Exhibit 10.25


  


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MASTER MANUFACTURING AND SUPPLY AGREEMENT


 


This
MASTER MANUFACTURING Supply Agreement (this “Agreement”) is made effective as of the 25th day of
April, 2014 (“Effective Date”) by and between Baxter Oncology GmbH,
with an address at Kantstrasse 2, 33790 Halle / Westphalia, Germany, as such term is defined herein (“Baxter”)
and OASMIA PHARMACEUTICAL AB, a Swedish corporation, having offices at Vallongatan 1, SE 752 28 Uppsala Sweden (“Client”
or “Oasmia”).


 


RECITALS


 


1.          Client
is engaged in the development, bulk production, formulation, sale and distribution of pharmaceutical products;


 


2.          Baxter
is among other pharmaceutical activities engaged in the formulation, filling, inspection, labeling and packaging of pharmaceutical
products for various pharmaceutical companies including competitors of Client and Baxter;


 


3.          Client
and Baxter desire to have Baxter formulate, fill, inspect, package, label, and test pharmaceutical products for Client for feasibility,
clinical and commercial use.


 


4.          The
Client and Baxter have already signed an agreement effective 2011-02-16 regarding the production of Paccal Vet and Paclical (the
“Prior Agreement”) and now further wishes to expand their business relations for additional products under this
Agreement. The Prior Agreement shall continue to govern the production of Paccal Vet and Paclical.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein, Client and Baxter, hereinafter referred to as “Party”
or “Parties”, agree as follows:


 


Article 1, DEFINITIONS


 


1.1        As
used in this Agreement, the following words and phrases shall have the following meanings:


 


“Active Pharmaceutical
Ingredient”, “Active” or “API” shall mean the specific active pharmaceutical ingredient
identified in the Product Master Plan.


 


“Affiliate”
shall mean any corporation or other business entity directly or indirectly controlled by, controlling, or under common control
with a Party or its parent corporation, the term “control” (including, with correlative meaning, the terms “controlled
by,” “controlling” and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Party, whether through the ownership of voting
securities, by contract or otherwise, or such other relationship as, in fact, constitutes actual control.


 


“Annual Obligation”
shall be defined as set forth in Section 4.


 


“Batch”
shall mean a specific quantity of Product comprising a number of Units mutually agreed upon between Client and Baxter, and that
(a) is intended to have uniform character and quality within specified limits, and (b) is Produced according to a single manufacturing
order during the same cycle of Production.


 


“Baxter
SOPs” shall mean Baxter’s Standard Operating Procedures applicable to the Production of Product, which shall be
deemed reviewed and approved by Client prior to entering into the Product Master Plan.


 





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“Client Trademarks”
shall mean the proprietary mark(s) for Product owned by Client as stated in the Product Master Plan.


 


“Clinical
Product” shall mean Product for clinical trial use.


 


“Commercial
Product” shall mean Product for commercial sale.


 


“Commercial
Product Addendum or CPA” shall mean any executed addendum to this Agreement for Commercial Product Produced hereunder
similar in form to Exhibit B attached hereto.


 


“Commercial
Product Addendum Term” shall be defined as set forth in Article 8.


 


“Components”
shall mean all components, including the Raw Materials and Packaging Materials used by Baxter in the Production of Product under
this Agreement. Components are listed in the Product Master Plan.


 


“Component
Specifications” shall mean the specifications and testing to be performed for the Components, as set forth in the Product
Master Plan.


 


“Confidential
Information” shall be defined as set forth in Article 18.


 


“Contract
Year” shall mean the twelve (12) month period commencing on the date the first Regulatory Approval is obtained by Client
for Baxter to Produce Commercial Product and each subsequent twelve (12) month period during the Commercial Product Addendum Term.


 


“Current Good
Manufacturing Practices” or “cGMP” shall mean (a) the good manufacturing practices required by the
Regulatory Authorities, in the Territories where the Products are planned to be marketed, and set forth in the applicable law,
policies or guidelines, in effect at any time during the term of this Agreement, for the Production and testing of pharmaceutical
materials as applied solely to Product.


 


“Delivery
Date” shall mean the date that Product is made available for pick-up at Baxter’s facility to a common carrier designated
by Client.


 


“Effective
Date” shall mean the date first set forth above.


 


“Feasibility
Batch” shall mean a Batch of Product that is intended for testing purposes only.


 


“Excipient
by Oasmia” shall mean the bulk Excipient XR17, supplied by Oasmia to Baxter in a liquid form. This Excipient shall also
be referred to as a “Client Supplied Component”.


 


“FIFO”
First in First Out criteria shall involve all Client supplied Components in Baxter storage or warehouses.


 


“FD&C
Act” shall mean the United States Federal Food and Cosmetic Act, as amended, or any corresponding Act in each jurisdiction.


 


“GXP”
shall mean Good Distribution Practice or Good Storage Practice according to FDA and EMA.


 


“Intellectual
Property” shall mean ideas, concepts, discoveries, inventions, developments, know-how, trade secrets, techniques, methodologies,
modifications, innovations, improvements, writings, documentation, data and rights (whether or not protectable under state, federal
or foreign patent, trademark, copyright or similar laws) or the like, whether or not written or otherwise fixed in any form or
medium, regardless of the media on which contained and whether or not patentable or copyrightable.


 





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“Inventions”
shall mean any inventions, discoveries, innovations, methods, improvements, processes, techniques or other valuable developments,
whether patentable or copyrightable or not, specifically relating to Product, the Excipient by Oasmia, the Active or their manufacture,
arising out of the performance of services under this Agreement by Baxter or the Client and/or any use of either Client Intellectual
Property and/or the Active. For the avoidance of doubt, Inventions include Process Inventions, as defined below.


 


“Long Range
Forecast” shall be defined as set forth in Section 4.1.


 


“Master Batch
Record” or “MBR” shall mean, with respect to each Presentation of Product to be Produced hereunder,
a formal set of instructions for the Production of each Presentation of such Product. The MBR shall be developed and maintained
in Baxter’s standard format by Baxter, using Client’s master formula and technical support.


 


“NDA”
shall mean the FDA-required New Drug Application (applicable for U.S. production only).


 


“Packaging
Materials” as used in this Agreement shall mean any material employed in the packaging of the Product, excluding any
outer packaging used for transportation or shipment. Packaging Materials are referred to as primary or secondary according to whether
or not they are intended to be in direct contact with the Product. All Packaging Materials are listed in the Product Master Plan.


 


“Presentation”
shall mean the specific formula and Components for the Product. 


 


“Process Inventions”
shall mean any Inventions that are new manufacturing technologies, methods, processes or techniques, or are improvements to existing
manufacturing technologies, methods, processes or techniques, and that are broadly applicable to pharmaceutical products in general
or to particular classes of pharmaceutical products. For purposes of clarity, Process Inventions shall not include such Inventions
that (i) are only applicable to Product and/or the Active and/or the Excipient by Oasmia and/or (ii) require the use of Product
and/or the Active Pharmaceutical Ingredient.


 


“Produce”
or “Production” shall mean the, formulation, filling, packaging, inspecting, labeling, and testing of Product
by Baxter.


 


“Product”
shall mean product as specified in the Product Master Plan.


 


“Product Master
Plan” or “PMP” shall mean an addendum to this Agreement for Product Produced hereunder, which may
include, without limitation, the Product, Product Specifications, Components, Component Specifications, Raw Materials, Regulatory
Authorities, the countries where such Product will be sold, Presentations, and pricing for such Product Produced under this Agreement.
Each involved Product shall have its specific PMP. PMP will be a separate document to the CPA. Each Product will have a CPA and
a PMP.


 


“Product Specifications”
shall mean, with respect to Product, the specifications and testing to be performed for the Raw Materials, the Product, and/or
the stability program that are set forth in Baxter’s SOPs and the Master Batch Records. The Product Specifications include
all tests that Baxter is required to conduct or cause to be conducted as specified in the Product Master Plan. The Product Specifications
may be modified from time to time only by a written agreement of Client and Baxter.


 


“Purchase
Order” shall mean written orders from Client to Baxter which shall specify (a) the quantity of Product ordered, (b) shipping
instructions (e.g. choice of container, temperature requirements), (c) delivery dates, and (d) delivery destinations.


 





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“Quality Agreement”
shall mean an addendum to this Agreement under which the Parties allocate the pharmaceutical responsibilities.


 


“Raw Material”
shall mean all materials used by Baxter in the Production of Product under this Agreement with the exception of Packaging Materials.
All Raw Materials are listed in the Product Master Plan.


 


“Regulatory
Approval” shall mean all authorizations by the appropriate Regulatory Authority necessary for commercial sale in a jurisdiction,
including without limitation, approval of labeling, price, reimbursement and Production by Baxter.


 


“Regulatory
Authority” shall mean the United States Food and Drug Administration, the EMA, the BfArM in Germany or respective Regulatory
Authorities in other countries as agreed upon by the Parties and set forth in a Product Master Plan or any successor entity thereto.


 


“Regulatory
Plan” shall mean document(s) containing regulatory services and support for the development and maintenance of regulatory
submissions and supporting documentation to be performed by Baxter as mutually agreed upon by the Parties.


 


“Released
Executed Batch Record” shall mean the completed batch record and associated deviation reports, investigation reports,
and Certificates of Analysis created for each Batch of Product as specified in the Product Master Plan.


 


“Rolling Forecast”
shall be defined as set forth in Section 4.1.


 


“Territory”
shall mean those countries as set forth in the Product Master Plan. 


 


“Testing Standards
and Procedures” shall mean, with respect to Product Produced hereunder, the written standards and procedures for evaluating
compliance with the applicable Product Specifications, as mutually agreed upon in writing by Client and Baxter, and incorporated
in the Product Master Plan.


 


“Unit”
shall mean an individually packaged dose of Product, including by way of example only, vial, as specified in the Product Master
Plan.


 


Article 2, COMMERCIAL PRODUCT ADDENDUM,
PRODUCT MASTER PLAN AND QUALITY AGREEMENT


 


2.1           Commercial
Product Addendum. For Commercial Product Produced by Baxter hereunder, the Parties shall enter into a Commercial Product Addendum
similar in form to the Commercial Product Addendum attached hereto as Exhibit B.


 


2.2           Product
Master Plan. For Product to be Produced by Baxter hereunder, the Parties shall agree in writing upon a Product Master Plan.
In no event shall Baxter be required to schedule any Production until a Product Master Plan for such Product has been approved
in writing by both Baxter and Client.


 


2.3           Quality
Agreement. For the Production by Baxter hereunder, the Parties shall conclude an agreement to allocate the pharmaceutical responsibilities.
In no event shall Baxter be required to schedule any Production until a Quality Agreement has been duly signed by both Baxter and
Client. The Quality Agreement shall govern with respect to all quality-related matters.


 





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2.4           Amendment.
This Agreement and each Commercial Product Addendum/Quality Agreement/Product Master Plan may be amended from time to time, only
upon mutual written agreement of Client and Baxter. Upon execution of any Commercial Product Addendum, Quality Agreement or Product
Master Plan or any amendment thereof, such Commercial Product Addendum, Product Master Plan/Quality Agreement shall be deemed to
be incorporated herein and by reference and made an integral part of this Agreement. In case of any inconsistencies between this
Agreement and any, Commercial Product Addendum, Quality Agreement or Product Master Plan, the Quality Agreement will prevail for
matters of Quality and this Agreement shall prevail for all business, legal, or financial issues, unless otherwise explicitly agreed
to in writing by the Parties.


 


Article 3, PURCHASE AND SUPPLY OF PRODUCT


 


3.1           Agreement
to Purchase and Supply Commercial Product. Client shall purchase from Baxter Commercial Product, and Baxter shall Produce and
deliver to Client Commercial Product for sale in the Territory in accordance with the terms and conditions of this Agreement. This
purchase and supply arrangement between the Parties is a non-exclusive arrangement unless otherwise agreed upon in a Commercial
Product Addendum.


 


For good order's sake
Baxter is hereby informed that Client's distributors have the right to request Client to appoint a second source manufacturer.
In the event Client for any reason at any time during the Term is unable to supply Client's distributor with Products ordered including:
to deliver the Product on time; or of agreed Quality; or not technically capable of delivering the Product to agreed specification;
and such inability continues for a period exceeding one (1) month, Client's distributor shall have the right to order the Product
from such second source manufacturer until such time that Client's failure to supply conforming Products is remedied.


 


3.2           Reprocessing,
Rework, Reproduction or Change. If reprocessing, rework, reproduction, or change is requested by Client for Product, Client
shall be responsible for, and promptly reimburse Baxter for all costs and expenses incurred in connection with such reprocessing,
rework, reproduction, or change. However, such costs and expenses shall be agreed upon in writing before Baxter makes any commitments
incurring such costs and expenses.


If reprocessing, rework,
reproduction, or change is requested by Baxter or if such reprocessing, rework, reproduction, or change is caused by the negligent
acts or omissions of Baxter, Baxter shall, to the extent of its negligent acts or omissions, be responsible for the costs and expenses
incurred in connection with such reprocessing, rework, reproduction or change requested by Baxter or to the extent caused by Baxter's
negligent acts or omissions, provided, however, that such costs shall not exceed the Purchase Price of the affected Batch.


 


3.3           Purchase
of Packaging Materials. Baxter will purchase the Packaging Materials itemized in the Product Master Plan and marked
“Baxter”, primary container Components and secondary packaging materials and Client will supply the Packaging Materials
itemized in the Product Master Plan and marked “Oasmia”, required to produce the Product in sufficient quantity to
fulfill Client’s Purchase Order for Product.


 


3.4           Components.
Client, at its sole cost and expense (including, without limitation, shipping costs), shall supply to Baxter, in a timely manner,
(a) all Active Pharmaceutical Ingredients required to satisfy the terms of this Agreement and (b) all other Client supplied Components,
including without limitation the Excipient by Oasmia, required to satisfy the terms of this Agreement. On receipt of the API and
Client supplied Components, Baxter’s sole obligation with respect to evaluation of the API and Client supplied Components
shall be to review the accompanying Certificate of Analysis to confirm that the Active Pharmaceutical Ingredients and Client supplied
Components (if applicable) conform with the specifications. The responsibility for vendor/supplier qualification is set forth in
the Quality Agreement.


 





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3.5           Importer
of Record. In the event any material or equipment to be supplied by Client is imported into Germany for delivery to Baxter
(“Imported Goods”), such Imported Goods shall be imported DDP Halle/Künsebeck (Incoterms 2000). Client
shall be the “Importer of Record” of such Imported Goods. As the Importer of Record, Client shall be responsible
for all aspects of the Imported Goods including, without limitation (a) customs and other regulatory clearance of Imported Goods,
(b) payment of all tariffs, duties, customs, fees, expenses and charges payable in connection with the importation and delivery
of the Imported Goods, and (c) keeping all records, documents, correspondence and tracking information required by applicable laws,
rules and regulations arising out of or in connection with the importation or delivery of the Imported Goods.


 


3.6.          Storage


 


  3.6.1           Product
Storage.  Baxter will store Product up to *** (***) calendar days free of charge. After ***
(***) calendar days from the Product release, Baxter may charge storage fees as set forth in the Product Master Plan.


 


  3.6.2           Third
Party Storage. Baxter shall be permitted to store Product and Components in third party storage facilities qualified by Baxter,
compliant to GXP.


 


  3.6.3           Material
Storage. Baxter shall store the Components, Active and any other Client supplied Components and Excipient by Oasmia according
to the specific requirements specified by the Client and as set forth in Baxter’s SOPs.


 


  3.6.4           FIFO.
For all Client supplied Components in stock in Baxter’s warehouse the First in First Out (FIFO) criteria shall be adhered
to.


 


Article 4, FORECASTS, ORDERS, and CAPACITY



 


4.1           Forecasts
for Commercial Product. The initial general planning for the production of Commercial Products shall be based on the forecast
set forth in the Commercial Product Addendum. Within fifteen (15) business days from Regulatory Approval and prior to the tenth
(10th) business day after the end of each Contract Year thereafter, Client will provide to Baxter in writing a forecast
for each Contract Year during the remainder of the Term of Client’s estimated contract
requirements for each Commercial Product (the “Long Range Forecast”). Within fifteen (15) business days from
Regulatory Approval and prior to the tenth (10th) business day of each month, Client will provide Baxter in writing
a twelve (12) month rolling forecast of Client’s estimated Contract Requirements for Commercial Product (the “Rolling
Forecast”). Baxter specifically agrees that such Long Range Forecasts and Rolling Forecasts submitted by Client will
be for general planning purposes only, and shall not be binding on Client or Baxter, except as provided below in Section 4.2 and
Section 4.3.


 


4.1.1       Forecasts
for Clinical Product. For Clinical Product, the Parties will set forth in the Product Master Plan the agreed upon forecast
mechanism for production of Clinical Product.


 


4.2           Product
Orders. During the Term, Baxter shall supply Client with the quantity of Commercial Product ordered by Client, unless the quantity
for any three month period exceeds ***percent (***%) of the Rolling Forecast for such three month period, in which event Baxter
shall use good faith efforts to supply quantities in excess of ***percent (***%) of the Forecast for such three month period. In
no event shall Client order and purchase in any such three month period ***percent (***%) of the Rolling Forecast for such three
month period (the “Minimum Quantity”). Client agrees to use good faith efforts to evenly distribute such quantities
across each twelve (12) month period. ***. Notwithstanding the foregoing, in any Contract Year or as applicable any renewal term,
Baxter shall not be obligated to Produce more than the quantity of Commercial Product set forth in the applicable Commercial Product
Addendum as Baxter’s Supply Obligation.


 





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4.3           Annual
Obligation. Client shall be obligated to purchase from Baxter a minimum number of Units of Commercial Products for each Contract
Year during the Commercial Product Addendum Term as set forth in the Commercial Product Addendum (the “Annual Obligation”).
*** No later than ninety (90) calendar days before the commencement of a new Contract Year, the Parties will discuss whether the
Annual Obligation for the upcoming Contract Year needs to be increased to accommodate any increase in the market demand of the
Product. In the event the Parties agree upon an increase in the Annual Obligation, the Commercial Product Addendum shall be amended
to reflect any agreed upon increase in the Annual Obligation and Baxter’s Supply Obligation. In the event of a diminished
market due to a Regulatory Authorities’ intervention that limit the possible sales volumes of a Product by fifty percent
(50%) or more, this shall have an influence on Oasmia’s Annual Obligation and Baxter’s Supply Obligation, and an amendment
to reflect such change shall be inserted in the CPA immediately.


 


4.4           Annual
Obligation in the event of One Regulatory Approval. Notwithstanding anything to the contrary in the foregoing, in the event
either of the EMA or the United States Food and Drug Administration rejects Client's application for Regulatory Approval for
the Product the Long Range Forecast, Baxter’s Supply Obligation, and the Annual Obligation, shall be subject to revision
by the Parties and the Parties agree to enter into a revised Exhibit to reflect such changes. Accordingly the parties shall in
good faith negotiations decide upon a new Long Range Forecast, Baxter Supply Obligation and Annual Obligation taking into account
the decline of the potential market due to such rejection.


 


4.5           Purchase
Orders. Prior to the end of a month, Client shall submit Purchase Orders to Baxter covering Client’s purchases of Product
pursuant to this Agreement. Such Purchase Orders shall specify quantities of Units as further set forth in the Product Master Plan.
Client shall not, without the written consent of Baxter, designate a delivery date in a Purchase Order earlier than three (3) months
from the date Client submits.


 


Baxter shall provide
a confirmation of receipt of each Purchase Order setting forth the Delivery Date that Baxter will meet and setting forth Baxter’s
filling date for such order. Upon sending of the confirmation, such Purchase Order shall become a “Firm Purchase
Order”. A Firm Purchase Order shall be a binding obligation on behalf of both parties, and cancellation or modification
of a Firm Purchase Order shall not relieve the obligation to pay the amount set forth in the Firm Purchase Order.


 


If Baxter is unable
to meet the delivery date specified by Client, Baxter shall so notify Client and provide to Client an alternative Delivery Date,
which shall not be more than sixty (60) calendar days later than the initial delivery date designated by Client in its Purchase
Order.


 


Client shall order
full batches of Product on a single Purchase Order.


 


4.6           Component
and Excipient by Oasmia Delivery Delays. Timely delivery of Client supplied Components and Excipient by Oasmia shall mean that
the respective materials and the required documents reach Baxter at least twenty (20) business days prior to the scheduled manufacturing
date of such Product determined by the Firm Purchase Order. A delay in delivery of the Components by the vendor shall not be considered
to be a delay by Baxter. Notwithstanding anything in this Agreement to the contrary, in the event that Baxter receives the Components
and associated GMP documents for the Production of Product from Client less than twenty (20) business days prior to the scheduled
Delivery Date of such Product, due to reasons other than Force Majeure (as defined in Article 19 herein below) Baxter may charge
Client Reservation Fees as set forth in the Product Master Plan. In the event of a delay in delivery of Components supplied by
Baxter due to a failure by Baxter to comply with known vendor ordering lead times, if such delay causes Product delivery to Client
after the Delivery Date pursuant to Section 4.4, Baxter shall compensate Client and pay, as liquidated damages, the applicable
Late Delivery Fee as set forth in the Product Master Plan.


 


Article 5, PRICE


 


5.1           Product
Purchase Price. The price to be paid by Client for Commercial Product under this Agreement and the Product set forth in the
Prior Agreement is set forth in the price tiers in Exhibit A, subject to Section 5.2 (“Purchase Price”) . For
Commercial Product, initially, the Purchase Price will be based upon a full Batch Produced by Baxter. Based upon a mutually-agreed
upon strategy, as specified in the Product Master Plan, the Parties agree to transition the Purchase Price for Commercial Product
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5.2           Purchase
Price Adjustment. Upon January 1 of each calendar year, the Purchase Price of Commercial Product may be adjusted by Baxter.
The annual Purchase Price adjustment for a Product for any calendar year shall not exceed four percent (4%), provided, that Oasmia
has met its Annual Obligation for such Product during the prior calendar year. Baxter shall provide Client with written notice
on or before November 1 of each calendar year, which notice shall set forth the amount of such Purchase Price change. The annual
Purchase Price Adjustment shall be applied to each price tier set forth in Exhibit A. Further, commencing on January 1 of the second
calendar year and thereafter, the annual Purchase Price Adjustment, shall be made to each price tier, as each tier is further adjusted
by all prior annual Purchase Price Adjustments. If no agreement is reached on an adjustment, Baxter may change the Purchase Price
by a percentage, which may not exceed the percentage change in the *** during the previous twelve (12)-month period, as published
by the ***. Notwithstanding the foregoing, price changes in the cost of Components will result in corresponding Purchase Price
adjustments.


 


5.3           Productivity
Gains. Any productivity gains incurred during the processing or developing of the processes or manufacturing by Baxter or Oasmia
for the Product, shall be shared 50/50 by the Parties. The Parties undertake to inform each other of any such productivity gain.
Any productivity gains that will have an effect on the Purchase Price of Product are to be discussed and implemented as soon as
reasonably possible.


 


Article 6, SHIPMENT AND INVOICING


 


6.1           Delivery
Terms. Product shall be delivered to Client *** at Baxter’s facility in Halle/Künsebeck, Westphalia, Germany freight
collect, by a common carrier designated by Client. Client shall procure, at its cost, insurance covering damage or loss to the
Product during shipping.


 


6.2           Subsequent
Export: Client agrees and represents that Client is the owner of the goods that are consigned to Baxter for contract manufacturing
services and warrants that Client is responsible for any subsequent export or re-export and will comply with all applicable laws
and regulations relating to the export or re-export, including the prohibition against unlawful transhipments. Further, where such
goods are destined for export or re-export, Client agrees and accepts that is shall act as the exporter of record, and warrants
that as the exporter of record, it will duly authorize and retain an agent who will act on its behalf, assuming all attendant responsibilities
associated with the export or re-export, including obtaining any necessary export licenses. Client’s responsibilities as
the exporter of record, include, but are not limited to, cooperating with its agent in providing a detailed description and accurate
valuation and classification of the goods on the export commercial invoice, bills of lading, and all other required documentation.
Client further agrees to defend Baxter against any civil action, civil or criminal, private or public, in connection with the subsequent
export or re-export by Client of the goods.


 


6.3           Foreign
Corrupt Practices Act. Client acknowledges it is not the agent of Baxter and represents and warrants that it has not, and covenants
that it will not pay anything of value to any government employee in connection with the sale of the Product.


 


6.4           Payment
Terms. Baxter will issue an invoice for payment on the date of the Batch release. Payments shall be made within forty-five
(45) days of the invoice date by wire transfer to a bank account specified by Baxter. Each invoice shall be payable by Client in
accordance with the terms noted above. All prices quoted by Baxter, e.g. in the Product Master Plan, are ex value added taxes and
in Euros. Any payment due under this Agreement not received within the times noted above shall bear interest of one percent (1%)
per month on the outstanding balance compounded monthly.


 





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6.5           Default
in Payment Obligations. In addition to all other remedies available to Baxter in the event of a Client default, if Client repeatedly
fails to make payments as required hereunder, Baxter may refuse to Produce or make available for pick-up any Product until Client’s
account is paid in full, or the Client has deposited the amount in dispute with an appropriate third-party escrow agent pending
the final outcome of the dispute or placed the account on a letter of credit basis. The escrow agent shall be a commercial bank
of high standing.


 


Article 7, ACCEPTANCE OF PRODUCT


 


7.1           Product
Conformity. Within thirty-five (35) business days from the date of shipment of Product and/or Released Executed Batch Record,
as defined in Product Master Plan, to Client, whichever is later, Client shall determine whether (a) Clinical Product was Produced
according to the Product Specifications, Master Batch Records, and Baxter SOPs and (b) Commercial Product conforms to the Product
Specifications, Master Batch Record, and Baxter SOPs (the “Product Requirements”), provided, however, that Client
shall have the right to revoke acceptance if, within one hundred and twenty (120) days of receipt of the Batch, Client discovers
a defect not reasonably discoverable at time of delivery. Baxter will not ship a Product that Baxter has rejected.


 


  7.1.1           If
(a) any shipment of Product does not meet the Product Requirements, or (b) Client fails to notify Baxter in writing within the
applicable time periods that any shipment of Product does not meet the Product Requirements due to recognizable defects, then Client
shall be deemed to have accepted the Product and waived its right to revoke acceptance.


 


  7.1.2           If
Client believes any shipment of Product does not meet the Product Requirements, it shall notify Baxter by electronic message including
a detailed explanation of the non-conformity and shall confirm such notice in writing via electronic message to Baxter. Upon receipt
of such notice, Baxter will investigate such alleged non-conformity, and (i) if Baxter agrees such Product is non-conforming, Baxter
and Client will mutually determine a corrective action plan within forty-five (45) calendar days after receipt of Client’s
written notice of non-conformity, or such additional time as is reasonably required if such investigation or plan requires data
from sources other than Client or Baxter, or (ii) if Baxter disagrees with Client’s determination that the shipment of Product
is non-conforming, Baxter shall so notify Client by electronic message within a forty-five (45) calendar day period and confirm
such notice in writing by overnight delivery to Client.


 


  7.1.3           If
the Parties dispute whether a shipment of Product is conforming or non-conforming, the shipment of Product will be submitted to
a mutually acceptable laboratory or consultant for resolution, whose determination of conformity or non-conformity, and the cause
thereof of non-conformity, shall be binding upon the Parties. Notwithstanding the foregoing, Client cannot release a Batch of Product
that Baxter has rejected. The costs of such laboratory or consultant are to be borne by the Party whose determination was incorrect.


 


7.2           Remedies
for Non-Conforming Commercial Product


 


  7.2.1           In
the event Baxter agrees that the shipment of Commercial Product is non-conforming in part as a result of the negligence or willful
misconduct of Baxter or a laboratory or consultant determines that the shipment of Commercial Product is non-conforming in part
as a result of the negligence or willful misconduct of Baxter, then Baxter, to the extent of its negligence or wilful misconduct,
will (i) replace such non-conforming Commercial Product as soon as possible assuming sufficient Active and any other Client supplied
Component will be provided by Client in due time to carry out the Production, (ii) reimburse Client for its actual cost of the
Active and any other Client supplied Component for the replacement Commercial Product, which cost shall not exceed the Purchase
Price of the non-conforming Batch of Commercial Product, and (iii) bear the costs of such laboratory or consultant, if applicable.


 





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  7.2.2           Notwithstanding
anything to the contrary in the foregoing, Baxter shall have no obligation to replace the non-conforming Product if the process
provided by Client is not sufficient to produce conforming Product. Baxter agrees that a conclusion that Client-provided process
is not sufficient to produce conforming Product cannot reasonably be made if such process has previously resulted in conforming
Product at Baxter. Baxter is not responsible for defects that are caused by Components supplied by Client or upon instructions
of the Client.


 


  7.2.3           Production
deviations and investigations which occur during Production of Product and which do not cause the Production to be non-compliant
with cGMP or with Specifications shall not be deemed to cause such Product to be non-conforming.


 


7.3                        Yield
for Commercial Product. Within thirty (30) calendar days from Baxter’s release of the final process validation batch,
Oasmia and Baxter shall establish and mutually agree upon an appropriate number of units to be produced from the established volume
of compounded bulk solution for Production of Commercial Product. The agreed upon number of units shall take into consideration
losses of compounded bulk solution during Production of Commercial Product including without limitation loss in filter houses,
and in-process-control samples to enable Baxter to manufacture a full scale batch (***) (the “Yield Rate”).
Pre-defined Commercial Product samples such as e.g. release samples, stability samples, etc. shall also be considered in the yield
calculation. The Yield Rate shall be further defined in the Product Master Plan. Process validation batches will not be included
in determining the Yield Rate.


 


If the yield of a Batch of Commercial Product
is at or above the Yield Rate, or below the Yield Rate due to an act or omission of Baxter, the unit price for Commercial Product
as set forth in the Product Master Plan will apply to the Units of Commercial Product in such Batch. If the yield of such Batch
is below the Yield Rate due to a reason other than an act or omission of Baxter, then the price of the Commercial Product will
be based off of a batch price calculated using the average Yield Rate for Batches of Commercial Product Produced during the prior
twelve (12) months, excluding any process validation batches. Notwithstanding the foregoing, if following the Production of the
first five (5) Batches of Commercial Product the actual yield for such Batches is less than the expected Yield Rate, the parties
shall meet to mutually agree upon an action plan which shall include a re-defining of the Yield Rate for the Production of future
Batches of Commercial Product.


 


Variation in yield shall not be looked
upon as non-conforming, as long as the variation is within the limits acceptable by GMP’s. For the avoidance of doubt any
loss due to non-conforming Product shall be handled in accordance with Section 7.2.1; no loss will be compensated under more than
one such section.


 


7.4           Remedies
for Non-Conforming Process Validation Batches or Clinical Product. Notwithstanding Section 7.2, in the event Baxter agrees
that a process validation batch or Batch of Clinical Product is non-conforming solely as a result of the negligence or willful
misconduct of Baxter or a laboratory or consultant determines that a process validation batch or Batch of Clinical Product is non-conforming
solely as a result of the negligence or willful misconduct of Baxter, then Baxter shall (i) replace such non-conforming process
validation Batch or Batch of Clinical Product as soon as possible assuming sufficient Active and any other Client supplied Component
will be provided by Oasmia in due time to carry out the Production, (ii) reimburse Client for its actual cost of the Active and
any other Client supplied Component for the replacement Process Validation Batch or Batch of Clinical Product, which cost shall
not exceed the Purchase Price of the non-conforming Batch, and (iii) bear the costs of such laboratory or consultant, if applicable.


 





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Article 8, TERM AND TERMINATION


 


  8.1           Term.
This Agreement shall be effective on the Effective Date and shall continue until the later of: (a) ***or (b) *** (the “Term”),
unless earlier terminated in accordance with Sections 8.2, 8.3, 8.4 or 8.5 of this Agreement.


 


  8.1.1       Commercial
Product Addendum Term and Renewal Term. Each executed Commercial Product Addendum shall commence on the Commercial Product
Addendum Effective Date and continue for the period of time set forth in the Commercial Product Addendum (“Initial Commercial
Product Addendum Term”) , unless the Commercial Product Addendum and/or this Agreement are earlier terminated in accordance
with this Article 8. Each Commercial Product Addendum will be renewed automatically for *** (***) *** (***) month *** term commencing
at the expiration of the Initial Commercial Product Addendum Term and for *** (***) additional *** (***) month term commencing
at the end of the first Commercial Product Addendum Renewal Term unless either Client or Baxter terminates the Commercial Product
Addendum by giving the other party written notice of intent to terminate at least *** (***) months prior to the expiration of the
Initial Commercial Product Addendum Term or the first Commercial Product Addendum Renewal Term.


 


  8.1.1       Annual
Obligation and Supply Obligation for any Commercial Product Addendum Renewal Term. Eighteen (18) months prior to the expiration
of the Initial Commercial Product Addendum Term or the first Commercial Product Addendum Renewal Term, the Parties shall mutually
agree upon Oasmia’s Annual Obligation and Baxter’s Supply Obligation for the upcoming renewal term and such obligations
shall be set forth in an amended Exhibit B to this Agreement. In the event the Parties are unable to reach agreement on the Annual
Obligation and Supply Obligation for any renewal term, this Agreement shall terminate in accordance with this Section 8.1.1. Any
such termination shall be subject to Section 8.6.


 


8.2           Termination
for Breach. Either Party may terminate this Agreement and/or any Commercial Product Addendum upon the breach of any provision
of this Agreement by the other Party if such breach is not cured by the breaching Party within forty-five (45) calendar days for
monetary defaults, and sixty (60) calendar days for non-monetary defaults after receipt by the breaching Party of written notice
of such default. At the option of the non-breaching Party, such termination may be with respect to the entire Agreement, or only
with respect to the specific Commercial Product Addendum, which is subject of the event relating to the breach.


 


8.3           Termination
for Financial Matters. This Agreement may be terminated immediately by either Party by giving the other Party written notice
thereof in the event such other Party makes a general assignment for the benefit of its creditors, or proceedings of a case are
commenced in any court of competent jurisdiction by or against such Party seeking (a) such Party’s reorganization, liquidation,
dissolution, arrangement or winding up, or the composition or readjustment of its debts, (b) the appointment of a receiver or trustee
for or over such Party’s property, or (c) similar relief in respect of such Party under any law relating to bankruptcy, insolvency,
reorganization, winding up or composition or adjustment of debt, and such proceedings shall continue undismissed, or an order with
respect to the foregoing shall be entered and continue unstated, for a period of more than sixty (60) calendar days. In the event
of termination of this Agreement under this Section 8.3, all Commercial Product Addenda and Product Master Plans shall simultaneously
terminate effective as of the date of termination of this Agreement.


 


8.4           Termination
for Failure to Scale-Up. If Baxter is unable to scale-up the Production process as set forth in the Product Master Plan due
to an act or omission of Baxter, Client may terminate the applicable Commercial Product Addendum and Product Master Plan, subject
to Section 8.6.


 


8.5           Termination
in the Event of Failure to Obtain Regulatory Approval.  In the event Client does not receive Regulatory Approval of a Product
by the anticipated Regulatory Approval date set forth in the Commercial Product Addendum Client may terminate the applicable Commercial
Product Addendum within twelve (12) months following this date, subject to Section 8.6.


 





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8.6           Non-cancelable
Costs and Expenses. In the event of the termination of a Product Master Plan, Commercial Product Addendum and/or this Agreement,
except by Client as a result of a breach by Baxter under Section 8.2 or termination pursuant to Section 8.4, Client shall (a) reimburse
Baxter for all Components ordered prior to termination and not cancelable at no cost to Baxter, and (b) pay Baxter for any Firm
Purchase Orders. In addition, Client shall pay prices described in Article 5 for (i) all work-in-process commenced by Baxter and
(ii) all finished goods of Baxter. Baxter shall deliver such materials to Client pursuant to Section 6.1. Client shall make payment
for all expenses described in this Section 8.6 thirty (30) calendar days from the invoice date.


 


8.7           Procedure
in case of Expiry of a Commercial Product Addendum and/or the Agreement. In case a Commercial Product Addendum or the Agreement
expires pursuant to Section 8.1 Client is obliged to buy from Baxter all Components ordered unless Baxter can reasonably use these
materials otherwise. Moreover, Client assumes the responsibility to purchase from Baxter all semi-finished and finished Products
in stock.


 


8.8           Survival.
Termination, expiration, cancellation or abandonment of this Agreement through any means or for any reason, except as set forth
in Section 13.1, shall be without prejudice to the rights and remedies of either Party with respect to any antecedent breach of
any of the provisions of this Agreement. The provisions of Articles 12, 13, 14, 15, 16, 17 and 18 hereof shall survive expiration
or termination of this Agreement. On termination of this Agreement, unless otherwise requested in writing by Client, Baxter shall
have no right to continue production of the Products or use any remaining inventory of Excipients by Oasmia.


 


Article 9, PRODUCTION OF PRODUCT


 


9.1           Production.
Baxter shall Produce Product in accordance with the Master Batch Record, the Quality Agreement, cGMP or any other applicable laws
or regulations as set forth in the Product Master Plan.


 


9.2           Audits.
Client and its distributors shall have the right to audit Baxter’s facilities to determine compliance with (i) cGMP and (ii)
applicable laws and regulations. Such audits shall be scheduled at mutually agreeable times upon reasonable advance written notice
to Baxter. Except for the first audit under this Agreement, audits shall be at Client’s expense as detailed in Product Master
Plan, if it occurs more than one (1) time every calendar year unless required by Baxter’s compliance status. Initial audit
by FDA or EMA directly connected to the Products shall be free of charge for Client. Notwithstanding the foregoing, in the event
the FDA or EMA request separate audits for the Product, i.e. one audit for Product indicated for human use and one audit for Product
indicated for veterinary use, these two (2) audits will be treated as one (1) audit for purposes of this section and will be free
of charge to Client. If Client requests additional audits which are not due to Baxter’s compliance status and Baxter agrees
to such audits, Client will incur fees as reasonably determined by Baxter. Such fees shall be paid promptly upon completion of
such audits. In connection with performing such audits, Client and its distributors shall comply with all reasonable rules and
regulations promulgated by Baxter. All information disclosed or reviewed in such inspections shall be deemed to be the property
of Baxter and Baxter Confidential Information. Any disclosure of Baxter Confidential Information by Client or Baxter to Client’s
distributor(s) shall be subject to a reasonable confidentiality agreement between Oasmia and such distributor with confidentiality
and non-use provisions no less restrictive than the provisions in the Confidentiality Agreement between Client and Baxter set forth
in Section 18.2. Client agrees to be responsible for any breach of such agreement by its distributors.


 


9.3           Testing.
Baxter shall test, or cause to be tested by third party testing facilities qualified by Baxter, in accordance with the Product
Specifications, each Batch of Product Produced pursuant to this Agreement before delivery to Client. A Certificate of Analysis
for each Batch of Product delivered to Client shall set forth the items tested by Baxter. Baxter shall send, or cause to be sent,
such certificates along with one (1) copy of the Certificate of Conformance to Client prior to or at the same time of shipment
of Product to Client and within six (6) weeks from the date of fill if such Batch requires no investigations and/or additional
testing. Client shall assume full responsibility for final release of each Batch of the Product.


 





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9.4           Stability
Testing. At Client’s request and expense, Baxter shall perform all stability testing required to be performed on development,
conformance and/or production batches of Product. Such testing shall be performed in accordance with the procedures set out in
the product-specific Baxter SOPs for the stability protocol and Product Master Plan.


 


9.5           Permits
and Licenses. Client shall have sole responsibility at its expense for obtaining all permits and licenses necessary and required
for sale and/or distribution of Product Produced by Baxter hereunder. Baxter shall be responsible at its expense to obtain and
maintain all generally required licenses and permits required for it to carry out its development, regulatory and production obligations
hereunder.


 


 


9.6           Regulatory
Requirements. Each Party promptly shall notify the other of new regulatory requirements of which it becomes aware which are
relevant to the Production of Product under this Agreement and which are required by an applicable Regulatory Authority or other
applicable laws or governmental regulations, and shall confer with each other with respect to the best means to comply with such
requirements. Baxter shall have no obligation to Produce Product in compliance with the explicit requirements of a Regulatory Authority
not specified in the Product Master Plan.


 


9.7           Equipment
Expenses. If Baxter is required to obtain specialized equipment approved by Client in order to Produce Product for Client,
the costs of such equipment shall be paid by Client, i.e., the actual purchase price paid by Baxter including shipping and insurance
costs plus a service fee that will cover specified costs from Baxter. Specified costs shall include but are not limited to
establishing the design of the equipment, managing the suppliers (price negotiation, procurement, receipt of equipment), installation
and qualification of the equipment and preventative maintenance. These costs will be provided for each involved item. The service
fee shall not exceed ***percent (***%) on the actual purchase price plus VAT. Baxter shall advise Client of the specialized equipment
required and the estimated costs associated with the purchase and installation of such equipment. Client shall be invoiced for
all approved costs regarding equipment by Baxter, and Client shall make payments promptly thereafter.


 


9.8           Ownership
of Equipment. Upon termination or expiration of this Agreement, Baxter shall assist Client in making the shipping arrangements
to ship the specialized equipment paid for by Client to Client at Client’s sole cost and expense.


 


9.9           Notwithstanding
the foregoing sections in Article 9, Article 9.1, 9.3 and 9.4 is not applicable for Production of a non-cGMP Feasibility Batch
of Product.


 


Article 10, REGULATORY


 


10.1        Regulatory
Approvals. Client will diligently pursue Regulatory Approval of marketing licenses for Product Produced by Baxter hereunder.
Client will advise Baxter of document requirements in support of filings and similar applications required of foreign governments
and agencies including amendments, license applications, supplements and maintenance of such. Baxter will provide documents and
assist Client in preparation of submissions to Regulatory Authorities designated by Client in support of Client’s applications
required of governments and licenses. All regulatory submission preparation and maintenance performed by Baxter for Client shall
be specified in the Regulatory Plan. Prior to submission to the Regulatory Authority, Client will provide Baxter with a
copy of the CMC section for Production of Product for review and comment. A final copy of the CMC section will be provided by Client
to Baxter upon submission to the Regulatory Authority. Upon Regulatory Approval, Client will notify Baxter within two (2) business
days of such approval and the anticipated date of Product launch to the market.


 





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10.2         Regulatory
Authority Inspections. At Client’s request, Baxter will authorize Regulatory Authorities to review related applications
on Client’s behalf as set forth in the Quality Agreement. Client shall bear the costs of Regulatory Authority Inspections
as set forth in the Product Master Plan.


 


Article 11, TRADEMARKS


 


11.1         Client
grants to Baxter a non-exclusive, royalty-free license to use Client Trademarks for the sole purpose of allowing Baxter to fulfill
its responsibilities under this Agreement. Such license shall not be transferable in whole or in part.


 


11.2         Client
shall be solely responsible for selecting, registering and enforcing Client Trademarks used to identify the Product and except
as set forth in Section 11.1 and shall have sole and exclusive rights in such Client Trademarks.


 


Article 12, REPRESENTATIONS AND WARRANTIES


 


12.1         Mutual
Representations. Each Party hereby represents and warrants to the other Party that (a) the person executing this Agreement
is legally authorized to execute this Agreement; (b) this Agreement is legal and valid and the obligations binding upon such Party
are enforceable by their terms; and (c) the execution, delivery and performance of this Agreement does not conflict with any agreement,
instrument or understanding, oral or written, to which such Party may be bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over it.


 


12.2         Baxter
Warranty. Baxter represents and warrants that each: (a) Batch of Clinical Product, process validation Batch or registration
Batch of Product shall be Produced in accordance with Product Specifications and cGMP, and (b) Batch of Commercial Product shall
conform to the Product Specifications and cGMP (the “Product Warranties”). Baxter represents and warrants that
it has obtained (or will obtain prior to Producing Product), and will remain in compliance with during the term of this Agreement,
all permits, licenses and other authorizations (the “Permits”) which are required under laws and regulations
applicable to the Production only of Product as specified in the Product Master Plan; provided, however, Baxter shall have no obligation
to obtain Permits relating to the sale, marketing, distribution or use of Product or with respect to the labeling of Product. Baxter
makes no representation or warranty with respect to the sale, marketing, distribution or use of printed materials specified by
Client or its consignee. For clarification purposes, the Product Warranties shall not apply to a Feasibility Batch of Product.


 


12.3         Client
Warranties. Client warrants that (a) it has the right to give Baxter any information provided by Client hereunder, and that
Baxter has the right to use such information for the Production of Product, and (b) Client has no knowledge of any (i) patents
or other intellectual property rights that would be infringed by Baxter’s Production of Product under this Agreement, or
(ii) proprietary rights of third parties which would be violated by Baxter’s performance hereunder (c) has obtained (or will
obtain prior to producing the Product), and will maintain, update and remain in compliance with all permits, licenses and other
authorizations necessary for Baxter's undertakings pursuant to this Agreement, which are required under federal, state and local
law, rules and regulations applicable to the Production, use and sale of the Product. Client warrants that the API provided to
Baxter hereunder will (1) conform to the API specifications and (2) not be adulterated or misbranded within the meaning of the
FD&C Act. Client will use and promote the Product in accordance with its regulatory filings and approvals.


 


12.4         Disclaimer
of Warranties. Except for those warranties set forth in Sections 12.1, 12.2 and 12.3 of this Agreement, the Parties make no
warranties, written, oral, express or implied, with respect to Product or the Production of Product. ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE AND NONINFRINGEMENT HEREBY ARE DISCLAIMED BY Baxter. NO WARRANTIES OF Baxter MAY BE CHANGED EXCEPT in writing
and signed BY A DULY AUTHORIZED REPRESENTATIVE OF Baxter. Client accepts Product subject to the terms hereof.


 





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Article 13, LIABILITY


 


13.1         Limitation
of Liability. Client’s sole and exclusive remedy for breach of this Agreement is limited to those remedies set forth
in Articles 4, 7, 8, 13, 14, and 16 and to replace the non-conforming Product. Without prejudice to any other limitation (whether
effective or not) of either Party’s liability, except as explicitly set forth in Articles 4, 7, 8, 14 and 16 neither Party
shall be liable (whether in contract, tort (including negligence) or for breach of statutory duty or otherwise) for any loss of
profits, use, expenses, including but not limited to the cost of cover, opportunity, goodwill, business or anticipated savings,
for any indirect or consequential losses in connection with this Agreement, the Products (in each case irrespective of any negligence
or other act, default or omission of a Party (or its employees or agents), and regardless of whether such loss or claim was foreseeable
or not or whether the other has been informed of the possibility of such loss). Nothing in this Clause 13.1 shall however operate
to limit or exclude any liability for fraud. As permitted by the applicable laws, under no circumstances shall Baxter’s aggregate
liability with regard to each Product under this Agreement, including but not limited to recall costs or third party claims, exceed
the total value of the Purchase Price paid to Baxter under the applicable Commercial Product Addendum or Product Master Plan for
the Product giving rise to the loss or claim in the *** (***) months prior to the date on which the first cause of action accrued
with respect to that Product.


 


All claims by a Party
for breach or default under this Agreement shall be brought within one (1) year after the cause of action incurred or shall be
deemed waived.


 


13.2         Waiver
of Claims: In connection with providing development services, Baxter represents only that it will use reasonable care in providing
such information solely as it relates to primary packaging and manufacturing process development. Baxter makes no representation
or warranty, and Client expressly waives all claims against Baxter and its Affiliates, and any of their respective agents or employees,
arising out of or in connection with any claims relating to the stability, efficacy, safety, or toxicity of Drug Product developed,
formulated, packaged or manufactured in accordance with the development services provided by Baxter.


 


13.3         Risk
of Loss of Baxter Property and Client Property.


All Baxter-supplied Components and equipment
used by Baxter in the Production of Product (“Baxter Property”) shall at all times remain the property of Baxter
and Baxter assumes risk of loss for such Baxter Property until delivery of Product to a common carrier as specified under Section
6.1. Except as provided in Sections 7.2.1, 7.3, 7.4 and 13.3.1, Client assumes all risk of loss for all Client equipment used in
Production, Client-supplied Components, API and all Product (“Client Property”).


 


 13.3.1  Reimbursement
for Lost or Damaged Client Property. In the event of loss or damage to API or Product that occurs prior to or after Production,
if such API or Product is lost or damaged before shipment of Product ti Client as a result of the negligence or wilful misconduct
of Baxter, Baxter shall, to the extent of its negligence or wilful misconduct, reimburse Client for its actual, out-of-pocket cost
for the lost or damaged API and Product, at the amount(s) set forth in the PMP; provided, however, that such reimbursement for
the API will not exceed the Purchase Price of the Batch of Product that would have been Produced using such API; or, for the Product,
the Purchase Price paid to Baxter for the Batch of Product that was lost or damaged.


 





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Article 14, INDEMNIFICATION 


 


14.1         Client
Indemnification. Client shall indemnify, defend and hold harmless Baxter and its Affiliates and any of their respective directors,
officers, employees, subcontractors and agents (collectively the “Indemnified Baxter Parties”) from and against
any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits,
losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection
with property damage or personal injury (including without limitation death) of third parties (collectively, the “Claims”)
including without limitation Claims allegedly resulting from the negligent acts or omission of the Indemnified Baxter Parties or
for acts or omissions for which the Indemnified Baxter Parties otherwise would be strictly liable, in connection with (a) Client’s
transport, storage, promotion, labeling, marketing, distribution, use or sale of Product, (b) Client’s negligence or willful
misconduct, (c) Client’s breach of its representations or warranties under this Agreement, or (d) any claim that the use,
sale, Production (except Claims solely resulting from Baxter’s use of Baxter SOP’s in the Production), marketing or
distribution of Product by Baxter or Client violates the patent, trademark, copyright or other proprietary rights of any third
party, except as provided in Section 14.2.


 


14.2         Baxter
Indemnification. Baxter shall indemnify, defend and hold harmless Client and its Affiliates and any of their respective directors,
officers, employees, subcontractors and agents (collectively the “Indemnified Client Parties”) from and against
any and all Claims to the extent resulting from Baxter’s negligence or willful misconduct or Baxter’s breach of its
representations or warranties under this Agreement; provided, however, that Baxter’s total liability under this Agreement
for any and all Claims shall not exceed the total value of the Purchase Price paid to Baxter in the twenty-four (24) months prior
to the date on which the cause of action accrued.  


 


14.3         Indemnitee
Obligations. A Party (the “Indemnitee”) which intends to claim indemnification under this Article 14 shall
promptly notify the other Party (the “Indemnitor”) in writing of any action, claim or other matter in respect
of which the Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or
agents, intend to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period
of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced
by such failure. The Indemnitee shall permit, and shall cause its Affiliates, and their respective directors, officers, employees,
subcontractors and agents to permit, the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the
Indemnitee agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor
shall not enter into any settlement that would adversely affect the Indemnitee’s rights hereunder, or impose any obligations
on the Indemnitee in addition to those set forth herein, in order for it to exercise such rights, without Indemnitee’s prior
written consent, which shall not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without
the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates,
and their respective directors, officers, employees, subcontractors and agents shall fully cooperate with the Indemnitor and its
legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations
of this Article 14. The Indemnitee shall have the right, but not the obligation, to be represented in such defense by counsel of
its own selection and at its own expense.


 


14.4         Injunction.
In the event that the Production or sale of Product is enjoined due to alleged infringement by either Party of the proprietary
rights of a third Party, such action shall be deemed a breach of this Agreement by Client and subject to the terms of Article 8
unless the allegation of infringement is solely made against Baxter’s use of Baxter SOP’s in the Production


 





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Article 15, INSURANCE


 


15.1         Client
Insurance. During the Term of this Agreement and for a period of one (1) year beyond the expiration date of Product, Baxter
and Oasmia shall each maintain general business and product liability insurance coverage, in amounts *** € (***EURO) combined
single limit. Upon request by one Party, the other Party shall furnish to the requesting Party a certificate of insurance signed
by an authorized representative of the Party ́s insurance underwriter or in the case of Baxter, a certificate of self insurance,
evidencing the insurance coverage required by this Agreement. If Oasmia does not furnish such certificates, or if at any time during
the Term of this Agreement, Baxter is notified of the cancellation or lapse of Oasmia’s insurance, and Oasmia does not rectify
the same within fifteen (15) calendar days after notice from Baxter, in addition to all other remedies available to Baxter hereunder,
Baxter, at its option, may (i) cease all work-in-process and refuse further Purchase Orders until Oasmia re-establishes compliance
with the insurance requirements set forth in this Section 15.1 and/or (ii) terminate this Agreement. Notwithstanding the foregoing,
Baxter is, and shall during the Term of this Agreement remain, self-insured for the type of liability that could arise.


 


15.2         Baxter
Insurance. Baxter and its parent organization, Baxter International Inc., is, and shall during the Term of this Agreement remain,
self-insured for the type of liability that could arise under Section 14.2 of this Agreement.


 


15.3         No
Limitation: In no event will the liability of either Party be limited to that which is recoverable by insurance.


 


Article 16, COMPLAINTS, RECALL OF PRODUCT


 


16.1         Complaints.
In case Client or Baxter receives complaints regarding Products which require any investigations or tests on the side of Baxter,
Client is obliged to reimburse Baxter for any costs incurred in connection with this complaint provided that the Product has been
Client conforming to Product Requirements. Notwithstanding the foregoing, in the event Baxter has not provided Product that is
in compliance with Product Specifications and/or cGMP, Baxter shall bear all direct costs and expenses in connection with any investigation
or tests performed by Baxter with respect to said complaint.


 


16.2         Recalls.
In the event Client shall be required to recall any Product because such Product may violate local, state or federal laws or
regulations, the laws or regulations of any applicable foreign government or agency or the Product Specifications, or in the event
that Client elects to institute a voluntary recall, Client shall be responsible for coordinating such recall. Client promptly shall
notify Baxter if any Product is the subject of a recall and provide Baxter with a copy of all documents relating to such recall.
Baxter shall cooperate with Client in connection with any recall, at Client’s expense. Client shall be responsible for all
of the costs and expenses of such recall, except to the extent the recall is caused by Baxter's negligent acts or omissions or
wilful misconduct Baxter shall be responsible for the costs and expenses of such recall as set forth below.


 


Notwithstanding the
foregoing, for a recall resulting from Product failing to comply with the Product Specifications and/or cGMP due to Baxter's negligent
act or omission, *** shall bear all direct costs and expenses including without limitation the expenses for notification and destruction
or return of Product recalled, provided, however, that ***’s total liability for costs associated with such recall shall
not exceed two (2) times the Purchase Price paid to Baxter by Client for such Product, which is the subject of such recall.


 


Article 17, INTELLECTUAL PROPERTY 


 


17.1         Existing
Intellectual Property. Except as the Parties may otherwise expressly agree in writing, each Party shall continue to own its
existing patents, trademarks, copyrights, trade secrets and other intellectual property, without conferring any interests therein
on the other Party. Without limiting the generality of the preceding sentence, Client shall retain all right, title and interest
arising under the applicable laws, rules and regulations in and to all Products, labeling and trademarks associated therewith (collectively,
“Client’s Intellectual Property”). Neither Baxter nor any third Party shall acquire any right, title or
interest in Client Intellectual Property by virtue of this Agreement or otherwise, except to the extent expressly provided herein.


 





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17.2         Individually-Owned
Inventions. Except as the Parties may otherwise agree in writing, all Inventions (as defined herein) which are conceived, reduced
to practice, or created by a Party in the course of performing its obligations under this Agreement shall be solely-owned and subject
to use and exploitation by the inventing Party without a duty to account to the other Party.


 


17.3         Product-Related
Inventions. Client and Baxter each acknowledge and agree that all rights, title and interest in and to any Inventions, as between
the Parties, shall be owned by Client, except for Process Inventions, which shall be owned by Baxter and subject to the restrictions,
licenses and conditions set forth in Section 17.4 below.


 


17.4         Process
Inventions. The Parties agree that such Process Inventions shall be owned by Baxter and subject to the restrictions and conditions
set forth in this Section. Specifically, Baxter grants to Client a non-exclusive, paid up, royalty-free, irrevocable worldwide
license to Process Inventions that can be utilized for manufacturing of the Product that is the subject of this Agreement.


 


17.5         Disclaimer.
Except as otherwise expressly provided herein, nothing contained in this Agreement shall be construed or interpreted, either expressly
or by implication, or otherwise, as: (i) a grant, transfer or other conveyance by either Party to the other of any right, title,
license or other interest of any kind in any of its Inventions or other intellectual property, (ii) creating an obligation on the
part of either Party to make any such grant, transfer or other conveyance or (iii) requiring either Party to participate with the
other Party in any cooperative development program or project of any kind or to continue with any such program or project.


 


17.6         Rights
in Intellectual Property. The Party owning any Intellectual Property shall have the worldwide right to control the drafting,
filing, prosecution and maintenance of patents covering the Inventions relating to such Intellectual Property, including decisions
about the countries in which to file patent applications. Patent costs associated with the patent activities described in this
Section shall be borne by the sole owner. Each Party will cooperate with the other Party in the filing and prosecution of patent
applications. Such cooperation will include, but not be limited to, furnishing supporting data and affidavits for the prosecution
of patent applications and completing and signing forms needed for the prosecution, assignment and maintenance of patent applications.


 


17.7         Confidentiality
of Intellectual Property. Intellectual Property shall be deemed to be the Confidential Information of the Party owning such
Intellectual Property. The protection of each Party’s Confidential Information is described in Article 18. Any disclosure
of information by one Party to the other under the provisions of this Article 18 shall be treated as the disclosing Party’s
Confidential Information under this Agreement. It shall be the responsibility of the Party preparing a patent application to obtain
the written permission of the other Party to use or disclose the other Party’s Confidential Information in the patent application
before the application is filed and for other disclosures made during the prosecution of the patent application.


 


Article 18,
CONFIDENTIAL INFORMATION, NONDISCLOSURE AND PUBLICITY


 


18.1         Confidentiality.
It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose Confidential
Information to the other. Each Party agrees to take all reasonable steps to prevent disclosure of Confidential Information to third
parties. No provision of this Agreement shall be construed so as to preclude disclosure of Confidential Information as may be reasonably
necessary to secure from any governmental agency necessary approvals or licenses or to obtain patents with respect to the Product.


 


18.2         Prior
Confidentiality Agreement. This Agreement, by reference, incorporates the applicable Confidentiality Agreement to govern any
disclosure made under this Agreement, including but not limited to, the Commercial Product Addendum, the Product Master Plan and
any discussions in connection with them, and is made a part hereof as though fully set forth herein and all terms and conditions
set forth in the Confidentiality Agreement shall continue to govern any disclosure made under the Confidentiality Agreement.


 





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18.3         Third
Party Disclosure. Baxter shall be permitted to disclose Product information to third party developmental and analytical services
providers in connection with performance of its obligations hereunder provided such providers shall be subject to confidentiality
agreements. Either Party may disclose Confidential Information of the disclosing Party to those Affiliates, agents and consultants
who need to know such information to accomplish the purposes of this Agreement (collectively, “Permitted Recipients”);
provided that such Permitted Recipients are bound to maintain such Confidential Information in confidence.


 


18.4         Litigation
and Governmental Disclosure. Each Party may disclose Confidential Information hereunder to the extent such disclosure is reasonably
necessary for prosecuting or defending litigation, complying with applicable governmental regulations, provided that if a Party
is required by law or regulation to make any such disclosure of the other Party’s Confidential Information it will, except
where impractical for necessary disclosures, for example in the event of a medical emergency, give reasonable advance notice to
the other Party of such disclosure requirement and will use good faith efforts to assist such other Party to secure a protective
order or confidential treatment of such Confidential Information required to be disclosed.


 


18.5         Limitation
of Disclosure. The Parties agree that, except as otherwise may be required by applicable laws, regulations, rules or orders,
including without limitation the rules and regulations, and except as may be authorized in Section 18.4 and unless otherwise agreed
in the Agreement, no information concerning this Agreement and the transactions contemplated herein shall be made public by either
Party without the prior written consent of the other.


 


18.6         Publicity
and SEC Filings. The Parties agree that the public announcement of the execution of this Agreement shall only be by one or
more press releases mutually agreed to by the Parties. The failure of a Party to return a draft of a press release with its proposed
amendments or modifications to such press release to the other Party within *** (***) business days of such Party’s receipt
of such press release shall be deemed as such Party’s approval of such press release as received by such Party. Each Party
agrees that it shall cooperate fully and in a timely manner with the other with respect to all disclosures to the Securities and
Exchange Commission or any other governmental or regulatory agencies, including requests for confidential treatment of Confidential
Information of either Party included in any such disclosure.


 


18.7         Duration
of Confidentiality. All obligations of confidentiality and non-use imposed upon the Parties under this Agreement shall expire
five (5) years after the expiration or earlier termination of this Agreement.


 


18.8         Production
of similar products for other Clients.  Baxter shall have no right to use Oasmia Excipient for any product with third parties.
However it is understood that Baxter may have present or future initiatives, including initiatives with third parties, involving
identical API as with the Product(s) produced under this Agreement which this article don’t prohibit.


 


Article 19, FORCE MAJEURE


 


19.1         No
Party shall be liable for a failure or delay in performing any of its obligations under this Agreement if, but only to the extent
that, such failure or delay is due to causes beyond the reasonable control of the affected Party, including without limitation,
acts of God; acts of public enemies; insurrections; riots; terrorist actions; injunctions; embargoes; labor disputes, including
strikes, lockouts, job actions, or boycotts; fires; explosions; floods; shortages of material, Components or energy; delays in
the delivery of Components; acts or orders of any government or agency thereof or of Regulatory Authority or other unforeseeable
causes beyond the reasonable control and without the fault or negligence of the Party so affected. The Party so affected shall
give prompt notice to the other Party of such cause and a good faith estimate of the continuing effect of the force majeure condition
and duration of the affected Party’s nonperformance, and shall take whatever reasonable steps are appropriate to relieve
the effect of such causes as rapidly as possible. If the period of nonperformance by Baxter because of Baxter force majeure conditions
exceeds ninety (90) calendar days, Client may terminate this Agreement by written notice to Baxter. If the period of nonperformance
by Client because of Client force majeure conditions exceeds ninety (90) calendar days, Baxter may terminate this Agreement by
written notice to Client.


 





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Article 20, NOTICES


 


20.1         All
notices hereunder shall be delivered by facsimile (confirmed by overnight delivery), to the following address of the respective
Parties:


 


	If to Client:	Oasmia Pharmaceutical AB
	 	Vallongatan 1
	 	SE 752 28 Uppsala Sweden
	 	Attn:  Executive Vice President,
	 	Fax No. 	(+46) 18-510873
	 	Telephone No. 	(+46) 18-569630
	 	 
	With a copy to:	Oasmia Pharmaceutical AB
	 	Vallongatan 1
	 	SE 752 28 Uppsala Sweden
	 	Attn:   Legal Councel
	 	Fax No. 	(+46) 18-510873
	 	Telephone No. 	(+46) 18-569636
	 	 
	If to Baxter:	Baxter Oncology GmbH
	 	Kantstr. 2
	 	33790 Halle / Westfalen
	 	Germany
	 	Attn:  Director, Contract Manufacturing
	 	and Business Development
	 	Fax No. 	+49 5201 711 1880
	 	Telephone No.	+49 5201 711 1864
	 	 
	With a copy to:	Baxter Germany
	 	Edisonstr. 4
	 	85719 Unterschleißheim
	 	Germany
	 	Attn:  Legal Counsel
	 	Fax No.	+49 89 31701 547
	 	Telephone No.	+49 89 31701 285


 


Notices shall be effective
on the day following the date of transmission if sent by electronic message or facsimile, and on the second business day following
the date of delivery to the overnight delivery service if sent by overnight delivery. A Party may change its address listed above
by notice to the other Party given in accordance with this Section.


 


Article 21, APPLICABLE LAW


 


21.1         All
disputes arising out of or in connection with this Agreement, including without limitation any question regarding its existence,
validity or termination, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International
Chamber of Commerce.


The number
of arbitrators shall be three.


 





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The language
to be used in the arbitral proceedings shall be English.


The governing
law of the Agreement shall be the substantive law of Germany.


The place
of arbitration shall be Hamburg.


 


Article 22, ASSIGNMENT


 


22.1         Neither
Party shall assign this Agreement or any part hereof or any interest herein to any third party (or use any subcontractor) without
the prior written approval of the other Party. The Parties shall be entitled to assign this Agreement to one of its Affiliates
without the other Party’s prior approval. No consent shall be required in the case of a transfer to a wholly-owned subsidiary
or transaction involving the merger, consolidation, or sale of all or substantially all of the assets of the Party seeking such
assignment or transfer and such transaction relates to the business covered by this Agreement and the resulting entity assumes
all of the obligations under this Agreement. No assignment shall be valid unless the permitted assignee(s) assumes all obligations
of its assignor under this Agreement. No assignment shall relieve any Party of responsibility for the performance of its obligations
hereunder.


 


Article 23, SUCCESSORS AND ASSIGNS


 


23.1         This
Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their successors and permitted assigns.


 


Article 24, ENTIRE AGREEMENT


 


24.1         This
Agreement including the Agreements listed in Sections 2.1, 2.2 and 18.2 constitutes the entire agreement between the Parties concerning
the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto.


 


24.2         The
Parties acknowledge the existence of a Commercial Manufacturing and Supply Agreement effective February 16th, 2011 (the
“Prior Agreement”) and Conf Agreement of May 4th 2010. For the avoidance of doubt, this Master Manufacturing
and Supply Agreement does not supersede the Prior Agreement. The Prior Agreement remains in full force and effect.


 


Article 25, SEVERABILITY


 


25.1         If
any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and
construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had
never been contained herein.


 


Article 26, WAIVER AND MODIFICATION
OF AGREEMENT


 


26.1         No
waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by both Parties hereto.
Failure by either Party to enforce any rights under this Agreement shall not be construed as a waiver of such rights nor shall
a waiver by either Party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.


 





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Article 27, INDEPENDENT CONTRACTOR


 


27.1         Both
Parties shall act as an independent contractor for the other Party in providing the services required hereunder and shall not be
considered an agent of, or joint venture with, the other Party.


 


IN WITNESS WHEREOF,
the Parties have caused this Master Manufacturing and Supply Agreement to be signed by their duly authorized representatives as
of the Effective Date.


 


	BAXTER ONCOLOGY GmbH	OASMIA PHARMACEUTICAL AB


 


	By:	/s/ Dr. Burkhard Wichert	 	By:	/s/ Julian Aleksov
	 	 	 	 	 
	Name:	Dr. Burkhard Wichert	 	Name:	Julian Aleksov
	 	 	 	 	 
	Title:	VP of Manufacturing BPS	 	Title:	CEO
	 	 	 	 	 
	 	 	 	By:	/s/ Hans Sundin
	 	 	 	 	 
	 	 	 	Name:	Hans Sundin
	 	 	 	 	 
	 	 	 	Title:	EVP


 





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EXHIBIT
A


Initial
Pricing Tiers


 


	
        Total Aggregate Number of Batches Purchased

        by Oasmia during each calendar year under

        this Agreement and the Prior Agreement. 
	 	Price Per Batch
	 	 	 
	First price tier:     1 to *** batches	 	*** Euros
	 	 	 
	Second price tier: ***to *** batches	 	*** Euros
	 	 	 
	Third price tier:   **Greater than or equal to *** batches	 	*** Euros


 


	*	Note:  Upon the execution of a Commercial Product Addendum for a new Product, the applicable price tier for the new Commercial Product Addendum shall be based on the current applicable price tier for Client in effect as of the new Commercial Product Addendum Effective Date (the “Applicable Price Tier”).  The Applicable Price Tier shall be determined by calculating the total number of batches collectively purchased by Client under this Agreement and the Prior Agreement as of the new Commercial Product Addendum Effective Date.   


 


For illustration purposes only:


 


Example #1: Upon the new Commercial Product Addendum
Effective Date, if the Client has collectively purchased an aggregate number of *** batches of product under the Prior Agreement
and this Agreement, the initial pricing under the new Commercial Product Addendum is *** Euros per batch.


 


Example #2: Upon the new Commercial Product Addendum
Effective Date, if the Client has collectively purchased an aggregate number of *** batches of product under the Prior Agreement
and this Agreement, the initial pricing under the new Commercial Product Addendum is *** Euros.


 


	**	If the volume of Product purchases under this Agreement and the Prior Agreement exceed *** batches a year, the Parties will engage in good faith discussions regarding potentially incorporating a fourth pricing tier to the table above.


 


	***	Each price tier is subject to an annual price adjustment per Section 5.2 of this Agreement.    As of ***of each calendar year, the applicable pricing for Commercial Product resets to the first price tier, as further adjusted by all prior annual Purchase Price Adjustment(s).  


 





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COMMERCIAL PRODUCT ADDENDUM


For DOXOPHOS 


 


THIS COMMERCIAL
PRODUCT ADDENDUM is an addendum to that certain Master Manufacturing and Supply Agreement of the 20th of May, 2014
by and between BAXTER ONCOLOGY GMBH (“Baxter”), a German company having a place of business at Kantstrasse
2, 33790 Halle / Westphalia, Germany, and OASMIA PHARMACEUTICAL AB, a Swedish corporation, having offices at Vallongatan
1, SE 752 28 Uppsala Sweden (the “Commercial Supply Agreement”) and shall commence on the 20th day
of May, 2014 (“Commercial Product Addendum Effective Date”) and expire at the end on the 19th of
May, 2019 (the “Commercial Product Addendum Term”).


 


This Commercial Product
Addendum may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute
the same instrument. Upon its execution, this Commercial Product Addendum shall become effective and shall be incorporated by reference
into the Master Manufacturing and Supply Agreement.


 


	“Baxter”	“Client”
	 	 
	BAXTER ONCOLOGY GMBH	OASMIA PHARMACEUTICAL AB


 


	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 


 


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EXHIBIT A to Commercial Product Addendum
for PRODUCT


Product and Presentation, Anticipated
Regulatory Approval Date and Applicable Confidentiality Agreement


 


 


	Product	 	Presentation
	Doxophos 	 	***


 


Anticipated Regulatory Approval Date for a Baxter Produced Product
(Section 8.5):


 


Applicable Confidentiality Agreement (Section 18.2): Confidential
Disclosure Agreement between Oasmia and Baxter effective December 20, 2012.


 




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EXHIBIT B to Commercial Product Addendum
for Doxophos


Initial Long Range Forecast, Annual Obligation
and Supply Obligation


 


The Initial Long Range Forecast is as follows:


 


	Year	 	Forecast
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


The Client’s Annual Obligation and
Baxter’s Supply Obligation for each and every year in the Commercial Product Addendum Term is as follows:


 


	Contract Year	 	Client’s Annual Obligation	 	Baxter’s Supply Obligation
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 


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