Exhibit 4.8


 


FINAL VERSION


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of this 29 day of April 2022, by and among, Global Cord Blood Corporation, a Cayman Islands corporation
(the “Company”), Cellenkos, Inc., a Delaware corporation (“Cellenkos”, together with the Company,
the “Employers” and each, an “Employer”), and Dr. Simrit Parmar (the “Executive”).


 


W I T N E S S E T H :


 


WHEREAS, in connection with the transactions contemplated
by the Acquisition Agreement, Cellenkos will become a direct or indirect subsidiary of the Company; and


 


WHEREAS, the Employers desire to employ Executive
and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this Agreement and to accept
such employment, subject to the terms and provisions of this Agreement.


 


NOW, THEREFORE, in consideration of the promises
and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the Employers and Executive hereby agree as follows:


 


Section
1.               Definitions.
Capitalized terms not otherwise defined in this Agreement shall have the meaning set forth on Appendix A, attached hereto.


 


Section
2.               Acceptance
and Term of Employment.


 


The Employers agree to employ Executive, and Executive
agrees to serve the Employers, on the terms and conditions set forth herein. The initial term of Executive’s employment under this
Agreement shall be for the period beginning on the Effective Date and ending on the fifth (5th) anniversary of the Effective
Date (the “Initial Term”). On the fifth anniversary of the Effective Date, the term of Executive’s employment
under this Agreement shall automatically renew and extend for a period of three (3) years and shall continue for an additional three years
at the end of each three (3)-year term (each such three (3)-year term being a “Renewal Term”) unless written notice
of non-renewal is delivered by either party to the other not less than 90 days prior to the expiration of the then-existing Initial Term
or Renewal Term (the Initial Term and any Renewal Term, the “Term of Employment”), as applicable. Notwithstanding any
other provision of this Agreement, Executive’s employment pursuant to this Agreement may be terminated at any time in accordance
with Section 7 hereof.


 


Section
3.               Position,
Duties, and Responsibilities; Place of Performance.


 


(a)              
Position, Duties, and Responsibilities. During the Term of Employment, Executive shall be employed and serve as (i) the
Co-Chief Executive Officer of the Company, reporting directly to the Board, and having such duties and responsibilities commensurate with
such position, and (ii) the Chief Executive Officer of Cellenkos, having such duties and responsibilities consistent with the past practice
of Cellenkos with respect to such position, without additional compensation.


 






     


     


    

 


(b)              
Performance. Executive shall devote substantially all of Executive’s business time to the performance of Executive’s
duties under this Agreement and shall not engage in any other business or occupation during the Term of Employment. Notwithstanding the
foregoing, nothing herein shall preclude Executive from, (i) serving as a member of the board of directors or advisory board (or
the equivalent in the case of a non-corporate entity) of a non-competing for-profit business and one or more not-for-profit or charitable
organizations, (ii) engaging in charitable activities and community affairs or holding any academic position or title with any academic
or research institute, and (iii) managing Executive’s and her family’s investments and affairs; provided, that,
in the case of (i) and (ii), the Executive has informed the Company by a written notice in advance; provided, further, that
the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere with the performance
of Executive’s duties and responsibilities hereunder.


 


(c)              
Principal Place of Employment. Executive’s principal place of employment shall be in Houston, Texas, although Executive
understands and agrees that Executive may be required to travel on a reasonable basis from time to time for business reasons.


 


Section
4.               Compensation.


 


During the Term of Employment, Executive shall be
entitled to the following compensation:


 


(a)              
Base Salary. Executive shall be paid an annualized Base Salary (the “Base Salary”), payable in accordance
with the regular payroll practices of Cellenkos, of $750,000, with such increases (but not decreases), if any, as may be approved in writing
by the Board or the Compensation Committee.


 


(b)              
Annual Bonus. Executive shall be eligible for an annual incentive bonus award determined by the Board or the Compensation
Committee in respect of each fiscal year during the Term of Employment (the “Annual Bonus”). The target Annual Bonus
for each fiscal year shall be $1,000,000 (the “Target Annual Bonus”), with 30% of the Target Annual Bonus being payable
based upon the level of achievement of key performance indicators for such fiscal year, as determined by the Board or the Compensation
Committee and communicated to Executive within ninety (90) days following the beginning of such fiscal year. Any payment of the Annual
Bonus in the initial partial year during the Term of Employment will be pro-rated to reflect Executive’s period of employment in
that partial year. The Annual Bonus shall otherwise be subject to the terms and conditions of the annual bonus plan adopted by the Board
or the Compensation Committee, if any, under which bonuses are generally payable to senior executives of the Company, as in effect from
time to time. The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable to other senior executives
of the Company.


 






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(c)              
Sign-on Bonus: In connection with the commencement of Executive’s employment hereunder, Executive shall receive a
one-time bonus payment of $900,000.00 (the “Sign-On Bonus”), payable in a lump sum within five (5) days following the
Effective Date.


 


(d)              
Equity Participation. In connection with the commencement of Executive’s employment hereunder, Executive shall be
entitled to participate in, and receive a grant of restricted stock units representing thirty-five percent (35%) of the aggregate pool
approved under, the equity incentive plan to be adopted by the Company, pursuant to the terms of such plan, an award agreement and such
other documents that Executive is required to execute pursuant to the terms of such plan (the plan, the award agreement, and such other
documents collectively, the “Equity Documents”). The aggregate pool shall equal ten percent (10%) of the fully diluted
shares of the Company and the Equity Documents shall be consistent with the terms and conditions set forth in the Equity Participation
Term Sheet attached as Schedule 6 to the Acquisition Agreement.


 


Section
5.               Employee
Benefits.


 


During the Term of Employment, Executive shall be
entitled to participate in health, insurance, retirement, and other benefits provided generally to senior executives of the Company and/or
Cellenkos. Executive shall also be entitled to the same number of holidays, vacation days, and sick days, as well as any other benefits,
in each case as are generally allowed to senior executives of the Company and/or Cellenkos in accordance with applicable policies of the
Company and/or Cellenkos as in effect from time to time.


 


Section
6.               Reimbursement
of Business Expenses.


 


Executive is authorized to incur reasonable business
expenses in carrying out Executive’s duties and responsibilities under this Agreement, and the Company shall promptly reimburse,
or cause Cellenkos to promptly reimburse, Executive for all such reasonable business expenses, subject to documentation in accordance
with the Company’s policy, as in effect from time to time.


 


Section
7.               Termination
of Employment.


 


(a)              
General. The Term of Employment, and Executive’s employment with the Employers hereunder, shall terminate upon the
earliest to occur of (i) Executive’s death, (ii) a termination by reason of a Disability, (iii) a termination by
the Board with or without Cause, (iv) a termination by Executive with or without Good Reason and (v) the nonrenewal of the Term of
Employment by either party pursuant to Section 2 of this Agreement. Except as otherwise expressly required by law (e.g., COBRA)
or as specifically provided herein or in the Equity Documents, all of Executive’s rights to Base Salary, Annual Bonus, employee
benefits and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.


 






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(b)              
Deemed Resignation. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested
by the Company in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships,
committee memberships, and any other positions that Executive holds with the Company or any other member of the Company Group.


 


(c)              
Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s
death. The Board may terminate Executive’s employment upon the occurrence of a Disability, such termination to be effective upon
Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment
is terminated due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries, as the case
may be, shall be entitled to:


 


(i)                
The Accrued Obligations; and


 


(ii)             
An amount equal to (A) the Target Annual Bonus multiplied by (B) a fraction, the numerator of which is the number of days elapsed
from the commencement of the fiscal year in which such termination occurs through the date of such termination and the denominator of
which is 365 (or 366, as applicable), which amount shall be paid in a lump sum on the sixtieth (60th) day following Executive’s
termination date.


 


(d)              
Termination by the Company for Cause.


 


(i)                
The Board may terminate Executive’s employment at any time for Cause, effective upon delivery to Executive of written notice
of such termination; provided, however, that with respect to any Cause termination relying on clause (ii), (vi) or (vii)
of the definition of Cause, to the extent that such act or acts or failure or failures to act are curable, Executive shall be given not
less than ten (10) days’ written notice by the Board of its intention to terminate Executive for Cause, such notice to state in
detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause
is based, and such termination shall be effective at the expiration of such ten (10)-day notice period unless Executive has fully cured
such act or acts or failure or failures to act that give rise to Cause during such period.


 


(ii)             
In the event that the Board terminates Executive’s employment for Cause, Executive shall be entitled only to the Accrued
Obligations.


  






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(e)              
Termination by the Company without Cause or Nonrenewal by the Company. The Board may terminate Executive’s employment
at any time without Cause by providing Executive thirty (30) days’ written notice and the Board may elect not to renew the Term
of Employment pursuant to Section 2 hereof. In the event that Executive’s employment is terminated by the Board without Cause (other
than due to death or Disability) or the Board elects not to renew the Term of Employment pursuant to Section 2 hereof, Executive shall
be entitled to:


 


(i)                
The Accrued Obligations;


 


(ii)             
An amount equal to (A) the greater of Target Annual Bonus and the actual Annual Bonus earned based on the satisfaction of applicable
performance objectives for the year of termination (to the extent known before payment hereunder is due) multiplied by (B) a fraction,
the numerator of which is the number of days elapsed from the commencement of the fiscal year in which such termination occurs through
the date of such termination and the denominator of which is 365 (or 366, as applicable), which amount shall be paid in a lump sum on
the sixtieth (60th) day following Executive’s termination date;


 


(iii)           
An amount equal to two times the sum of (A) Base Salary, plus (Y) the Target Annual Bonus, which amount shall be paid in a lump
sum on the sixtieth (60th) day following Executive’s termination date; and


 


(iv)            
Subject to Executive’s election of COBRA continuation coverage under the Company’s or Cellenkos’ group health
plan, on the first regularly scheduled payroll date of each month during the eighteen (18)-month period immediately following such termination
(the “COBRA Period”), payment of an amount equal to the monthly COBRA premium cost; provided, that the payments
described in this clause (iv) shall cease in the event that Executive becomes eligible to receive any health benefits as a result of subsequent
employment or service during the COBRA Period.


 


Notwithstanding the foregoing, the payments and benefits described
in clauses (ii) through (iv) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect
thereto, in the event that Executive materially breaches the Restricted Covenant Agreement (as defined in Section 9 hereof); provided,
that to the extent such material breach is curable, Executive shall be given thirty (30) days’ written notice by the Board of any
such purported material breach, and such payments and benefits shall not terminate if Executive has completely cured such act or acts
during such period.


 


(f)               
Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing
the Company ninety (90) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which
written notice, to be effective, must be provided to the Company within sixty (60) days of the occurrence of such event. During such ninety
(90)-day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination
will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided
in Section 7(e)(i) and Section 7(e)(ii).


 


(g)              
Termination by Executive without Good Reason or Nonrenewal by Executive. Executive may terminate Executive’s employment
without Good Reason by providing the Company ninety (90) days’ written notice of such termination and may elect not to renew the
Term of Employment pursuant to Section 2. In the event of a termination of employment by Executive under this Section 7(g), Executive
shall be entitled only to the Accrued Obligations.


 






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(h)              
Termination by the Company without Cause, Nonrenewal by the Company or Resignation for Good Reason in connection with a Change
of Control. If the Company terminates Executive’s employment without Cause (other than due to death or Disability), the Company
elects not to renew the Term of Employment pursuant to Section 2 hereof or Executive resigns for Good Reason, in each case, within the
three-month period prior to or at any time following a Change of Control, Executive shall be entitled, in lieu of the payments and benefits
set forth in Section 7(e) or Section 7(f), to:


 


(i)                
The Accrued Obligations;


 


(ii)             
An amount equal to (A) the greater of Target Annual Bonus and actual Annual Bonus earned based on the satisfaction of applicable
performance objectives for the year of termination multiplied by (B) a fraction, the numerator of which is the number of days elapsed
from the commencement of the fiscal year in which such termination occurs through the date of such termination and the denominator of
which is 365 (or 366, as applicable), which amount shall be paid in a lump sum on the sixtieth (60th) day following Executive’s
termination date;


 


(iii)           
An amount equal to (X) $5,000,000 plus (Y) the product of (1) $1,000,000 and (2) the number of full years of service during the
Term of Employment, such amount to be paid in a lump sum on the next regularly scheduled payroll date following the date of such termination;
and


 


(iv)            
Subject to Executive’s election of COBRA continuation coverage under the Company’s or Cellenkos’ group health
plan, on the first regularly scheduled payroll date of each month during the COBRA Period, payment of an amount equal monthly COBRA premium
cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this
clause (iv) shall cease earlier in the event that Executive becomes eligible to receive any health benefits as a result of subsequent
employment or service during the COBRA Period.


 


Section
8.               Certain
Payments.


 


In the event that (a) Executive is entitled to receive
any payment, benefit or distribution of any type to or for the benefit of Executive, whether paid or payable, provided or to be provided,
or distributed or distributable, pursuant to the terms of this Agreement or otherwise (collectively, the “Payments”),
and (b) the net after-tax amount of such Payments, after Executive has paid all taxes due thereon (including, without limitation, taxes
due under Section 4999 of the Code) is less than the net after-tax amount of all such Payments otherwise due to Executive in the aggregate,
if such Payments were reduced to an amount equal to 2.99 times Executive’s “base amount” (as defined in Section 280G(b)(3)
of the Code), then the aggregate amount of such Payments payable to Executive shall be reduced to an amount that will equal 2.99 times
Executive’s base amount. To the extent such aggregate “parachute payment” (as defined in Section 280G(b)(2) of the Code)
amounts are required to be so reduced, the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be
reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts
that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated
value), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24);
and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 8 reduced last.


 






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Section
9.               Restrictive
Covenants


 


(a)              
General. Executive acknowledges and agrees, in consideration for the Company executing this Agreement, to execute the Proprietary
Information and Inventions Agreement attached hereto as Appendix B (the “Restricted Covenant Agreement”).


 


Section
10.           Taxes.


 


Each Employer may withhold from any payments made
under this Agreement or otherwise made in connection with Executive’s employment hereunder, all applicable taxes, including but
not limited to income, employment, and social insurance taxes, as shall be required by law. If any such taxes are paid or advanced by
an Employer on behalf of Executive, Executive shall remain responsible for, and shall repay, such amounts to such Employer, promptly following
notice thereof by such Employer. Executive acknowledges and represents that the Employers have not provided any tax advice to Executive
in connection with this Agreement and that Executive has been advised by the Employers to seek tax advice from Executive’s own tax
advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically, the application
of the provisions of Section 409A of the Code to such payments.


 


Section
11.           Set Off; Mitigation.


 


The Employers’ obligation to pay Executive
the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of amounts
owed by Executive to the Company, Cellenkos or their affiliates. Executive shall not be required to mitigate the amount of any payment
provided pursuant to this Agreement by seeking other employment or otherwise, and except as provided in Section 7(e)(iv) or Section 7(h)(iv)
hereof, the amount of any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result
of Executive’s other employment or otherwise.


 





 






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Section
12.           Additional Section
409A Provisions.


 


Notwithstanding any provision in this Agreement to
the contrary:



 


(a)              
Any payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s
employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code
(the “Delay Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid,
in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any
remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.


 


(b)              
Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the
Code.


 


(c)              
Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified
deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such
time as Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time
such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder) shall be
paid (or commence to be paid) to Executive on the schedule set forth in Section 7 as if Executive had undergone such termination of employment
(under the same circumstances) on the date of Executive’s ultimate “separation from service.”


 


(d)              
To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Employers
no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses
eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year; provided, however, that the foregoing clause shall not be
violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are
subject to a limit related to the period the arrangement is in effect.


 


(e)              
While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty
taxes under Section 409A of the Code, in no event whatsoever shall any member of the Company Group be liable for any additional tax, interest,
or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing to comply with Section
409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the
Code).


 


Section
13.           Successors and Assigns;
No Third-Party Beneficiaries.


 


(a)              
The Employers. This Agreement shall inure to the benefit of the Employers and their respective successors and assigns. Neither
this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by an Employer to a Person (other than
another member of the Company Group, or its or their respective successors) without Executive’s prior written consent (which shall
not be unreasonably withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially
all of the assets of the Company, Cellenkos or any direct or indirect division or subsidiary of the Company or Cellenkos to which Executive’s
employment primarily relates, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets,
division or subsidiary, as applicable, without Executive’s consent and thereafter any reference in this Agreement to “the
Company” shall be deemed to be a reference to such acquiror.


 






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(b)              
Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment
or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts
then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee,
or other designee, or if there be no such designee, to Executive’s estate.


 


(c)              
No Third-Party Beneficiaries. Except as otherwise set forth in Section 7(c) or Section 13(b) hereof, nothing expressed or
referred to in this Agreement will be construed to give any Person other than the Employers, the other members of the Company Group, and
Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.


 


Section
14.           Waiver and Amendments.


 


Any waiver, alteration, amendment, or modification
of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided,
however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the
Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any
subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 


Section
15.           Severability. 


 


If any covenants or such other provisions of this
Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the remaining
terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall be deemed replaced
by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable
term or provision hereof.


 


Section
16.           Governing Law; Waiver
of Jury Trial; Arbitration.


 


THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED
UNDER THE LAWS OF THE STATE OF TEXAS. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY
SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS AGREEMENT. Except as permitted under Section 9 hereof, any controversy or
claim arising out of or relating to this Agreement (or the breach thereof) shall be settled by final, binding and non-appealable arbitration
in Houston, Texas by three arbitrators. The arbitration shall be conducted by JAMS pursuant to its Employment Arbitration Rules and Procedures
and subject to JAMS Policy on Employment Arbitration in accordance with its Employment Arbitration Rules and Procedures then in effect.
Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators shall have
the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation,
the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having
jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration
award is rendered or the controversy is otherwise resolved, or permanent injunctive relief. Except as necessary in court proceedings to
enforce this arbitration provision or an award rendered hereunder, to obtain interim relief or as otherwise required by law, neither a
party nor an arbitrator may disclose the content or results of any arbitration hereunder without the prior written consent of the Company
and Executive, other than general statements. The fees charged by JAMS and any arbitrator shall be split equally between the parties to
the arbitration.


 






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Section
17.           Notices.


 


(a)              
Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall
be mailed to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in
a notice mailed or delivered to the other party as herein provided; provided, however, that unless and until some other
address be so designated, all notices and communications by Executive to the Employers shall be mailed or delivered to the Company at
its principal executive office, and all notices and communications by the Company to Executive may be given to Executive personally or
may be mailed to Executive at Executive’s last known address, as reflected in the Company’s records.


 


(b)              
Date of Delivery. Any notice so addressed shall be deemed to be given (i) if delivered by hand, on the date
of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and
(iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.


 


Section
18.           Section Headings.


 


The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation
of this Agreement or of any term or provision hereof.


 






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Section
19.           Entire Agreement.


 


This Agreement, together with any exhibits attached
hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Executive. This Agreement
supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements among the parties relating
to the subject matter of this Agreement.


 


Section
20.           Survival of Operative
Sections.


 


Upon any termination of Executive’s employment,
the provisions of Section 7 through Section 22 of this Agreement (together with any related definitions set forth on Appendix A)
shall survive to the extent necessary to give effect to the provisions thereof.


 


Section
21.           Conditional Upon Closing
of Transactions.


 


This Agreement and the Restricted Covenant Agreement
shall not be effective until, and shall become effective on, the Effective Date. In the event that the Acquisition Agreement terminates
prior to the Closing, this Agreement and the Restricted Covenant Agreement shall be void ab initio.


 


Section
22.           Counterparts.


 


This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution
of this Agreement may be by actual, electronic or facsimile signature.


  


*        *        *


 


[Signatures to appear on the following page.]


 






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IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


	 	GLOBAL CORD BLOOD CORPORATION
	 	 
	 	/s/ Ting Zheng
	 	By:       Ting
    Zheng
	 	Title:    CEO
	 	 
	 	CELLENKOS, INC.
	 	 
	 	/s/ Dr. Simrit
    Parmar
	 	By:       Dr.
    Simrit Parmar
	 	Title:    Authorized Signatory
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Dr. Simrit
    Parmar
	 	Dr. Simrit Parmar