Exhibit 10.42


 


*Portions of this exhibit marked [*] are
requested to be treated confidentially.


 


ANCILLARY SERVICES AGREEMENT


 


This Ancillary Services
Agreement (this “Agreement”) is entered into, effective as of January 17, 2014 (the “Effective Date”),
by and between Cognate BioServices, a Delaware corporation (Cognate”), and Northwest Biotherapeutics, a Delaware corporation
(“NW Bio”).


 


RECITALS


 


WHEREAS, NW Bio is in
the business of developing immune cell therapies for cancer, and Cognate is in the business of manufacturing clinical grade cellular
products on a contract services basis;


 


WHEREAS, NW Bio and Cognate
previously entered into a Services Agreement for the production of NW Bio’s DCVax® Products by Cognate (the “Prior
Services Agreement”), effective April 1, 2011, and a Conversion and Lock-Up Agreement (the “Lock-Up Agreement”);


 


WHEREAS, Cognate has dedicated
cGMP facilities and other facilities to NW Bio programs,[*];


 


WHEREAS, both the quantity
and the scope of services NW Bio has requested that Cognate provide greatly exceed the maximum scope and amounts contemplated or
provided for in the Prior Services Agreement;


 


WHEREAS, at NW Bio’s
request, certain services [*] were undertaken by Cognate on a highly expedited basis in order to meet certain NW Bio timelines
prior to this Agreement;


 


WHEREAS, Cognate has successfully
accomplished all milestones planned by the parties or requested by NW Bio, and NW Bio wishes to recognize such accomplishments
and incentivize Cognate to achieve further milestones by awarding milestone based bonuses during the Term of this Agreement;


 


WHEREAS, NW Bio is continuing
to substantially expand its clinical programs both in the US and abroad, NW Bio also anticipates undertaking and/or expanding compassionate
use and/or other early access or expanded access programs [*], and NW Bio needs corresponding ongoing expansion of the quantity
and scope of services provided by Cognate for these programs.


 


WHEREAS, NW Bio’s
DCVax Products may potentially be applicable to tens or hundreds of thousands of patients or more. [*];


 





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WHEREAS, the parties desire
to enter into a specialty services agreement, in the form of this Ancillary Services Agreement, for the clinical and commercial
support services, including cryopreservation, shipping, manufacturing and quality control/quality assurance validation, product
distribution, logistics and scheduling of the DCVax® Products for clinical trials and for subsequent commercialization as defined
herein;


 


WHEREAS, the parties also
desire to update and reformulate their existing Services Agreement into a more comprehensive and complete set of four agreements
consisting of (i) this Ancillary Services Agreement, (ii) a new DCVax-L Manufacturing and Services Agreement, (iii) a new DCVax-Direct
Manufacturing and Services Agreement, and (iv) a new Manufacturing Expansion Services Agreement;


 


[*].


 


AGREEMENT


 


Now,
Therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants
hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the
parties hereby agree as follows:


 


SECTION 1:    SERVICES


 


1.1    General


 


1.1.1 NW Bio
will obtain from Cognate, and Cognate will provide to NW Bio, on the terms and conditions set forth herein, Cryopreservation and
Storage Services as provided in Section 1.2, Clinical and Commercial Support Services as provided in Section 1.3; Supplier Sourcing,
Validation and Monitoring as provided in Section 1.4; Shipping, Distribution and Logistics Services as provided in Section 1.5;
Scheduling System and Other Software Design, Development and Services as provided in Section 1.6; Recordkeeping as provided in
Section 1.7; Product and Process Validation Services, as provided in Section 1.8; and such other services as may be necessary,
as provided in Section 1.9, in connection with the clinical site interactions and the development, manufacturing, storage, tracking,
shipping, logistics, distribution and follow-up of DCVax® Products for clinical trials, early access and expanded access programs
(including compassionate use programs), and commercialization (collectively, the “DCVax Products”). All of the foregoing
services, collectively, comprise the “Ancillary Services” or the “Services.”


 


1.1.2 During the
Term of this Agreement, on an ongoing basis, the parties will jointly determine the Ancillary Services required for NW Bio’s
programs, and will enter into sub-agreements or work orders for such Services which will be attached hereto as Exhibits and incorporated
herein by reference. Where applicable, Cognate may sub-contract with or retain one or more experts or third parties to assist in
the provision of Ancillary Services and will include such experts and third parties in the applicable sub-agreements or work orders,
[*]


 





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1.1.3 The parties
acknowledge and agree that the clinical site interactions and the development, manufacturing, storage, tracking, shipping, logistics,
distribution and follow-up of DCVax® Products [*]


 


1.2    Cryopreservation
and Storage Services


 


1.2.1 Cognate
will provide (a) cryopreservation and storage of the DCVax® Products and related reagents and materials, including both short-term
and long-term storage of DCVax® Products and of materials related to or to be used in the DCVax® Products; (b) evaluation
and testing, design, procurement, development, installation, operation and maintenance of necessary cryopreservation equipment
and facilities (especially for dedicated storage); (c) procurement and maintenance of the materials and reagents used in the production
and processing of the DCVax® Products [*]; (d) processing and preparation of the DCVax® Products for freezing; (e) freezing
and frozen maintenance of the DCVax® Products; (f) [*] and (g) preparation of the DCVax® Products for shipment and tracking
as provided below (the foregoing, collectively, “Cryopreservation and Storage Services”). Such Cryopreservation and
Storage Services will include materials and reagents used in the manufacture of DCVax® Products, as well as patient-specific
biomaterials (including immune cells, tumor tissue and other) [*].


 


1.2.2 Cognate
will perform capacity assessments to determine the cryopreservation and storage equipment and facilities needed for specified numbers
of patients for the DCVax® Products, will advise NW Bio of the equipment and facilities required, and will develop and implement
designs and plans for such equipment and facilities, and the procurement, development, installation and set-up, calibration, validation
and certification thereof, both initially and on an ongoing basis.


 


1.2.3 [*]


 


1.3    Clinical
and Commercialization Support Services


 


1.3.1 Cognate
will assist NW Bio in training clinical trial sites about the DCVax technology and products [*] Cognate will help provide communication
and coordination support between and among NW Bio, the trial sites, the contract research organization managing the applicable
trial (particularly in regard to the management and allocation of manufacturing capacity, and the timing and delivery of products
to the sites, and reagents needed to transport patient’s tissues to Cognate, as needed). Cognate will provide similar assistance
for NW Bio and the sites for commercialization of the DCVax® Products.


 





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1.3.2 Cognate
will assist NW Bio in training new clinical sites on the requirements of the clinical protocol during site initiation visits in
NW Bio’s clinical programs. Cognate will provide similar training services for the initiation of commercial sites following
approvals of the DCVax® Products. [*]


 


1.3.3 [*]


 


1.3.4 [*]


 


1.4    Supplier
Sourcing, Validation and Monitoring


 


1.4.1    Requirements.
All supplies and ingredients used in the production, cryopreservation and use of DCVax® Products [*] must be procured from
suppliers who are in compliance with applicable [*] regulatory requirements, and acceptable to the regulatory authorities in the
applicable countries. [*]


 


1.4.2    Cognate
Services.    Cognate will identify potentially suitable suppliers and will conduct
such initial and ongoing supplier evaluations, inspections, validation and monitoring in accordance with applicable regulatory
requirements. Cognate will also identify potentially suitable supplies and ingredients for DCVax® Products, and conduct the
initial and ongoing testing of each lot or batch of such supplies and ingredients, in accordance with applicable regulatory requirements.
[*]


 


1.5    Shipping,
Distribution and Logistics Services


 


1.5.1 Cognate will
coordinate and manage or oversee (a) the preparation of the tumor collection kits, leukapheresis collection kits and other materials
as well as the finished DCVax® Products for shipment to the clinical and commercial sites, (b) the scheduling, pick-up and
other aspects of arrangements with the shipping companies for shipments to the sites and back from the clinical and commercial
sites to the manufacturing facilities, (c) the tracking of shipments and deliveries, and (d) such other services as may be necessary
for the outgoing shipment and distribution of all kits and other materials to the sites, the incoming shipments of kits from the
sites to the manufacturing facilities, and the outgoing shipments of finished DCVax® Products to the sites. Notwithstanding
the foregoing, Cognate will not be responsible in any way on any basis, either directly or indirectly, for the handling or condition
of any DCVax® Products after such DCVax® Products leave the manufacturing facility [*]


 


1.5.2 Cognate will
procure the necessary materials and assemble and/or produce the kits needed for tumor tissue collection and for leukapheresis collection
for the DCVax® Products.


 





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1.5.3 (a) Specialized
“dry shipper” shipping containers, filled with liquid nitrogen (LN2), are required for the shipment of frozen DCVax®
Products in order to maintain sufficiently cold temperatures [*]


 


(b) [*]


 


(c) [*]


 


(d) [*]


 


1.6    Scheduling
and Software Services


 


1.6.1 Extensive
scheduling is required for each patient who is to be treated with DCVax® Products, and the scheduling process includes but
is not limited to:


 


·    [*]


·    [*]


·    
[*]


·    
[*]


 


·    [*]


 


This scheduling requires extensive interaction
between and among the clinical sites, Cognate and NW Bio. The sites must be able to coordinate their scheduling of patient procedures
(tumor removal, leukapheresis and DCVax treatments) with the availability of production capacity at the manufacturing facilities.
The number of tumor tissues and/or leukapheresis kits that arrive at the manufacturing facilities on a given day must be tightly
controlled. [*]


 


When the DCVax® Products reach commercialization,
the extensive scheduling on the foregoing (operational) bases will also have to be coordinated with billing and payments.


 


1.6.2 [*]


 


1.6.3 [*]


 


1.7    Documentation
and Recordkeeping


 


1.7.1 Regulatory
compliance requires numerous documents and extensive recordkeeping. [*] Such records must cover all aspects of the production process,
the product ingredients and their sourcing and testing, quality control, quality assurance and product release, and the finished
DCVax® Products themselves. In addition, recordkeeping must include information about any serious adverse events related or
possibly related to the DCVax® Products. The parties acknowledge and agree that special arrangements are necessary for fulfillment
of such comprehensive and long-term recordkeeping obligations. NW Bio will obtain legal and regulatory advice, and determine the
scope and extent of recordkeeping required for each country, and so advise Cognate. Cognate will analyze the systems, capacity
and other requirements necessary to fulfill the recordkeeping specified by NW Bio, and determine whether other parties may be needed
to provide such services. Both NW Bio and Cognate will have full access to all such records and information at all times, whether
or not the records are being stored and managed by third parties, or third parties are otherwise involved in the long-term recordkeeping
and related regulatory compliance.


 





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1.7.2 In conjunction
with production of DCVax® Products, Cognate will create initial sets of applicable records. Such records will include batch
production records and other records required for initial regulatory compliance at the time of production and product release.
Both NW Bio and Cognate will have full access to all such records and information at all times, whether or not the records are
being stored and managed by third parties, or third parties are otherwise involved in this recordkeeping and related regulatory
compliance.


 


1.8    Product
and Process Validation Services


 


1.8.1 [*]


 


1.8.2 [*]


 


1.9    Quality
Agreement


 


A Quality Agreement
between the parties is required in order to comply with regulatory requirements. The Quality Agreement establishes and specifies
the quality standards to be met in the DCVax® Products, the requirements for product release, the respective roles and responsibilities
of NW Bio and Cognate in these processes, the standards and procedures for the handling of any deviations from the usual quality
standards or product release requirements, and/or any complaints, the processes and allocation of responsibilities for reporting
of these matters, and related subjects. The parties have previously entered into a Quality Agreement, but will need to enter into
one or more updated Quality Agreements during the term of this Agreement. As promptly as practicable after the Effective Date of
this Agreement, the parties will execute an updated or new Quality Agreement consistent with the terms of this Agreement, and such
Quality Agreement will be attached as an exhibit hereto.


 


1.10    Other
Services


 


In addition to the
services provided for under the foregoing Sections 1.1 through 1.9, the parties will determine any other services which may be
required for the clinical site interactions and the development, manufacturing, storage, tracking, shipping, logistics, distribution
and follow-up of DCVax® Products, and the parties will develop work plans, timelines and budgets for execution of such other
services by Cognate pursuant to this Agreement.


 





[*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.




 


 




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SECTION 2:    PAYMENTS


 


2.1    Payment
Terms for Ancillary Services 


 


2.1.1 The parties
will determine and agree upon the payment terms for the Ancillary Services described in Section 1 hereof, subject to the provisions
of Section 2.5.2 hereof (for payment of at least half of all Ancillary Services Invoices in stock, with fifty percent (50%) warrant
coverage, [*], and such payment terms will be included in the sub-agreements or work orders for such Services that are to be attached
hereto as Exhibits. The parties will negotiate and decide all such payment terms in good faith on market based terms with due consideration
of any special factors, such as accelerated timetables and related extra costs and difficulties.


 


2.1.2 For Ancillary
Services which require dedicated equipment and/or facilities, the payment terms will include billing of the costs and fees relating
to such equipment and facilities to NW Bio. Likewise, for Ancillary Services which require dedicated personnel and/or clean rooms,
cold storage, quarantined storage, and/or other dedicated spaces and/or timeslots, the payment terms will include capacity charges
as well as usage charges. The payment terms for Ancillary Services will cover a specified amount of such Services [*] chosen by
NW Bio. For Services in excess of the amounts NW Bio has chosen and contracted for, the payment terms will require payment at substantial
premium levels to cover the excess costs and difficulties of Cognate providing Services in excess of the amounts that NW Bio has
chosen and contracted for, and that have been budgeted and planned for.


 


2.1.3 If Cognate
sub-contracts, retains or otherwise arranges for third party experts or others to perform certain Ancillary Services, Cognate will
undertake technology transfer to such third parties as needed, and will supervise and oversee performance of such Services by such
third parties as needed (collectively, the “Supervisory Services”). NW Bio will pay Cognate fees for the Supervisory
Services, and the amounts of such Supervisory Fees will be included in the applicable sub-agreement or work order that is attached
hereto as an exhibit and covers such Services.


 


2.2    Milestone
and Initiation Payments 


 


Upon execution of this
Agreement, [*]. NW Bio acknowledges and agrees that Cognate’s performance of Ancillary Services to date, including on an
accelerated timetable, before even having an agreement in place, have been of great value to NW Bio. NW Bio now needs a greatly
expanded scope and amount of such Ancillary Services. [*]. NW Bio will also make milestone payments to Cognate upon the achievement
of mutually agreed operational milestones. Such milestones may be included in the ongoing sub-agreements or work orders attached
hereto as Exhibits, or may be otherwise agreed by the parties. [*]


 





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2.3    Reimbursement
of Expenses


 


In addition to the
payments for the services and expenses provided in this Section 2, NW Bio will reimburse all expenses, including travel-related
costs, incurred by Cognate in performing any Services hereunder and will pay an appropriate per diem amount.


 


2.4    Annual
Cost of Living Increases


 


All payment amounts
provided for pursuant to this Agreement will be subject to an annual increase of three percent (3%). The first increase will be
effective on the 12 month anniversary of the Effective Date this Agreement.


 


2.5    Form
and Timing of Payments


 


2.5.1 Payment
of Ancillary Services Bills will be due within fifteen (15) after the invoice date. In the event that NW Bio fails to pay any Ancillary
Services Bills within fifteen (15) days after the invoice date, then commencing thirty (30) days after the invoice date and continuing
until paid in full by cash and/or stock, the overdue amount will bear default interest at the rate of one and one-half percent
(1-1/2%) per month. If any collection action is undertaken to collect unpaid amounts, NW Bio will pay all fees and costs associated
with such collection actions including, without limitation, reasonable attorneys’ fees, as incurred.


 


2.5.2 At least
half of all Ancillary Services Bills during the first eighteen (18) months following the Effective Date of this Agreement (the
“Conversion Period”) will be paid in shares of NW Bio Common Stock, with the remaining portions of such Ancillary Services
Bills paid in cash. [*]. The conversion price for any conversions after the Conversion Period will be jointly determined by the
parties, based upon market factors. With respect to any shares of NW Bio Common Stock to be issued hereunder, Cognate may elect
to receive unregistered shares immediately (with registration rights as provided herein) or to receive registered shares on the
earliest date that any registered shares are issued to any other investors after the invoice date of the Ancillary Services Bill
(or Milestone and Initiation Payments) being converted.


 





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2.6    Most
Favored Nation Terms


 


Notwithstanding anything
to the contrary herein, or in any other document or source, any amounts owed that are paid by NW Bio in shares, warrants and/or
other securities of any kind (including RSUs, convertible debt securities or other) issued or issuable in connection with this
Agreement (including any subsequent amendments hereof), will be subject to adjustment on a most favored nation basis relative to
the terms provided to any other investor or creditor of NW Bio during the Term of this Agreement, at Cognate’s election,
so that the terms of all shares, warrants and/or other securities issued or issuable under this Agreement will have terms no less
favorable to Cognate than the terms of any shares, warrants and/or other securities issued or issuable to any other investor or
creditor during the Term of this Agreement or the Lock-Up Agreement. For the avoidance of doubt, the application of most favored
nation treatment will include not only the price and terms of securities issued but also the addition of, and terms relating to,
additional securities, and additional rights and/or benefits to the investor or creditor (including warrants, rights of first refusal,
registration rights, pre-emptive rights, and/or other securities, rights or benefits). Such most favored nation adjustments may
be implemented at any time or times after being triggered by terms provided to other investors or creditors, and may be triggered
on multiple occasions with respect to a particular security issued hereunder.


 


2.7    [*]


 


[*]


 


SECTION 3:    CONFIDENTIALITY


 


In connection with this
Agreement, the parties will execute and maintain a mutual Confidential Disclosure Agreement substantially in the form attached
hereto as an exhibit.


 


SECTION 4:    REPRESENTATIONS
AND WARRANTIES 


 


4.1    Agreement
Duly Authorized; Valid and Binding Obligations


 


Cognate and NW Bio each
hereby represents and warrants, severally and not jointly, that:


 


4.1.1    Such
party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction where
such party is domiciled, and has all necessary power and authority to (i) own, operate and occupy its properties and to carry on
its business as presently conducted and (ii) enter into this Agreement and the other agreements, instruments and documents contemplated
hereby, and to consummate the transactions contemplated hereby and thereby. Such party is qualified to do business and is in good
standing in each jurisdiction in which the failure to so qualify would have a material adverse effect.


 


4.1.2    All
necessary corporate or other proceedings, votes, resolutions, consents, waivers and approvals relating to the sale and purchase
of shares have been completed by the applicable party. Upon execution, this Agreement will constitute a valid and legally binding
obligation of the party, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited
by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 





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4.2    Valid
Issuances; No Violation


 


NW Bio hereby represents
and warrants that:


 


Upon issuance hereunder,
each conversion share will be validly issued, fully paid and non-assessable. The execution, delivery, performance, issuance, sale
and delivery of this Agreement and compliance with the provisions hereof by NW Bio will not (a) violate any provision of NW Bio’s
certificate of incorporation or bylaws or, to the knowledge of NW Bio, any law, statute, rule or regulation applicable to NW Bio,
or any order, judgment or decree of any court, arbitrator, administrative agency or other governmental body applicable to NW Bio
or any of its assets or (b) conflict with or result in any material breach of any of the terms or conditions of any agreement or
instrument to which NW Bio is a party, or give rise to any right of termination, cancellation or acceleration under any such agreement
or instrument, or result in the creation of any lien or other encumbrance upon any of the material assets of NW Bio.


 


4.3    No
Warranties of Merchantability or Fitness


 


EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, COGNATE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, WITH RESPECT TO ANY ANCILLARY SERVICES RENDERED
HEREUNDER, OR ANY TECHNOLOGY THAT MAY BE USED IN OR INCORPORATED INTO SUCH SERVICES, OR ANY EQUIPMENT OR FACILITIES DEVELOPED,
PROVIDED OR USED IN CONNECTION WITH SUCH SERVICES, OR ANY PRODUCTS PRODUCED HEREUNDER.


 


SECTION 5:    INSURANCE,
INDEMNIFICATION, LIABILITY


 


5.1    NW
Bio Insurance Obligations


 


NW Bio is required
to obtain and to maintain throughout the term of this Agreement, in such amounts as are reasonably acceptable to Cognate, (a) clinical
trial insurance covering all clinical trials of its DCVax® Products, (b) all-risks umbrella insurance, (c) product liability
insurance covering the distribution, use and administration of DCVax® Products to patients in expanded access, early access
and compassionate use programs as well as in commercialization, and (d) such other insurance as is reasonable or customary in the
industry. Cognate will be a named insured and beneficiary on all such insurance coverages.


 




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5.3    Indemnification



 


In addition to all
rights and remedies available to Cognate at law or in equity, NW Bio will indemnify and hold harmless Cognate and its successors,
assigns, affiliates and their respective present and former directors, officers, partners, employees, agents, representatives,
shareholders, successors and assigns (each an "Indemnified Party") to the fullest extent permitted by law from and against
all costs, expenses, losses, claims, damages, liabilities, [*] (the foregoing, collectively, “Damages”) (a) arising
from or pursuant to or relating to this Agreement and/or any transactions or services contemplated hereunder, including any treatment
of patients and any claims for refunds or Damages by or on behalf of patients and/or medical personnel; (b) arising from or relating
to any changes from the original agreement of the parties as described herein, or arising from or relating to a delayed agreement,
or arising from or relating to delayed payment, delayed conversions and/or delayed issuances hereunder beyond the applicable Ancillary
Services Bill dates or other applicable reference dates and/or the most favored nation price applicable to such Ancillary Bill
conversions, (or to the Milestone and Initiation Payments), and (c) arising from or relating to any use or administration to patients
of DCVax® Products manufactured by Cognate, provided that Cognate has manufactured such DCVax® Products substantially in
accordance with the applicable specifications or SOPs for such DCVax® Products and/or with commercially reasonable deviation
from such SOPs. NW Bio will pay all fees and expenses (including reasonable attorneys’ fees), as incurred, which are incurred
by or on behalf of an Indemnified Party, or to which an Indemnified Party may become subject, in connection with any matters covered
by this indemnification and/or in connection with investigating, preparing, pursuing, defending and resolving any threatened or
pending claim, action, proceeding or investigation (collectively, “Proceedings") arising therefrom, whether or not such
Indemnified Party is a formal party to such Proceedings.


 


SECTION 6:    TERM
AND TERMINATION


 


6.1    Term


 


This Agreement
will remain in force  until the later of seven (7) years from the Effective Date (the “Term”) or five (5)
years after the first commercial sales of DCVax® Products
pursuant to a Biologics License Application or marketing authorization (not a compassionate use, early access, expanded
access or similar authorization), unless terminated earlier pursuant to Section 6.2.


 


6.2    Termination


 


Either party may terminate
this Agreement in the event of a material breach by the other party which remains uncured after notice of such breach for a period
of thirty (30) days in the case of a monetary breach, or a period of one hundred twenty (120) days in the case of a non-monetary
breach that is material to the contract taken as a whole. The non-breaching party will have all remedies for breach available at
law and in equity, including injunction or specific performance, regardless of whether such party elects to terminate this Agreement
or not.


 





[*] Confidential treatment requested; certain information omitted
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SECTION 7:    REGISTRATION


 


7.1.    Unregistered
Shares.


 


For any conversion
shares issued hereunder which are unregistered under the Securities Act of 1933, as amended (the “Securities Act”)
at the time of issuance, the certificates evidencing such unregistered conversion shares may, if necessary, bear the following
legend (or a substantially similar legend) and such other legends as may be required by applicable laws:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
ACT OR UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.”


 


7.2    Registration.


 


Cognate will be entitled
to “piggyback” registration rights, with respect to all unregistered conversion shares issued hereunder and all other
shares and securities of NW Bio owned by Cognate and its affiliates, in any registrations effected by NW Bio until all such shares
and securities have been registered. NW Bio will use commercially reasonable efforts to complete such registrations by the earlier
of six (6) months after the Effective Date of this Agreement or six (6) months after issuance during the Term of this Agreement.


 


7.3    Registration
Costs.


 


NW Bio will bear all costs
and expenses (including attorneys’ fees) relating to the preparation and filing of all registrations which NW Bio is required
to undertake pursuant to this Agreement. 


 


SECTION 8:    MISCELLANEOUS


 


8.1    Governing
Law


 


This Agreement will be governed
by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law.


 


8.2    Entire
Agreement 





 


This Agreement (including
all exhibits hereto, which are automatically incorporated herein by reference when added hereto during the Term of this Agreement
in accordance with this Agreement) constitutes the entire agreement of the parties with respect to the subject matter hereof, and
supersedes all prior agreements, understandings, promises or undertakings with respect to the subject matter hereof, provided however,
that this Agreement is part of a package of agreements which also includes a DCVax®-L Services Agreement, DCVax®-Direct
Services Agreement and Manufacturing Expansion Services Agreement.


 




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8.3    Amendments


 


Except as otherwise expressly
provided herein, this Agreement may not be amended except by a written instrument signed by both parties hereto.


 


8.4    Survival


 


The provisions of Sections
2 – 5, and 7-8 hereof will survive the expiration or termination of this Agreement until expiration of the applicable statutes
of limitations.


 


8.5    Notices


 


Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to be effective upon delivery when delivered (a) personally; (b) by facsimile or email, provided a copy is mailed no
later than the next business day through a nationally recognized overnight delivery service; or (c) by overnight delivery through
a nationally recognized overnight delivery service, in each case properly addressed to the receiving party at such address or facsimile
number as the receiving party has furnished to the sending party in writing.


 


8.6    Severability



 


If one or more provisions
of this Note are held to be unenforceable under applicable law, then (i) such provision will be excluded from this Note, (ii) the
balance of the Note will be interpreted as if such provision were so excluded, (iii) the balance of the Note will be enforceable
in accordance with its terms, and (iv) the parties will negotiate in good faith to amend or add to the provisions of this Note
to effectuate as nearly as reasonably practicable, and as nearly as permitted under applicable law, the original intent of the
parties with respect to the provision excluded.


 


8.7    Successors
and Assigns 


 


Except as otherwise expressly
provided herein, the provisions hereof will be binding upon, and inure to the benefit of the respective successors, assigns, heirs,
executors and administrators of the parties hereto. Neither party hereto may transfer all or any portion of its rights under this
Agreement to a third party other than an affiliate without the prior written consent of the other party hereto.


 




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8.8    Interpretations


 


All pronouns and any variations
thereof will be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons
or entity or entities may require. All references to “$” or dollars herein will be construed to refer to United States
dollars. The titles of the Sections and subsections of this Agreement are for convenience or reference only and are not to be considered
in construing this Agreement. All references to “including” will be deemed to mean “including, without limitation.”


 


8.9    Severability


 


If any provision of this
Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
will not in any way be affected or impaired thereby.


 


8.10    No
Waiver


 


No delay by a party hereto
in exercising or enforcing any rights hereunder will be deemed to be any waiver of such rights. No partial waiver of any right
or occurrence hereunder will be deemed to be any broader waiver or waiver of any other right or occurrence, and no waiver on one
occasion shall be deemed to be a waiver on any other occasion.


 


8.11    Counterparts



 


This Agreement may be executed
in counterparts, each of which when so executed and delivered will constitute a complete and original instrument but all of which
together will constitute one and the same agreement, and it will not be necessary when making proof of this Agreement or any counterpart
thereof to account for any counterpart other than the counterpart of the party against whom enforcement is sought.


 


[signatures on following
page]


 




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IN WITNESS WHEREOF, the
parties have executed this Services Agreement effective as of the date first set forth above.


 


	NORTHWEST	 	COGNATE BIOSERVICES, INC.
	BIOTHERAPEUTICS, INC.	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 


 




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