		11.3	In any other event and notwithstanding
                                         Sections 11.1 to 11.2, if Customer cancels a Work Order, Customer shall reimburse Rentschler’s
                                         expenses, in particular, but not limited to, materials purchased and binding orders placed
                                         or capacity reserved with subcontractors plus a handling fee amounting to [****]
                                         percent ([****]%) of such expenses.
                                         In addition, Customer shall pay the Fees agreed upon in relation to the Work Order on
                                         a pro rata basis based on Rentschler’s binding assessment of the progress of such
                                         Work Order.



 


		12.	Default
                                         of Services



 


		12.1.	In case the Services do not conform
                                         to the terms of this Agreement, the Quality Agreement and/or the Work Order, including
                                         in the event of a Non-Conforming Product, if Rentschler performs a severe and uncured
                                         default or in delay in the Services, and such non-conformance was not the result of factors
                                         that are outside of Rentschler’s reasonable control and without its fault, Rentschler
                                         will repeat the Services free of charge as soon as reasonably possible considering Rentschler’s
                                         pre-existing obligations and commercial commitments to third parties. Rentschler shall
                                         ensure that such amounts of Product manufactured under any Work Order are delivered to
                                         Customer in accordance with the timelines specified in the Work Order. Rentschler shall
                                         notify Customer promptly in writing, if it has reason to believe that it will be unable
                                         to fulfil all or part of a Work Order, and/or of any delay in meeting the specified delivery
                                         date (as the case may be) (a “Supply Failure”) together with estimate of
                                         the dates for delivery of the Product, if available. In such event the Parties shall
                                         determine a reasonable course of action (including revised timelines) to rectify the
                                         matter as soon as possible. Customer’s further remedies under the applicable statutory
                                         law for the delivery of Non-Conforming Product or Non-Conforming Services, for delayed
                                         delivery or non-delivery shall remain unaffected.



 






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		12.2.	Unless otherwise agreed by the Parties,
                                         Customer will promptly return any Non-Conforming Product and/or Non-Conforming Service
                                         results to Rentschler, or if so directed by Rentschler, will dispose of the same at Rentschler’s
                                         expense.



 


		13.	Limitation
                                         of Liability



 


		13.1.	This Section does not apply to the
                                         Parties’ liability for cases of intentionally wrongful acts or mandatory law.



 


		13.2.	Rentschler’s liabilities for
                                         punitive or exemplary damages, for loss of profit, indirect or consequential damages
                                         are excluded.



 


		13.3.	Rentschler’s overall liability
                                         arising out of or in connection with this Agreement, whether in contract or tort, statutory
                                         or otherwise, is limited to one hundred percent (100%) of the total Fees paid under the
                                         respective work package of the respective Work Order under which the claim occurred.
                                         This limitation shall apply also to indemnifications, product recall and reimbursement
                                         claims and other losses except for Product Liability where Rentschler’s limitation
                                         is capped to the respective insurance policy coverage limits established by the insurance
                                         carrier in the particular case of liability (Section 13.5).



 


		13.4.	Customer’s claims against Rentschler
                                         become time-barred after one year after the delivery of the respective Products or Services
                                         except for Product Liability and indemnification claims, where the German statutory limitation
                                         period shall apply.



 


		13.5.	Rentschler has obtained the liability
                                         insurance coverage evidenced in the certificate of insurance attached to this Agreement
                                         as Schedule C (Certificate of Rentschler’s insurance) and which shall be maintained
                                         during the duration of the Agreement and until any and all claims hereunder have become
                                         time-barred. In case of damage (including third parties), the insurance policy coverage
                                         is to be replenished without undue delay to prevent a reduction of the coverage amount.
                                         Both Customer and the insurer are to be notified of damage claims without undue delay.



 


Prior to the
commencement of the clinical trial, Customer shall obtain and/or maintain during the term of the clinical trial a clinical trial
insurance in accordance to the local regulation in the territory where the trial will take place. Upon request by Rentschler,
Customer will submit an insurance certificate. Notwithstanding the above, Customer reserves the right to seek higher insurance
limits and/or additional forms of insurance to take into account the nature of the services provided under this Agreement. Customer
shall be solely responsible in accordance with applicable laws for the reporting to the regulatory authorities of any complaints
and product recalls relating to Product in clinical trials. In any case of potential Product recall or request by authorities
to do so, Parties have to set up and agree upon appropriate measures to match Customers need to adhere to any mandatory, regulatory
recall.


 






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		14.	Indemnification



 


		14.1.	In all cases except to the extent
                                         such damages give rise to an indemnification claim by Rentschler as per below, Rentschler
                                         shall indemnify, defend and hold Customer, its affiliates and their respective officers,
                                         directors, employees and agents (each, a “Customer Indemnified Party”) harmless
                                         from and against any and all claims, liabilities, lawsuits, threats of lawsuits or other
                                         governmental action, costs, expenses or losses suffered, incurred or sustained by any
                                         Customer Indemnified Party (including reasonable attorneys’ fees and court costs),
                                         by reason of any claim or proceeding brought by a third party (collectively, “Losses”)
                                         to the extent arising out of or resulting from:



 


		(a)	Rentschler’s breach of this
                                         Agreement or of any representation, undertaking or warranty made by Rentschler to Customer
                                         under this Agreement;



 


		(b)	any losses arising out of the
                                         operation or ownership of the facilities of Rentschler, the facilities of any Affiliate
                                         of Rentschler, or the facilities of any subcontractor of Rentschler or such subcontractor’s
                                         Affiliates (including, without limitation, death of or injury to any person and damage
                                         to any real or personal property);



 


		(c)	any negligent or intentional act
                                         or omission or misconduct on the part of Rentschler, affiliates of Rentschler, subcontractors
                                         of Rentschler, or its or their respective employees or agents;



 


		(d)	any claims made by employees or
                                         representatives of Rentschler, its Affiliates or its subcontractors, based on employment
                                         contract, or any laws prohibiting discrimination in employment, or under worker’s
                                         compensation or similar laws; and



 


		(e)	any claims that any Intellectual
                                         Property used by Rentschler in the performance of this Agreement (except Intellectual
                                         Property provided to Rentschler by Customer) infringes any patent, copyright, or trademark
                                         or misappropriates any trade secret or other Intellectual Property of any third party;



 


		(f)	Claims arising from any product
                                         liability claims related solely to Rentschler’s actions as the manufacturer of
                                         the Product and any claims arising due to defect in the Product which is under the responsibility
                                         of Rentschler in accordance with this Agreement (“Product Liability”).



 


provided, however,
that Rentschler shall not be liable to indemnify for Losses to the extent that such Losses are caused by the negligence or willful
misconduct of Customer or breach of any of the representations and warranties of this Agreement by Customer.


 


		14.2.	In all cases except to the extent
                                         such damages give rise to an indemnification claim by Customer as per above, Customer
                                         shall indemnify, defend and hold Rentschler, its Affiliates and its respective officers,
                                         directors, employees and agents (each, a “Rentschler Indemnified Party”)
                                         harmless from and against any and all Losses to the extent arising out of or resulting
                                         from:



 


		(a)	Customer’s breach of this
                                         Agreement or of any representation, undertaking or warranty made by Customer to Rentschler
                                         under this Agreement;



 


		(b)	any negligent or reckless act
                                         or omission or misconduct on the part of Customer, Affiliates of Customer, or its or
                                         their respective employees or agents; and



 


		(c)	any claims that any Intellectual
                                         Property owned or controlled by Customer and provided to Rentschler by Customer pursuant
                                         to this Agreement infringes any patent, copyright, or trademark or misappropriates any
                                         trade secret or other Intellectual Property of any third party;



 






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		(d)	any claim or procedure arising
                                         from the clinical trials conducted with the Product which is not in any connection to
                                         the production of the Product by Rentschler.



 


provided, however,
that Customer shall not be liable to indemnify for Losses to the extent such Losses are caused by the negligence or willful misconduct
of Rentschler or breach of any of the representations and warranties of this Agreement by Rentschler.


 


		14.3.	In the event that any claim or proceeding
                                         is asserted or imposed against any Party hereto, and such claim or proceeding involves
                                         a matter which is subject to a claim for indemnification under this Section 14, then
                                         such Party (an “Indemnified Party”) shall promptly give written notice to
                                         the other Party (the “Indemnifying Party”) of such claim or proceeding. The
                                         Indemnifying Party shall assume, at its cost and expense, the defense of such claim or
                                         proceeding through its legal counsel selected and reasonably acceptable to the Indemnified
                                         Party, except that the Indemnified Party may, at its option and expense, select and be
                                         represented by separate counsel. The Indemnifying Party shall have sole control over
                                         the claim or proceeding, including the right to settle; provided, however, that the Indemnifying
                                         Party shall not, absent the prior written consent of the Indemnified Party, consent to
                                         the entry of any judgment or enter into any settlement that



 


		(a)	provides for any relief other
                                         than the payment of monetary damages for which the Indemnifying Party shall be solely
                                         liable; and



 


		(b)	where the claimant or plaintiff
                                         does not release the Indemnified Party, its Affiliates and its respective directors,
                                         officers, employees, agents and representatives, as the case may be, from all liability
                                         in respect thereof.



 


The Indemnified
Party shall reasonably cooperate with the Indemnifying Party in defending or settling any such claim. No settlement of any claim
for which indemnification is sought, shall be made without the prior written approval of the Indemnifying Party. In no event shall
the Indemnified Party be liable for any claims that are compromised or settled in violation of this section. In no event shall
Rentschler institute, settle or resolve any claim or proceeding relating to the Product or any Intellectual Property of Customer
without the prior written consent of Customer.


 


		15.	Costs
                                         of further Use and Liability for Administrative Procedures



 


		15.1.	All costs concerning the further use
                                         or importation by Customer of any Product are to be borne by Customer, especially administration
                                         fees connected with the marketing of the Product, even if the respective administrative
                                         authority, which might be due in advance, should charge Rentschler directly. Rentschler
                                         shall promptly notify Customer of fees that have been charged to Rentschler but are payable
                                         by Customer according to the first sentence of this Section 15.1. Customer will inform
                                         Rentschler about any administrative requirement applicable to Rentschler of any country
                                         Customer is marketing its Product as soon as possible.



 


		15.2.	If Rentschler’s cooperation
                                         is required in administrative procedures, especially in procedures of regulatory approval,
                                         customs or of importation, Rentschler shall reasonably cooperate with Customer, and Customer
                                         shall indemnify Rentschler from any liability or fees which may arise out of this cooperation.
                                         That applies, in particular, in cases, where Rentschler, on Customer’s request,
                                         makes statements or applications at or towards governmental authorities or where Rentschler
                                         participates in making those statements or applications.



 






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		16.	Intellectual
                                         Property



 


		16.1.	If the performance of the Services
                                         and/or utilization of the Customer New Intellectual Property and/or manufacture, use
                                         and/or utilization of the Products require the use of Rentschler Background IP and/or
                                         Rentschler New Intellectual Property, Rentschler hereby grants to Customer (and Customer’s
                                         Affiliates and/or duly appointed subcontractors, including, but not limted to, CMO),
                                         with the right to grant and authorize sublicenses, the necessary rights and licenses
                                         of use to such Rentschler Background IP and/or Rentschler New Intellectual Property solely
                                         for the manufacture, use and/or utilization of the Customer New Intellectual Property
                                         and/or Products on a worldwide basis, non-exclusively and free of fees.



 


		16.2.	The Parties own and will continue
                                         to own all of their respective Background IP. The Parties agree that neither Party shall
                                         have any rights in any invention and/or Background IP made by the other Party before
                                         the date of this Agreement, except for those rights provided by law or under specific
                                         written agreement, or as otherwise set out in this Agreement.



 


		16.3.	During the term of this Agreement
                                         Customer hereby grants Rentschler a non-exclusive, world-wide, fully paid-up, non-transferable
                                         license under and to use all Customer Background IP and/or Customer New Intellectual
                                         Property solely for the purposes of and to the extent necessary for the performance of
                                         the Services under this Agreement.



 


		16.4.	Rentschler hereby grants to Customer
                                         a non-exclusive, worldwide, fully paid-up, irrevocable, perpetual and transferable license,
                                         with the right to grant and authorize sublicenses, under and to use all Rentschler Background
                                         IP and Rentschler New Intellectual Property, to the extent such Intellectual Property
                                         is necessary to perform the Services.



 


		16.5.	If either Party notifies the other
                                         Party that the performance of Services requires the use of third party Intellectual Property
                                         rights, the relevant Work Order shall include the details for obtaining any required
                                         third party license.



 


		16.6.	When Rentschler’s employees
                                         render an invention in connection with the Services which specifically relates to Customer’s
                                         Product and/or Customer Background IP and/or Customer’s Confidential Information,
                                         Rentschler shall disclose any employee inventions constituting Customer New Intellectual
                                         Property to Customer together with such information as is available to Rentschler and
                                         reasonably necessary to understand the invention. Customer shall hold such employee invention
                                         and supporting information in strict confidence in order to safeguard patentability.
                                         If Customer expresses its interest in the employee invention within six (6) weeks from
                                         disclosure, Rentschler shall claim the employee invention within the legal period according
                                         to Art. 6 para. 1 and para. 2 ArbnErfG without any limitation and assign all rights thereto
                                         to Customer. Customer shall reimburse Rentschler for all mandatory payments to be made
                                         to Rentschler’s employees in accordance with the provisions of the ArbnErfG and
                                         the related official remuneration guideline for any employee inventions assigned to Customer
                                         according to this Section 16.6..



 


		16.7.	After the completion of the project
                                         and/or the end of this Agreement the Customer may require a license for using the Background
                                         IP of Rentschler for the purpose of commercialization of the Product and any Customer
                                         New Intellectual Property and/or other use of the Work Results. Therefore Renstchler
                                         grants Customer a perpetual, non-exclusive, non-sub-licensable, non-transferable and
                                         royalty-free license to use its Background IP for the purpose of commercialization of
                                         the Product and any Customer New Intellectual Property and/or other use of the Work Results.



 






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		16.8.	Customer shall own all right, title,
                                         and interest in any and all Customer Improvements, Work Results, Intellectual Property
                                         and Know-How that Rentschler conceives, invents, reduces to practice, develops or makes,
                                         solely or jointly with Customer or others, in the course of performance of the Agreement
                                         or as a result of using Customer Background IP, and/or Customer’s Confidential
                                         Information (collectively, the “Customer New Intellectual Property”).



 


		16.9.	Rentschler shall own all right, title
                                         and interest in any improvement, Intellectual Property and Know-How regarding general
                                         manufacturing Intellectual Property that Rentschler develops, conceives, invents, reduces
                                         to practice or makes in the course of performance of this Agreement that (a) is not,
                                         and does not incorporate or rely on, any Customer New Intellectual Property; (b) incorporates
                                         or relies on Rentschler Background IP; (c) is severable from the Services, Customer Improvements,
                                         Work Results, and the Product; and (d) does not incorporate or rely on any Confidential
                                         Information of Customer, any Customer Background IP, any Customer Improvements or any
                                         Customer Materials. (colectivelly, the “Rentschler New Intellectual Property”).



 


		16.10.	Rentschler hereby assigns to Customer
                                         in advance all of its right, title and interest in any Customer New Intellectual Property
                                         to the fullest extent permitted by law and without Rentschler being entitled to any additional
                                         compensation or remuneration for such assignment other than the fees determined for the
                                         Services, provided that for employee inventions constituting Customer New Intellectual
                                         Property, the provisions of Section 16.6 shall prevail. Customer hereby accepts such
                                         assignment. Rentschler shall promptly disclose to Customer in writing all Customer New
                                         Intellectual Property. Rentschler undertakes to cause any freelancers and/or subcontractors
                                         involved in the manufacture of Product to assign all of their respective rights in all
                                         Customer New Intellectual Property to Rentschler or directly to Customer.



 


		16.11.	Upon Customer’s request, Rentschler
                                         shall perform all acts, and shall cause its employees and any freelancers or subcontractors
                                         to perform all acts that may be required to vest in Customer all right, title and interest
                                         in the Customer New Intellectual Property.



 


		17.	Documents



 


		17.1.	All documents which Rentschler receives
                                         from Customer for the fulfilment of the Services, remain the property of Customer.



 


		17.2.	The Parties shall prepare and maintain
                                         complete and accurate written records, accounts and data with respect to the performance
                                         of the Services, in form and substance as agreed in the Work Order and the Quality Agreement,
                                         and as customarily maintained by manufacturers in the industry, consistent with Regulatory
                                         Provisions (the “Records”).



 






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		17.3.	Upon completion of a Work Order, Rentschler
                                         will transfer to Customer full copies of the Records pertaining to such Work Order. Customer
                                         shall be entitled to use the Records solely in order to utilize the New Customer Intellectual
                                         Property and/or the Product, any intermediates or the API and/or any Customer technology
                                         further developed hereunder, as well as for regulatory purposes, including without limitation
                                         any applications for regulatory approval of the Product or in order to prepare or file
                                         an IND or IMPD. Customer shall have the right, subject to the confidentiality obligations
                                         of Section 18, and specifically Section 18.5 with respect to consultants and regulatory
                                         authorities, to (i) disclose such data or information to regulatory authorities and/or
                                         its consultants to the extent necessary to comply with applicable law and the requirements
                                         of regulatory authorities or (ii) use such data or information (including batch records)
                                         to the extent necessary to produce (or have produced by its consultants) information
                                         required by regulatory authorities to obtain regulatory approvals for the Product and/or
                                         any medicinal product containing or developed from the Product.



 


		17.4.	Rentschler shall maintain the Records
                                         for the period required by applicable law. Ten (10) years after the completion of the
                                         respective Services or later if required by applicable law, Rentschler may destroy the
                                         pertaining documentation and Records once all periods required have elapsed. If Records
                                         of project-related documents are affected, Rentschler will inform Customer beforehand,
                                         and will discuss with the Customer the further course of action (e.g. whether the Records
                                         should be destroyed, returned to Customer or stored for another term of x years.)”



 


		17.5.	Rentschler may in each case archive
                                         a copy of all documents and data produced at or in connection with the Services in copy
                                         for archive purposes, subject to the obligations of confidentiality and restrictions
                                         of use in Section 18.



 


		17.6.	Notwithstanding anything to the contrary
                                         in this Agreement, Rentschler shall not be required to destroy any computer files stored
                                         securely by Rentschler that are created during automatic system back-up.



 


		17.7.	Nothing in this Agreement shall preclude
                                         or limit Rentschler from providing services for itself or other clients, or from utilizing
                                         the general knowledge gained during the course of its performance hereunder to perform
                                         similar services for other clients, subject to the confidentiality obligations set out
                                         in this Agreement.



 


		18.	Confidentiality



 


		18.1.	Customer and Rentschler executed a
                                         Confidentiality Disclosure Agreement, dated October 30th, 2017, which is incorporated
                                         herein by reference (the “CDA”). The Parties agree that the terms of the
                                         CDA shall apply to any Confidential Information exchanged and/or generated under this
                                         Agreement (including in the framework of any Work Order) and the ‘Purpose’
                                         of the CDA shall be deemed to include the performance of Services, including the manufacturing
                                         of Products hereunder. The ‘Permitted Representatives’ (as defined in the
                                         CDA) of each of the Parties shall also include the approved subcontractors of Rentschler,
                                         the consultants and contractors of Customer and the Parties’ Affiliates who require
                                         access to the Confidential Information for the purposes of this Agreement and/or the
                                         exercise of rights hereunder.



 


		18.2.	For the avoidance of doubt, the terms
                                         of the CDA shall continue to be in full force and effect during the term of this Agreement
                                         and the obligations thereunder shall survive termination of this Agreement and in accordance
                                         with the CDA.



 


		18.3.	The terms of this Agreement, any Work
                                         Order hereunder and the Quality Agreement shall constitute part of the Confidential Information
                                         of both Parties.



 






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		18.4.	To the extent necessary for the fulfilment
                                         of this Agreement or individual Work Order, Rentschler is permitted to share the Confidential
                                         Information with third party suppliers and/or subcontractors. In particular and in case
                                         of cell line development, Rentschler is allowed to share the Confidential Information
                                         with Cellca and with Cellca’s third party suppliers. Rentschler shall ensure that
                                         prior to such disclosure any such third party supplier or subcontractor shall be subject
                                         to confidentiality obligations and restrictiions of use no less stringent than the obligations
                                         under this Section 18 and the CDA.



 


		18.5.	Customer may share Confidential Information
                                         of Rentschler with regulatory authorities, consultants, CROs or third party licensees,
                                         distribution or other cooperation partners in connection with the development, non-clinical
                                         and clinical testing, regulatory approval, manufacturing and/or commercialization of
                                         the Product. Customer shall ensure that prior to such disclosure any such third party
                                         shall be subject to confidentiality obligations and restrictions of use no less stringent
                                         than the obligations under this Section 18 and the CDA.



 


		18.6.	The Receiving Party shall not be required
                                         to delete any files stored securely by the Receiving Party that were created during automatic
                                         system back-up.



 


		18.7.	For the avoidance of doubt, no provision
                                         in this Agreement shall restrict each Party ́s right to disclose the existence of
                                         a business relationship between the Parties to potential customers.



 


		18.8.	Confidential Information shall not
                                         include information that the Receiving Party can demonstrate by written records to have
                                         been:



 


		(a)	generally known to the public
                                         through no fault of the Party to whom the Confidential Information was disclosed; or



 


		(b)	known to and in the lawful possession
                                         of the Receiving Party or its Affiliates prior to disclosure thereto by the other Party;
                                         or



 


		(c)	independently developed by or
                                         on behalf of the Receiving Party or its Affiliates or their directors, officers, employees,
                                         consultants and/or agents, without the aid, use or application of the information received
                                         from the Disclosing Party as can be evidenced by written records; or



 


		(d)	obtained from a third party lawfully
                                         in possession and with no limitation regarding disclosure thereof, and having the right
                                         to disclose the same.



 


		18.9.	In the event that either Party at
                                         any time requests return of the Confidential Information that it provided to the other
                                         Party or on termination of the Agreement, the other Party shall promptly surrender to
                                         the requesting Party all documents, records, notes, copies, computer files and other
                                         material containing the applicable Confidential Information and shall be allowed to retain
                                         one copy of the information solely for the purposes of (i) determining its ongoing obligations
                                         hereunder or (ii) compliance with applicable laws.



 


		18.10.	Without prejudice to the CDA, without
                                         prior written consent of the other Party, which shall not be unreasonably withheld, the
                                         Parties shall not, and shall procure that their respective personnel and the personnel
                                         of their respective Affiliates shall not, make any announcement, or comment upon, or
                                         originate any publicity, or otherwise provide any information to any third party concerning
                                         this Agreement including but not limited to, the existence of this Agreement, the terms
                                         of this Agreement, the performance of this Agreement and/or any dispute or disagreement
                                         relating to this Agreement.



 






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		18.11.	Required Disclosure. Notwithstanding
                                         the provisions of this Section 18, a Party may disclose the Confidential Information
                                         of the other Party, including but not limited to, the existence of this Agreement, the
                                         terms of this Agreement, the performance of this Agreement and/or any dispute or disagreement
                                         relating to this Agreement to the extent that such disclosure is reasonably necessary
                                         to:



 


		(a)	prosecute or defend litigation;



 


		(b)	comply with applicable governmental
                                         laws and regulations (including, without limitation, the applicable laws, rules, regulations
                                         or requirements of a securities exchange or another similar regulatory body); or



 


		(c)	respond to a valid order, inquiry
                                         or request of, or make filings and submissions to, or correspond or communicate with,
                                         any government authority.



 


In the event
that a Party deems it reasonably necessary to disclose the Confidential Information of the other Party pursuant to this Section
18.11, the Receiving Party shall, to the extent possible, provide the Disclosing Party with reasonable advance notice of such
disclosure to afford the Disclosing Party a reasonable opportunity to take the necessary measures to prevent or otherwise limit
the disclosure, and in any event, the Receiving Party shall limit the disclosure to the extent necessary to fulfill the subject
purpose described above and take reasonable measures to ensure confidential treatment of such information.


 


		18.12.	In case of any discrepancies between
                                         the terms and conditions of the CDA and this Agreement, the terms and conditions of this
                                         Agreement shall prevail.



 


		19.	Term
                                         and Termination



 


		19.1.	This Agreement is effective as of
                                         the Effective Date and shall continue in full force and effect until the 5th
                                         anniversary of the Effective Date (the “Expiration Date”), unless otherwise
                                         terminated in accordance with this Agreement. In the event that the Agreement is terminated
                                         or expires, all Work Orders then in effect shall terminate or expire upon the respective
                                         termination or expiration date of the Agreement.



 


		19.2.	Either Party may terminate this Agreement
                                         for convenience, without cause, at any time by providing at least three (3) months’
                                         prior written notice of such termination to the other Party.



 


		19.3.	Customer may terminate any Work Order
                                         issued hereunder for convenience, without cause, at any time by providing at least three
                                         (3)’ months’ prior written notice of such termination to Rentschler.



 


		19.4.	Notwithstanding this Section, each
                                         of the Parties may terminate this Agreement or any part of the Services on thirty (30)
                                         days advance written notice if the Steering Committee concludes that the Services cannot
                                         scientifically or technically be delivered in accordance with this Agreement.



 






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		19.5.	Early Termination. Either Party may
                                         terminate this Agreement, effective immediately upon the expiration of any applicable
                                         cure period, upon the occurrence of a material breach with respect to the other Party.
                                         A material breach with respect to a Party means the occurrence of any of the following
                                         events:



 


		-	The
                                         failure of a Party to comply with or perform any material provision of this Agreement,
                                         and such failure remains uncured for ninety (90) days following written notice of such
                                         failure.



 


		-	A
                                         Party is the subject of a voluntary or involuntary petition in bankruptcy or of any other
                                         proceeding under bankruptcy, insolvency or similar laws.



 


		-	Prior
                                         to any termination, Parties have to submit the issue in subject to the Steering Committee
                                         for further discussion.



 


		19.6.	Termination of this Agreement shall
                                         not affect the accrued rights of the Parties arising under or out of this Agreement,
                                         except for termination due to an uncured material breach of the other Party.



 


		20.	Rights
                                         and Obligations upon Termination



 


		20.1.	Termination or expiration of this
                                         Agreement or of any Work Order placed under this Agreement for whatever reason shall
                                         not affect the accrued rights or remedies of either Party arising under this Agreement,
                                         which shall continue to be enforceable after such termination.



 


		20.2.	Upon the Expiration Date of this Agreement
                                         or upon the effective date of the termination in accordance with Sections 19.2, 19.4
                                         and 19.5:



 


		(a)	Each Party shall return to the
                                         other all Confidential Information disclosed to it by the other Party and shall not retain
                                         any copies thereof; except one copy of the information for the purpose of determining
                                         its ongoing obligations hereunder;



 


		(b)	All payables under this Agreement
                                         shall become immediately due and payable; and



 


		(c)	The rights granted by the Customer
                                         to Rentschler pursuant to Section 16 shall automatically terminate;



 


		(d)	Rentschler will return to Customer
                                         all remaining Products and/or Customer Materials with any related documentation and will
                                         cooperate with Customer in any action require for the satisfaction transfer of Customer
                                         Material without any rights to hold Customer Materials.



 


Rentschler
will scale down and to the extent possible, stop work and use reasonable commercial efforts to minimize and to the extent possible
stop, cancel and avoid costs once Rentschler has with respect to a termination.


 


		20.3.	Upon the effective date of the termination
                                         in accordance with Section 19.2 above:



 


		(a)	All confirmed Work Orders under
                                         this Agreement shall be processed and paid;



 


		(b)	The rights granted by the Customer
                                         to Rentschler pursuant to Section 16 shall automatically terminate.



 


		20.4.	In the event of a termination by Customer
                                         according to Section 19.3, Customer shall, in addition to its payment obligation pursuant
                                         to Section 20.2 (b), compensate Rentschler for any costs and expenses which cannot be
                                         reasonably avoided, including any non-cancellable obligations (e.g., with respect to
                                         ordered raw material or subcontracted services of third parties) incurred by Rentschler
                                         prior to Rentschler’s knowledge of the existence of the respective important cause.
                                         Additionally, the Customer shall make a compensation payment for reserved production
                                         capacity according to the provisions in Section 11. The compensation payments are due
                                         and payable within thirty (30) days net from the date of a respective invoice of Rentschler.



 






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		20.5.	In the event of approaching expiration
                                         or termination of this Agreement and upon written notice by Customer (“Transfer
                                         Request”), Rentschler will transfer and/or make available, in accordance with
                                         Sections 20.2 and 20.3 the technology from Rentschler to Customer or a third party designated
                                         by the Customer and provide reasonable technical assistance to the Customer or such third
                                         party to operate the manufacturing process developed under this Agreement in order to
                                         enable the Customer or such third party to continue the manufacturing and supply of Products
                                         (“Technology Transfer”).



 


Rentschler
shall initiate Technology Transfer within ten (10) days after written notice from Customer requesting such initiation (“Initiation
Notice”), which Initiation Notice may be made by Customer within at least three (3) months after the date of the Transfer
Request. Rentschler will make its best effort to accept Initiation Notice prior the above three (3) months period.


 


		20.6.	Customer shall pay Rentschler for
                                         the required process transfer services at the then applicable daily rates. Rentschler
                                         shall draft a set of closing documentation in order to ensure a sound closing of all
                                         Services and / or any additional services provided under this Agreement. The Customer
                                         shall support Rentschler on a commercial best effort basis to finalize such closing documentation.
                                         If nothing to the contrary has been agreed between the Parties, Rentschler will invoice
                                         Customer according to current hourly rates for drafting such closing documentation.



 


		20.7.	The provisions of Section 16 (except
                                         for 16.3 and 16.5) (Intellectual Property), Section 22 (Undertakings), Section 13 and
                                         14 (Limitation of Liability and Indemnification), Section 18 (Confidentiality), Section
                                         19 (Term and Termination), Section 20 (Rights and Obligations upon Termination), Section
                                         23 (Communications Platform Extranet) and Section 24 (Miscellaneous) shall survive any
                                         termination of this Agreement. To the extent a regulatory body or government authority
                                         requests to audit the Facility after the termination of this Agreement, Section 9 shall
                                         apply mutatis mutandis.



 


		21.	Force
                                         Majeure



 


		21.1.	Neither Party shall be under any liability
                                         to the other Party for any failure or delay in the performance of any of its obligations
                                         under this Agreement if and to the extent such failure or delay is due to any event or
                                         circumstances beyond the reasonable control and not due to the negligence or willful
                                         misconduct of such Party (which event and/or circumstances are hereinafter referred to
                                         as “Force Majeure”) including but not limited to accidents, perils of navigation,
                                         Acts of God, floods, fire, storms, earthquake, explosion, hostilities, war (declared
                                         or undeclared), strikes, market-related shortages of Starting Materials, orders or acts
                                         of the competent government, illegality arising from domestic or foreign laws or regulations,
                                         provided that Force Majeure shall not include circumstances where a Party is prevented
                                         from complying with any of its obligations under this Agreement due to such Party infringing
                                         third party Intellectual Property, and provided that the Party affected by a Force Majeure
                                         gives prompt notice of the same and its expected duration to the other Party, that it
                                         took all commercially reasonable steps to minimize delay or damages caused by such event,
                                         that it substantially fulfilled all non-excused obligations, unless the other Party has
                                         notified the non-performing Party to the contrary, and that it uses reasonable best efforts
                                         to resume performance hereunder as soon as reasonably practicable.



 


If a Force Majeure event affects the performance of the claiming
Party for ninety (90) consecutive days, the non-claiming Party may terminate this Agreement or an affected Work Order upon not
less than thirty (30) days prior written notice to such Party.


 






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		22.	Undertakings



 


		22.1.	Rentschler hereby represents and undertakes
                                         that:



 


		(a)	it is the owner or has the right
                                         to use Rentschler Background IP and to its knowledge the use by Rentschler of Rentschler
                                         Background IP to perform its obligations under this Agreement does not infringe any third
                                         party Intellectual Property rights; and



 


		(b)	the Services provided to the Customer
                                         hereunder shall be provided in accordance with any Specifications, the terms of the Quality
                                         Agreement and applicable law and regulations (including cGMP) at the time of delivery;
                                         and



 


		(c)	it has, and those of its employees
                                         engaged in the performance of its obligations under this Agreement have, the necessary
                                         experience, expertise and skill to manufacture the Products in accordance with this Agreement;



 


		22.2.	Customer
                                         hereby represents and undertakes that:



 


		(a)	it is the owner and will maintain
                                         ownership of or has the right to use and will maintain such right to use Customer Material,
                                         Customer Confidential Information, Customer Improvements, and any Customer Background
                                         IP, and there are no third party rights that will prevent the supply or use of Customer
                                         Materials, Customer Confidential Information, Customer Improvements, and/or any Customer
                                         Background IP to and by Rentschler as mentioned in this Agreement;



 


		(b)	it has provided and shall continue
                                         to provide to Rentschler without delay all necessary materials, information, rights and
                                         support which the Customer or any of its Affiliates has the right to provide to Rentschler
                                         and which is required by Rentschler in order for Rentschler to perform its obligations
                                         under this Agreement and/or for the manufacture of Products pursuant to this Agreement;



 


		(c)	there are no special or unusual
                                         hazards involved in handling Customer Material and/or the Products other than those (if
                                         any) already communicated and or known to Rentschler prior to the Effective Date;



 


		(d)	it has the full power, right and
                                         authority to execute and deliver this Agreement and to enter into this Agreement without
                                         the consent or approval of any third party;



 


		(e)	the Services provided and any
                                         actions necessary to provide such Services as instructed by Customer shall comply in
                                         all countries in which they are provided with the Customer’s direct or indirect
                                         consent with all laws and regulations applicable in such country; and



 


		(f)	the performance by Rentschler
                                         of its obligations under this Agreement, in particular the rendering of Services and
                                         the use of Customer Material, Customer Confidential Information, Customer Improvement
                                         and any Customer Background IP by Rentschler in accordance with this Agreement does not
                                         infringe any third party’s Intellectual Property rights or other rights.



 






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		22.3.	Each Party represents, warrants and
                                         covenants that



 


		(a)	it is duly authorized to execute
                                         and deliver this Agreement and to perform its obligations set out in this Agreement and
                                         the persons executing this Agreement on its behalf have been duly authorized to do so
                                         by all requisite corporate action;



 


		(b)	its execution, delivery and performance
                                         of its obligations under this Agreement does not conflict with any agreement, contract
                                         or other arrangement, oral or written, to which it is a Party or by which it may be bound;



 


		(c)	it will comply with all applicable
                                         laws, rules and regulations in connection with the performance of this Agreement; and



 


		(d)	it has obtained and shall keep
                                         in force all necessary consents, licenses and permissions to enable it to perform its
                                         obligations under this Agreement.



 


		22.4.	Except as expressly set out in this
                                         Section 21.1 – 22.3 or otherwise in this Agreement, neither Party makes any representation
                                         nor extends any warranty of any kind to the other Party, either expressly or by implication,
                                         with respect to the performance of its obligations under this Agreement and/or the manufacture
                                         and supply of Products pursuant to this Agreement, including, without limitation, any
                                         warranties of merchantability or fitness for a particular purpose.



 


		23.	Communications Platform
                                         Extranet



 


		23.1.	During the term of the Agreement the
                                         Parties shall use the Extranet that enables the Parties to exchange information and ideas
                                         related to the respective Work Order in a secure way. The users who use Extranet and
                                         contributions, messages, comments and documents (the “Contributions”), have
                                         to comply with the terms and conditions described in this Section 23 and bear the responsibility
                                         for the Contributions. The access to Contributions shall end with the termination of
                                         the respective Work Order. Therefore, Rentschler recommends Customer to save exchanged
                                         documents on its own infrastructure.



 


		23.2.	Customer designate one (or several)
                                         of its team members who shall be authorized to obtain access to the Extranet (the “User”).
                                         Customer shall request by email (the “Request”) the access providing the
                                         following information of each User:



 


		-	First and last name, and



 


		-	email address.



 






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		23.3.	In order to properly access and use the Extranet,
                                         User needs to hold either



 


		-	an Office 365 account provided and
                                         managed by Customer (the “Internal Account”); or



 


		-	a Microsoft Account individually
                                         created and managed by the User (the “External Account”).



 


The Extranet uses a secure access
authorization system. The secure access authorization requires the application of a second factor that needs to be defined to
secure the used account. The second factor can either be a telephone number or mobile app that provides an authentication number.


 


		23.4.	If Customer wants to revoke of the
                                         access of a User using an Internal Account, Customer undertakes to block the account
                                         and to inform Rentschler without undue delay to enable Rentschler to remove the respective
                                         User from the Extranet. Customer alone is liable for any abuse and/or damage arising
                                         with or in connection with the Internal Account until the account is blocked.



 


		23.5.	If Customer uses an External Account,
                                         the removal of the access can only be carried out by Rentschler due to technical reasons.
                                         Customer undertakes to inform Rentschler that the access for an External Account has
                                         to be deleted and to provide Rentschler with the necessary information to identify the
                                         User (first and last name, email address). The notification has to be given by email
                                         to the following email address to Rentschler:



 


[****]


 


Rentschler will only accept notifications
which have been sent to this above-mentioned email address.


 


		23.6.	Rentschler shall delete the access of
                                         the External Account (the “Deleted Account”) within five (5) Business Days
                                         (the “Account Closing”). Customer shall be liable for the Deleted Account
                                         for any abuse and/or damage arising with or in connection with the External Account until
                                         the Account Closing.



 


		23.7.	Rentschler shall establish a workspace
                                         for each Work Order. Rentschler may change the system of the Extranet at its discretion.
                                         Rentschler can close the workspace ninety (90) days after the termination of each Work
                                         Order.



 


		23.8.	Customer shall ensure that all Users
                                         comply with the terms and conditions de-scribed in this Section 23. Before uploading
                                         Contribution to the Extranet, Customer undertakes to verify that such Contribution does
                                         not infringe third party rights. There is no monitoring obligation for Rentschler.



 


		23.9.	Extranet also provides a chat function.
                                         Each User bears sole responsibility according to the relevant legal regulations for contents
                                         published by it in the Extranet. This applies in particular to the protection of personal
                                         and Intellectual Property, the observance of criminal prohibitions as well as the regulations
                                         for the protection of children and young persons. Rentschler reserves the right to block/refuse
                                         access temporarily and/or permanently to Users who violate the terms of use or who are
                                         suspected of such a violation. There is no monitoring obligation for Rentschler.



 


		23.10.	All rights, title and/or interest
                                         to any Contribution by each Party shall remain the sole property of the Disclosing Party,
                                         unless expressly agreed otherwise in writing.



 






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		23.11.	Customer acknowledges and accepts
                                         that the use of Extranet is provided on an “AS IS; AS AVAILABLE” basis. Rentschler
                                         endeavors to ensure the accuracy and the reliability of the Extranet, but does not guarantee
                                         its accuracy or reliability and shall not be liable (whether in ort or contract or otherwise)
                                         for any loss or damage by reason of the use of the Extranet, including but not limited
                                         to any failure, delay, interruption, error, omission, loss of content, data or information
                                         or any violation of data protection regulations, if applicable.



 


		23.12.	Customer shall take proper measures
                                         to avoid the intrusion of malicious software from Customer’s computer systems into
                                         the Extranet. In the event Customer notices any security leak, Customer shall inform
                                         Rentschler immediately thereof. Rentschler my deny access of files that are, according
                                         to the results of an internally used scanner for viruses and other malware, under suspicion
                                         to contain malicious software until such malicious software is removed or it is clarified
                                         that such files do not contain malicious software. In case Customer notices any Contribution
                                         in the working space which does not belong to the corresponding Work Order, Customer
                                         shall inform Rentschler hereof immediately and shall refrain from using such Contribution.



 


		23.13.	Rentschler may set a limit for the
                                         storage space within the Extranet if deemed to be necessary.



 


		23.14.	Customer undertakes to ensure that
                                         the Contribution is not accessed by unauthorized third parties. In the event that Customer
                                         comes to know of an unauthorized use of the Extranet, Customer shall immediately inform
                                         Rentschler thereof. Customer shall refrain from any action to gain unauthorized access
                                         to information contained by the Extranet.



 


		23.15.	The confidentiality obligations as
                                         agreed in Section 18 of the Agreement apply explicitly to the Contributions to the Extranet.



 


		23.16.	Cellca and Leukocare which are strategic
                                         partners of Rentschler may come in contact with Confidential Information if they participate
                                         in a Work Order. This shall, however, not constitute a breach of confidentiality, provided
                                         that Cellca and Leukocare are bound to terms of confidentiality no less stringent than
                                         stipulated in the Agreement.



 


		24.	Miscellaneous



 


		24.1.	This Agreement (including its schedules)
                                         constitutes the entire agreement and understanding between the Parties hereto with regard
                                         to the subject matter hereof and supersedes all prior agreements and understandings relating
                                         to the subject matter hereof, including, for avoidance of doubt, the Work Order dated
                                         August 2nd, 2019 (signed on August 05, 2019), which by its terms is to be
                                         supreceded by this Agreement, unless explicitly stated otherewise herein or therein.
                                         No subsequently delivered invoice, purchase order, acknowledgement, confirmation, standard
                                         terms and conditions, delivery notes or similar document containing terms inconsistent
                                         herewith shall be effective to amend or modify this Agreement unless such document expressly
                                         states the intention to do so and is signed by both Parties hereto.



 






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		24.2.	This Agreement may be amended, modified,
                                         superseded or cancelled, only by a written instrument executed by both Parties. The delay
                                         or failure of any Party at any time or times to require performance of any provisions
                                         shall in no manner affect the rights at a later time to enforce the same. No waiver by
                                         any Party of any condition or of the breach of any term contained in this Agreement,
                                         whether by conduct, or otherwise, in any one or more instances, shall be deemed to be,
                                         or considered as, a further or continuing waiver of any such condition or of the breach
                                         of such term or any other term of this Agreement.



 


		24.3.	This Agreement may not be assigned
                                         in whole or in part by one Party to any third party without the prior written consent
                                         of the other Party, except that a Party may assign its rights and obligations under this
                                         Agreement to an Affiliate or as part of a transaction incloving substantially all of
                                         the assets of such Party; provided that any such assignee provides the non-assigning
                                         Party with written confirmation that it agrees to be bound by the terms of this Agreement.The
                                         failure of either Party to enforce at any time any of the provisions of this Agreement,
                                         or to require at any time performance by the other Party of any of the provisions hereof
                                         shall in no way be construed to be a waiver of such provision, nor in any way to affect
                                         the validity of this Agreement or any part thereof, or the right of any Party to enforce
                                         each and every provision of this Agreement.



 


		24.4.	If any provision of this Agreement
                                         is held to be invalid or unenforceable by a court of competent jurisdiction all other
                                         provisions shall continue in full force and effect. The Parties hereby agree to attempt
                                         to substitute for any invalid or unenforceable provision a valid or enforceable provision
                                         which achieves to the greatest extent possible the economic, legal and commercial objectives
                                         of the invalid or unenforceable provision.This Agreement, its annexes and all Work Orders
                                         hereunder shall be governed and construed in accordance with the laws of Germany. The
                                         applicability of the United Nations Convention on Contracts for International Sale of
                                         Goods, 1980 (the “CISG”) is expressly excluded.



 


		24.5.	The Parties shall undertake all reasonable
                                         efforts and make use of the governance mechanisms set out in Section 6 of this Agreement
                                         in order to solve in an amicable manner any controversy, dispute or disagreement arising
                                         in connection with this Agreement.



 


To the extent
legally permissible, all disputes, claims, disagreements and controversies arising out of or relating to this Agreement, or the
subject matter of this Agreement, including any questions regarding its existence, validity, breach or termination, shall be subject
to the exclusive jurisdiction of the Chamber for International Commercial Disputes at the Landgericht Frankfurt am Main (Germany).
Rentschler may, however, at its sole discretion, choose to file claims against Customer with the competent court at the registered
seat of Customer.


 


(Rest of page
intentionally left blank; signatures follow on the next page)


 




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


 


	Rentschler
    Biopharma SE	 	Rentschler
    Biopharma SE
	 	 	 	 	 
	Date:	 	 	Date: 	 
	Signature:  	 	 	Signature:  	 
	Name:	Frank Mathias	 	Name:	i.V. Federico Pollano
	Position: 	CEO	 	Position:	SVP Business Development


 


	Famewave
    Ltd.	 	Famewave
    Ltd.
	 	 	 	 	 
	Date:	 	 	Date:	 
	Signature: 	 	 	Signature: 	 
	Name:	Isaac Israel	 	Name: 	Gil Efron
	Position:	CEO	 	Position: 	Deputy CEO & CFO


 




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SCHEDULE A


 


QUALITY AGREEMENT


 


The Parties will
separately negotiate a Quality Agreement, which will become an integral part of this Agreement when concluded.


 




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SCHEDULE B


 


COMPLIANCE


 


		1.	Compliance



 


For Rentschler, it is a matter
of course that group members of Rentschler comply with the law and any and all other relevant provisions applicable in the countries
where they operate. Rentschler expects the same from its business partners. All of the compliance provisions set forth below shall
apply to the Agreement and any related Exhibits, Schedules or Purchase Orders.


 


		2.	Anti-Corruption



 


Neither Party shall perform any
actions that are prohibited by local and other anti-corruption laws that may be applicable to one or both Parties to the Agreement.
Without limiting the foregoing, neither Party shall make any payments, or offer or transfer anything of value, to any government
official or government employee, to any political party official or candidate for political office or to any other third party
related to this Agreement in a manner that would violate Anti-Corruption Laws.


 


		3.	Free competition



 


Each Party shall comply with
the antitrust legislation in force. In particular, no Party shall enter into any anti-competitive agreements with competitors,
suppliers, or customers. If a Party is in a dominant position on the market, it shall not abuse this position.


 


		4.	Export



 


Each Party hereby acknowledges
that this Agreement is or might be subject to one or more export control laws, regulations or the like, and agrees that it will
not transfer, export or re-export any such item, including any documentation, information or product that incorporates, is derived
from or otherwise reveals such, without complying with all applicable export control laws, regulations and like, including obtaining
and/or cooperating with the other Party in securing all appropriate licenses and authorizations.


 


Customer specifically certifies
that it will not transfer, export, or re-export any item under this Agreement to any country or entity subject to export control
restrictions and/or embargoes under any applicable laws, regulations and the like.


 


		5.	Dealing with Internal Knowledge,
                                         Confidentiality



 


In principle, company and operational
secrets must be treated with confidentiality. This shall also apply to any other information (such as customer information) whose
confidentiality is in the interest of Rentschler or Rentschler ́s customers.


 


		6.	Data Privacy



 


Both Parties must comply with
the applicable statutory and operational principles regarding the protection of data regarding employees, customers, and investors.
In order to protect personal data either Party must observe the necessary diligence in the context of the assigned task.


 






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		7.	Documentation of Business Transactions



 


The documentation of any and
all business transactions must be complete, transparent, and in compliance with the statutory provisions as well as with any provisions
and processes.


 


		8.	Social Responsibility



 


Rentschler and its customers
and business partners respect the dignity of every human being and are committed to the compliance with and the protection of
human rights.


 


Rentschler and its customers
and business partners do not tolerate any kind of child labor as well as any exploitation of children and adolescents. Minimum
age for the admission to employment must not be under the age for the fulfillment of compulsory education and in no case under
fifteen (15) years.


 


Rentschler disapproves of any
form of forced labor.


 


		9.	No Discrimination



 


The Parties create a working
atmosphere characterized by respectful cooperation and strictly oppose to any kind of discrimination on grounds of race or ethnic
origin, skin color, gender, religion or philosophy of life, disability, age, or sexual identity.


 


		10.	EHS (Environmental, Health
                                         and Safety)



 


It is Rentschler ́s policy
to operate in a safe and responsible manner with respect to the environment and health of its employees, customers and business
partners and the communities where we operate.


 


Rentschler will not compromise
environmental, health or safety values for other interests; value human life above all else and manage risks accordingly.


 


Rentschler pursues and continually
improves an EHS system and processes to achieve an EHS incident-free environment.


 


Rentschler complies with applicable
laws and set standards.


 


Rentschler uses its EHS knowledge
to enhance the safety and well-being of the communities.


 


Rentschler expects its customers
and business partners to observe the above principles.


 


		11.	Customer will notify Rentschler
                                         promptly if (a) Customer or any of Customer’s business partners have reason to
                                         believe that a breach of the terms of this schedule has occurred or is likely to occur;
                                         or (b) if any conflicts of interest arise after the signing of this Agreement.



 


		12.	Customer will, when and as may
                                         be reasonably requested by Rentschler from time to time, provide to Rentschler a written
                                         certification in form and substance satisfactory to Rentschler that Customer is in compliance
                                         with the terms of this schedule.



 




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SCHEDULE C


 


Certificate of
Rentschler’s insurance


 


[****]


 


 


 


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