In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Q: CONFIDENTIAL TREATMENT - REDACTED VERSION

                                   CORIO INC.

                          LICENSE AND HOSTING AGREEMENT

         This License and Hosting Agreement (the AGREEMENT) is made and entered into as of December 13, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Changepoint, Inc., a Delaware corporation having a place of business at 1595 Sixteenth Ave., Suite 700, Richmond Hill, Ontario, Canada L4B 3N9 (CHANGEPOINT).

                                   BACKGROUND

A.       Changepoint is the owner or has the right to license certain          proprietary software products (the SOFTWARE as further defined          below); and

B.       Corio wishes to obtain a license to use and host the Software on the          terms and conditions set forth herein in connection with the hosting          services that Corio will provide to its Customers (as defined below)          and Changepoint wishes to grant Corio such a license on such terms;

C.       The parties further wish to jointly market and promote the other          party's software and/or services as well as provide support services to          Corio and its Customers in accordance with this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as follows:

1.       DEFINITIONS.

The following terms shall have the following meanings:

1.1      SOFTWARE USER means a named user of the Corio Services worldwide to          whom a user identification number and password has been assigned, which          permits that user to access and use the Software on a designated Corio          Server. The identification number and password used by a Software User          is reusable and reassignable and may be used and transferred by Corio,          in accordance with the licenses granted below, between Customers as one          Customer discontinues the Corio Services and another Customer          subscribes.

1.2      ASP means Application Service Provider.

1.3      APPLICATION MANAGEMENT REVENUE means all revenue Corio receives from          Customers for use of the Software and basic support of the Software          provided at no additional charge to Customers (Level 1 and Level 2          support as defined in Exhibit C hereto), operational support of the          Software and basic infrastructure support (hardware, database and          operating system) for the Software, less taxes, freight, insurance,          refunds or credits and other non-product items.

1.4      CORIO SERVERS means the unlimited number of computer servers owned or          operated by or for Corio in North America which will contain the          installed Software (as defined below) for access by Customers in          connection with the Corio Services.

1.5      CORIO SERVICES means the hosting services offered by Corio to its          Customers in which Corio allows Customers to access the Corio Servers.

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1.6      CUSTOMER(S) means one or more customers of the Corio Services having          its principal executive offices in North America who obtains a          sublicense from Corio to use the Software by accessing one or more          Corio Servers.

1.7      DEMONSTRATION SOFTWARE means copies of the Software which are for          demonstration purposes only and which contain sample data and          transactions.

1.8      DOCUMENTATION means any on-line help files or written instruction          manuals regarding the use of the Software.

1.9      RELATIONSHIP MANAGERS means the appointed employee of each party, as          set forth on EXHIBIT A attached hereto and made a part hereof, who          shall be the primary contact for implementing and administering the          terms and conditions of this Agreement.

1.10     SOFTWARE means Changepoint's proprietary software described in          EXHIBIT A attached hereto and made a part hereof, in object code form          only, and any Updates or Upgrades (as defined below) thereto. The          Software shall also include any Application Programming Interfaces          (API) provided by Changepoint to Corio, but such API intellectual          property shall not be sublicenseable to Customers.

1.11     TERRITORY means throughout the world.





1.12     UPDATE(S) means any error corrections, bug fixes, modifications or          enhancements to the Software made generally available by Changepoint to          its licensees, which are indicated by a change in the numeric          identifier to the Software in the digit to the right of the decimal, or          any error corrections, bug fixes, modifications or enhancements of the          Software.

1.13     UPGRADE(S) means a release, function or version of the Software          designated as such by Changepoint which contains new features or          significant functional enhancements to the Software, which are          indicated by a change in the numeric identifier for the Software in the          digit to the left of the decimal, which Upgrade is provided to          Changepoint's installed customer base for the Software. For the          purposes of this Agreement, Software Support and Maintenance means          those services listed in Section 5.3 of this Agreement and EXHIBIT C          and the provision of Updates and Upgrades as called for by this          Agreement.

1.14     PSA APPLICATION means a commercially available suite or collection of          integrated proprietary software applications marketed as a suite or a          combination of software products which offer substantially the          following functionality specifically designed for information          technology professional services users : (i) time and expense, which          allows users to enter and modify time and expenses associated with a          project/task for a time period, approve time and expenses entered, and          determine who has submitted time and expense reports, (ii) project          accounting and billing, which allows users to apply cost and billing          rates to time entered for projects, generate client invoices based on          terms and conditions of engagement, track amounts billed and earned for          each project, feed invoice data to an accounts receivables system, and          feed cost and billing accounting entries to a general ledger system,          (iii) project management, which allows users to create work breakdown          structure, schedule dates and resource assignments for project, record          project and task status, and create reports to monitor project          progress, (iv) resource management, which allows users to assign          resources to projects based on skills and availability, and create          reports to monitor and manage resource utilization, (v) engagement          management, which allows users to create billing terms and conditions          for a client, and create reports to monitor and manage engagement          billing, (vi) opportunity management, which allows users to track

                                       2

         customers/prospects, sales opportunities and sales activities, and          forecast sales by various criteria, and (vii) marketing campaign          management, which allows users to create marketing campaigns, track          campaign effectiveness, and manage marketing lists.

2.       GRANT OF RIGHTS.

2.1      HOSTING SOFTWARE LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a fee-bearing,          irrevocable, nonexclusive, nontransferable (except in accordance with          Section 14.1 of this Agreement) license in the Territory to (i)          reproduce the Software in machine executable object code format only          for installation on the Corio Servers; (ii) install multiple copies of          the Software on Corio's Servers which will be made remotely accessible          to Corio's Customers for their internal business purposes, (iii) permit          limited access to and use of the Software by Customers through Corio          Servers solely for such Customer's internal business purposes; (iv)          sublicense an unlimited number of Customers to access and use the          Software only through the installation on Corio Servers solely for such          Customer's internal business purposes; and (v) use Changepoint's tools          and utilities, if any, subject to any restrictions placed on the          Changepoint by third party software providers and payment of any          applicable fees required by such third parties, to configure, integrate          and manage the Software. Corio shall not authorize Customers to          download or reproduce the Software for use except as necessary in          connection with the Corio Services. Except as specifically authorized          by this Agreement, no license is granted under this Agreement to Corio          to distribute the Software to its Customers or for use other than as          part of the Corio Services.

2.2      INTERNAL USE LICENSE FOR PRODUCTION, TESTING, DEVELOPMENT, UPGRADE,          REPORTING AND TRAINING. Subject to the terms and conditions of this          Agreement, Changepoint grants to Corio a nonexclusive, nontransferable          (except in accordance with Section 14.1 of this Agreement),          royalty-free, fully paid up license in the Territory to reproduce,          install and use additional copies of the Software, Documentation, and          Software tools and utilities if any, subject to any restrictions placed          on the Changepoint by third party software providers and payment of any          applicable fees required by such third parties, in machine executable          object code for production, testing, development, upgrade, reporting          and training for the purpose of allowing the Software to be made          available to Customers as part of the Corio Services. This license          includes the right to integrate the Software with Corio's system          software and other hosted applications in connection with providing the          Software to Customers as part of the Corio Services.

2.3      INTERNAL USE LICENSE FOR CORIO'S INTERNAL BUSINESS OPERATIONS.

          Changepoint grants to Corio a nonexclusive, nontransferable (except in          accordance with Section 14.1 of this Agreement), royalty-free, fully





         paid-up license to install and use the Software, Documentation, and          Software tools and utilities if any, for an unlimited number of Corio          users, subject to any restrictions placed on the Changepoint by third          party software providers and payment of any applicable fees required by          such third parties, in machine executable object code for Corio's          internal business purposes. Corio's internal use license under this          Section 2.3 is subject to and shall be in accordance with the terms and          conditions of Changepoint's standard License Agreement, a copy of which          is attached hereto as EXHIBIT G and made a part hereof. The provisions          of EXHIBIT G shall apply only to the internal use license granted in          this Section 2.3 and not to any other licenses granted to Corio in this

                                       3

                                 CONFIDENTIAL TREATMENT

         Agreement. Any conflict or inconsistency between the terms of this          Agreement and the terms of the license set forth in EXHIBIT G with          respect to the internal use license granted in this Section 2.3 shall          be controlled by the terms of this Agreement. Notwithstanding anything          to the contrary in Section 11 of this Agreement, the internal use          license in this Section 2.3 shall remain in effect during the term of          this Agreement and for a period of nine (9) months after termination or          expiration of this Agreement.

2.4      DEMONSTRATION LICENSE. Subject to the terms and conditions of this          Agreement, Changepoint hereby grants to Corio a nonexclusive,          nontransferable (except in accordance with Section 14.1 of this          Agreement) royalty-free, fully paid up right and license in the          Territory, on Corio Servers, to make a reasonable number of copies of          the Demonstration Software solely for demonstration purposes to          potential Customers. Demonstration Software shall be made available to          Corio's sales personnel and the parties agree to cooperate to make the          Changepoint demonstration database available to Corio sales personnel          on an ongoing basis. Corio shall not distribute any demonstration          copies of the Software. Corio shall not demonstrate the Software to any          one Customer for more than sixty (60) days from the start of that          Customer demonstration, and Corio shall not demonstrate the Software to          more than ten (10) Software Users at any one time. Further, the          demonstration copies shall not permit the entry of additional data.

2.5      DISTRIBUTION LICENSE: Corio shall have the right to resell licenses for          the Software to any Corio Customer according to the terms and          conditions of Changepoint's standard Distribution Agreement          (Changepoint's Distribution Agreement). Corio and Changepoint shall          enter into Changepoint's Distribution Agreement within sixty (60) days          following the Effective Date, the terms of which shall be in          substantial accordance with the copy of Changepoint's Distribution          Agreement provided to Corio. Any conflict or inconsistency between the          terms of this Agreement and the terms of Changepoint's distribution          license with respect to the distribution license granted in this          Section 2.5 shall be controlled by the terms of this Agreement. Under          Changepoint's Distribution Agreement, Changepoint shall give a ***          discount from the then-current Changepoint list price for          such Software licenses to Corio for the first Two Million Dollars          ($2,000,000U.S.) of such cumulative calendar year sales based on          Changepoint's list price, and a *** discount based on          Changepoint's then-current list price thereafter. This pricing formula          shall apply for each calendar year during the term of this Agreement          which Corio has distribution rights under this Section 2.5. For those          Corio Customers who purchase Changepoint Software licenses from Corio          pursuant to this Section 2.5 and Changepoint's Distribution Agreement,          Corio shall pay to Changepoint a Software Support and Maintenance fee          equal to *** of Changepoint's standard support and          maintenance services for the Software Support and Maintenance services          provided by Changepoint as specified in Section 5.3 of this Agreement          and EXHIBIT C attached hereto and made a part hereof, and for Updates          and Upgrades. Subject to Corio's payment of the Software support and          maintenance fee as set forth in this Section 2.5, Changepoint's          Software Support and Maintenance obligation with respect to Software          distributed by Corio pursuant to this Section 2.5 shall continue after          termination or expiration of this Agreement with respect to all          Software Users granted access to the Software prior to termination or          expiration of this Agreement, for the remaining duration of each such          Software Users' rights to use the Software pursuant to agreements          between Corio and its Customers. Under no circumstances shall          Changepoint contact Corio Customers regarding a non-hosting license          sale, unless requested to do so by Corio. Further, if a Corio Customer          contacts Changepoint to purchase the Software license independent of          the Corio Services, Changepoint shall immediately refer that Customer          to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       4

         Corio. Changepoint shall not be entitled to share in any Application





         Management Revenue received by Corio related to or arising from hosting          services provided to Customers which obtain a license to the Software          from Changepoint pursuant to this Section 2.5. Corio's right to collect          fees from Customers under the Changepoint licenses under this Section          2.5 will expire upon termination of the Corio contracts with its          Customers for such Software.

2.6      LICENSE AGREEMENTS. Corio shall make the Software on the Corio Servers          remotely accessible to Customers under the then-current terms of its          standard Customer license agreement. Each such Customer license shall,          at a minimum, contain the provisions set forth in EXHIBIT E attached          hereto and made a part hereof (CUSTOMER LICENSE AGREEMENT TERMS), or          the substantial equivalent thereof. As to each Software User who is          provided access to the Software, Corio or its Customers shall secure          the Software User's consent to an end user agreement with terms at          least equivalent to those in EXHIBIT E hereto.

2.7      RESTRICTIONS. Corio may not copy, distribute, reproduce, use or allow          access to the Software except as explicitly permitted under this          Agreement, and Corio shall not, nor will it permit any third party to,          modify, adapt, translate, prepare derivative works from, decompile,          reverse engineer, disassemble or otherwise attempt to derive source          code from the Software or any internal data files generated by the          Software.

2.8      OWNERSHIP. Changepoint and its licensors hereby retain all of their          right, title, and interest in and to the Software and Documentation,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. All rights not expressly          granted hereunder are reserved to Changepoint and its licensors. The          Software and Documentation and all copies thereof are licensed, not          sold, to Corio. All changes, modifications and enhancements or          derivative works made to the Software or Documentation by Corio or          Changepoint, or jointly by the parties, shall be owned by Changepoint,          including all copyrights, patents, trade secret rights, trademarks and          other intellectual property rights therein. Any works, inventions and          developments, including but not limited to interface code, created by          Corio or its contractors which enables the Software to work with and in          conjunction with Corio's system software or Corio's other hosted          applications, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein shall be          owned by Corio. Ownership of any works to be created jointly by the          parties, including all copyrights, patents, trade secret rights,          trademarks and other intellectual property rights therein, shall be          decided by the parties at the commencement of such joint efforts. Each          of the parties shall, from time to time, execute and deliver all          documents and other instruments reasonably requested by the other party          to perfect such other party's ownership of the interests set forth in          this Section 2.8.

2.9      NEW PRODUCTS. Updates and Upgrades to the Software are subject to the          terms of this Agreement and are included in the applicable Software          Support and Maintenance fees payable by Corio. Changepoint and Corio          may, in the future, agree that new products and solutions offered by          Changepoint may be added to this Agreement according to the license          fees and other terms and conditions as the parties may agree.

2.10     PREFERRED RELATIONSHIP. During the one (1) year period commencing on          the Effective Date (i) Changepoint and its affiliates, to the extent          they publicly promote, market or advertise hosting services for the          Software, will Publicly Promote Corio as its preferred hosting supplier          and partner for the Software and will, in any non-public marketing or          promotion of the Software, treat Corio as its preferred partner and          supplier of hosting services for the Software, and (ii) Corio and its          affiliates, to the extent they publicly promote, market or

                                       5

                                 CONFIDENTIAL TREATMENT

         advertise the use of a PSA Application in conjunction with the Corio          Services, will Publicly Promote the Software as their preferred PSA          Application and will, in any non-public marketing or promotion of          the hosting services offered by Corio, treat Changepoint as their          preferred supplier and partner for PSA Applications. In this Section          2.10, the term Publicly Promote means any marketing, promotion or          solicitation of business made by any means in public or intended for          reception by the public including, without limitation, in published          sales, advertising and marketing materials, materials or statements          posted on websites, public announcements and press releases, but          does not include sales and marketing materials intended for          reception by a specific customer or prospective customer, any          confidential solicitation of business from a specific customer, nor          any referral from a third party to solicit a specific customer.          Should either party be in violation of the terms of the Preferred          Relationship set forth in this Section 2.10, both parties agree that          the sole and exclusive remedy for such breach is for the accused          party to diligently use best commercial efforts to cease the          activities in violation of this Section 2.10 and to correct the          violation and, as soon as reasonably possible, cease to distribute          or publish and destroy Offensive Materials after receiving written          notice from the other party, and to provide such other party with          commercially reasonable evidence that it has done so. Offensive          Materials, for purposes of this provision, means published sales,





         advertising and marketing brochures and collateral, statements          posted on websites and public announcements and press releases or          any other promotional materials, all intended for viewing by the          public and published by or with the concurrence of the accused party.

2.11.    MARKET DEFINITION. During the term of this Agreement, Corio agrees not          to provide the Software in connection with Corio Services or distribute          the Software under Section 2.5 of this Agreement to the following          companies or their subsidiaries: ***. Corio and Changepoint agree that          on an semi-annual basis, this list of companies will be reviewed by          the parties and each party agrees that its consent to the other          party's request for changes to this list (additions and deletions)          will not be unreasonably withheld or delayed.

3.       DELIVERY OF SOFTWARE.

3.1      DELIVERY AND ACCEPTANCE. Changepoint shall issue to Corio, via          electronic means of delivery, as soon as practicable, one (1)          machine-readable copy of the Software, along with one (1) copy of the          on-line Documentation. Changepoint will provide Corio with five (5)          written copies of the Documentation at no cost, and any additional          written copies at Changepoint's standard charges. Corio acknowledges          that no copy of the source code of the Software will be provided to          Corio. Within one hundred twenty (120) days after delivery of the          Software, Corio shall test the Software for conformance with the          Documentation (Acceptance Test). If the Software performs in          substantial accordance with the Documentation, then Corio shall notify          Changepoint in writing of its acceptance of the Software. In the event          Corio finds material errors or defects with the Software, Corio shall          notify Changepoint in writing of such errors or defects and provide          adequate detail to facilitate Changepoint replicating the error or          defect. Upon receipt of written notice, Changepoint shall have fifteen          (15) days to correct the defect, reinstall the Software at the Corio          site and re-perform the Acceptance Test. If Corio does not accept the          Software after the second Acceptance Test, a third Acceptance Test will          be performed. If after the third

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       6

         Acceptance Test Corio does not accept the Software, Corio may, at          its sole option, elect to (i) repeat the Acceptance Test in          accordance with the provisions of this Section 3.1 as many times as          Corio chooses or (ii) terminate the Agreement and receive a refund          of any fees paid to Changepoint as of such date. Termination of this          Agreement by Corio for non conformance of the Software to the          Documentation under this Section 3.1 shall, upon a refund of all          fees paid to Changepoint, be Corio's sole and exclusive remedy          against Changepoint for any nonconformance of the Software with the          Documentation. Both parties acknowledge that any professional          services provided to Corio subsequent to the installation and          acceptance of the Software are non-essential for the purpose of the          acceptance of the Software.

3.2      NEW VERSIONS. Changepoint shall use commercially reasonable efforts to          provide Corio with any pre-release versions of relevant Updates or          Upgrades of the Software. Changepoint shall make these versions          available to Corio to preview at the earliest possible date.          Changepoint shall provide all such Updates and Upgrades to Corio free          of additional charge and Corio shall provide any such Updates and/or          Upgrades to its Customers within twenty four (24) months after their          release to Corio. Changepoint agrees to make changes to the Software          such that all functionality currently available in the Software will be          one hundred percent (100%) thin client and browser-based as set forth          in the schedule attached hereto as EXHIBIT F and made a part hereof.          Changepoint agrees to promptly provide existing APIs for the Software          to Corio and use commercially reasonable efforts to develop and provide          applicable APIs for the web-enabled version of the Software.

3.3      ADDITIONAL MATERIALS. Changepoint shall use all commercially reasonable          efforts to promptly provide Corio with, at a minimum, the following:          (i) release notes; (ii) beta releases; (iii) contacts at beta          customers, when requested by Corio and subject to the approval of the          Changepoint; (iv) proactive bug notification; (v) Software patches;          (vi) release documentation including technical reference manuals and      &sbsp;   user guides; and (vii) all applicable set-up data, data structures and          other files relevant to installing and integrating the Software, but          not including source code. These materials shall be provided at no cost          to Corio.

4        FEES.

4.1      LICENSE FEES. In consideration for the licenses granted to Corio          pursuant to Section 2 (except Section 2.5) of this Agreement, Corio          shall pay the revenue sharing fees specified in EXHIBIT B hereto.          Payment terms of such revenue sharing fees shall be as set forth in          EXHIBIT B hereto.

4.2      SOFTWARE SUPPORT AND MAINTENANCE FEES. Except with respect to Software          Support and Maintenance under the distribution license granted to Corio          pursuant to Section 2.5 of this Agreement, Corio shall pay to





         Changepoint a Software Support and Maintenance fee for the support          services to be provided by Changepoint specified in Section 5.3 of this          Agreement and EXHIBIT C attached hereto and made a part hereof, and          Updates and Upgrades, according to the fees set forth in EXHIBIT B          hereto. Payment terms of Software Support and Maintenance fees shall be          as set forth in EXHIBIT B hereto. Software Support and Maintenance          shall automatically continue during the term of this Agreement and          thereafter for the remaining term of any contracts Corio has with its          Customers to continue providing the Corio Services, provided that Corio          continues to pay the revenue sharing fees as provided in EXHIBIT B          hereto.

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                             CONFIDENTIAL TREATMENT

4.3      TAXES. All fees are exclusive of any sales taxes, Goods and Services          use taxes, other use taxes and any other taxes and charges of any kind          imposed by any federal, state, provincial or local governmental entity          for products and services provided under this Agreement, and Corio is          responsible for payment of all taxes concerning the Corio Services,          excluding taxes based solely upon Changepoint's income or revenue.

4.4      AUDIT RIGHTS. Corio shall keep true and accurate books of accounts and          records for determining the amounts payable to Changepoint under this          Agreement. Such books and records shall be kept for at least three (3)          years following the end of the calendar month to which they pertain,          and shall be open for inspection by an independent certified public          accountant reasonably acceptable to Corio, and made subject to Corio's          standard non-disclosure agreement, for the sole purpose of verifying          the amounts payable to Changepoint under this Agreement. Such          inspections may be made no more than once each calendar year, at          reasonable times and upon reasonable notice. Changepoint shall bear all          costs and expenses of such inspection. If any such inspection discloses          a shortfall or an overpayment, the appropriate party shall promptly pay          the amount of such shortfall or refund such overpayment. In addition,          if any such inspection reveals an underpayment of more than five          percent (5%) for the period under audit, Corio shall reimburse          Changepoint for the reasonable cost of the examination.

4.5      REPORTING. Within thirty (30) days following the end of each calendar          month, Corio will submit to Changepoint a report in a form reasonably          acceptable to both parties setting forth the number of Customers and          Software Users which have been licensed to use the Software during the          preceding month, as well as the Application Management Revenue received          by Corio during the preceding month. The report shall also set forth          all amounts collected by Corio pursuant to the Distribution License          granted under Section 2.5 of this Agreement during the preceding month,          and a calculation of all amounts due to Changepoint for such          distributions by Corio during the preceding month.

4.6      INTEREST. In the event any payment by Corio under this Agreement is not          made within thirty (30) calendar days of its due date, interest on any          such unpaid amount shall accrue at a rate of eighteen percent (18%) per          annum, or the maximum amount permitted by law, whichever is less.

4.7      FEE EXCEPTIONS. Changepoint agrees that for all Software Users of the          Corio Services that Corio must use software products from   *** .

5        INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1      INSTALLATION. Changepoint shall provide Corio with access to full-time          operations personnel at no charge to Corio as part of the installation          project as described in the Corio, Inc.

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       8

                              CONFIDENTIAL TREATMENT

         Statement of Work, dated December 9, 1999 (Statement of Work)          incorporated herein by reference.

5.2      IMPLEMENTATION. Changepoint shall provide Corio with sufficient access          to Changepoint's professional services organization during the first          four (4) implementations of the Software (Corio's internal          implementation as defined in Section 2.3 of this Agreement plus          implementation by three (3) Corio Customers) conducted by Corio and its          Customers subject to the payment by Corio of Changepoint's standard          professional services fee at a *** discount.          Additionally, during the term of this Agreement the parties shall meet          periodically to discuss Updates and Upgrades to the Software to better          support Corio's and its Customers' specific application requirements,          to be provided at no charge to Corio. Changepoint agrees to share its          consulting implementation methodologies with Corio. Corio acknowledges          that such consulting methodologies are confidential information of          Changepoint and shall be used by Corio solely in connection with the





         Software when offered as part of the Corio Services. Changepoint agrees          to provide Corio with proposal development materials.

5.3      SOFTWARE SUPPORT AND MAINTENANCE. Changepoint shall provide Corio with          support described in EXHIBIT C hereto, and maintenance in the form of          Updates and Upgrades, subject to Corio's payment of the fees set forth          in EXHIBIT B hereto. Corio shall be responsible for providing its          Customers with routine technical support of the Software (Levels 1 and          2) as described in the schedule set forth in EXHIBIT C hereto.          Changepoint agrees to provide Level 2 support and maintenance to Corio          for the first four (4) months after the first Customer commences using          the Software in connection with the Corio Services. Corio shall          escalate any technical support questions or problems it is unable to          answer or resolve directly to Changepoint for Changepoint to resolve as          described in the schedule set forth in EXHIBIT C hereto. The support          described in this Section 5.3 and EXHIBIT C hereto shall be provided to          Corio, but Changepoint shall have no obligation to provide any Software          Support or Maintenance services to other third parties. Subject to          Corio's payment of the Software revenue sharing fees as set forth in          EXHIBIT B hereto and the Software Support and Maintenance fee as          provided in Section 2.5 of this Agreement, Changepoint's Software          Support and Maintenance obligation shall continue after termination or          expiration of this Agreement with respect to all Software Users granted          access to the Software prior to termination or expiration of this          Agreement for the remaining duration of each such Software Users'          rights to use the Software pursuant to agreements between Corio and its          Customers. Corio shall assign up to five (5) trained persons to contact          Changepoint on Software Support and Maintenance matters within the          scope of Changepoint's responsibility under EXHIBIT C.

5.4      MANAGEMENT MEETINGS. The parties agree to meet either in person or via          teleconference on no less than a quarterly basis to discuss, without          limitation, engineering, feature-functionality and architecture-related          issues as they pertain to the Software. The specific topics of the          meetings will be determined on a meeting-by-meeting basis. Each party          shall appoint a product manager to coordinate these meetings.          Changepoint may, where appropriate, provide Corio with information          relevant to future Software development efforts, including product and          service roadmap, rollout strategy, and plans for future development          efforts. The product managers shall be those persons set forth on          EXHIBIT A hereto or as subsequently agreed by the parties. The parties          also agree to discuss the amount of Application Management Revenue          received by Corio for Corio Services related to the Software and, at          the end of eighteen (18) months after the Effective Date, the parties          agree to

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       9

                             CONFIDENTIAL TREATMENT

         discuss the license fee structure set forth in EXHIBIT B attached          hereto. Corio agrees to use commercially reasonable efforts to          maximize Application Management Revenue received from Customers for          the Corio Services.

5.5      TRAINING. Changepoint shall provide Corio with training as reasonably          requested by Corio to train Corio's technical and support personnel          regarding implementation, use and operation of the Software at no          charge to Corio as set forth in the Statement of Work. Upon completion          of the Statement of Work, during the first year of this Agreement,          Changepoint shall provide training to Corio employees at Corio's          request subject to payment of Changepoint's standard training fees at a          *** discount. Corio Customers may receive training          directly from Changepoint at Changepoint's normal training fees. Corio          shall otherwise be responsible for training its Customers regarding the          Software. Throughout the term of this Agreement, Changepoint shall          provide Corio with training materials and instruction manuals and the          right to re-distribute these training materials and instruction manuals          to its Customers of the Software solely in connection with the Corio          Services. Further, the parties shall work together and cooperate to          train Corio's sales force and product consultants on the Software and          the alliance contemplated by this Agreement, including without          limitation, how to position, sell and demonstrate the Software to          potential customers.

5.6      OTHER SERVICES. Upon Corio's request, Changepoint shall provide certain          professional services, including without limitation, consulting          services, to Corio or its Customers, subject to the mutual written          agreement on the scope of such services, pricing and other terms and          conditions.

5.7      SALES AND MARKETING EFFORTS. The parties shall engage in joint          marketing and sales activities as set forth in EXHIBIT D attached          hereto and made a part hereof. Additionally, Changepoint agrees to          provide Corio with marketing and sales presentation materials. During          the term of this Agreement, Corio agrees to use commercially reasonable          efforts to develop joint customer references or testimonials. Corio and          Changepoint agree that they will promote each other as a leading PSA          Application vendor and a leading Enterprise ASP, respectively, as long          as the preferred relationship between the parties continues in effect





         as set forth in Section 2.10 of this Agreement.

6        TRADEMARKS.

6.1      RIGHT TO DISPLAY. During the term of this Agreement, each party          authorizes the other party to display and use the other's trademarks,          trade names and logos (collectively, the TRADEMARKS) in connection          with that party's sale, advertisement, service and promotion of the          Corio Services or the Software. Each party shall indicate in all          product, service, publicity and printed materials relating to the Corio          Services or the Software that such trademarks are the property of the          originating party. Upon termination of this Agreement, each party shall          cease all display, advertising and use of all Trademarks of the other          party and shall not thereafter use, advertise or display any trademark,          trade name or logo which is, or any part of which is, confusingly          similar to any such designation association with Corio or the Corio          Services or Changepoint or any Changepoint product.

6.2      PROMOTION MATERIALS AND ACTIVITIES. All representations of the other          party's Trademarks that a party intends to use shall be exact copies of          those used by the other party and shall first be submitted to the          originating party for approval of design, color and use, including use   &bbsp;      in conjunction with advertisement, service and promotional materials,          which consent shall not be unreasonably withheld or delayed. To ensure          trademark quality, each party shall fully

         *** The omitted material has been filed separately with the              Securities and Exchange Commission pursuant to a request for              confidential treatment.

                                       10

         comply with all written guidelines provided by the other party          concerning the use of the originating party's Trademarks. Each party          agrees to change or correct any material or activity that the          originating party determines to be inaccurate, objectionable,          misleading or a misuse of the originating party's Trademarks.

6.3      GOODWILL AND TRADEMARKS. Each party acknowledges that the other has and          will have substantial goodwill in its Trademarks used in conjunction          with this Agreement, and agrees it shall not do anything that could          injure, diminish or depreciate the value of the goodwill associated          with the Trademarks or business of the other. All goodwill associated          with the use of each party's Trademarks shall enure exclusively to the          owner of such Trademarks.

6.4      CONDUCT OF BUSINESS. Each party shall conduct its business of marketing          each other's products and services pursuant to this Agreement in a          manner that will reflect favorably on the good name and reputation of          the other party. Each party shall comply with all laws, regulations and          ordinances in dealing with each other and with third parties, and in          performing their respective obligations under this Agreement. Each          party shall refrain from engaging in any unfair or deceptive trade          practice or unethical business practice that could unfavorably reflect          upon the other party and its products or services.

7        WARRANTIES AND DISCLAIMER.

7.1      NO CONFLICT. Each party represents and warrants to the other party that          it is under no current obligation or restriction, nor will it knowingly          assume any such obligation or restriction that does or would in any way          interfere or conflict with, or that does or would present a conflict of          interest concerning the performance to be rendered hereunder or the          rights and licenses granted herein.

7.2      INTELLECTUAL PROPERTY WARRANTY. Changepoint represents and warrants to          Corio that (a) Changepoint is the sole and exclusive owner of the          Software or is a licensee of the Software; (b) Changepoint has full and          sufficient right, title and authority to grant the rights and/or          licenses granted to Corio under this Agreement; (c) the Software does          not contain any materials developed by a third party used by          Changepoint except pursuant to a license agreement; and (d) the          Software does not, to the best of Changepoint's knowledge and belief,          infringe any patent, copyright, trade secret, trademark or other          intellectual property rights of a third party.

7.3      PRODUCT WARRANTY. Changepoint warrants that the Software will perform          in substantial accordance with the Documentation, and the media on          which the Software is distributed will be free from defects in          materials and workmanship under normal use, for a period of one hundred          twenty (120) days after delivery of the Software to Corio for          Acceptance Testing (the Warranty Period). In addition, Changepoint          warrants that during the Warranty Period the Software is free of any          willfully introduced computer virus, or any other similar harmful,          malicious or hidden program or data, which is designed to disable,          erase, or alter the Software, or any other files, data, or software.          If, during the Warranty Period, the Software does not perform in          substantial compliance with the Documentation, Changepoint shall take          all commercially reasonable efforts to correct the Software, or if          correction of the Software is reasonably not possible, at Changepoint's          option, replace such Software free of charge. Changepoint will replace          any defective media returned to Changepoint during the Warranty Period.          In the event any such breach of warranty can not be reasonably          corrected at Changepoint's sole expense, Corio has the right to





         terminate this Agreement and receive a

                                       11

         refund of all prepaid fees, if any. The foregoing are Corio's sole          and exclusive remedies for breach of the foregoing product warranty.          The warranty set forth above is made to and for the benefit of Corio          only. This product warranty shall not apply if:

         (a)      the Software has been not properly installed and used at all                   times and in accordance with the Documentation; and

         (b)      Corio has requested modifications, alterations or additions to                   the Software that cause it to deviate from the Documentation.

7.4      PRODUCT WARRANTY - YEAR 2000 COMPLIANCE. Changepoint warrants that the          Software, when used in accordance with the Documentation, is in all          material respects capable upon installation of accurately processing,          providing and/or receiving date data from, into and between the          twentieth and twenty-first centuries, including the years 1999 and          2000, and leap year calculations; provided that all licensee and third          party equipment, systems, hardware, software and firmware used in          combination with the Software properly exchange date data with the          Software and accurately process, provide and/or receive date data from,          into and between the twentieth and twenty-first centuries, including          the years 1999 and 2000, and leap year calculations. Changepoint's sole          liability under this Section 7.4 is limited to use of reasonable          efforts to correct or replace the defective Software with conforming          Software, and if neither of the foregoing are commercially practicable,          as determined by Changepoint in its reasonable discretion, Changepoint          may, at its option, terminate this Agreement and refund all prepaid          fees, if any. The foregoing are Corio's sole and exclusive remedies for          breach of this Year 2000 warranty and Changepoint's sole obligation.

7.5      CORIO WARRANTIES. Corio represents and warrants that (i) it has the          right and power to enter into and fully perform this Agreement, (ii) in          entering into this Agreement, Corio is not, to the best of its          knowledge and belief, in breach of any contractual&sbsp;or other obligation          to any third party, (iii) it will comply with the terms of its          agreements with its Customers who purchase the right to use the          Software in connection with the Corio Services; (iv) it shall not make          any representations about the Software to third parties, including          Customers, which it is not authorized by Changepoint in writing to          make, or which are not set forth in the Documentation or other written          sales, marketing and training materials provided by Changepoint          intended for distribution to customers, and (v) it shall not make any          representations and warranties on behalf of Changepoint unless          expressly authorized by Changepoint in writing.

7.6      DISCLAIMER. Except as expressly provided herein, CHANGEPOINT LICENSES          THE SOFTWARE TO CORIO ON AN AS IS BASIS. NEITHER PARTY MAKES ANY          OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR          OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR          CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NONINFRINGEMENT          AND FITNESS FOR A PARTICULAR PURPOSE.

8        INDEMNIFICATION.

8.1      BY CHANGEPOINT. Changepoint shall indemnify, defend and hold harmless          Corio and its Customers from any and all damages, liabilities, costs          and expenses (including reasonable attorneys' fees) awarded by a court          against Corio or its Customers, and from settlements approved in          writing by Changepoint, arising out of any claim that the Software          infringes any patent, copyright, trademark or trade right secret of a          third party; provided that Corio or its Customer promptly notifies          Changepoint in writing of any such claim and promptly tenders

                                       12

         the control and the defense and settlement of any such claim to          Changepoint at Changepoint's expense and with Changepoint's choice          of counsel. Nothing in this provision shall limit Changepoint's          immediate duty to defend Corio and its Customers against any such          claims. Corio or its Customer shall cooperate with Changepoint, at          Changepoint's expense, in defending or settling such claims and          Corio or its Customer may join in defense with counsel of its choice          at its own expense. If the Software is, or in the opinion of          Changepoint may become, the subject of any claim of infringement or          if it is adjudicatively determined that the Software infringes, then          Changepoint may, at its sole option and expense, either (i) procure          for Corio the right from such third party to use the Software, (ii)          replace or modify the Software with other suitable and substantially          equivalent products so that the Software becomes noninfringing, or          if (i) and (ii) are not practicable after Changepoint has exhausted          all reasonable efforts, (iii) terminate this Agreement.

8.2      LIMITATIONS. Changepoint shall have no liability for any infringement          based on (i) the use of the Software other than as set forth in the          Documentation; (ii) the modification of the Software by a party other          than Changepoint, when such infringement would not have occurred but          for such modification, (iii) the combination of the Software with any          other hardware or software product or service when such infringement





         would not have occurred using the Software by itself or (iv) Corio's          copying, distribution or use of the Software after receiving          Changepoint's written notice to Corio of a third party claim of          infringement applicable to the Software.

 8.3     BY CORIO. Corio shall indemnify, defend and hold harmless Changepoint          and its affiliated companies from any and all damages, liabilities,          costs and expenses (including reasonable attorneys' fees) awarded by a          court against Changepoint and its affiliated companies, and from          settlements approved in writing by Corio, for infringement of any          patent, copyright, trademark or trade right secret of a third party          arising out (i) use of the Software by Corio other than as set forth in          the Documentation or as authorized by this Agreement; (ii) modification          of the Software by Corio except as authorized by Changepoint or by this          Agreement, when such infringement would not have occurred but for such          unauthorized modification, (iii) Corio's copying, distribution or use          of the Software after receiving Changepoint's written notice to Corio          of a third party claim of infringement applicable to the Software, or          (iv) a combination of the Software with other hardware or software          product or service, if such infringement would not have occurred using          the Software alone. Corio's obligation to indemnify Changepoint is          subject to Changepoint providing Corio with prompt written notice of          any such claim and promptly tendering the control and the defense and          settlement of any such claim to Corio at Corio's expense and with          Corio's choice of counsel. Nothing in this provision shall limit          Corio's immediate duty to defend Changepoint against any such claims.          Changepoint shall cooperate with Corio, at Corio's expense, in          defending or settling any such claims and Changepoint may join in          defense with counsel of its choice at its own expense.

9        LIMITATION OF LIABILITY.

         EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2.7, 8, 10 AND 12.3 OF THIS          AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR          RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE          EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CORIO HEREUNDER FOR THE          TRANSACTION WHICH THE LIABILITY RELATES TO DURING THE TWELVE (12)          MONTHS IMMEDIATELY PRIOR TO THE CAUSE OF

                                       13

         ACTION FIRST ARISING, EVEN IF IT IS A CONTINUOUS ONE, OR IN THE          AGGREGATE, WITH RESPECT OF ALL CLAIMS ARISING OUT OF OR RELATED TO          THIS AGREEMENT, THE TOTAL AMOUNT ACTUALLY PAID BY CORIO UNDER THIS          AGREEMENT TO CHANGEPOINT. EXCEPT FOR LIABILITY ARISING UNDER          SECTIONS 2.7, 8, 10 AND 12.3 OF THIS AGREEMENT, IN NO EVENT SHALL          EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST          PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR          FOR ANY INDIRECT, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES          HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT          SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE          PARTIES AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION          OF RISK.

10       CONFIDENTIALITY.

         Each party hereby agrees that it shall not use any Confidential          Information received from the other party other than as expressly          permitted under the terms of the non-disclosure agreement in effect          between the parties dated October 29, 1999, which is incorporated          herein by reference and made a part hereof. For purposes of this          Agreement, Confidential Information means the definition given to          that term in such non-disclosure agreement. The parties agree that          Changepoint's Software and Documentation (except that Documentation          which this Agreement contemplates will be provided to Customers) shall          be deemed Confidential Information subject to that non-disclosure          agreement. The terms and conditions of this Agreement shall also be          deemed Confidential Information subject to that non-disclosure          agreement, but the terms of this Agreement may be disclosed by a party          in connection with a significant transaction involving the merger or          sale of all or a substantial part of the assets of the receiving party.          Further, each party represents and warrants that their respective          employees, agents, contractors or consultants that will be provided the          other party's confidential information have or will have signed          agreements with customary terms containing confidentiality provisions          and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Each          party covenants that during the term of this Agreement, it will          continue to require all of such employees, agents, contractors or          consultants to sign an Employee NDA/Invention Agreement.

11       TERM AND TERMINATION.

11.1     TERM. The term of this Agreement shall commence on the Effective Date          and, subject to the provisions of this Agreement, shall continue in          full force and effect for an initial period of five (5) years.          Thereafter, this Agreement shall automatically renew for subsequent one          (1) year periods unless either party provides the other party with          written notification at least thirty (30) days prior to the expiration          of the initial five (5) year term or any one (1) year renewal thereof          of its intention to terminate this Agreement.

11.2     TERMINATION. If either party breaches any material term or condition of          this Agreement and fails to cure such breach within sixty (60) days          after receiving written notice of the breach, the nonbreaching party





         may terminate this Agreement on written notice at any time following          the end of such sixty (60) day period. Notwithstanding the foregoing,          Corio shall have thirty (30) calendar days after receipt of written          notice from Changepoint to cure any nonpayment. Compliance by the          Software with the Software's Documentation after expiration of the          Warranty Period shall be deemed a material condition of this Agreement.          To the extent permitted by applicable law, either party may terminate          this Agreement by

                                       14

         notice in writing to the other party in the event that (i) a          receiver, trustee, liquidator, administrator or administrative          receiver should be appointed for either party or its property, (ii)          either party should become insolvent or unable to pay its debts as          they mature or cease to pay its debts as they mature in the ordinary          course of business, or makes an assignment for the benefit of          creditors or makes a proposal to its creditors or files a notice of          intention to do so, (iii) any proceedings should be commenced          against either party under any bankruptcy, insolvency or debtor's          relief law, and such proceedings are not vacated or set aside within          fifteen (15) days from the date of commencement thereof, or (iv)          either party is liquidated or dissolved (except as part of an          assignment permitted under Section 14.1 of this Agreement).

11.3     EFFECT OF TERMINATION OR EXPIRATION. The following Sections shall          survive the termination or expiration of this Agreement according to          the provisions of this Section 11.3: 2.1, 2,2, 2.3, 4.2, 4,5, 4.6, 4.7,          5.3, 7, 8, 9, 10, 12, 14 and Exhibits B and C. Corio's right to allow          its then-existing Customers and their Software Users to use and access          the Software in accordance with Sections 2.1 and 2.5 of this Agreement          and all payment obligations related thereto shall survive any          termination or expiration of this Agreement only for the remaining term          of any contracts Corio has with its Customers to continue providing the          Corio Services. Changepoint's obligation to provide Software Support          and Maintenance to Corio and its Customers shall survive any          termination or expiration of this Agreement for the remaining term of          any contracts Corio has with such Customers to continue providing the          Corio Services, provided Corio continues to make its revenue share fee          payments (and Software Support and Maintenance payments under Section          2.5 of this Agreement with respect to those licenses) to Changepoint as          specified in this Agreement. Notwithstanding the foregoing, the license          grants in Sections 2.1 and 2.2 of this Agreement, and Changepoint's          continuing obligation to provide Software Support and Maintenance under          Sections 4.2 and 5.3 of this Agreement shall terminate if Changepoint          terminates this Agreement for Corio's non-payment or other material          breach according to the provisions of Section 11.2 of this Agreement.          Sections 7, 8, 9, 10, 12 and 14 of this Agreement shall survive          termination or expiration of this Agreement for any reason. Upon          termination or expiration of this Agreement, each party shall otherwise          return or destroy any Confidential Information of the other party          provided, however, Corio may retain such Confidential Information as is          necessary for Corio to continue supporting it's then-existing Customers          according to the provisions of this Section 11.3. Upon termination or          expiration of this Agreement, all outstanding and unpaid amounts owed          by Corio to Changepoint under this Agreement shall become immediately          due and payable. Section 2.3 of this Agreement shall survive for the          time period provided in such section.

12       SOURCE CODE ESCROW.

12.1     ESCROW ACCOUNT. Within sixty (60) days of the Effective Date,          Changepoint agrees to execute an escrow agreement by and among Corio,          Changepoint and a mutually acceptable escrow agent (the ESCROW          AGENT). The Escrow Agent shall require Changepoint to place in an          escrow account in Toronto a copy of the source code of the Software          including all Updates and Upgrades thereto, documentation and similar          materials (the SOURCE CODE). The escrow agreement shall contain, at a          minimum, the terms and conditions set forth in this Section 12. Corio          shall bear all fees, expenses and other charges to open and maintain          such escrow account. If a Release Condition (as defined in Section 12.2          of this Agreement) occurs and the Escrow Agent provides the Source Code          to Corio under the escrow agreement, Corio agrees to hold the Source          Code in strict confidence, and not to use the Source Code for any          purpose other than those purposes set forth under Section 12.3 of this          Agreement. This

                                       15

         source code escrow shall survive any termination or expiration of          this Agreement for the remaining term of any contracts Corio has          with such Customers to continue providing the Corio Services.

12.2     RELEASE. Corio shall notify Changepoint in writing if it believes that          one of the following events (the RELEASE CONDITIONS) has occurred and          that it intends to seek release of the Source Code from the escrow          account: (i) Changepoint's dissolution or ceasing to do business in the          normal course, except as a result or a merger, amalgamation or sale of          all or a substantial part of the assets of Changepoint, or (ii)          Changepoint's repeated and material breach of Changepoint's Software          Support and Maintenance obligations defined under Section 5 of this          Agreement and EXHIBIT C pertaining to the correction of programming





         errors and such breach is not cured within sixty (60) days of receipt          of written notice thereof from Corio. If Changepoint notifies Corio in          writing that it disputes whether any such event has occurred, officers          of each of the parties shall negotiate for a period of ten (10)          business days to attempt to resolve the dispute. At the end of such ten          (10) business day period, if the parties have not resolved the dispute,          the matter shall be referred to dispute resolution in the manner set          forth in the escrow agreement and there shall be no release until the          dispute is resolved.

12.3     LICENSE. Upon the release of the Source Code to Corio pursuant to          Section 12.2 of this Agreement, Corio shall have a royalty-free,          nonexclusive, nontransferable, right and license at its head office to          use and modify the Source Code to support and maintain the Software          until the expiration or termination of Corio's Customers' License          Agreements for the Corio Services. The object code derived from the          Source Code so modified shall be subject to the same rights and          restrictions on use, reproduction and disclosure that are contained in          this Agreement with respect to the Software. Corio shall not          distribute, sell or sublicense the Source Code or use the Source Code          to develop new products or for commercial purposes other than to          support Customers of the Corio Services. Subject to the licenses          expressly granted in this Agreement, Changepoint shall retain all          right, title and interest in and to the Source Code. Corio may disclose          the Source Code to a contractor(s) for the purposes set forth in this          Section 12.3 provided that such contractor is not a direct or indirect          competitor of Changepoint of any affiliate of Changepoint, and provided          further that such contractor(s) agrees to maintain the Source Code in          strict confidence and to use the Source Code only as expressly          permitted under this Section 12. Access to the Source Code shall be on          a need to know only basis and shall be retained by contractors only for          so long as reasonably required for the purposes set forth in this          Section 12.

13       SHARED RESOURCES.

13.1     OPERATIONS. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          operations personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard fees at a twenty percent (20%) discount along with payment by          Corio of reasonable travel and living expenses. These Changepoint          operations personnel shall work together with Corio personnel to          optimize the architecture and performance of the Software in a hosted          environment as well as to help Corio address changes Changepoint has          made to the Software as part of an Update or Upgrade that affect          Corio's ability to host the Software. Changepoint and Corio shall only          commit personnel with expertise in installations, operating          environments and networking functionality.

                                       16

13.2     CONSULTING. To the extent not provided for within the Statement of          Work, Changepoint shall provide Corio with access to Changepoint          consulting personnel as reasonably requested by Corio, subject to          availability of such personnel and payment by Corio of Changepoint's          standard professional services fees at a twenty percent (20%) discount          along with payment by Corio of reasonable travel and living expenses.          These Changepoint consulting personnel shall initially work together          with Corio personnel to develop implementation templates.

13.3     ENGINEERING. Subject to availability of such personnel, Changepoint          shall, on a case by base basis, provide Corio with reasonable access to          Changepoint engineering personnel at no additional cost to Corio. Such          joint engineering work may include product development, including          without limitation, technical and functional application development          and integration.

13.4     OTHER. Any other services not provided for under this Agreement shall          be subject to the terms of a separate agreement between the parties at          a cost to Corio of twenty percent (20%) off Changepoint's standard fees          for the applicable services.

14       MISCELLANEOUS.

14.1     ASSIGNMENT. Neither party may assign this Agreement or any rights or          obligations hereunder, whether by operation of law or otherwise,          without the prior written consent of the other party. Notwithstanding          the foregoing, either party shall have the right to assign this          Agreement in connection with the merger or acquisition of such party or          the sale of all or substantially all of its assets related to this    &bbsp;     Agreement without such consent, except in the case where such          transaction involves a direct competitor of the other party where          consent of the other party will be required. Subject to the foregoing,          this Agreement will bind and inure to the benefit of the parties, their          respective successors and permitted assigns. Any assignment in          violation of this Section 14.1 shall be null and void.

14.2     WAIVER AND AMENDMENT. No modification, amendment or waiver of any          provision of this Agreement shall be effective unless in writing and          signed by the party to be charged. No failure or delay by either party          in exercising any right, power, or remedy under this Agreement, except          as specifically provided herein, shall operate as a waiver of any such          right, power or remedy.





14.3     CHOICE OF LAW; ARBITRATION; VENUE. This Agreement shall be governed by          the laws of the State of California, USA, excluding conflict of laws          provisions and excluding the 1980 United Nations Convention on          Contracts for the International Sale of Goods. Any disputes arising out          of this Agreement shall be resolved by binding arbitration in          accordance with the then-current commercial arbitration rules of the          American Arbitration Association (RULES). The arbitration shall be          conducted by one (1) arbitrator appointed in accordance with the Rules          in San Francisco County, California. A judgment upon the award may be          entered in any court having jurisdiction of the parties, including          without limitation the courts in San Francisco, California. The          non-prevailing party in the arbitration shall pay all fees and charges          of the American Arbitration Association; each party, however, shall be          responsible for the payment of all fees and expenses connected with the          presentation of its respective case.

14.4     NOTICES. All notices, demands or consents required or permitted under          this Agreement shall be in writing. Notice shall be considered          delivered and effective on the earlier of actual receipt or when (a)          personally delivered; (b) the day following transmission if sent by          facsimile followed by written confirmation by registered overnight          carrier or certified United

                                       17

         States or Canadian mail; or (c) one (1) day after posting when sent          by registered private overnight carrier (e.g., DHL, Federal Express,          etc.); or (d) five (5) days after posting when sent by certified          United States or Canadian mail. Notice shall be sent to the parties          at the addresses set forth on the first page of this Agreement or at          such other address as shall be specified by either party to the          other in writing.

14.5     INDEPENDENT CONTRACTORS. The parties are independent contractors with          respect to each other. Each party is not and shall not be deemed to be          an employee, agent, partner or legal representative of the other for          any purpose and shall not have any right, power or authority to create          any obligation or responsibility on behalf of the other.

14.6     SEVERABILITY. If any provision of this Agreement is held by a court of          competent jurisdiction to be contrary to law, such provision shall be     &sbsp;    changed and interpreted so as to best accomplish the objectives of the          original provision to the fullest extent allowed by law and the          remaining provisions of this Agreement shall remain in full force and          effect.

14.7     FORCE MAJEURE. Neither party shall be deemed to be in breach of this          agreement for any failure or delay in performance caused by reasons          beyond its reasonable control, including but not limited to acts of          God, earthquakes, strikes or shortages of materials.

14.8     SUBCONTRACT. Changepoint understands and agrees that Corio shall solely          direct the provision of Corio Services and may subcontract certain          portions of the operations of the Corio Services to third parties at          any time during the term of the Agreement. Corio shall not sublicense          its distribution license rights under Section 2.5.

14.9     BANKRUPTCY. The parties hereto agree that Corio, as a licensee of          Changepoint's intellectual property, shall be afforded all of the          protections afforded to a licensee under Section 365(n) of the United          States Bankruptcy Code, as amended from time to time (the CODE) so          that the Trustee or Debtor in Possession, as defined in the Code, will          not interfere with Corio's license with respect to the Software as          provided in this Agreement, as set forth in Section 365(n) of the Code.          The equivalent provisions of Canadian bankruptcy law shall also apply          to Corio's rights under this Agreement.

14.10    COMPLETE UNDERSTANDING. This Agreement including all Exhibits, the non          disclosure agreement between the parties incorporated herein pursuant          to Section 10 of this Agreement and the Statement of Work referenced in          this Agreement and incorporated by reference herein, constitutes the          final, complete and exclusive agreement between the parties with          respect to the subject matter hereof, and supersedes any prior or          contemporaneous agreement.

14.11    EXPORT CONTROLS AND U.S. GOVERNMENT TRANSACTIONS. Corio agrees that it          shall not export or reexport the Software or Documentation outside the          United States and Canada without first obtaining permission from          applicable authorities in the United States and Canada. Changepoint          agrees to reasonably assist Corio in obtaining any required export          permissions at no additional cost to Corio. Corio agrees not to provide          the Corio Services involving the Software to the United States          government without the prior written consent of Changepoint as to the          form and substance of the restricted rights legends to be applied to          the Software.

14.12    COUNTERPARTS. This Agreement may be executed in any number of          counterparts, each of which shall be deemed an original and which, if          taken together, shall be deemed to constitute one and the same          instrument.

                                       18





14.13    CONSTRUCTION. The fact that one party drafted some or all of this          Agreement shall not be held against such party in any dispute regarding          construction or interpretation of this Agreement or any part of this          Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CORIO, INC.                                   CHANGEPOINT, INC.

By: _______________________________           By: _____________________________

Name: _____________________________           Name: ___________________________

Title: ____________________________           Title: __________________________

Date: _____________________________           Date: ___________________________

                                       19

                                    EXHIBIT A

                                    SOFTWARE

1.       SOFTWARE.          Changepoint v 5.1

2.       DEMONSTRATION SOFTWARE.          Changepoint v 5.1

3.       RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:          ____________. The Changepoint Relationship Manager shall be:          _____________.

4.       PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the          Corio product manager shall be: _______________. The Changepoint          product manager shall be:______________________.

                                       20

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT B

                                     PRICING

SOFTWARE: Changepoint v 5.1

REVENUE SHARING FEES:

1.       Corio Customer Application Management Revenue:

         Corio to pay Changepoint *** of all Application          Management Revenue from Corio Customers for use of Changepoint Software          subject to the following limitations.

                A.  The Corio invoice amounts used to calculate the revenues                     subject to this revenue share shall not include Professional                     Service fees or Network access fees.

                B.  These Application Management Revenue fees shall begin                     accruing when the Corio Customer first commences making                     payments to Corio for the Corio Services.

         Software support and maintenance fees are included in the 10% Revenue          Sharing Fee.

PAYMENT TERMS

Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close. Implementation or Professional Service Fees: Net 30 days from date of Changepoint invoice, which shall be issued only after successful completion of each agreed upon milestone.

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       21

                                    EXHIBIT C

                            CUSTOMER SERVICE OUTLINE

CORIO RESPONSIBILITIES:

Corio will provide Level 1 Support and Level 2 Support directly to Customers and Software Users.





Level 1 Support means the service provided in response to the initial phone call placed by a Customer or Software User which identifies and documents an error in the Software. This includes problem source identification assistance, problem analysis, problem resolution, installation planning information and preventative and corrective service information.

Level 2 Support means the service provided to analyze or reproduce the error or to determine that the error is not reproducible. This includes problem recreation and in-depth technical analysis.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

CHANGEPOINT RESPONSIBILITIES:

Changepoint will provide Level 3 Support to Corio for problems that have been escalated beyond Level 2 Support.

Changepoint will provide Level 3 Support to Corio according to the following problem priority level definitions and respective schedules:

- -    Priority One Problems are those in which the Software fails to perform      major functions on a system-wide basis resulting in a critical business      impact. Changepoint will allocate resources to address the problem within      two (2) business hours.

- -    Priority Two Problems are those in which the functionality of the      Software is substantially restricted or the problem is restricted to      individual workstations. Changepoint will allocate resources to address the      problem within eight (8) business hours.

- -    Priority Three Problems are those in which the functionality of the      Software is slightly restricted. Changepoint will allocate resources to      address the problem within two (2) business days.

- -    Priority Four Problems are minor errors that do not affect the      functionality of the Software. Changepoint will allocate resources to      address the problem within five (5) business days.

Beginning February 15, 2000, Changepoint, as part of Level 3 Support will provide access 24 hours per day, 7 days per week telephone or pager support for Priority One Problems.

Corio shall use all commercially reasonable efforts to promptly provide Changepoint with notification of bugs encountered in the Software.

                                       22

                                    EXHIBIT D

                         SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.   RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt to      meet at mutually agreeable times no less than every quarter to review and      coordinate sales efforts and review customer response to the Software and      the Corio Services, and address other topics related to this Agreement.

2.   JOINT MARKETING PLANS. During the term of this Agreement the parties agree      to develop, review and submit to each other new and continuing marketing      plans with respect to the Corio Services and the Software, respectively.

3.   MARKETING FUND. Within six (6) months after the Effective Date of the      Agreement, Corio and Changepoint each would contribute to a marketing fund      to be jointly managed by the parties to promote the sale and marketing of      the Corio Services and the Software. Each party's initial amount of      contribution is Fifty Thousand dollars ($50,000U.S.).

4.   PERSONNEL. Each party agrees to assign sufficient sales or marketing      personnel to assist in the sales and marketing promotional activity set      forth in this Exhibit D.

5.   COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Changepoint may      engage in the following activities: joint publicity releases, joint      marketing materials, joint marketing calls, joint conference and trade show      efforts, and strategy coordination concerned with promoting the Software      and the Corio Services in the commercial marketplace.

6.   INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of the      Agreement, Corio agrees to use commercially reasonable efforts to obtain      orders from two (2) Customers for the Corio Services which include access      to the Software.

7.   SALES INCENTIVES. During the period of their preferred relationship, the      parties will provide their internal and external sales personnel sufficient      incentives designed to actively promote and encourage cross selling of the      Corio Services and the Software, respectively.

                                       23





                                    EXHIBIT E

                      CUSTOMER LICENSE TERMS AND CONDITIONS

1.    THIRD-PARTY BENEFICIARY. Changepoint, Inc. (Changepoint) shall be a       direct and intended third-party beneficiary to this Agreement.

2.    AUDIT. Changepoint's independent certified auditors will have the right,       exercisable not more than once every twelve (12) months, to inspect upon       reasonable notice and during End User's regular business hours, End User's       relevant records to verify End User's compliance with the terms of this       Agreement and/or Changepoint's compliance with its obligations to       Changepoint.

3.    NO ADDITIONAL WARRANTY. CORIO MAY PROVIDE THE SOFTWARE TO END USERS WITH       ONLY THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED       AGREEMENT. ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED,       OR STATUTORY, ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED       WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND       NONINFRINGEMENT. CORIO SHALL BE SOLELY RESPONSIBLE FOR ANY WARRANTIES IT       MAY GIVE TO END USERS WHICH ARE IN ADDITION TO OR OTHERWISE DIFFERENT FROM       THOSE WARRANTIES GIVEN BY CHANGEPOINT TO CORIO IN THE ATTACHED AGREEMENT.

4.    LIMITATION OF LIABILITY. IN NO EVENT WILL CHANGEPOINT BE LIABLE UNDER SUCH       AGREEMENT FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION,       LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR       CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE       FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED       HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT,       INCLUDING NEGLIGENCE, EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE       POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CHANGEPOINT WILL NOT BE LIABLE       FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE OR       SAID SERVICES. CHANGEPOINT'S, LIABILITY UNDER SUCH AGREEMENT FOR DIRECT,       INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND,       INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED       THE FEE PAID BY END USER TO CHANGEPOINT UNDER SUCH AGREEMENT.

5.    SOFTWARE USER LIMITS. The Software may only be used by the number of       Software Users licensed under Customer agreements with Corio for the       Software as part of the Corio Services.

6.    RESTRICTIONS ON END USE. Software Users shall not reverse engineer the       Software and shall maintain the Software in confidence.

                                       24

                              CONFIDENTIAL TREATMENT

                                    EXHIBIT F

                        SCHEDULE FOR WEB-ENABLED SOFTWARE

LEGEND

  [CLOCK]    Feature shall exist in v5.2 of the Software (shipping              approximately Dec 15, 1999)

   Q1/Q2    Feature planned for Q1 or Q2 calendar year 2000

- ------------------------------------------------------------------------------------ FEATURE DESCRIPTION                                               BROWSER CLIENT - -------------------                                               --------------                                                                 - ------------------------------------------------------------------------------------ MY FAVOURITES - ------------- - ------------------------------------------------------------------------------------ Home Page - ------------------------------------------------------------------------------------             Reminders                                                 *** - ------------------------------------------------------------------------------------             Workflow                                                  *** - ------------------------------------------------------------------------------------             Approve/Reject Time                                       *** - ------------------------------------------------------------------------------------             Approve/Reject Expense Reports                            *** - ------------------------------------------------------------------------------------             Approve/Reject Invoices                                   *** - ------------------------------------------------------------------------------------             Scheduled Activities                                      *** - ------------------------------------------------------------------------------------             Pipeline Report                                           *** - ------------------------------------------------------------------------------------ My Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Maintain List                                             *** - ------------------------------------------------------------------------------------ Projects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------





            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment             &bbsp;                           *** - ------------------------------------------------------------------------------------             Change Status                                             *** - ------------------------------------------------------------------------------------             Gantt Planning Tool                                       *** - ------------------------------------------------------------------------------------             Reassign Project                                          *** - ------------------------------------------------------------------------------------             Project Rollup                                            *** - ------------------------------------------------------------------------------------             MSP Integration                                           *** - ------------------------------------------------------------------------------------ Tasks - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                             CONFIDENTIAL TREATMENT

            Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Reorder                                                   *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------             Update Billing Role                                       *** - ------------------------------------------------------------------------------------             Status Task                                               *** - ------------------------------------------------------------------------------------             Baseline                                                  *** - ------------------------------------------------------------------------------------             Create Sub-Project                                        *** - ------------------------------------------------------------------------------------ Timesheet - ------------------------------------------------------------------------------------             View Time                                                 *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------             Status Tasks                                              *** - ------------------------------------------------------------------------------------             Central Time Booking                                      *** - ------------------------------------------------------------------------------------ Expense sheet - ------------------------------------------------------------------------------------             View Expenses                                             *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       25

                            CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Enter Expenses                                            *** - ------------------------------------------------------------------------------------             Create Expense Report                                     *** - ------------------------------------------------------------------------------------             Central Expense Submission                                *** - ------------------------------------------------------------------------------------ Team Folders - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create New Items                                          *** - ------------------------------------------------------------------------------------             Edit Items                                                ***





- ------------------------------------------------------------------------------------             Create New Team Folders                                   *** - ------------------------------------------------------------------------------------ Availability - ------------------------------------------------------------------------------------             View Calendar                                             *** - ------------------------------------------------------------------------------------             Update Calendar                                           *** - ------------------------------------------------------------------------------------ DIRECTORY - --------- - ------------------------------------------------------------------------------------ Companies - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Contacts - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Resource - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Group Homepages                                           *** - ------------------------------------------------------------------------------------             Personal Options                                          *** - ------------------------------------------------------------------------------------ Product - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                CONFIDENTIAL TREATMENT

MARKETING - --------- - ------------------------------------------------------------------------------------ Prospects - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Import from file                                          *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Leads - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Campaigns - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                  &bbsp; *** - ------------------------------------------------------------------------------------             Edit                                                      ***





- ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Competition - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       26

                           CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Corporate News - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ SALES - ----- - ------------------------------------------------------------------------------------ Opportunities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                          &sbsp;           *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                                         *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------ Activities - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Mark Complete                                             *** - ------------------------------------------------------------------------------------             Customize                                                 *** - ------------------------------------------------------------------------------------ Sales Management - ------------------------------------------------------------------------------------ CLIENT SERVICES - --------------- - ------------------------------------------------------------------------------------ Engagements - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Create Attachment                &bbsp;                        *** - ------------------------------------------------------------------------------------             View Attachment                                           *** - ------------------------------------------------------------------------------------             Delete Attachment                                         *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.





                                CONFIDENTIAL TREATEMNT

            Resource Scheduling                                       *** - ------------------------------------------------------------------------------------             Resource Search                                           *** - ------------------------------------------------------------------------------------             Skill Search                                              *** - ------------------------------------------------------------------------------------ SUPPORT DESK - ------------ - ------------------------------------------------------------------------------------ Support Customers - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------ Calls - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Book Time                                                 *** - ------------------------------------------------------------------------------------ Knowledge Base - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Search                                                    *** - ------------------------------------------------------------------------------------ Assets - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       27

                             CONFIDENTIAL TREATMENT

- ------------------------------------------------------------------------------------                                                                 FINANCE - ------- - ------------------------------------------------------------------------------------ Invoices - ------------------------------------------------------------------------------------             View                                                      *** - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Edit                                                      *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------             Submit for Approval                                       *** - ------------------------------------------------------------------------------------             Print                                                     *** - ------------------------------------------------------------------------------------             Approve/Reject Invoice                                    *** - ------------------------------------------------------------------------------------             Create Credit Note                                        *** - ------------------------------------------------------------------------------------             Edit Credit Note                                          *** - ------------------------------------------------------------------------------------             Record Payment                                            *** - ------------------------------------------------------------------------------------             Archive Invoice                                           *** - ------------------------------------------------------------------------------------ Expense Advance - ------------------------------------------------------------------------------------             Create                                                    *** - ------------------------------------------------------------------------------------             Delete                                                    *** - ------------------------------------------------------------------------------------ Currency Exchange - ------------------------------------------------------------------------------------             Add Exchange Rate                                         ***





- ------------------------------------------------------------------------------------             Modify Exchange Rate                                      *** - ------------------------------------------------------------------------------------ Time - ------------------------------------------------------------------------------------             De-Submit Time                                            *** - ------------------------------------------------------------------------------------             Transfer Time/Expense                                     *** - ------------------------------------------------------------------------------------ REPORTING - --------- - ------------------------------------------------------------------------------------             Report Viewing                                            *** - ------------------------------------------------------------------------------------             Report Favorites                                          *** - ------------------------------------------------------------------------------------             OLAP Analysis Tools                                       *** - ------------------------------------------------------------------------------------

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       28

                                    EXHIBIT G

                              CHANGEPOINT SOFTWARE

                  LICENSE AND MAINTENANCE AGREEMENT (U.S.A. SS)

   Between:                                    and:    -------------------------------------------------------------------------------------                                                 CHANGEPOINT INC.                             CORIO, INC.

   1595 Sixteenth Avenue                        700 Bay Road    Suite 700                                    Suite 210    Richmond Hill, Ontario                       Redwood City, CA   94063    Canada                                       U.S.A.    L4B 3N9    -------------------------------------------------------------------------------------    (hereinafter referred to as Changepoint)   (hereinafter referred to as Customer)

Contract No.  _______________

This Agreement sets out the terms pursuant to which Customer may use the Licensed Materials (as that term is hereinafter defined). This Agreement also sets out the terms pursuant to which Changepoint will provide Implementation Services and Maintenance Services to Customer.

The CHANGEPOINT Software License and Maintenance Agreement - Terms and Conditions on the following pages of this document and the attached Appendix A form an integral part of this Agreement.

The parties by their authorized representatives and intending to be legally bound have entered into this Agreement as of the ___ day of _____, 1999 (the Effective Date).

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

                                       29

                              CHANGEPOINT SOFTWARE

                       LICENSE AND MAINTENANCE AGREEMENT -

                              TERMS AND CONDITIONS

                           ARTICLE 1 - INTERPRETATION

1.1      DEFINITIONS

         In this Agreement and in Appendix A the following terms shall have the respective meanings ascribed to them as follows:

(A)      AFFILIATE means with respect to any person, any other person directly          or indirectly controlling, controlled by, or under common control of          such person. Control as used here means the legal, beneficial or          equitable ownership, directly or indirectly, of more than 50% of the          aggregate of all voting interests in such entity.

(B)      BUSINESS DAYS means Monday through Friday excluding any day which is





         a nationally observed holiday in both the United States of America and          Canada.

(C)      BUSINESS HOURS means 8:00 a.m. - 7:00 p.m. Eastern Time on Business          Days.

(D)      CLIENT ACCESS LICENSE means a Software License which authorizes          Customer to install a Component of the Licensed Software on a single          client device (e.g. - computer workstation).

(E)      COMPONENTS mean the components of the CHANGEPOINT Software referred          to in Appendix A.

(F)      CONFIDENTIAL INFORMATION means (i) all information of either party or          its affiliates or of third persons to whom a party owes a duty of          confidence that is marked confidential, restricted or proprietary or          that may reasonably be considered as confidential from its nature or          from the circumstances surrounding its disclosure; and (ii) the          Licensed Materials.

(G)      DOCUMENTATION means in relation to the Licensed Software, the user          documentation made generally available by Changepoint to customers          which have been granted a license from Changepoint to use the Licensed          Software.

(H)      INSTALLATION FEES has the meaning given to it in Section 4.2.

(I)      INSTALLATION SERVICES has the meaning given to it in Section 3.2.

(J)      INTELLECTUAL PROPERTY RIGHTS includes all worldwide intellectual and          industrial property rights including all rights in each country to          copyrights, trademarks, service marks, patents, inventions, industrial          designs, trade secrets, trade dress and all other proprietary rights.

(K)      LICENSE means Customer's license to use the Licensed Materials          described in Article 2 and in Appendix A.

(L)      LICENSE FEES means the license fees to be paid by Customer to          Changepoint which are described in Section 4.1.

(M)      LICENSED MATERIALS means the Licensed Software and Documentation and          includes Maintenance Releases and Enable Codes which Changepoint may          from time to time provide to Customer hereunder.

(N)      LICENSED SOFTWARE means the Components of the CHANGEPOINT Software in          object code format licensed to Customer hereunder and described in          Appendix A and such additional Components of the CHANGEPOINT Software          which Customer and Changepoint hereinafter agree shall be added to          Appendix A.

(O)      MAINTENANCE has the meaning given to it in Section 4.2.

(P)      MAINTENANCE FEES has the meaning given to it in Section 4.2.

(Q)      MAINTENANCE RELEASE means new versions and releases of the Licensed          Software which Changepoint makes generally available to its customers          who have contracted with it to receive Maintenance Service for the          Licensed Software.

(R)      MAINTENANCE SERVICES means the services described in Section 7.2.

(S)      SOFTWARE LICENSES means the utilization licenses and associated          restrictions with respect to the Licensed Software granted to Customer          hereunder which are set forth in Appendix A.

(T)      WARRANTY PERIOD means the period as set out in Appendix A.

(U)      WARRANTY SUPPORT means the warranty support set forth in Section          6.1(a).

                               ARTICLE 2 - LICENSE

2.1      LICENSE

(a)      Subject to the provisions of this Agreement including the provisions of Article 8, Changepoint hereby grants to Customer and Customer hereby accepts from Changepoint the perpetual, personal, non-transferable and non-exclusive Software Licenses to use the Licensed Software for Customer's internal business purposes. Customer may also make a reasonable number of back-up copies, but not to exceed two (2) copies, of the Licensed Software for use as part of Customer's disaster recovery plan.

(b)      The Licensed Materials may be used only as set out in this Agreement and Customer agrees not to make any copies (whether in electronic or any other form) or use thereof other than as expressly permitted herein or by Changepoint in writing in advance, even if it is technically feasible to do so. Without limiting the generality of the foregoing, Customer agrees to use the Licensed Software only to the extent authorized by the Software Licenses.

(c)      Customer's License to use the Licensed Materials shall commence on the Effective Date.

2.2      DOCUMENTATION

                                       30





         The Documentation may be used by Customer at Customer sites for the purpose of assisting Customer in using the Licensed Software for the internal business purposes of Customer. Changepoint agrees to deliver one copy of the Documentation to Customer in either printed or electronic form. Documentation provided in machine readable form may be printed and used solely for the internal business purposes of Customer. No other reproduction or use of the Documentation is permitted.

2.3      THIRD PARTY USERS

         For the purpose of operating Customer's business, the parties intend that certain unrelated third parties with whom Customer has a business relationship such as a supplier or customer and the employees of such third person (hereunder Business Third Parties), will have limited right to use certain Components of the Licensed Software solely for the purpose of providing services to Customer. All such persons must execute an agreement in writing with Customer to maintain the Confidential Information in confidence and to use the Licensed Materials only as permitted. Customer agrees to strictly enforce the provisions of such non-disclosure agreements set forth in this Section 2.3 and all other provisions of this Agreement as applicable to any and all uses of the Licensed Materials.

                      ARTICLE 3 - DELIVERY AND INSTALLATION

3.1      DELIVERY OF LICENSED MATERIALS

         Changepoint agrees to deliver to Customer one (1) copy of the most current release and version of the Licensed Materials. The Documentation will be provided solely in the English language.

3.2      INSTALLATION SERVICES

         Changepoint agrees to provide the installation services (the Installation Services) described in Appendix A.

3.3      ENABLE CODES

         To enable Customer to install the Licensed Software, Changepoint will provide Customer with information or data which are intended to enable the Licensed Software to be used ( the Enable Codes). The Enable Codes are designed to enable Customer to use the Licensed Software in accordance with the number of Software Licenses acquired hereunder. Customer acknowledges and agrees that additional Enable Codes will need to be obtained from Changepoint if Customer acquires one or more additional Software Licenses from Changepoint. Customer agrees not to, and shall cause all users not to, modify, adapt or create derivative works of any Enable Codes provided, develop or have developed any Enable Codes, or use any Enable Codes other than those provided by Changepoint.

                       ARTICLE 4 - PRICE AND PAYMENT TERMS

4.1      LICENSE FEES

         Customer shall pay to Changepoint the license fees described in Appendix A (the License Fees). The License Fees shall be due and paid as provided for in Appendix A.

4.2      MAINTENANCE AND INSTALLATION FEES

         Customer agrees to pay to Changepoint the Maintenance Fees and the Installation Fees set out in Appendix A.

4.3      TAXES AND INTEREST

(a)      Customer shall pay (and Changepoint shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due Changepoint in connection with the Licensed Materials and/or Maintenance Services and other services provided hereunder, excluding only income taxes payable by Changepoint.

(b)      All overdue payments shall bear interest at a rate of 12% per annum on the amounts outstanding from the time such amounts become due until payment is received by Changepoint.

           ARTICLE 5 - PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION

5.1      TITLE TO LICENSED MATERIALS

         Customer acknowledges and agrees that Changepoint or licensors of Changepoint shall retain all right, title and interest in and to the Licensed Materials and all copies thereof, including, without limitation, the Intellectual Property Rights therein, and that nothing herein transfers or conveys to Customer any ownership right, title or interest in or to the Licensed Materials or to any copy thereof or any license right with respect to same not expressly granted herein, including, without limitation, with respect to the Intellectual Property Rights therein.

5.2      CONFIDENTIAL INFORMATION

(a)      Each party agrees to maintain the confidentiality of the Confidential Information of the other party and to use same only as expressly authorized herein. Each party shall safeguard and maintain the other party's Confidential





Information in strict confidence and shall not disclose, provide, or make the Confidential Information or any part thereof available in any form or medium to any person except to such party's employees, and to contractors and consultants of

                                       31

such party who have executed an agreement in writing to protect such Confidential Information and who have a need to access such Confidential Information hereunder.

(b)      The provisions of Section 5.2(a) shall not apply to any information which: (i) was at the time of disclosure to a party, in the public domain, (ii) after disclosure to a party becomes part of the public domain through no fault of the receiving party, (iii) was in the possession of the receiving party prior to the time of disclosure to it without any obligation of confidence or any breach of confidence, (iv) was received after disclosure to a party from a third party who had a lawful right to disclose such information to it, (v) was independently developed by a party without reference to the confidential information of the other party or (vi) was ordered to be disclosed by a court, administrative agency, or other governmental body with jurisdiction over the parties hereto, provided that the ordered party will first have provided the disclosing party with prompt written notice of such required disclosure and will take reasonable steps to allow the disclosing party to seek a protective order with respect to the confidentiality of the information required to be disclosed. Further, the ordered party will promptly cooperate with and assist the disclosing party in connection with obtaining such protective order.

5.3      PROTECTION OF PROPRIETARY RIGHTS

(a)      Customer shall not remove any proprietary, copyright, patent, trade mark, design right, trade secret, or any other proprietary rights legends from the Licensed Materials.

(b)      Customer agrees not to disassemble, decompile, translate or convert into human readable form or into another computer language, reconstruct or decrypt, or reverse engineer, all or any part of the Licensed Materials in accordance with law. Further, Customer shall not write or develop any derivative works or computer programs based upon any part of the Licensed Materials.

5.4      EXPORT OF SOFTWARE

         Customer will not export or re-export the Licensed Materials or any copies thereof, either directly or indirectly, outside of the country in which such materials are delivered to Customer except in compliance with all applicable laws, ordinances and regulations. Customer shall have the exclusive obligation to ensure that any export of the Licensed Materials is in compliance with all applicable export laws and the laws of any foreign country.

                      ARTICLE 6 - WARRANTIES OF CHANGEPOINT

6.1      WARRANTY AND DISCLAIMERS

(a)      Changepoint warrants that during the Warranty Period: (i) the Licensed Software will conform substantially to the description thereof in the Documentation, and (ii) the media upon which the Licensed Software and Documentation are provided will be free from defects in materials and workmanship.

(b)      Changepoint warrants that the Licensed Software shall be able to accurately process date data (including but not limited to, calculating, comparing, and sequencing) from, into and between the 20th and 21st century (the Y2K Warranty). However, such warranty does not apply to any failures to process date data that result from any software other than the Licensed Software or hardware or which relate to accepting data from any system not supplied by Changepoint. For greater clarity the Y2K Warranty shall only apply if Customer uses the Software in accordance with the Documentation.

(c)      Customer's exclusive remedy and Changepoint's sole obligation with respect to the breach of any of the foregoing warranties is for Changepoint to (i) make commercially reasonable efforts to correct or provide Customer with a workaround for the failure of the Licensed Software to conform substantially to the description thereof in the Documentation or to comply with the Y2K Warranty, as the case may be, or, at Changepoint's sole option, provide Customer with a refund for the License Fees paid with respect to such Licensed Software, and (ii) provide Customer with replacement media in the event there are defects in materials or workmanship in the media upon which the Licensed Software and Documentation are provided if the media is returned to Changepoint within the Warranty Period.

(d)      OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 6.1(A) AND 6.1(B), CHANGEPOINT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. CHANGEPOINT DOES NOT REPRESENT OR WARRANT THAT (I) THE LICENSED MATERIALS WILL MEET CUSTOMER'S BUSINESS REQUIREMENTS, (II) THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR (III) THAT ALL PROGRAMMING ERRORS CAN BE CORRECTED.

(e)      Customer is responsible for taking precautionary measures to prevent the loss or destruction of customer data and databases such as, for example, making regular backups and verifying the results obtained from using the





Licensed Materials, and Changepoint shall have no obligations or liability whatsoever with respect to any such loss or destruction.

6.2      LIMIT OF LIABILITY

(a)      FOR ANY BREACH OR DEFAULT BY CHANGEPOINT OF ANY OF THE PROVISIONS OF THIS AGREEMENT, OR WITH RESPECT TO ANY CLAIM ARISING HEREFROM OR RELATED HERETO, EXCEPT FOR ANY CLAIM FOR BREACH OF SECTION 5.2 (UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION), OR FOR BREACH OF SECTION 6.4(A) (INTELLECTUAL PROPERTY INDEMNITY), CHANGEPOINT'S ENTIRE LIABILITY, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT OR TORT, INCLUDING

                                       32

NEGLIGENCE, SHALL IN NO EVENT EXCEED (I) THE AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE LICENSED MATERIALS, (II) THE AMOUNT PAID BY CUSTOMER FOR THE MAINTENANCE SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF ARTICLE 7, (III) THE AMOUNT PAID BY CUSTOMER FOR THE INSTALLATION SERVICE THAT IS THE SUBJECT OF THE CLAIM IF THE CLAIM RELATES TO A BREACH OR DEFAULT BY CHANGEPOINT OF THE PROVISIONS OF THIS AGREEMENT PERTAINING TO INSTALLATION SERVICE, OR (IV) IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT, THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT.

(b)      IN NO EVENT WILL CHANGEPOINT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER PERSON (EVEN IF CHANGEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE).

(c)      CHANGEPOINT SHALL BE LIABLE TO CUSTOMER AS EXPRESSLY PROVIDED IN THIS AGREEMENT BUT SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT OR OTHERWISE TO CUSTOMER INCLUDING ANY LIABILITY FOR NEGLIGENCE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY CUSTOMER, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.

6.3      LIMITATION PERIOD

         Neither party may bring an action, regardless of form, arising out of or related to this Agreement (other than to recover License Fees or Maintenance Fees) more than two (2) years after the cause of action has arisen or the date of discovery of such cause, whichever is later.

6.4      INTELLECTUAL PROPERTY CLAIMS

(a)      Changepoint will defend or (at its option) settle, any claim or action brought against Customer to the extent that it is based on a claim that the Licensed Materials infringe any copyright, patent, trade secret or trademark enforceable in the United States of America of any third person (an Infringement Claim) and will indemnify Customer against damages and costs awarded against Customer by a court of competent jurisdiction by final order from which no appeal is taken or the time for appealing has expired, provided that Customer notifies Changepoint promptly in writing of same, and provided further that Customer permits Changepoint to control the litigation and to defend, compromise or settle the claim and provides all available information, assistance and authority to enable Changepoint to do so. Changepoint shall not be liable to reimburse Customer for any compromise or settlement made by Customer without Changepoint's prior written consent, or for any legal fees or expenses incurred by Customer in connection with such claim. Customer shall have no authority to settle any claim on behalf of Changepoint.

(b)      Should the Licensed Materials or any of them become, or in Changepoint's sole opinion be likely to become, the subject of a claim of infringement, misappropriation, or violation of an Intellectual Property Right (an Infringement Claim) Changepoint may (i) procure for Customer, at no cost to Customer the right to continue to use the Licensed Materials which are the subject of the Infringement Claim (ii) replace or modify the Licensed Materials or part thereof subject to such Infringement Claim with software or documentation of at least comparable functionality, at no cost to Customer, or (iii) if neither of the forgoing alternatives are reasonably practical in Changepoint's sole judgement, remove the component that is the subject of the Infringement Claim or any or all other parts of the Licensed Materials and refund to Customer the License Fees paid by Customer for the part removed as depreciated on a straight line five (5) year basis from the date of delivery of the part to Customer.

(c)      Notwithstanding the foregoing, Changepoint shall have no liability for any claim that is based on (i) the use of other than the latest release and version of the Licensed Materials, if such infringement could have been avoided by the use of the latest version and release and such version or release had been made available to Customer, (ii) the use or combination of the Licensed Materials with software, hardware or any other product not provided by Changepoint, or (iii) any modification to the Licensed Materials or use of the Licensed Materials other than as expressly authorized herein or as expressly described or recommended in writing by Changepoint.

(d)      This Section 6.4 states the entire liability of Changepoint and Customer's sole remedies with respect to any Infringement Claim.

            ARTICLE 7 - MAINTENANCE AND ENHANCED MAINTENANCE SERVICE





7.1      TERM

(a)      Following the expiry of the Warranty Period, Changepoint shall provide Customer with Maintenance Services during successive annual maintenance terms (each such term is referred to here as a Maintenance Term) provided that Customer pays to Changepoint the Maintenance Fees for each Maintenance Term as and when due hereunder.

(b)      Customer or Changepoint may terminate Maintenance Services at the end of a Maintenance Term by providing the other with no less than thirty (30) days prior written notice before the end of the Maintenance Term.

                                       33

7.2      MAINTENANCE SERVICE

(a)      During the Warranty Period and each Maintenance Term, Changepoint will provide Maintenance Releases to Customer. Changepoint will also during Business Hours provide telephone assistance to Customer with respect to initial error diagnosis and support regarding the functionality of the Licensed Software. Maintenance Service shall be provided by Changepoint to up to three (3) customer support staff who are trained and knowledgeable in the use of the Licensed Materials and who have been designated from time to time by Customer to request and receive such service.

(b)      As part of Maintenance Service and Warranty Support, Customer will have access to Changepoint's CHANGEPOINT Knowledge Base technical database which contains technical information concerning the use of the Licensed Software. Customer acknowledges that information in this database may not have been verified by Changepoint. Accordingly, Changepoint shall have no responsibility hereunder with respect to any inaccurate or incomplete information contained in the CHANGEPOINT Knowledge Base or the use thereof by Customer.

7.3      SERVICES NOT INCLUDED

(a)      Maintenance Services and Warranty Support does not include or apply to any of the following: (i) making modifications to the Licensed Materials for Customer, (ii) user training, (iii) consultation for new programs or equipment, (iv) hardware problems including any malfunction of hardware, or to any external causes affecting the Licensed Materials including the media upon which the Licensed Materials are provided such as accident, disaster, electrostatic discharge, fire, flood, lightning, water or wind, or (v) correction of errors attributable to software other than the&bbsp;Licensed Software. Changepoint may charge Customer at its then applicable list price for providing such services. Changepoint may also charge Customer at its then applicable list price for analysis or removal of errors which are caused by improper operation or handling of the Licensed Materials or caused by circumstances unrelated to Changepoint. Payment for these services shall be made by Customer within 30 days of invoicing by Changepoint.

(b)      The obligation to provide Maintenance Services is subject to the following: (i) Maintenance Services are only provided for the Licensed Software provided under this Agreement, (ii) if Customer ceases to pay for and receive Maintenance Services and later requests Maintenance Services, Customer will be required to pay to Changepoint the Maintenance Fees not paid during the period in which the service was discontinued, and (iii) Maintenance Services need not be provided by Changepoint if Customer is not using the most current or an immediately previous release of the Licensed Materials, or if Customer has made any modifications to the Licensed Materials and (iv) Changepoint has no obligation to provide Customer with any Maintenance Services unless Customer has paid for the Maintenance Services in advance as required hereunder.

                        ARTICLE 8 - TERM AND TERMINATION

8.1      TERM

         This Agreement shall be effective on the Effective Date and shall terminate in accordance with this Article.

8.2      TERMINATION

         Either party may by notice in writing terminate this Agreement if (i) the other party breaches or fails to observe or perform any of its obligations set out in this Agreement, including failure to pay any License Fees due and owing, and fails to cure such breach or failure within thirty (30) days after written notice; or (ii) either party becomes insolvent, or makes an assignment for the general benefit of creditors, or any proceedings are commenced by or against either party under any bankruptcy or insolvency laws or if proceedings for the appointment of a trustee, custodian, receiver, or receiver manager for either party are commenced, or if either party ceases or threatens to cease to carry on business.

8.3      RETURNING LICENSED MATERIALS

         Within fifteen (15) days after termination or expiration of this Agreement for any reason, Customer shall return to Changepoint the original and all copies of the Licensed Materials in the possession or control of Customer (including any copies in the possession or control of Business Third Parties or other Users) and shall certify to Changepoint in writing that all such copies have been so returned and/or deleted from all computer records. Customer shall also cease to use the Licensed Materials and ensure that all Business Third Parties to whom Customer has given access to the Licensed Software also cease to use the Licensed Materials.





8.4      SURVIVAL

         The parties hereto agree that the provisions of Sections 3.3 (the last sentence), 4.3, 6.2, 6.3 and 8.3, 9.9 and 9.10 and Article 5 shall survive and remain in full force and effect after the termination of the License or this Agreement for any reason.

                               ARTICLE 9 - GENERAL

9.1      HEADINGS

         The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the Agreement, as the case may be. The terms this Agreement, hereof, hereunder and similar expressions in this Agreement refer to this Agreement and not to any particular Article, Section or other portion and include any Agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

                                       34

9.2      EXTENDED MEANINGS

         In this Agreement words importing the singular number only shall include the plural and VICE VERSA, and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. The terms provision and provisions in this Agreement refer to terms, conditions, provisions, covenants, obligations, undertakings, warranties and representations in this Agreement.

9.3      NOTICES

         For the purposes of this Agreement, and for all notices and correspondence hereunder, the addresses of the respective parties have been set out at the beginning of this Agreement and no change of address shall be binding upon the other party hereto until written notice thereof is received by such party at the address shown herein. All notices shall be effective upon receipt if delivered personally or sent by facsimile and seven (7) days after mailing if sent by registered mail.

9.4      CURRENCY

                      All references to currency are deemed to mean lawful money                       of the United States of America unless expressed to be in                       some other currency.

9.5      FORCE MAJEURE

         If the performance of this Agreement, or any obligation thereunder except the making of payments hereunder is prevented, restricted, or interfered with by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labour disputes; inability to procure or obtain delivery of parts, supplies, power, equipment or software from suppliers, war or other violence; any law, order, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder with dispatch whenever such causes are removed.

9.6      SEVERABILITY

         The parties agree that it is the intention of each party not to violate any public policy, statutory or common law or government regulation. To the extent that any provision, portion or extent of this Agreement is deemed to be invalid, illegal or unenforceable, such provision, portion or extent shall be severed and deleted herefrom or limited so as to give effect to the intent of the parties insofar as possible and the parties will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provisions and each remaining provision so remaining shall be enforced.

9.7      ASSIGNMENT

         Customer may assign this Agreement without Changepoint's consent (i) to an Affiliate of Customer; or (ii) to a purchaser of all or substantially all of Customer's assets. Otherwise, neither this Agreement nor any rights granted hereby may be transferred or assigned by Customer to any other person without Changepoint's prior written consent, (such consent shall not be unreasonably withheld), and any such attempted assignment shall be null and void. In the event Customer assigns this Agreement to a third person as permitted by this Section 9.7 or with consent from Changepoint, Customer shall cease all use of the Licensed Materials and destroy or cause to be destroyed all copies thereof within its possession or control and the third party assignee shall agree in writing with Changepoint to assume all of Customer's obligations hereunder. Customer shall also certify in writing to Changepoint that the foregoing has been accomplished. This Agreement shall enure to the benefit of and be binding upon any successor or assign of Changepoint or, any permitted successor or assign of Customer. The parties agree that Changepoint may delegate to affiliates of Changepoint and to agents, suppliers, contractors and resellers of Changepoint any of the obligations herein imposed upon Changepoint and





Changepoint may disclose to any such persons any information required by them to perform the duties so delegated to them, but such delegation shall not relieve Changepoint of its performance obligations hereunder.

9.8      WAIVER

 &sbsp;       No modification, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure of either party in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.

9.9      GOVERNING LAW

                 This Agreement shall be governed by and construed in                       accordance with the laws of the State of New York without                       reference to its conflict or choice of law rules or                       principles. Customer hereby submits to the non-exclusive                       jurisdiction of the courts of the State of New York for                       any legal action arising out of this Agreement or the                       performance of the obligations hereunder or thereunder.                       This Agreement shall be deemed to be made in the State of                       New York, and Customer agrees not to commence any action,                       suit or proceeding against Changepoint or any affiliate of                       Changepoint or any of their employees, officers or                       directors in any jurisdiction other than the State of New                       York.

                                       35

9.10     DISPUTE RESOLUTION AND ARBITRATION

                 In the event that any dispute or disagreement between                       Customer and Changepoint with respect to the                       interpretation of any provision of this Agreement, the                       performance of Changepoint or Customer under this                       Agreement, or any other matter that is in dispute between                       the parties related to this Agreement, upon the written                       request of either party, the parties will meet for the                       purpose of resolving such dispute. The parties agree to                       discuss the problem and negotiate in good faith without                       the necessity of any formal proceedings related thereto.                       No formal proceedings for the resolution of such dispute                       may be commenced until either party concludes in good                       faith that the applicable resolution through continued                       negotiation of the matter in issue does not appear likely.                       The parties further agree that all disputes hereunder                       which cannot be settled in the manner hereinbefore                       described (any such dispute is referred to here as a                       Dispute) will be settled by final and binding                       arbitration conducted in accordance with the American                       Arbitration Association (or any successor thereto), as                       amended from time to time. Judgment upon the award                       rendered in any such arbitration may be entered in any                       court having jurisdiction thereof, or application may be                       made to such court for a judicial acceptance of the award                       and an enforcement, as the law of such jurisdiction may                       require or allow.

         Notwithstanding the foregoing, disputes with respect to any Infringement Claim including without limitation any claim based on the infringement, violation or misappropriation of any Intellectual Property Right shall not be settled by arbitration, without the prior written consent of the parties.

                      The arbitration panel will be composed of one person                       appointed by the party requesting the arbitration (the                       Applicant), one person appointed by the other party (the                       Respondent) and a third person to act as chairperson,                       chosen by the two arbitrators, or, if both parties agree,                       the arbitration panel will consist of a sole arbitrator.                       No person may be appointed as an arbitrator unless he or                       she is independent of the Applicant and Respondent, is                       skilled in the subject matter of the Dispute and is not                       directly or indirectly carrying on or involved in a                       business being carried on in competition with the business                       of the parties. The decision of the arbitration panel                       shall be made by a majority vote or by the sole                       arbitrator, as the case may be. In the event of the                       failure of the arbitration panel to reach a majority                       decision, the decision of the chairperson shall constitute                       the decision of the arbitration panel. The venue for the                       arbitration shall be at the City of New York, New York                       unless otherwise agreed to by the parties in writing.

                                       36

                             CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99





Confidential/Draft

                                   APPENDIX A

The Components which are the subject of the License, the Software Licenses granted to Customer and the fees payable to Changepoint hereunder are as follows:

1.       LICENSED SOFTWARE

         The Components of the CHANGEPOINT Software which are licensed to          Customer hereunder are the following: CHANGEPOINT, SQL edition, version          5.2, for an unlimited number of users, including the following modules:          - Service Delivery Management          - Project and Resource Management          - Customer Relationship Management          - Support Management.

2.       SOFTWARE LICENSES

         The utilization rights of Customer are as follows:

         (a)  Customer is granted an unlimited number of Client Access Licenses.               Each Client Access License entitles Customer to receive one (1)               Enable Code from Changepoint which will enable Customer to have               one (1) user use the Licensed Materials.

         (b)  Customer may install Licensed Software on one or more computer               servers as it desires.

3.       LICENSE FEES

         The License Fee is ***.

4.       WARRANTY PERIOD

         The Warranty Period for the Licensed Software shall mean the period          commencing on the Effective Date and ending ninety (90) days          thereafter.

5.       MAINTENANCE FEES

         (a)  Customer will pay Changepoint for each Maintenance Term an annual               maintenance fee (the Annual Maintenance Fee). The Annual               Maintenance Fee is 18% of the undiscounted License Fees due to               Changepoint hereunder and is payable annually in advance. The               first Annual Maintenance Fee is due upon the expiration of the               Warranty Period and is ***. Subsequent Annual Maintenance Fees               are due on the anniversary of the date the first Annual               Maintenance Fee is due. Additional Maintenance Fees that result               from the acquisition of additional Software Licenses shall become               due when the additional Software Licenses are given to Customer               and shall be prorated to the end of the Maintenance Term.

         (b)  The Maintenance Fees may be increased annually by Changepoint by               providing Customer with notice of not less than thirty (30) days               prior to the end of a Maintenance Term. Changepoint agrees not to               increase its Maintenance Fees annually by more than six percent               (6%) from the fees charged in the previous Maintenance Term.

6.       INSTALLATION SERVICES TO BE PROVIDED BY CHANGEPOINT

         (a)  Changepoint agrees to provide the following services               (Installation Services) to Customer:

         Executive Expectations Review                ***          Project Management                           ***          Infrastructure Support                       ***

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       1

                            CONFIDENTIAL TREATMENT

Corio/Changepoint Rev. 12/13/99 Confidential/Draft

         Systems Configuration & Installation         ***          Implementation Support                       ***          Administrator Training                       ***          Train-the-Trainer Training                   ***

         (b)  Customer agrees to pay Changepoint for any Installation Services               requested by Customer and provided by Changepoint at the daily               rates listed in 6(a) above.

         (c)  Changepoint does not guarantee that all services will be provided               for the above-mentioned fees. The fees may be higher or lower               depending on the actual services requested by Customer.

         (d)  Customer shall reimburse Changepoint for reasonable travel               expenses, and reasonable incidental expenses relating to               Installation Service and Maintenance Service at Changepoint's then





              current prices then in effect. Changepoint shall invoice Customer               for such fees and expenses on a monthly basis. Customer shall not               be liable for the aforesaid expenses unless Customer has given               Changepoint approval to incur them.

CHANGEPOINT INC.                               CORIO, INC.

Signature ________________________             Signature _____________________

Name _____________________________             Name __________________________

Title ____________________________             Title _________________________

*** The omitted material has been filed separately with the Securities and     Exchange Commission pursuant to a request for confidential treatment.

                                       2 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

A: Changepoint, Inc. ("Changepoint") shall be a       direct and intended third-party beneficiary to this Agreement.
****
Q: Exhibit 10.1 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely be competitively harmful if publicly disclosed.

Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy March 27, 2019)

SUPPLY AGREEMENT

(MB Global Contract Number MBGCR 19001)

This Supply Agreement (this Agreement) is made and entered into, effective as of March 27, 2019 (the Effective Date), by and between Miltenyi Biotec GmbH, a German corporation having an address at Friedrich-Ebert-Str. 68, 51429 Bergisch Gladbach, Germany (hereinafter referred to as Miltenyi), and Bellicum Pharmaceuticals, Inc., a US corporation, having a registered office at 2130 West Holcombe Boulevard, Suite 800, Houston, TX 77030 (on behalf of itself and its Affiliates, individually and collectively referred to as Bellicum). Miltenyi and Bellicum are sometimes referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Miltenyi is a biotechnology company having technology and expertise relating to, inter alia, monoclonal antibodies, cell separation, and cell and gene therapy, and Miltenyi has developed and owns and controls various platform technologies for use in research and clinical applications and pharmaceutical development and manufacturing, including (i) systems, devices, reagents, disposables and related procedures and protocols for cell processing (including cell enrichment, purification, activation, modification and expansion) and cell analysis, (ii) bioassay reagents, assays, probes and related materials, and (iii) clinical cell or sample processing systems;

WHEREAS, Bellicum is a clinical stage biopharmaceutical company focused on discovering and developing cellular immunotherapies for hematological cancers and solid tumors, as well as orphan inherited blood diseases;

WHEREAS, Bellicum desires to use certain Miltenyi Products (as defined below) solely for the Permitted Use (as defined below) in connection with the development and manufacture of certain Bellicum Products (as defined below) by Bellicum and/or its Subcontractors or Licensees (as defined below) for use in preclinical and clinical development programs and, if approved, for commercial use; and

WHEREAS, Miltenyi desires to sell to Bellicum, and Bellicum desires to purchase from Miltenyi, the Miltenyi Products in accordance with the terms and conditions set forth in this Agreement.

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

Article 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions. For the purposes of this Agreement, unless the context requires otherwise, the following terms shall have the meanings set forth below:

Additional Countries shall have the meaning set forth in Section 2.3 of this Agreement.

Affiliate means, with respect to a Party, any corporation, association, or other entity which, directly or indirectly, controls the Party or is controlled by the Party or is under common control with such Party, where control means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a corporation, association, or other entity through the ownership of fifty percent





Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

or more of the voting securities or otherwise, including having the power to elect a majority of the board of directors or other governing body of such corporation, association, or other entity.

Agreed Standards means all standards, specifications, guidelines and regulations as to quality, safety and performance as are consistently applied by Miltenyi from time to time with respect to the manufacture and quality control of the relevant Miltenyi Product in accordance with Miltenyi's established quality system, standard operating procedures, and quality control procedures, and includes (i) any standard(s) as may be specifically determined to be applicable to the manufacture and quality control of the relevant Miltenyi Product (if any) (for example, with regard to the manufacturing of cell processing reagents or processing aids) by agreement between Miltenyi and any relevant Regulatory Authority/ies and as set forth in Miltenyi's relevant Master Files and/or the Quality Agreement and (ii) any standard(s) as may be expressly agreed between the Parties with respect to a relevant Miltenyi Product from time to time in writing in this Agreement or in an amendment to this Agreement.

Agreement means this Supply Agreement, including Exhibits A, B, C, D, E, F and G attached hereto and incorporated herein, as amended from time to time in accordance with Section 20.3 hereof.

Applicable Laws means all supranational, national, state and local laws, rules and regulations and guidelines governing the activities of a Party described in this Agreement within the Territory that are applicable to the manufacture, use, storage, import, export and handling of the Miltenyi Products, including any applicable rules, regulations, guidelines, and other requirements of any Regulatory Authority that may be in effect in the Territory from time to time.

Bellicum Product means one or more cell-based therapeutic product(s) that are manufactured using one or more Miltenyi Products and that are researched, developed and/or commercialized by or on behalf of Bellicum in the Field, as such products are identified in Modules set forth in Exhibit A to this Agreement, including related development candidate(s) and investigational cell-based therapeutics used under the sponsorship of Bellicum and as further specified in the applicable Module, as such Module may be amended from time to time by written notification of Bellicum to Miltenyi to add or remove product(s) in the Field.

Bellicum Program means a specific Bellicum program for preclinical, clinical development and/or commercialization relating to one or more Bellicum Products as such program is identified and described in a Module to this Agreement.

Business Day means any day on which banking institutions in both San Francisco, US, and Bergisch Gladbach, Germany, are open for business.

Calendar Quarter means each successive period of three consecutive calendar months commencing on January 1, April 1, July 1 and October 1.

Calendar Year means each successive period of twelve (12) months (each, a Calendar Month) commencing on January 1 and ending on December 31, except that the first Calendar Year shall be that period from and including the Effective Date through December 31 of that same year, and the last Calendar Year shall be that period from and including the last January 1 of the Term through the earlier of the date of expiration or termination of this Agreement.

Clinical Grade Product means any Miltenyi Product designated as Clinical Grade in the attached Exhibit B, Column Quality Status.

Commercial Phase means, on a Bellicum Product-by-Bellicum Product basis, the period of time during the Term of this Agreement following the approval by the FDA or other applicable Regulatory Authorities in the Designated Countries for a particular Bellicum Product, during which period of time Bellicum desires Miltenyi to supply Bellicum, its Subcontractors and/or Licensees with Miltenyi Product(s).

1





Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

[...***...] shall mean, with respect to the efforts and resources required to fulfill any obligation hereunder, the use of [...***...] of companies in the pharmaceutical industry or the biotech industry.

Communication shall have the meaning set forth in Section 4.5.

Confidential Information shall have the meaning set forth in Section 14.

Contract Year means each successive period of twelve (12)-months during the Term ending on each anniversary of the Effective Date of this Agreement.

Delivery and Deliver shall have the meaning set forth in Section 6.1(a).

Designated Countries means those countries listed under section Designated Countries on the Bellicum Product specific Module.

Discounts shall have the meaning set forth in Section 8.4.

Ex Vivo Cell Processing means the selection, modification, alteration, activation and/or expansion of cells outside the human body.

Facility means (i) any production site owned or leased by Miltenyi or its Affiliate or by a Subcontractor of Miltenyi that is used for the manufacture of the Miltenyi Products, and (ii) any warehouse or distribution facility of Miltenyi or its Affiliate or a Subcontractor of Miltenyi that holds or ships Miltenyi Products, as the case may be.

Field means genetically modified, cell-based therapeutics for the treatment of human diseases, including but not limited to treatment of solid tumors and hematological cancers.

Firm Zone shall have the meaning provided in Section 5.1(a).

Forecast shall have the meaning provided in Article 5 of this Agreement.

Forecast Territory means those countries where a particular Bellicum Product is manufactured, and for such manufacturing where relevant Miltenyi Products are shipped, as listed under section Forecast Territory on the Bellicum Product specific Module.

Global Contract Number means the reference number shown on the first page of this Agreement.

Initial Term means the period set forth in Section 15.1.

Intellectual Property Rights means any and all past, present, and future rights which exist, or which may exist or be created in the future, under the laws of any jurisdiction in the world with respect to all: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademarks and trade name rights and similar rights; (iii) trade secret rights; (iv) inventions, patents, patent applications, and industrial property rights; (v) other proprietary rights in intellectual property of every kind and nature; and (vi) rights in or relating to registrations, renewals, re-examinations, extensions, combinations, continuations, divisions, and reissues of, and applications for, any of the rights referred to in sub-clauses (i) through (v) above.

2





Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

Lead Time means the minimum amount of time, as specified for each Miltenyi Product in Exhibit B hereto, between the date an applicable Purchase Order (as defined below) for Miltenyi Product is received by Miltenyi and the requested date of Delivery.

Licensee means any Bellicum associated Third Party that has rights by way of license, sublicense, collaboration or otherwise to research, have researched, develop, have developed, make, have made, use, have used, sell, offer for sale, import, have imported, export, have exported, or otherwise commercialize any Bellicum Product, as described in the Bellicum Product specific Module attached hereto as such Bellicum Product specific Module may be amended from time to time by written notification of Bellicum to Miltenyi to add or remove a Licensee.

Master File means any Type II Master File, Medical Device Master File, or regulatory support file or other equivalent document, filed by or on behalf of Miltenyi, as of the Effective Date or during the Term, with the FDA, EMA and/or any other applicable Regulatory Authority that accepts such Master Files for any Miltenyi Products and/or any component thereof and/or any products used in connection therewith, as applicable, and in each case any amendment thereto.

Material Change means any change to Agreed Standards, Product Specifications, critical raw materials, sources of critical raw materials and/or primary packaging of a Miltenyi Product that, to the extent reasonably foreseeable, could have potential adverse impact on the safety, quality, and/or performance or could otherwise materially alter the properties of a Miltenyi Product.

Miltenyi Competitor means the commercial entities and their respective Affiliates as set forth in Exhibit G attached hereto as such Exhibit G may be amended from time to time by written notification of Miltenyi to Bellicum of any proposal to add or remove a Miltenyi Competitior, which addition or removal shall be mutually agreed by the Parties after good faith discussion of such proposal.

Miltenyi Products means the products listed from time to time on Exhibit B attached hereto, and Miltenyi Product means any one of them. As used herein, Miltenyi Products include Clinical Grade Products and Research Grade Products.

Miltenyi Product Warranty shall have the meaning provided in Section 11.1.

Miltenyi Technology means all Technology and Intellectual Property Rights currently in the possession of or controlled by Miltenyi, or conceived, developed or reduced to practice before or after the Effective Date by Miltenyi, relating to the research and development, manufacturing, registration for marketing, handling, use, or sale of a Miltenyi Product (e.g., instruments, columns, antibodies, antibody reagents, tubing sets, and buffers). The term Miltenyi Technology includes the CliniMACS® System, CliniMACS® Prodigy System, the MACS® Technology, and any other proprietary materials and methods useful for the selection, activation, purification, cultivation, or other kinds of processing, of cells or biological materials, or products utilizing any of the foregoing.

Module means a written description, mutually agreed upon by the Parties, of one or more Bellicum Products or one or more Bellicum Program(s) under which Miltenyi agrees to supply Miltenyi Products to Bellicum under this Agreement, as specifically applicable for such Bellicum Product(s) or such Bellicum Program(s). Each Module shall be agreed upon between the Parties on a Bellicum Product-by- Bellicum Product or Bellicum Program- by Bellicum-Program basis, as set forth in Section 1.4 and any amendment thereto.

Permitted Use shall have the meaning provided in Section 2.2 hereof.

3





Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

Product Specifications means the particulars as to composition, quality, safety, integrity, purity and other characteristics for a Miltenyi Product as published by Miltenyi from time to time, or as set forth in the applicable Quality Agreement entered into by the Parties in accordance with Section 3.2.

Purchase Order shall have the meaning set forth in Section 5.7.

Product Price shall have the meaning set forth in Section 8.4.

Quality Agreement means one or more written agreements between the Parties, incorporating all relevant quality assurance and quality control obligations and aspects for the Parties with respect to the supply of Clinical Grade Products to Bellicum by Miltenyi under this Agreement.

Regulatory Authority means any federal, national, multinational, state, provincial or local regulatory agency, department, bureau or other governmental entity having the primary responsibility, jurisdiction, and authority to approve the manufacture, use, importation, packaging, labelling and/or marketing of pharmaceutical products or devices, including the United States Food and Drug Administration (FDA) and the European Medicines Agency (EMA), and any equivalent or successor agency thereto.

Regulatory Work shall have the meaning set forth in Section 4.3.

Rejected Products shall have the meaning set forth in Section 7.2.

Renewal Term shall have the meaning set forth in Section 15.1.

Required Change shall have the meaning set forth in Section 3.2(c).

Research Grade Product means any Miltenyi Product designated as Research Grade in the attached Exhibit B, Column Quality Status.

Subcontractor means a Third Party to which, as applicable: (i) Miltenyi subcontracts the manufacture and/or supply of Miltenyi Products on behalf of Miltenyi and under Miltenyi's authority and responsibility in accordance with Section 2.5 and as further set forth in the Quality Agreement, if applicable; or (ii) Bellicum or its Licensees subcontracts the manufacture and/or supply of Bellicum Products on behalf of Bellicum or its Licensees and under Bellicum's or its Licensees' authority and responsibility in accordance with this Agreement and as described in the Bellicum Product specific Module attached hereto, as such Bellicum Product specific Module may be amended from time to time by written notification of Bellicum to Miltenyi to add or remove Subcontractor.

Technology means all inventions, discoveries, improvements and proprietary methods and materials of a Party, whether or not patentable, including samples of, methods of production or use of, and structural and functional information pertaining to, chemical compounds, proteins, cells or other biological substances; other data; formulations; specifications; protocols; techniques; processes and procedures; and know‑how; including any negative results; and other information of value to such Party that it maintains in secrecy, and in existence on or after the Effective Date.

Term means the Initial Term and any Renewal Term thereof.

Territory means worldwide.

Third Party means any corporation, association, or other entity that is not a Party or an Affiliate of a Party.

1.2 Certain Rules for Interpretation.

4





Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

(a) The descriptive headings of Articles and Sections of the Agreement are inserted solely for convenience and ease of reference and shall not constitute any part of this Agreement, or have any effect on its interpretation or construction.

(b) All references in this Agreement to the singular shall include the plural where applicable, and vice versa, as the context may require.

(c) As used in this Agreement, (i) the word including is not intended to be exclusive and means including without limitation; (ii) neutral pronouns and any derivations thereof shall be deemed to include the feminine and masculine,; (iii) the words hereof and hereunder and other words of similar import refer to this Agreement as a whole, including all exhibits and appendices, as the same may be amended from time to time, and not to any subdivision of this Agreement; (iv) the word days means calendar days, unless otherwise stated; (v) the words shall and will are used interchangeably and have the same meaning; and (vi) the word Section refers to sections and subsections in this Agreement.

(d) Whenever any payment to be made or action to be taken under the Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action shall be taken on the next Business Day following such day.

1.3 Scope of Agreement. As a master form of contract, this Agreement allows the Parties to agree upon and contract for the supply of Miltenyi Products pursuant to one or more Modules as described in Section 1.4, without having to re-negotiate the basic terms and conditions contained herein that are generally applicable to Miltenyi Product supply. Each such Module will set forth Module-related terms, conditions, rights and obligations regarding the Bellicum Product(s) or Bellicum Program(s) described in such Module, such as the binding or non-binding nature of Bellicum's purchase commitment and Miltenyi's supply commitment, pursuant to such Module, Forecast Territory and Designated Countries. Nothing in this Agreement shall be construed as creating any relationship between Miltenyi and Bellicum other than that of seller and buyer, or licensor and licensee, respectively. This Agreement is not intended to be, nor shall it be construed as, a joint venture, association, partnership, franchise, or other form of business organization or agency relationship. Neither Party shall have any right, power, or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other Party, except as expressly provided herein.

1.4 Modules. The specific terms and conditions relating to Miltenyi's supply of Miltenyi Products in support of a Bellicum Product or Bellicum Program under this Argeement shall be separately described in reasonable detail in a Module, where the form of such description will be substantially similar to the form attached hereto as Exhibit A. Each Module shall be effective upon signature by both Parties, and upon signature, such executed Module shall be attached to this Agreement. Modules shall be sequentially numbered, shall specifically refer to this Agreement, and shall incorporate the terms and conditions hereof by reference. There shall be no minimum or maximum number of Modules to be executed under this Agreement. Each Module shall be subject to all of the terms and conditions of this Agreement in addition to the specific details set forth in the Module. Each Module exists independently of other Modules. Notwithstanding the foregoing, to the extent any terms or conditions expressly set forth in a Module conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control, unless the Module expressly states the intent of the Parties that a particular provision of such Module will supersede this Agreement with respect to a particular matter in that Module only.

ARTICLE 2 SUPPLY OF PRODUCT; ALLIANCE MANAGERS; JOINT STEERING COMMITTEE

2.1 Supply of Product. During the Term of this Agreement, and subject to the terms and conditions hereof, Miltenyi will non-exclusively supply and sell to Bellicum or its Licensees or Subcontractors, and Bellicum or its Licensees or Subcontractors will purchase from Miltenyi, Miltenyi Products listed on Exhibit B solely for the Permitted Use (as defined below). Each Purchase Order placed

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

under this Agreement shall be exclusively governed by the terms and conditions of this Agreement and the Quality Agreement, as amended from time to time, unless specifically otherwise agreed between the Parties in writing. Any terms and conditions of any Purchase Order or acknowledgement given or received which are additional to or inconsistent with this Agreement or the Quality Agreement shall have no effect and such terms and conditions are hereby excluded and rejected.

2.2 Permitted Use; Restrictions on Use.

(a) The supply of the Miltenyi Products hereunder conveys to Bellicum the limited, non-exclusive, non-transferable (except as expressly provided herein, including as set forth in Article 17) right to use, and to permit its Subcontractors and Licensees to use the Miltenyi Products solely for Ex Vivo Cell Processing in the manufacture of Bellicum Products for use in the Field in the Territory (including for research, pre-clinical, clinical, regulatory and commercial purposes), in accordance with applicable Regulatory Authority requirements and approvals (including (to the extent applicable) any relevant clinical trial protocol, IND, and/or IRB approval pertaining to such Bellicum Products), in each case consistent with the terms and conditions of this Agreement and in accordance with Applicable Laws (the Permitted Use). Bellicum's Permitted Use of the Miltenyi Products shall be limited to the Designated Countries, subject to Section 2.3.

(b) Bellicum shall not use, and shall cause its Subcontractors and Licensees not to use the Miltenyi Products and/or any component thereof for any purpose or in any manner whatsoever other than a Permitted Use expressly set forth in Section 2.2(a) above. Without limitation to the generality of the foregoing, any and all Miltenyi Products supplied hereunder (or any components thereof) shall not be used directly (i) for in vivo administration in humans; or (ii) as an ingredient of a Bellicum Product.

(c) Including for purposes of Section 8.2, Bellicum shall promptly notify Miltenyi in writing of any additional Bellicum Product from time to time manufactured by or on behalf of Bellicum (or any of its Licensees, if any) by using one or more Miltenyi Products, which Bellicum Product shall be added to Exhibit A by amendment; subsequently, the Parties shall agree upon the Bellicum Product specific Module within sixty (60) days.

(d) Except as expressly provided in this Agreement, no other right, express or implied, is conveyed by the sale or purchase of the Miltenyi Products (including the right to make or have made Miltenyi Products). Except as expressly provided in this Agreement, Bellicum specifically agrees not to, and agrees not to cause any Third Party to, sell, market, export, transfer, or re-export Miltenyi Products without Miltenyi's express prior written consent.

(e) Bellicum may offer and permit its Licensees and Subcontractors (if any) to use the Miltenyi Products supplied hereunder only if and so long as such use is in compliance with the terms and conditions of this Agreement and Applicable Laws. Bellicum shall instruct and oblige its Licensees and Subcontractors accordingly.

(f) Bellicum acknowledges that the Miltenyi Products should be used with the same caution applied to any potentially hazardous compound. Use of the Miltenyi Products by Bellicum, its Licensees or Subcontractors shall be supervised by a technically qualified individual.

(g) Without limitation to the generality of clauses (a) through (e) above, Bellicum further will not, and will cause its Licensees and Subcontractors not to, without express prior written consent from Miltenyi:

(1) Modify or alter, or cause any Third Party to modify or alter, any Miltenyi Product supplied hereunder other than in connection with its Permitted Use;

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

(2) Reverse engineer, disassemble or otherwise analyze, or cause any Third Party to reverse engineer, disassemble or otherwise analyze, any Miltenyi Product supplied hereunder, in whole or in part; provided, however, that the foregoing shall not limit the right or ability of Bellicum or its Licensees or Subcontractors to identify defects, troubleshoot problems, evaluate, test, use or conduct any study utilizing any Miltenyi Product(s) as reasonably necessary to achieve the purposes of this Agreement;

(3) Transfer any Miltenyi Product supplied hereunder to any Third Party, except to Bellicum Subcontractors or Licensees solely for the Permitted Use or for training or validation purposes in connection with Bellicum's development and commercialization of Bellicum Product;

(4) Resell Miltenyi Product supplied hereunder to any Third Party, including Bellicum Subcontractors and Licensees, without prior express written permission from Miltenyi; or

(5) Transfer, use, import or export any Miltenyi Product supplied to Bellicum hereunder in any country or territory other than the Designated Countries.

2.3 Additional Countries. Miltenyi acknowledges that Bellicum and/or its Licensees may from time to time desire to use Miltenyi Products in one or more countries that are currently not part of the Designated Countries (each, an Additional Country). The Parties agree, upon reasonable written request by Bellicum from time to time during the term of this Agreement, to evaluate the regulatory requirements for utilizing of Miltenyi Products for manufacture of Bellicum Products in the requested Additional Country(ies). Based on the assessment of potentially required additional work (Additional Work), including but not limited to regulatory work pursuant to Section 4.9 as may be required to prepare and file Master Files for Miltenyi Products in support of Bellicum Product filings in such Additional Country(ies), the Parties will negotiate in good faith with the goal of entering into an agreement on mutually acceptable terms with respect to Miltenyi's provision of such Additional Work. Bellicum shall inform Miltenyi in writing at least twelve (12) months in advance prior to any intended regulatory filing in an Additional Country.

2.4 Reserved Rights. Notwithstanding anything to the contrary in this Agreement, nothing herein is intended nor shall be construed as creating any exclusive arrangement between Miltenyi and Bellicum with respect to the supply, purchase and/or use of the Miltenyi Products. Miltenyi reserves the right, at its sole discretion and without any restriction or limitation whatsoever, to manufacture, have manufactured, use, have used, sell, have sold, offer for sale, export, import or otherwise commercialize or dispose of Miltenyi Products in any manner and for any purpose whatsoever.

2.5 Subcontracting by Miltenyi. Subject to the terms of the Quality Agreement, if applicable, Miltenyi may, at its sole discretion, upon reasonable prior written notice to Bellicum, elect to have the Miltenyi Products, or any one of them or any component thereof, manufactured by an Affiliate of Miltenyi, and further may subcontract the manufacturing of Miltenyi Product or any component thereof, to a Subcontractor; provided that (i) Miltenyi shall reasonably take into account Bellicum's written concerns regarding proposed Affiliate(s) or Subcontractor(s); and (ii) Miltenyi shall be solely and fully responsible for the performance of all delegated and subcontracted activities by its Affiliates and Subcontractor(s), including compliance with the terms of this Agreement and the Quality Agreement (as applicable), and in no event shall any such delegation or subcontract release Miltenyi from any of its obligations under this Agreement. Miltenyi's Subcontractors and Affiliates for the manufacture and/or supply of Miltenyi Products will be listed in the Quality Agreement

2.6 Compliance.

(a) Miltenyi shall have sole responsibility for ensuring, and shall ensure, that Miltenyi's and its Affiliates' and Subcontractors' activities and performance in connection with the manufacture of Miltenyi Products and the supply of such Miltenyi Products to Bellicum under this Agreement are at all times in compliance with Applicable Laws. Without limiting the generality of the foregoing, it shall

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

be the sole responsibility of Miltenyi to obtain and maintain, and Miltenyi shall obtain and maintain, all licenses, permits, authorizations, or registrations required by Applicable Laws in order for Miltenyi, its Affiliates, and/or Subcontractors (as the case may be) to manufacture and make Delivery of Miltenyi Products, except as otherwise provided in this Agreement, at Miltenyi's expense.

(b) Bellicum shall have sole responsibility for ensuring, and shall ensure, that the use of the Miltenyi Products for their respective Permitted Use by Bellicum, its Subcontractors and Licensees (as the case may be) is at all times in compliance with Applicable Laws. Without limiting the generality of the foregoing, it shall be the sole responsibility of Bellicum to obtain and maintain, and Bellicum shall obtain and maintain, all licenses, permits, authorizations, registrations, additional validations or additional testing required by Applicable Laws in order for Bellicum, its Subcontractors and Licensees to use the Miltenyi Products for the Permitted Use, at Bellicum's expense. Miltenyi shall comply with all reasonable requests for assistance by Bellicum in connection with Bellicum's efforts to obtain such licenses, permits, authorizations, registrations, additional validations or additional testing, to the extent applicable to the Miltenyi Products; provided that the Parties shall agree on the scope of such assistance to be provided by Miltenyi and upon the reasonable costs to be paid by Bellicum to Miltenyi for such assistance.

(c) In the event that Bellicum receives notice from a Regulatory Authority raising any issues concerning the safety or quality of any Miltenyi Product, Bellicum shall promptly notify Miltenyi of the same in writing. Upon receipt of such notification, and subject to Miltenyi's obligations set forth in the Quality Agreement, if applicable, in this regard, Miltenyi shall make [...***...] to cure such safety or quality issue(s) as they relate to the Miltenyi Products as promptly as possible, and unless such issues solely relate to Bellicum's Permitted Use of the relevant Miltenyi Product(s) in connection with the manufacture or use of a Bellicum Product, such efforts shall be at Miltenyi's sole expense.

(d) As of the Effective Date and to and through the expiration or termination of this Agreement, each Party represents, warrants and covenants to the other Party that: (1) such Party, and, to its actual knowledge, its owners, directors, officers, employees, and any agent, representative, Subcontractor or other Third Party acting for or on such its behalf, shall not, directly or indirectly, offer, pay, promise to pay, or authorize such offer, promise or payment, of anything of value, to any person for the purposes of obtaining or retaining business through any improper advantage in connection with this Agreement, or that would otherwise violate any Applicable Laws, rules and regulations concerning or relating to public or commercial bribery or corruption; and (2) its financial books, accounts, records and invoices related to this Agreement or related to any work conducted for or on behalf of the other Party are and will be complete and accurate in all material respects. Each Party may request in writing from time to time that the other Party complete a compliance certification regarding the foregoing in this Section 2.6.

2.7 Violations. Nothing herein contained shall oblige Miltenyi to continue supplying, or Bellicum to continue ordering or purchasing, any Miltenyi Product if such supply or purchase is reasonably believed by Miltenyi or Bellicum, as the case may be, based on objective grounds, to violate Applicable Laws or such Party's licenses, or if the Miltenyi Products supplied to Bellicum infringe, or are alleged to infringe, a Third Party's Intellectual Property Rights.

2.8 Transfer of Miltenyi Products. Bellicum shall have the right to transfer Miltenyi Product(s) purchased hereunder, or to request from Miltenyi, by notice in writing, that Miltenyi Deliver any Miltenyi Product(s) purchased hereunder to an Affiliate of Bellicum or a Subcontractor or Licensee of Bellicum Product designated by Bellicum, solely for the purpose of the Permitted Use, subject to the payment to Miltenyi of all additional expenses (if any) incurred by Miltenyi in connection with such provision and transfer of Miltenyi Product(s) to Bellicum's designee; and provided that in each case: (i) each Subcontractor or Licensee of Bellicum to whom Miltenyi Products are transferred shall be bound in writing by limitations and obligations that are consistent with the corresponding limitations and obligations imposed on Bellicum

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

hereunder and under the Quality Agreement, as applicable; and (ii) notwithstanding the transfer of any Miltenyi Product purchased hereunder, Bellicum will nevertheless continue to remain fully and primarily responsible and liable to Miltenyi for payment of the Product Price and for the use of the Miltenyi Product by any Subcontractor and Licensee to whom a Miltenyi Product is transferred.

2.9 Bellicum Licensees.

(a) If and to the extent that Bellicum grants rights with respect to a Bellicum Product under license or other agreement(s) with one or more Licensees of Bellicum, in no event shall Bellicum grant any rights under Miltenyi Intellectual Property Rights other than as expressly permitted hereunder and as are necessary to use Miltenyi Product for the purpose of the Permitted Use, or any rights that are otherwise inconsistent with the terms of this Agreement or the Quality Agreement.

(b) To the extent that the rights granted to Bellicum hereunder (including Bellicum's right to use each Miltenyi Product for its Permitted Use) are shared with one or more of its Subcontractors or Licensees in accordance with the terms hereof, Bellicum shall first impose limitations and obligations on such Subcontractors or Licensees, in writing, that are consistent with the corresponding limitations and obligations imposed on Bellicum hereunder, and Bellicum shall notify Miltenyi of the name and contact information for each such Subcontractor or Licensee that it shares such rights with, in writing, in accordance with Article 16 of this Agreement.

(c) Bellicum shall promptly notify Miltenyi in writing of any additional Licensee contemplating the use of Miltenyi Product(s) for the manufacture of a Bellicum Product from time to time, which Licensee shall be added to the Bellicum Product specific Module by amendment.

(d) At the reasonable written request of Bellicum during the Term, Miltenyi shall enter into a direct supply agreement for Miltenyi Products with any Licensee nominated by Bellicum, materially consistent with the terms and conditions of this Agreement and the Quality Agreement (as applicable), except as agreed otherwise in writing between Miltenyi and the respective Bellicum Licensee.

2.10 Liability for Non-Compliance. Notwithstanding anything to the contrary herein, Bellicum shall, in relation to Miltenyi, at all times and in all respects continue to remain fully and primarily responsible and liable to Miltenyi for the performance and the acts or omissions of its Affiliate, Subcontractor, and Licensee in connection with the subject matter of this Agreement, including the failure of an Affiliate, Subcontractor, or Licensee of Bellicum to comply with all of the limitations and obligations imposed on Bellicum hereunder. Notwithstanding anything to the contrary herein, Miltenyi shall, in relation to Bellicum, at all times and in all respects continue to remain fully and primarily responsible and liable to Bellicum for the performance and the acts or omissions of its Affiliates and Subcontractors in connection with the subject matter of this Agreement, including the failure of an Affiliate or Subcontractor of Miltenyi to comply with all of the limitations and obligations imposed on Miltenyi hereunder. For clarity, in no event shall any permitted delegation or subcontracting of any activities to be performed in connection with this Agreement release a Party from any of its limitations or obligations under this Agreement.

2.11 Governance.

(a) Alliance Managers. Each Party shall appoint an appropriately qualified individual to serve as an alliance manager under this Agreement (the Alliance Manager). Such persons shall endeavor to assure clear and responsive communication between the Parties and the effective exchange of information, and may serve as the primary point of contact for any matters arising under this Agreement. The Alliance Managers may attend meetings of the JSC, assist in resolving Disputes at the initial level of the Parties' good faith discussions, and may raise issues for discussion by the JSC.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

(b) Joint Steering Committee. The Parties hereby establish a joint steering committee (the JSC) that will monitor and provide strategic oversight of the activities under this Agreement, and facilitate communications between the Parties with respect to the supply of Miltenyi Products and Bellicum's development and commercialization of Bellicum Products. Each Party shall initially appoint up to three (3) representatives (or their designees) to the JSC, excluding the Alliance Manager of each Party who will attend JSC meetings in a non- voting capacity. Each such JSC representative of a Party will have sufficient seniority within such Party to make decisions arising within the scope of the JSC's responsibilities. The Parties' initial representatives to the JSC will be provided to each other Party within thirty (30) days after the Effective Date. The JSC may change its size from time to time by mutual consent of its members. Each Party may replace its JSC representatives at any time upon written notice to the other Party; provided, however, that neither Party may replace a representative on the JSC with an individual with lower seniority without the approval of the other Party, which approval shall not be unreasonably withheld. The JSC shall meet at least two times each Calendar Year, and at least one such JSC meeting shall be in person/ face-to-face with alternating locations (for in person/ face-to-face meetings only), unless otherwise agreed in writing by both Parties. Each Party may invite up to three (3) of its own employees, and the JSC may invite other non-members, to participate in the discussions and meetings of the JSC, provided that such participants shall have no voting authority at the JSC. The JSC shall have two (2) co- chairpersons, one from each Party. The role of the co-chairpersons shall be to convene and preside at meetings of the JSC. The Alliance Managers shall work with the co-chairpersons to prepare and circulate agendas and to ensure the preparation of minutes. The co- chairpersons shall have no additional powers or rights beyond those held by the other JSC representatives.

(c) Specific Responsibilities of the JSC. In addition to its overall responsibility for monitoring and providing strategic oversight with respect to the Parties' activities under this Agreement, the JSC shall in particular: (i) oversee the collaborative efforts of the Parties under this Agreement; (ii) review and discuss the research, development and commercialization of Miltenyi Products and Bellicum Products, including regulatory matters related thereto; (iii) attempt to resolve Disputes presented by the Alliance Managers; and (iv) perform such other functions as appropriate to further the purposes of this Agreement, in each case, as agreed in writing by the Parties. The JSC has no authority to modify this Agreement, the Quality Agreement or any Module.

ARTICLE 3 PRODUCT QUALITY; CHANGE CONTROL

3.1 Product Quality.

(a) Product Specifications. Miltenyi shall manufacture or have manufactured the Miltenyi Products to meet the agreed Product Specifications, as then in effect, as published by Miltenyi from time to time, or as set forth in the Quality Agreement, as applicable.

(b) Agreed Standards. All Miltenyi Products shall be manufactured and quality controlled in compliance with and pursuant to: (i) the Agreed Standards, (ii) the requirements of the Quality Agreement, if applicable, and (iii) Applicable Laws.

(c) Testing. Miltenyi shall have standard analytical testing performed on each batch of Miltenyi Product to be shipped to Bellicum, in accordance with Agreed Standards and the procedures described in the corresponding documentation, to verify that Miltenyi Product meets Product Specifications and that it was manufactured in accordance with Agreed Standards and Applicable Laws.

(d) Quality System. All Miltenyi Products supplied under this Agreement shall be manufactured and quality controlled under an appropriate quality system in accordance with Agreed Standards, as more fully described in the Quality Agreement (as applicable). Any subsequent change to Miltenyi's quality system that, as Bellicum can reasonably establish, would have or is likely to have a material effect on the safety, efficacy, identity and/or quality of a Miltenyi Product or its Permitted Use, requires the Parties to discuss and agree upon each such change in writing.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

(e) Quality Agreement. Within [...***...] days from the Effective Date (or such longer period as agreed by the Parties in writing, but in any event prior to the first delivery of Clinical Grade Product to Bellicum), the Parties shall enter into an agreement on mutually acceptable, commercially reasonable terms that details the quality assurance obligations of each Party relating to Clinical Grade Products (the Quality Agreement). In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the provisions of this Agreement shall govern; provided, however, that the Quality Agreement shall govern in respect of quality issues.

3.2 Change Control.

(a) General. Subject to the terms and limitations set forth in this Section 3.2 and in the Quality Agreement, and unless otherwise agreed between the Parties in writing from time to time, Miltenyi reserves the right to periodically make changes to the Product Specifications, Agreed Standards and/or otherwise with respect to the properties, manufacture and/or testing of the Miltenyi Products (including changes with respect to: suppliers of raw materials; quality in raw materials; methods of manufacturing; packaging; equipment and/or premises; Subcontractors; product control techniques and methods of analysis; product release specifications; and/or presentation and content of relevant documentation, including certificates pursuant to Section 6.5) from time to time during the Term (each, a Change).

(b) Change Notification. Change notifications shall be provided in accordance with the applicable notification procedures set forth in the Quality Agreement or in this Agreement. In the event that Miltenyi proposes a Material Change, unless such proposed Change is a Required Change pursuant to Section 3.2(c) below and there are compelling reasons for earlier implementation of such Required Change, Miltenyi shall give Bellicum at least [...***...] months' advance written notice prior to implementation of the proposed Material Change (a Change Notification). Miltenyi shall be responsible for drafting relevant documentation and shall provide to Bellicum all information reasonably necessary for Bellicum to make appropriate filings with the applicable Regulatory Authority regarding any Change under this subsection, if applicable.

(c) Changes Required for Compliance. If during the Term a Change is required to comply with changes in Agreed Standards made by Regulatory Authorities, Applicable Laws and/or other requirements of a Regulatory Authority, or if Miltenyi determines, in its reasonable judgment, that a Change is required to address safety and/or quality issues in regard to the Miltenyi Product generally (in each case, a Required Change), Miltenyi shall use [...***...] to implement such Required Change at its cost. However, in the event that a Required Change is specifically related to the use of Miltenyi Product for a Permitted Use in relation to a Bellicum Product (a Bellicum-Specific Required Change), then Miltenyi shall use [...***...] to implement such Bellicum-Specific Required Change only if and to the extent Bellicum agrees to reimburse Miltenyi for all documented costs and expenses reasonably incurred by Miltenyi as a result of any such Bellicum-Specific Required Change. Prior to implementing a Required Change in accordance with this Section 3.2(c), Miltenyi shall promptly advise Bellicum as to any scheduling and/or Product Price adjustments which may result from any such Required Change, if any. Miltenyi and Bellicum shall negotiate in good faith in an attempt to reach agreement on (i) the new Product Price, if any, for any Miltenyi Product which embodies such Required Change, giving due consideration to the effect of such change on Miltenyi's manufacturing costs for the changed Miltenyi Product as well as any other relevant factors, (ii) the responsibility for any costs and expenses associated with Miltenyi's activities required to implement such Change, and (iii) any other amendments to this Agreement which may be necessitated by such Change (e.g., an adjustment to the lead time for firm orders). For clarity, Miltenyi shall have no obligation to implement a Bellicum-Specific Required Change unless and until the Parties have reached agreement on all items as described in the preceding sentence.

(d) Changes Requested by Bellicum. If during the Term Bellicum desires Miltenyi to make any Change not necessary to comply with changes in Agreed Standards made by Regulatory

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

Authorities, Applicable Laws and/or other requirements of Regulatory Authorities (in each case, a Bellicum-Requested Change), Bellicum shall notify Miltenyi thereof in writing. Implementation of any such proposed Bellicum-Requested Change shall be subject to Miltenyi's consent. Miltenyi may withhold its consent to an Bellicum-Requested Change if Miltenyi reasonably determines that such change (i) does not comply with Agreed Standards, Applicable Laws or the requirements of Miltenyi's applicable Regulatory Authority, or (ii) could have potential adverse impact on Miltenyi's manufacturing activities or the sale of the respective Miltenyi Product to other customers. In addition, a Bellicum-Requested Change shall only be implemented following a technical and cost review which shall be conducted as promptly as is reasonably possible and in good faith by Miltenyi, at Bellicum's cost, and shall be subject to Miltenyi and Bellicum reaching agreement as to the one-time costs and revisions to the Product Price necessitated by any such Bellicum-Requested Change. If Bellicum agrees to reimburse Miltenyi for all documented costs and expenses reasonably incurred by Miltenyi as a result of the proposed Bellicum- Requested Change and accepts a proposed Product Price adjustment that reflects a change in Miltenyi manufacturing costs resulting from such Bellicum-Requested Change, Miltenyi shall use [...***...] to implement the proposed Bellicum-Requested Change. For clarity, an agreed adjustment to the Product Price shall become effective only with respect to orders for Miltenyi Products that are manufactured in accordance with the Bellicum-Requested Change.

(e) Changes Requested by Miltenyi. If during the Term Miltenyi wishes to make any Material Change not necessary to comply with changes in Agreed Standards made by Regulatory Authorities, Applicable Laws or other requirements of Regulatory Authorities (in each case, a Miltenyi-Requested Change), Miltenyi shall notify Bellicum in accordance with the Change Notification procedures set forth in Section 3.2(b) and the Quality Agreement before implementation of such Miltenyi-Requested Change (including at least 6 months advance written notice prior to implementation), and shall keep Bellicum advised of its efforts to effectuate such change. Miltenyi shall use its best efforts to provide to Bellicum with a commercially reaosnable number of samples of the Changed Miltenyi Product (meaning such Miltenyi Product that is produced under conditions of the Miltenyi-Requested Change) for evaluation by Bellicum as soon as such Changed Miltenyi Product becomes available during the post-noficiation period. Miltenyi shall be responsible for drafting relevant documentation and shall provide to Bellicum any information reasonably necessary for Bellicum to make appropriate filings with the applicable Regulatory Authority for Bellicum to obtain any required amendment or other modification of the Bellicum Product regulatory approvals regarding changes under this subsection, if applicable. Miltenyi shall implement such Miltenyi-Requested Change at its own cost and expense. If Bellicum does not agree that such Changed Miltenyi Product is acceptable from Bellicum's perspective, then any limitations on or obligations of Bellicum under Article 5 pertaining to forecast variances and Firm Zone ordering in relation to Miltenyi Products affected by such Miltenyi-Requested Change shall not apply, and therefore Bellicum has no obligation to purchase any such Changed Miltenyi Products.

(f) Cooperation. In connection with any Change pursuant to this Section 3.2, the Parties shall cooperate, share information, and otherwise act in good faith to prepare the appropriate documentation as may be necessary to secure and maintain appropriate regulatory approvals or manufacturing permits for Miltenyi Product and Bellicum Product, respectively.

(g) Continued Supply. Except in the event of a Required Change, or other circumstances requiring the prompt implementation of a proposed Material Change (as such circumstances and prompt implementation are notified to Bellicum in writing and if requested by Bellicum, discussed with Bellicum in good faith), Miltenyi shall continue to supply Miltenyi Product without the proposed Material Change for as long a period as is reasonably required for Bellicum, using [...***...], to make all appropriate filings and obtain any required amendment or modification of existing regulatory approvals for Bellicum Product (unless otherwise agreed, such period not to exceed six (6) months from the date of implementation of the Material Change as provided in Miltenyi's Change Notification pursuant to Section 3.2(b)), subject to the Parties reaching agreement, as to the one-time costs and revisions to the Product

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

Price necessitated by any such continued supply of unchanged Miltenyi Product during such period. Until such agreement is reached, any limitations on or obligations of Bellicum under Article 5 pertaining to forecast variances and Firm Zone ordering in relation to Miltenyi Products described in this subsection (g) shall not apply, and therefore Bellicum has no obligation to purchase any such Miltenyi Products produced after implementation of such Material Change. If the continued supply of unchanged Miltenyi Product under this subsection (g) is reasonably estimated by the Parties to exceed a period of six (6) months from the implementation date of the Material Change notified in a Change Notification pursuant to Section 3.2(b), then the Parties shall promptly meet to discuss in good faith how to remedy the situation.

(h) Notwithstanding the provisions of subsections (e) and (g), in the event that Bellicum reasonably determines to reject a proposed Material Change (including a Miltenyi-Requested Change), Miltenyi will continue to supply the applicable Miltenyi Product without such change after expiry of the said 6-month period and during the Term of this Agreement, or until Bellicum has secured an alternate source of supply from a Third Party manufacturer; provided, however, that the Parties will discuss in good faith, reflecting the change in circumstances contemplated by this Section 3.2(h), and agree in writing upon commercially reasonable terms to be set forth in an amendment to this Agreement to reflect any demonstrable increased cost and effort (if any) resulting from the manufacture of unchanged Miltenyi Product solely for Bellicum, including (as an example) any applicable adjustments to Forecasts, Lead Times, production cycles, batch sizes, Delivery Dates, Product Prices, or other relevant issues. If the Parties cannot reach agreement regarding such amendment, any obligations of Bellicum in relation to a Forecast for the affected Miltentyi Product in months 7-12 of the applicable Monthly Forecast, and any limitations regarding forecast variances, as each of these are set forth in Article 5, will not apply to a Miltenyi Product produced after implementation of such Material Change (i.e., one that replaces such affected (unchanged) Miltenyi Product), and Miltenyi shall be relieved from any obligations to supply such affected (unchanged) Miltenyi Product under this Agreement after the period described in the first sentence of this subsection (h) ends. For clarity, in no event shall Miltenyi be required to manufacture, supply or sell an existing Miltenyi Product to which a Required Change must be applied.

(i) Research Grade Products. The notification requirements of the second sentence of Section 3.2(b) of this Agreement with respect to Material Changes and the obligations of Section 3.2(g) with respect to Continued Supply shall not apply to Research Grade Products.

(j) Costs. Bellicum shall have responsibility for any Regulatory Authority filing fees and other costs and expenses incurred by Bellicum in connection with any filing or required amendment or other modification of regulatory approvals or consents for Bellicum Product resulting from any Change pursuant this Section 3.2, if applicable.

ARTICLE 4 REGULATORY

4.1 Regulatory Responsibility.

(a) Bellicum Product(s). Subject to responsibilities pertaining to Miltenyi Products that are solely reserved by Miltenyi under this Agreement, and subject to the provisions in this Article 4 (including Section 4.7), Bellicum will be solely responsible for all regulatory activities with respect to any Bellicum Product, including the manufacture and quality control thereof.

(b) Miltenyi Product(s). Subject to responsibilities pertaining to Bellicum Product(s) that are solely reserved by Bellicum under this Agreement, and subject to the provisions in this Article 4 (including Section 4.7), Miltenyi will be solely responsible for all regulatory activities with respect to any Miltenyi Product, including the manufacture and quality control thereof.

(c) Disclaimer. Bellicum hereby acknowledges and agrees that, except as specifically set out with respect to any Miltenyi Product in the Product Specifications or in the Quality Agreement, as

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

applicable, the Miltenyi Products have no approvals by Regulatory Authorities in the Territory for use in diagnostic or therapeutic procedures or other clinical applications, or for any other use requiring compliance with any law or regulation regulating clinical, diagnostic or therapeutic products or any similar product (hereinafter collectively referred to as Regulatory Laws). Bellicum further acknowledges and agrees that Miltenyi Products have not yet been fully tested or validated for safety or effectiveness in connection with Bellicum's Permitted Use. Save as set out in the Product Specifications or the applicable Quality Agreement, it shall be the sole responsibility of Bellicum to test and validate the Miltenyi Products for Bellicum's contemplated Permitted Use hereunder and to take all other actions necessary to establish compliance of Bellicum's Permitted Use thereof with all regulatory requirements, and to ensure that any Bellicum Product resulting from such Permitted Use meets all applicable safety, quality, or other regulatory requirements (including Regulatory Laws), in each case prior to the first use of such Miltenyi Product.

(d) The Miltenyi Products supplied hereunder may not be used for any purpose that would require Regulatory Authority approvals or consents unless such proper Regulatory Authority approvals or consents have been obtained. Bellicum agrees that if it elects to use, or causes any Bellicum Subcontractor or Licensee to use, any Miltenyi Products for a purpose that would subject Miltenyi or such Miltenyi Products to the jurisdiction of any Regulatory Laws, Bellicum will be solely responsible for obtaining any required Regulatory Authority approvals or consents, and for otherwise ensuring that Bellicum's (or its Subcontractors' or Licensees') use of such Miltenyi Products for such purpose complies with such Regulatory Laws. Bellicum shall defend and indemnify Miltenyi and its Affiliates against any liability, damage, loss or expense resulting from or arising out of Bellicum's failure to obtain all necessary Regulatory Authority approvals or consents or to comply with any Regulatory Laws in relation to Bellicum's use of such Miltenyi Products for such purpose.

4.2 Regulatory Authority Requirements. Miltenyi states that (i) Miltenyi is obliged by relevant Regulatory Authorities to keep a record of all of its customer's clinical trials that use Miltenyi Products (name and title of clinical trials, the official registration numbers, name and addresses of the involved principal investigators and clinical trial centers as well as the corresponding formal document granting approval of an IND (for example only, IND/CTA acknowledgement letter of the relevant Regulatory Authority(ies) involving the use of IDE/CRR- labelled Miltenyi Products)) (regardless of whether such clinical trials are sponsored by Miltenyi or by any Third Party); and (ii) Miltenyi is not permitted to provide IDE/CRR-labeled Miltenyi Products to customers in the United States for use in clinical trials if the IND or IDE is not approved by the respective regulatory authority or rejected. . Miltenyi shall act and shall have no liability to Bellicum for acting in accordance with the foregoing requirements. As used herein, CTA means a clinical trial application; IDE means an investigational device exemption; and IDE/CRR references a certain subset of Miltenyi Products labeled with the IDE/CRR designation.

4.3 Regulatory Work. Miltenyi has established, or may from time to time establish, Master Files for one or more Miltenyi Products with one or more Regulatory Authorities in the Territory. Miltenyi shall maintain each such Master File in accordance with Applicable Laws (Regulatory Work). To the extent Bellicum requests that Miltenyi generate any additional Master File and/or add additional information to any existing Master File, the provisions of Section 4.4 Extension of Scope, Supplemental Services below shall apply.

4.4 Extension of Scope, Supplemental Services. With respect to any Bellicum Product, Bellicum may request that Miltenyi provide additional regulatory assistance beyond the scope of the Regulatory Work, and/or may request that Miltenyi perform additional services (i.e. generation of additional supportive data for inclusion in a Master File) that alter, amend, or add to the Regulatory Work. Bellicum shall submit each such request to Miltenyi with reasonable detail in writing. Any request that constitutes a material modification or increase in scope of the Regulatory Work or an agreement for the provision of additional services shall require a written amendment to this Agreement via the Bellicum Product- or Bellicum Program-specific Module signed by authorized representatives of both Parties. Such amendment

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

shall specify in detail any modification or scope change of the Regulatory Work performed by Miltenyi, the appropriate compensation (if any) or basis for such compensation to be paid to Miltenyi by Bellicum for the performance of such additional Regulatory Work assistance or services, and the appropriate time schedule for completion of such additional Regulatory Work assistance or services. Upon executing such written amendment, the additional Regulatory Work assistance or services shall be deemed included within Regulatory Work and subject to the standards of performance described in this Agreement.

4.5 Master Files; Right to Cross Reference. Upon Bellicum's written request, subject to Section 4.9, Miltenyi shall submit a cross reference letter to the appropriate Regulatory Authority(ies) in any Designated Country in which Miltenyi maintains a Master File(s) for the relevant Miltenyi Product(s), authorizing such Regulatory Authority(ies) to access and refer to such Master File(s) for the relevant Miltenyi Product(s) to the extent such information is reasonably required for regulatory purposes to obtain the applicable regulatory approvals for the Permitted Use of the Miltenyi Product(s) and/or the Bellicum Product(s); provided, however, that Bellicum shall first provide to Miltenyi all necessary information about such Bellicum Product that is reasonably included in such cross reference letter.

4.6 Rights to Master Files. Miltenyi shall solely own and retain all rights, title and interest in and to the Master File(s) (and any pertaining regulatory documentation). Bellicum shall have no right to access the Master File(s), or, except as expressly set forth in Section 4.5 supra, to require the disclosure by Miltenyi of any information contained in any Master File, or to cross-reference or otherwise use the Master File(s) for any purpose other than as expressly provided herein.

4.7 Communication to/from Regulatory Authorities.

(a) Communication from Regulatory Authorities. Each Party will promptly notify the other Party in writing of any material communication from any Regulatory Authority that is related specifically to (i) the safety and/or functionality of any Miltenyi Product(s) and/or the use thereof for the manufacture of Bellicum Product or (ii) the safety and/or functionality of any Bellicum Product(s) as the same relate or could relate to a Miltenyi Product and/or the use of Miltenyi Product(s) in the manufacture of Bellicum Product(s), and that would, in each case of (i) and (ii), reasonably be expected to have a material adverse effect on either Party's products that are the subject matter of this Agreement, or ability of a Party to comply with its obligations under this Agreement (collectively, Communication(s)). Each Party shall, as soon as practicable after any contact with or receipt of any Communication, forward a copy or description of the same (to the extent it so relates) to the other Party. Each Party reserves the right to redact its Confidential Information and confidential Third Party information from such Communications. Each Party shall obligate its Affiliates and Subcontractors accordingly.

(b) Communication to Regulatory Authorities. In the event that a response to a Regulatory Authority is required in connection with any Communication, Bellicum will have sole responsibility for the form and content of any response to a Communication from a Regulatory Authority in connection with any regulatory submission regarding a Bellicum Product, or any non-Miltenyi Product component thereof (Miltenyi will provide its proposed response regarding any Miltenyi Product component thereof), and any non-product-specific information and/or non-procedure-specific information related to Bellicum, and Miltenyi will have sole responsibility for the form and content of any response to a Communication from a Regulatory Authority regarding a Miltenyi Product regulatory submission or any component thereof, the Master Files, and any non-product specific information related to Miltenyi. If Miltenyi's response is requested and needed in connection with any Bellicum Product regulatory submission, and a delayed response is likely to delay development or commercialization of such Bellicum Product, then Miltenyi will promptly use its diligent efforts to provide such response as soon as practicable. At the responding Party's reasonable request and expense, the other Party will collaborate in good faith with the responding Party in preparing such responses and, subject to Sections 4.5 and 4.6, will provide the responding

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

Party with information that the responding Party reasonably believes is required to develop a requested response for questions in relation to such Communication.

(c) Required Communications. If Bellicum is required to communicate with any Regulatory Authority specifically regarding any Miltenyi Product, then Bellicum shall so advise Miltenyi as soon as practicable and, unless prohibited by Applicable Law, or to the extent that such a disclosure would result in the violation of any contractual obligations to a Third Party, provide Miltenyi in advance with a copy of any proposed written Communication with such Regulatory Authority to the extent that such Communication pertains to Miltenyi Products; provided that Bellicum reserves the right to redact its Confidential Information and confidential Third Party information from such copy. Bellicum shall use reasonable efforts to comply with all reasonable direction of Miltenyi pertaining to the foregoing. To the extent permitted by the Regulatory Authority, Miltenyi shall have the right to participate in any planned oral Communications or meetings between Bellicum and any Regulatory Authority specifically relating to Miltenyi Products or Miltenyi Technology. For purposes of clarification, the obligations imposed on Bellicum pursuant to this Section 4.7(c) shall not apply with respect to Communications with Regulatory Authorities that are focused primarily on a non-Miltenyi Product portions or on a Bellicum Product.

4.8 Assistance. Miltenyi shall, if requested by Bellicum, consult with and provide reasonable assistance to Bellicum with regard to regulatory matters concerning the Miltenyi Products, as appropriate, provided that for any assistance regarding regulatory matters that is beyond the scope of standard use of the Miltenyi Products as made available in Miltenyi's catalogue, Bellicum shall pay for Miltenyi's time for such consulting and assistance at Miltenyi's then-standard rates, which scope and limits shall be discussed between the Parties and mutually agreed in writing prior to the performance of the assistance by Miltenyi (subject to the Parties' representations, warranties and liabilities under this Agreement). Absent Miltenyi's gross negligence or willful misconduct, Bellicum shall bear all responsibility for Bellicum's or Bellicum Subcontractors' use of information provided by Miltenyi (including use in regulatory filings and any Third Party liability) pursuant to this Section 4.8.

4.9 Additional Filings. Bellicum acknowledges that, as of the Effective Date, Master Files in relation to Miltenyi's supply obligations have not been filed in all jurisdictions worldwide. If Bellicum desires to pursue clinical evaluations related to the approvability or approval of any Bellicum Product or decides to pursue commercialization of any Bellicum Product in any jurisdiction where Miltenyi does not then have an active Master File, and Bellicum would not legally be able to conduct such evaluation or commercialization without Miltenyi filing a Master File in such jurisdiction or making necessary information available to the Regulatory Authority, then Bellicum shall so notify Miltenyi, and the Parties shall discuss in good faith the terms and conditions under which Miltenyi would be willing to file such Master File or provide necessary information to the Regulatory Authority including additional compensation to Miltenyi (if any), but Miltenyi shall not be obligated to file such Master File or provide such information, unless the Parties mutually agree in writing on such commercially reasonable terms and conditions. To the extent requested by Bellicum in writing from time to time to amend the Bellicum Product specific Module to include Additional Countries, Miltenyi shall work in good faith with Bellicum to include such Additional Countries in accordance with the provisions of Section 2.3 supra.

4.10 Disclaimer. Except as provided in this Article 4 or otherwise in the Agreement, Miltenyi provides no warranty that any Master File or other regulatory dossier or submission by Miltenyi or Bellicum will be approved by any Regulatory Authority. Miltenyi shall in no way be held responsible for any refusal by any Regulatory Authority or ethics committee to grant permission to conduct a clinical trial(s) and/or for any refusal by any Regulatory Authority to grant approval under an Investigational New Drug Application (IND) or under a Biological License Application (BLA) or for compassionate use for a Bellicum Product.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

ARTICLE 5 FORECASTS AND ORDERS

5.1 Forecasts. In order to assist Miltenyi with its capacity, procurement and production planning, and as a general framework for forecasting Bellicum's orders of Miltenyi Products (where more specific parameters may be set forth in a given Module), Bellicum agrees to provide Miltenyi with rolling forecasts of Bellicum's (and its Subcontractors' and Licensees') anticipated quantity requirements for Miltenyi Products in the Forecast Territory during the Term of this Agreement, in accordance with the provisions of this Section 5.1 (each, a Forecast). There is no binding forecasting obligation for Research Grade Products, except (if applicable) as otherwise explicitly agreed in a Module. Any modified forecasting terms and conditions for a particular Bellicum Product or Bellicum Program that supplement this Article 5 will be set forth in the Module applicable to that Bellicum Product or Bellicum Program. All of the Forecasts provided under this Agreement will break down the demand of Miltenyi Products on a product-by-product (expressed in number of units) and manufacturing country-by-manufacturing country basis (i.e., Forecast Territory only) and substantially follow the mutually agreed Miltenyi forecast sheet, as attached hereto in Exhibit C 1-3. All Forecasts provided by Bellicum will be good faith estimates of Bellicum's anticipated quantity requirements for Miltenyi Products during the relevant period. Bellicum agrees to use [...***...] in preparing all Forecasts provided hereunder to minimize variances between Forecasts. Each Forecast shall be duly signed by an authorized representative of Bellicum (or Bellicum's designee on behalf of Bellicum) and submitted in writing to Miltenyi, by mail, email or facsimile, and shall supersede prior Forecasts to the extent the Forecast overlaps with prior Forecasts.

(a) Rolling Monthly Forecast; Firm Zone. Within [...***...] Business Days of the Effective Date, and thereafter by the [...***...] day of each Calendar Month during the Term, Bellicum shall submit a monthly rolling Forecast of Bellicum's anticipated quantity requirements for Miltenyi Products within the Forecast Territory (on a manufacturing country-by-manufacturing country basis) for each of the next twelve (12) consecutive Calendar Months (e.g., year 1: months 1-12), commencing with the Calendar Month in which such Forecast is submitted (each, a Monthly Forecast). (For clarity, the initial Monthly Forecast will cover Calendar Year 1, i.e., Calendar Months 1-12; the following Monthly Forecast will cover the twelve Calendar Months period following the Calendar Month 1 of the previous Monthly Forecast, i.e., Calendar Months 2-13.) The Monthly Forecast shall show quantities forecasted on a monthly basis, and for the first (1st) three (3) months shall state the desired dates of Delivery for the forecasted quantities. With respect to any Monthly Forecast for Miltenyi Products submitted during the Term, [...***...] percent ([...***...]%) of the quantities forecasted for the first (1st) three (3) month period of each Monthly Forecast (each such 3-month period will be referred to as the Firm Zone) shall be binding, and the corresponding portion of each subsequent Monthly Forecast shall be consistent with such period. For clarity, all forecasted quantities of Miltenyi Products during the Firm Zone shall constitute a binding commitment by Bellicum to submit corresponding Purchase Orders for Miltenyi Products. The Parties agree that, except with respect to the Firm Zone and any additional conditions set forth in a given Module, a Monthly Forecast provided by Bellicum will not be binding upon both Parties.

(b) Rolling Quarterly Forecast. Within [...***...] Business Days of the Effective Date, and thereafter by the [...***...] day of each last month of a Calendar Quarter during the Term, Bellicum shall submit a non-binding quarterly rolling Forecast of Bellicum's anticipated quantity requirements for Miltenyi Products for each of the four (4) Calendar Quarters immediately following the last month of such Calendar Quarter (each, a Quarterly Forecast). Each Quarterly Forecast shall show anticipated quantity requirements on a quarterly basis. (For clarity, the initial Quarterly Forecast will cover Calendar Year 2, i.e. Calendar Quarters 1, 2, 3 and 4 (covering Calendar Months 13-15, 16-18, 19-21 and 22-24); the following Quarterly Forecast will cover the four Calendar Quarter period following the Calendar Quarter 1 of the previous Quarterly Forecast, i.e. Calendar Quarters 2-5.) A Quarterly Forecast provided by Bellicum will not be binding upon both Parties.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

(c) Long-Term Forecast. In addition, Bellicum (or Bellicum's designee on behalf of Bellicum) shall within [...***...] days of the Effective Date, and thereafter by [...***...] of each Calendar Year during the Term, submit a non-binding annual rolling Forecast of Bellicum's anticipated quantity requirements for Miltenyi Products for each of the next three (3) consecutive Calendar Years, commencing with the Calendar Year in which such Forecast is submitted (each, a Long-Term Forecast) for the purposes of assisting Miltenyi with its capacity and production planning for Miltenyi Products during such period. Each Long-Term Forecast shall show anticipated quantity requirements on an annual basis. (For clarity, the initial Long-Term Forecast will cover the Calendar Years 3 to 5; the following Long-Term Forecast will cover the Calendar Years period following the previous Calendar Year 3 of the previous Long-Term Forecast, i.e. Calendar Years 4-5.) A Long Term Forecast provided by Bellicum will not be binding upon both Parties and shall serve to assess future capacity planning at Miltenyi.

(d) Forecasts Due Periodically. In the event that Miltenyi has failed to receive an updated Forecast for any relevant forecast period within the times or by the dates provided in clauses (a) through (c) above, Miltenyi shall promptly notify Bellicum of such failure in writing and, if Bellicum fails to respond with an updated Forecast by the [...***...] day of a Calendar Month of the relevant forecast period, the most recent Forecast shall be regarded as current.

(e) Acceptable Forecast Variance. Outside the Firm Zone, Bellicum may increase or decrease the amount of Miltenyi Product forecast for each Calendar Month of each Monthly Forecast by up to [...***...] percent ([...***...]%) for Calendar Months 4 through 6, and by [...***...] percent ([...***...]%) for Calendar Months 7 through 12, compared to the amount of Miltenyi Product that was forecast for the comparable Calendar Month in the prior Monthly Forecast provided in accordance with this Agreement, on a product-by-product and country-by-country basis, (e.g., the forecast for the fourth Calendar Month in a Monthly Forecast may not increase or decrease by more than [...***...]% of the amount of any particular Miltenyi Product in any particular country forecast for the fifth Calendar Month of the prior Monthly Forecast). For clarity, variances with respect to forecasts submitted for any Calendar Month within the Firm Zone shall not be acceptable.

5.2 Volume Limitations.

(a) Subject to Bellicum's adherence to its Forecast obligations pursuant to Section 5.1 above, or as specifically modified in a specific Module, Miltenyi shall meet the demands of any Purchase Orders (as defined below) that are made by Bellicum in compliance with the Forecasts. Miltenyi shall not be obligated to supply Bellicum with quantities of Miltenyi Product in excess of [...***...] percent ([...***...]%) of the most recent Forecast provided to Miltenyi but agrees to use [...***...] to satisfy Bellicum's requirement of Miltenyi Product in excess of [...***...] percent ([...***...]%) of the relevant Forecast quantities in accordance with the terms of this Agreement.

(b) In the event that Miltenyi becomes aware that it is or will be unable to supply any desired quantity of Miltenyi Product pursuant to a Purchase Order that falls within the relevant Forecast on or before the applicable Delivery date(s) therefor, Miltenyi shall promptly inform Bellicum, and then, the Parties shall, in good faith, seek to agree on a revised date (or dates) for Delivery. If Miltenyi fails to propose a reasonably acceptable plan for the Delivery, Bellicum may, to be determined in Bellicum's reasonable discretion and notwithstanding anything to the contrary in the Agreement, at its option, cancel the Purchase Order.

5.3 Firm Zone Requirements. Unless otherwise set forth in a relevant Module, the quantity of Miltenyi Product(s) forecasted for each Calendar Month of the Firm Zone of the most recent rolling Monthly Forecast submitted pursuant to Section 5.1(a) of this Agreement shall be binding on both Parties, commencing on the Effecctive Date of the Agreement (but not for the first three months thereto), and in each Calendar Month during the Term, Bellicum shall have the firm obligation to order at a minimum the amount of Miltenyi Product(s) specified for the first (1st) Calendar Month of the most recent rolling Monthly Forecast

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

(such amount, the Firm Zone Requirements). The Firm Zone Requirement shall not apply within the first three months of the Effective Date of the Agreement. Within [...***...] days of the end of each Calendar Quarter, Miltenyi will calculate the total Firm Zone Requirements for each of the three (3) Calendar Months during that Calendar Quarter. In the event that Bellicum fails to order the Firm Zone Requirements of Miltenyi Product from Miltenyi during any particular Calendar Month in the relevant Calendar Quarter in which Miltenyi was ready, willing and able to Deliver Miltenyi Product in accordance with the applicable Monthly Forecast, then the Firm Zone Order Shortfall shall be the total amount by which the Firm Zone Requirements for any given Calendar Month during such Calendar Quarter exceed the amount of Miltenyi Product actually ordered by Bellicum during such Calendar Month. Miltenyi will invoice Bellicum for an amount equal to the Firm Zone Shortfall and Bellicum will pay such invoice within [...***...] days of the invoice date. Upon Bellicum's request and subject to payment of the Firm Zone Shortfall amount by Bellicum, Miltenyi will, if so requested by Bellicum, provide Bellicum with Miltenyi's remaining stock of the relevant forecasted Miltenyi Products equal in value to such Firm Zone Shortfall amount.

5.4 Purchase Orders. This Section 5.4 sets forth a general framework for Purchase Order-related terms and conditions, which shall apply unless modified terms and conditions for a particular Bellicum Product are set forth in its corresponding Module.

(a) Bellicum shall order Miltenyi Products by submitting written purchase orders to Miltenyi, in such form as the Parties may agree from time to time and in accordance with any applicable Lead Times and the provisions of this Article 5 (each, a Purchase Order). All Purchase Orders (and any related acceptances or objections by Miltenyi) may be delivered electronically or by other means to Miltenyi's applicable sales representative located in the country of the shipping destination or to such location as Miltenyi shall reasonably designate from time to time.

(b) Each Purchase Order will specify the MB Global Contract Number assigned to this Agreement, the volumes of Miltenyi Product(s) ordered, the desired Delivery date(s) the Miltenyi Products are to be made available to Bellicum for pick-up by Bellicum's designated carrier or freight forwarder, the relevant ship-to address, and any special shipping instructions. Bellicum will order Miltenyi Product in a defined number of units, subject to reasonable minimum order size requirements that may vary according to product type.

(c) Bellicum shall submit each Purchase Order to Miltenyi reasonably prior to the desired Delivery date(s), which shall be no sooner than the applicable Lead Time(s) for the relevant Miltenyi Product(s); provided that absent an applicable Lead Time, the Purchase Order shall be submitted at least [...***...] days in advance of the desired Delivery date specified in such Purchase Order; and provided further that Miltenyi shall use diligent and good faith efforts to Deliver before the desiredDelivery date.

(d) Purchase Orders shall be firm and binding upon written acceptance by Miltenyi. Miltenyi shall confirm acceptance of the Purchase Order by written notice (sent by fax, mail, overnight courier or e-mail) to Bellicum within [...***...] Business Days of receipt of the Purchase Order from Bellicum. If Miltenyi fails to confirm acceptance of a Purchase Order within [...***...] Business Days of receipt of the Purchase Order from Bellicum, then Bellicum will contact Miltenyi to verify Miltenyi's receipt and acceptance of such Purchase Order and request written confirmation thereof from Miltenyi. Miltenyi shall accept all Purchase Orders for quantities of Miltenyi Product that are within the Firm Zone Requirement amounts specified for the relevant Calendar Month in the applicable Monthly Forecast.

(e) Each Purchase Order shall reference the MB Global Contract Reference Number (MBGCR) defined in the respective Modules, submitted by Bellicum to Miltenyi shall be governed exclusively by the terms and conditions of this Agreement, the relevant Module and the applicable Quality Agreement. None of the terms and conditions set forth on any Purchase Order, order form, invoice, acceptance, objection or similar document shall change or modify the terms and conditions of this Agreement, and the Parties hereby agree that the terms and conditions of this Agreement and the relevant Module shall

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

supersede any conflicting term or condition set forth in any Purchase Order, order form, invoice, acceptance, objection or similar document furnished by Bellicum to Miltenyi or by Miltenyi to Bellicum, as the case may be. For the avoidance of doubt, Purchase Orders may only contain products to be ordered under a single MBGCR. The combination of products referring to different MBGCR in one Purchase Order, or a combination of products referencing a MBGCR and products not referencing a MBGCR in one Purchase Order is not possible.

(f) In the event of a Bellicum Product safety issue, withdrawal or hold on use of a Bellicum Product by a Regulatory Authority or other issue that directly results in a material reduction or elimination of Bellicum's quantity requirements for a particular Miltenyi Product(s), the Parties will discuss promptly and in good faith adjustments to the permitted forecast variance described in Section 5.1(e) during the period when such circumstance exists, and other steps that could be taken to soften the impact of such circumstance on each Party.

5.5 Changes to Purchase Orders. Subject to Section 5.2 and applicable Lead Times, Miltenyi shall use [...***...] to comply with unplanned changes in Purchase Orders requested by Bellicum either in terms of quantities or Delivery dates. All requests for changes to Purchase Orders shall be submitted in writing. Bellicum shall be responsible for all supplementary costs that result from the implementation of any unplanned change to an accepted Purchase Order requested by Bellicum.

5.6 Minimum Purchases. This Section 5.6 sets forth a general framework for Minimum Purchases-related terms and conditions, which shall apply unless modified terms and conditions for a particular Bellicum Product are set forth in its corresponding Module. In the event Bellicum's aggregate purchases of Miltenyi Products from Miltenyi under this Agreement in any Calendar Year during the Term is less than [...***...]% of the Rolling Monthly Forecast subject to Sections 5.1 and 5.3, at the beginning of that Calendar Year or €[...***...] ([...***...] Euros), whatever is higher, (the Minimum Purchase), then Miltenyi shall provide written notice to Bellicum of such shortfall. Notwithstanding anything to the contrary in the foregoing, and for Calendar Year 2019 only, the €[...***...] amount recited as an element used to determine the Minimum Purchase in a Calendar Year is hereby reduced to €[...***...]. Bellicum shall have [...***...] days to tender a firm Purchase Order for the purchase of such shortfall to satisfy the Minimum Purchase requirements set forth above. If Bellicum fails to tender such firm Purchase Order and has not otherwise met the Minimum Purchase requirements within said [...***...]-day period, then Miltenyi, in its sole discretion, effective immediately upon Bellicum's receipt of written notice of Miltenyi's election to do so, shall have no obligation to Bellicum under this Agreement:

(1) not to discontinue the supply of any particular Miltenyi Product;

(2) to use [...***...] to ensure continuous supply of Miltenyi Products to Bellicum in accordance with Forecasts provided by or on behalf of Bellicum; and

(3) to provide Regulatory Work in accordance with Section 4.3.

Minimum Purchases referred to above will include the quantities of Miltenyi Product(s) ordered by Bellicum in accordance with applicable Forecasts that could not be supplied by Miltenyi. At the time Bellicum reaches the Minimum Purchase requirements again, Miltenyi and Bellicum shall in good faith agree to continue the supply commitment.

ARTICLE 6 DELIVERY

6.1 Delivery; Shipment.

(a) Each quantity of Miltenyi Product(s) ordered by Bellicum in a particular Purchase Order pursuant to this Agreement shall be delivered FCA (Incoterms 2010) Miltenyi's Facility by delivery

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

of the shipped goods to Bellicum's designated carrier or freight forwarder, in adequate packaging and ready for loading, on the Delivery Date (Delivery).

(b) Each shipment of Miltenyi Products will be picked up by Bellicum's designated carrier on the agreed delivery date(s) (each, a Delivery Date) confirmed by Miltenyi for the applicable Purchase Order in accordance with applicable Lead Time(s), during normal business hours (Monday to Friday, excluding statutory holidays) unless special arrangements are agreed to by Miltenyi in writing. Bellicum shall be responsible for all arrangements regarding loading, shipment, insurance from Miltenyi's Facility to the ultimate destination and import customs clearances at the destination country, except as otherwise agreed by the Parties in writing. Alternatively, upon Bellicum's written request, Miltenyi will make all necessary shipping arrangements on behalf of Bellicum with a carrier designated by Bellicum, on Bellicum's responsibility. Bellicum shall provide Miltenyi with a list of approved carriers. Bellicum also shall be responsible for all of the following costs and charges, as applicable: loading charges of the designated carrier, freight charges and other shipping expenses from Miltenyi's Facility to the ultimate destination, expenses for insurance of goods during transit, import customs clearances.

(c) Upon Delivery, Bellicum will cause its carrier to verify the gross and visually observable physical integrity of all Miltenyi Product packaging prior to loading and to acknowledge proper receipt of the Miltenyi Products by signing the relevant transport documentation.

(d) Miltenyi shall have the Miltenyi Products appropriately labelled with a traceable lot or batch number and packaged for shipping in commercial packaging materials in compliance with Agreed Standards, Miltenyi's standard procedures and, the applicable Quality Agreement.

(e) Quantities actually Delivered to Bellicum or Bellicum's designee pursuant to an accepted Purchase Order may not vary from the quantities reflected in such Purchase Order without Bellicums' prior written consent; provided, however, that if Bellicum so consents to a variance in quantities actually Delivered (as compared to quantities set forth in an accepted Purchase Order), Bellicum shall only be invoiced and required to pay for the quantities of Miltenyi Product that Miltenyi actually Delivered to Bellicum or Bellicum's designee. In the event that Bellicum consents to accept Delivery of less than the quantities of Miltenyi Product in an accepted Purchase Order, Miltenyi shall include, in the next shipment of Miltenyi Product to Bellicum, any quantities ordered pursuant to an accepted Purchase Order but not actually delivered on the designated Delivery date. If a delay in any such Delivery of Miltenyi Products exceeds ten (10) Days, then Bellicum may require a pro rata reduction in its then-current Monthly Forecast to account for such delay.

6.2 Title and Risk. Title and risk of loss or damage to Miltenyi Products shall pass to Bellicum as defined by Incoterm FCA (Incoterms 2010). Should any of the Delivered Miltenyi Products be damaged during transit to Bellicum or Bellicum's designee, then notwithstanding anything to the contrary in Section 5.4, a replacement order to replace such damaged Miltenyi Products shall be fulfilled, even if the volume limitations defined in Section 5.2 are exceeded, by Miltenyi in good faith and as soon as practicable (and such replacement order shall be considered a new Purchase Order during the applicable Firm Zone).

6.3 Partial Delivery. With Bellicum's specific prior written consent, Miltenyi may make partial shipment against Purchase Orders, to be separately invoiced with each shipment and paid for when due in accordance with this Agreement. For such partial shipments, Miltenyi will pay all shipment costs associated with such subsequent or additional shipments.

6.4 Minimum Guaranteed Shelf Life. Miltenyi shall ensure that, at the time of Delivery the remaining shelf life of each shipped Miltenyi Product shall be no less than the minimum shelf life set forth in Exhibit B as such Exhibit B Module may be amended from time to time by written notification of Miltenyi to Bellicum. As of the Effective Date the Minimum Guaranteed Shelf Life of certain Miltenyi Products is relatively short and thus requires Bellicum to perform a tight materials management (i.e. short-termed

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

ordering of such Miltenyi Products) regarding production planning of Bellicum Product. The Parties mutually agree to use their [...***...] to implement any back-office activities as necessary to implement a) an increased Minimum Guaranteed Shelf Life and/or b) improvements to material management and production planning to address the challenge in the previous sentence and the Parties agree to provide to each other reasonable assistance where practicable to implement such back-office changes as necessary, taking into account cost, resource and capacity requirements.

6.5 Certificates. Miltenyi shall include proper release certificates, certificates of compliance, and/or certificates of analysis with all shipments of Miltenyi Product, as applicable, in accordance with the requirements of the Quality Agreement.

6.6 Product Shortage. Miltenyi shall promptly notify Bellicum of any potential or anticipated shortfall in the manufacturing or inventory of any Miltenyi Product that may adversely affect the Delivery of such Miltenyi Product in accordance with Bellicum's forecast requirements and pending Purchase Orders therefor. If Miltenyi is unable to supply any Miltenyi Product subject to a pending Purchase Order for any reason, then the Parties shall, in good faith, seek to agree on a revised date (or dates) for Delivery and Miltenyi shall undertake prompt and diligent efforts to mitigate the adverse impact on Bellicum. In the case of a limited availability of any Miltenyi Product, in selling such Miltenyi Product, Miltenyi shall take into account the aggregate volume of Miltenyi Products purchased by Bellicum, and shall subject to reasonable ethical standards provide to Bellicum priority access to Miltenyi Product consistent with such Miltenyi Product purchase volumes and critical medical needs. If due to the fault or error of Miltenyi or a Third-Party supplier or Subcontractor of Miltenyi or Force Majeure, Miltenyi fails to deliver any Miltenyi Product in the quantities specified in Bellicum's Purchase Order, Miltenyi shall use all [...***...] that may be necessary in order to minimize the shortfall, and deliver the ordered Miltenyi Product as soon as possible. If Miltenyi fails to propose a reasonably acceptable plan for the Delivery or if the delay is more than thirty (30) days following the confirmed Delivery Date, Bellicum may, at its reasonable election and notwithstanding anything to the contrary in the Agreement, cancel the Purchase Order(s) without penalty.

6.7 Continuity of Supply.

(a) Contingent upon Bellicum's continued adherence to its obligations in accordance with this Agreement, including the Forecast obligations and Firm Zone Requirements pursuant to Sections 5.1 and 5.3 above, Miltenyi shall use [...***...] have and devote adequate manufacturing capacity to ensure continuous supply of Miltenyi Products to Belicum in accordance with the Forecasts during the Term, in accordance with the provisions of this Section 6.7. However, Miltenyi's compliance with this Section 6.7(a) shall not require Miltenyi to incur any significant expenses to purchase new equipment, to install equipment purchased or requested by Bellicum, or to add (or, for clarity, allocate or dedicate) additional manufacturing or storage capacity for the manufacturing and supply of Miltenyi Products to Bellicum hereunder.

(b) In the event that Miltenyi becomes aware that it will not be able, or is likely not to be able, to produce all of Bellicum's forecast requirements of Miltenyi Products from its primary facility located in Bergisch Gladbach, Germany, Miltenyi shall determine, at its option and expense, to establish additional or alternative manufacturing and supply capability for the Miltenyi Products by qualifying and maintaining one or more back-up manufacturing facilities at the premises of Miltenyi and/or any of its Affiliates (each, a Secondary Location). Use of a Secondary Location must be notified to Bellicum in writing in accordance with the Change Notification processes set forth in Section 3.2. Miltenyi shall use its best efforts to provide to Bellicum with a commercially reasonable number of samples of the Secondary Location Miltenyi Products (meaning such Miltenyi Products that are produced at such Secondary Location) for evaluation by Bellicum as soon as each such Secondary Location Miltenyi Product becomes available during the post-noficiation period. In the event that Miltenyi decides to qualify a Secondary Location for the supply of Miltenyi Products hereunder, it shall provide reasonable prior written notice thereof (not less than

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

six (6) months in advance) to Bellicum, including such details as Bellicum reasonably requires to assess the qualifications of such Secondary Location. Miltenyi shall have sole responsibility for all activities in connection with the setup and approval of the Secondary Location, including for establishing proof of product equivalence for Miltenyi Products produced at the Secondary Location, process and equipment validation and for filing all submissions or other correspondence with Miltenyi's applicable Regulatory Authorities in connection with the Secondary Location.

(c) In addition, Miltenyi may from time to time determine, in its sole discretion, to have one or more Miltenyi Products manufactured, assembled and/or supplied, in whole or in part, by a Subcontractor chosen by Miltenyi and reasonably acceptable to Bellicum. Miltenyi shall provide Bellicum with prior written notification of such Change in accordance with the applicable notification procedures as set forth in the Section Change Control and in the Quality Agreement, if applicable. Notwithstanding the foregoing, Miltenyi shall remain responsible for the fulfilment of its supply and other obligations hereunder with respect to any Miltenyi Product manufactured by Miltenyi's Subcontractor. Miltenyi shall be solely responsible for providing proof of product equivalence and for filing all submissions or other correspondence with the applicable governmental or regulatory authorities in connection with any decision to seek approval of a Third Party subcontractor site for the Miltenyi Products. Further, Miltenyi shall be solely responsible for all process and equipment validation required by the responsible Regulatory Authorities and the regulations thereunder and shall take all steps reasonably necessary to pass government inspection by such Regulatory Authorities

(d) In addition, the Parties shall from time to time discuss in good faith and mutually and reasonably agree upon (i) whether one or more Miltenyi Products require a minimum inventory to be held by Bellicum, and (ii) whether there shall be any type of Miltenyi Product that require a minimum inventory to be held by Miltenyi on behalf of Bellicum and under which terms and conditions such minimum inventory shall be reserved for Bellicum.

6.8 Continuity of Supply - Commercial Phase.

If a given Module involves supply of Miltenyi Products for Bellicum's Commercial Phase activities, Section 6.8(b) shall apply, provided that additional terms and conditions regarding continuity of supply for such Commercial Phase activities pursuant to such Module have been negotiated in good faith and mutually agreed upon in such Module. The Parties acknowledge that provisions in such Module relating to additional terms and conditions regarding such continuity of supply will depend on the specific Miltenyi Product(s) that are relevant to such Module, and further acknowledge that such provision(s) in such Module may be subject to the Parties' good faith negotiation and mutual agreement regarding additional terms and conditions relevant to minimum purchase requirements (if any) for Miltenyi Product(s) under a Module.

(a) Principal Terms.

(1) In the event of a Supply Failure (as defined below), Bellicum shall have the option to request Miltenyi to establish, as soon as reasonably feasible and at Miltenyi's sole cost and expense, a Secondary Location reasonably capable of making up the Supply Failure of the affected Miltenyi Product (the Affected Miltenyi Product), and if Miltenyi should either (i) notify Bellicum in writing that it is not willing and/or capable to establish a Secondary Location, or (ii) should not have established such Secondary Location and made up the Supply Failure within a reasonable period of time with regard to the Affected Miltenyi Product from receipt of Bellicum's written request therefore, then Bellicum shall, at Bellicum's sole cost and expense, have the right to select, qualify, and maintain an additional second source manufacturing facility as a back-up manufacturing facility for the Affected Miltenyi Products at the premises of a Third Party (the Second-Source Supplier). In the event that Bellicum elects to qualify a Second-Source Supplier for an Affected Miltenyi Product, it shall provide Miltenyi with prior written notice to Miltenyi including such details as Miltenyi reasonably requires to assess the qualifications of such Second-Source Supplier. Any such Second-Source Supplier shall be subject to the prior written consent of Miltenyi, which

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

shall not be unreasonably withheld, conditioned or delayed, except as necessary in Miltenyi's reasonable judgment to protect the bona fide and legitimate interests of Miltenyi in protecting its proprietary Intellectual Property Rights from misappropriation or misuse (e.g., by disclosure to a Miltenyi Competitor). If Miltenyi so withholds its consent, it shall propose alternative Second-Source Suppliers reasonably acceptable to both Miltenyi and Bellicum. If the Parties fail to identify a mutually acceptable Second-Source Supplier within thirty (30) days, Bellicum may proceed with an alternative Second-Source Supplier of its choice (however not a Miltenyi Competitor) without Miltenyi's consent.

(2) For purposes hereof, each of the following events shall be deemed a Supply Failure:

(i) if Miltenyi, using [...***...], fails to deliver to Bellicum at least [...***...]% (on a Miltenyi Product-by-Miltenyi Product basis) of an accepted Purchase Order of Miltenyi Product placed by Bellicum in accordance with the relevant binding Forecast within a reasonable period of time after the agreed Delivery Date therefor (whether by reason of Force Majeure or otherwise) more than twice during any Calendar Year; provided, however, that any of the foregoing events shall not be considered a Supply Failure to the extent that it results from:

(x) an act or omission of Bellicum, including any specific written instructions or requirements issued by Bellicum, including an Bellicum- Requested Change; or

(y) the failure or delay on the part of any supplier of materials designated and required by Bellicum or any other Subcontractor designated and required by Bellicum; or

(z) a Required Change or other change in any material requirement relating to the development, manufacturing, packaging and shipping of Miltenyi Product at Miltenyi's facility required by Applicable Laws, or the imposition of any other condition with respect to the Miltenyi Product by any governmental body or agency, or Regulatory Authority, based on Applicable Laws, or an event of Force Majeure, unless Miltenyi fails to use [...***...] to remedy the failure, inability, or delay within a reasonable period of time. In the event of the foregoing failures, inabilities, or delays, the Parties shall meet and discuss in good faith how to remedy the situation.

(ii) If Miltenyi fails to Deliver to Bellicum at least [...***...]% (on a Miltenyi Product-by-Miltenyi Product basis) of an accepted Purchase Order, then for that Miltenyi Product affected by such failed Delivery, the next step in the Discount scheme set forth in Exhibit F shall be applied to such Miltenyi Product during the following two (2) Calendar Quarters (and a repeated failure shall result in further step in the Discount scheme being applied in like manner).

(3) In the event that Bellicum selects a Second-Source Supplier over Miltenyi's reasonable objection, Miltenyi shall not be responsible to Bellicum for the performance of the said Second-Source Supplier. Any such Second-Source Supplier shall, as a condition of qualification, provide reasonable and customary undertakings to Miltenyi related to the protection of Miltenyi's Confidential Information. Bellicum shall be primarily responsible, with Miltenyi's reasonable cooperation and assistance, for providing proof of product equivalence and for filing all submissions or other correspondence with the applicable governmental or regulatory authorities in connection with any decision to seek approval of a manufacturing facility as Second-Source Supplier for Affected Miltenyi Product. Further, Bellicum shall be primarily responsible, with Miltenyi's reasonable assistance, for all process and equipment validation

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

required by the responsible Regulatory Authorities and the regulations thereunder and shall take all steps reasonably necessary to pass government inspection by such Regulatory Authorities.

(4) In the event of a Supply Failure, Miltenyi shall grant Bellicum's Second-Source Supplier a limited, non-exclusive, non-transferable, one-site production license, without the right to sublicense, under Miltenyi's Intellectual Property Rights solely to the extent reasonably necessary to manufacture the Affected Miltenyi Product for the Permitted Use by Bellicum at Bellicum's cost. For the avoidance of doubt, a Second-Source Supplier's license under this subsection shall not permit the manufacture of any Miltenyi Product that is not subject to Supply Failure. A Second-Source Supplier's license hereunder shall subsist until such time as Miltenyi and Bellicum reach agreement on alternative license and/or supply arrangements which shall, inter alia, take into consideration: (i) Miltenyi's interest in regaining control over the manufacture of Miltenyi Products, (ii) Bellicum's interest in securing continuity of supply of the Affected Miltenyi Product(s), (iii) the costs incurred by Bellicum in establishing the Second-Source Supplier to rectify the applicable Supply Failure, (iv) the avoidance of potential adverse effects (supply disruption) that may result from the transfer of manufacturing back to Miltenyi, and (v) the appropriate sharing of costs resulting from the Supply Failure.

(5) In furtherance of the Second-Source Supplier's license grant pursuant to subsection (4) above, Miltenyi shall, to the extent reasonably necessary:

(i) provide the Second-Source Supplier, subject to a non-disclosure agreement on terms no less restrictive than those set forth herein, with prompt access to the documentation, protocols, assays, SOPs, materials, including biological materials, and other know-how and information constituting the manufacturing process of the Affected Miltenyi Product(s);

(ii) assist the Second-Source Supplier with the working up and use of Miltenyi's technology, including providing a reasonable level of technical assistance and consultation;

(iii) provide the Second-Source Supplier with additional disclosures of information and technical assistance and consultation as necessary to keep the Second-Source Supplier informed of the then-current Miltenyi Intellectual Property Rights and the then-current manufacturing process(es) for the Affected Miltenyi Product(s); and

(iv) provide such other assistance to Bellicum and the Second-Source Supplier as may be reasonably required to give effect to such license.

(6) Unless Miltenyi is in material breach, Bellicum will pay for work requested by Bellicum and conducted by or on behalf of Miltenyi, and reimburse Miltenyi for all reasonable and necessary costs and expenses incurred by Miltenyi, in establishing and maintaining Bellicum's Second-Source Supplier for an Affected Miltenyi Product.

ARTICLE 7 ACCEPTANCE AND REJECTION.

7.1 Acceptance Testing. Bellicum or (for Miltenyi Product purchased by Bellicum but shipped directly to a Bellicum's Affiliate, Subcontractor, or Licensee) Bellicum's designated recipient of the

shipment of Miltenyi Product will promptly upon Delivery visually inspect each shipment of Miltenyi Product delivered hereunder to (i) determine whether such Miltenyi Product is damaged and (ii) verify that the quantity of Miltenyi Product delivered conforms with the Purchase Order and other applicable documentation. Further, Bellicum shall have a period of [...***...] days from the date of Delivery to

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

perform, or have its Affiliate, Subcontractor, or Licensee (as the case may be) perform, incoming quality assurance testing on each shipment of Miltenyi Product in accordance with the Bellicum-approved quality control testing procedures as set forth in the Product Specifications or the Quality Agreement, as applicable (the Testing Methods), to verify conformance with the Product Specifications. For the avoidance of doubt, Bellicum shall have no obligation under this Section 7.1 to inspect or test the contents of the Miltenyi Products other than as in accordance with the agreed Testing Methods, save as prescribed by Applicable Laws.

7.2 Rejection. Bellicum or its designee shall have the right to reject any shipment of Miltenyi Products that does not conform with the applicable Miltenyi Product Warranty at the time of Delivery when tested in accordance with the Testing Methods (each, a Rejected Product). Except in the case of latent defects as described in Section 7.3, each shipment of Miltenyi Products shall be deemed accepted by Bellicum if Bellicum or its designated recipient of the shipment does not provide Miltenyi with written notice of rejection (a Rejection Notice) within [...***...] days from the date of receipt of the relevant shipment of Miltenyi Product, describing the reasons for the rejection and the non-conforming characteristics of such Rejected Product in reasonable detail. Once a Delivery of Miltenyi Products is accepted or deemed accepted hereunder, Bellicum shall have no recourse against Miltenyi in the event any such Miltenyi Product is subsequently deemed unsuitable for use for any reason, except for Miltenyi Product that does not conform to the Miltenyi Product Warranty after said 30-day period due to a latent defect in the Miltenyi Product that could not be detected through the performance of the Testing Methods.

7.3 Latent Defects. Bellicum shall have the further right to reject such quantities of Miltenyi Product accepted or deemed accepted pursuant to Section 7.2 above by providing a Rejection Notice on the grounds that all or part of the shipment fails to comply with the Miltenyi Product Warranty to the extent such non-conformance could not have reasonably been determined by visual inspection or incoming quality assurance testing in accordance with Section 7.1, provided that the applicable shelf-life of the Miltenyi Product has not expired and such non-conformance is unrelated to the shipping or storage of the Miltenyi Product after Delivery. The rejection provisions of Section 7.2 above shall apply. Notification to Miltenyi by Bellicum must occur within [...***...] days after Bellicum or Bellicum's designated recipient of the shipment becomes aware or reasonably should have become aware that the Miltenyi Product fails to comply with the Miltenyi Product Warranty.

7.4 Confirmation. After its receipt of a Rejection Notice from Bellicum or its designee pursuant to Section 7.2, Miltenyi shall notify Bellicum in writing as soon as reasonably practical whether or not it accepts Bellicum's basis for rejection, and Bellicum shall reasonably cooperate with Miltenyi in determining in good faith whether such rejection was necessary or justified. Upon Miltenyi's reasonable request, Bellicum shall provide, or cause its designees to provide, (i) evidence of appropriate transport, storage and handling for any Rejected Product in accordance with the storage and handling instructions set forth in the applicable Product Specifications; and (ii) reasonable testing data demonstrating that the Miltenyi Product in question does not conform to the Miltenyi Product Warranty. If the Parties are unable to agree as to whether a shipment of Miltenyi Products supplied by Miltenyi hereunder conforms to the applicable Miltenyi Product Warranty, such question shall be submitted to an independent quality control laboratory mutually agreed upon by the Parties. The findings of such independent quality control laboratory shall be binding upon the Parties. The cost of the independent quality control laboratory shall be borne by the Party whose results are shown by such laboratory to have been incorrect.

7.5 Return or Destruction of Rejected Products. Bellicum may not return or destroy any batch of Miltenyi Products until it receives written notification from Miltenyi that Miltenyi does not dispute that such batch fails to conform to the applicable Miltenyi Product Warranty. Miltenyi will indicate in its notice either that Bellicum is authorized to destroy the rejected batch of Miltenyi Products, or that Miltenyi requires return of the rejected Miltenyi Products. Upon written authorization from Miltenyi to do so, Bellicum shall promptly destroy the rejected batch of Miltenyi Products and provide Miltenyi with written certification of

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

such destruction. Upon receipt of Miltenyi's request for return, Bellicum shall promptly return the rejected batch of Miltenyi Products to Miltenyi. In each case, Miltenyi will reimburse Bellicum for the documented, reasonable costs associated with the destruction or return of the rejected Miltenyi Products.

7.6 Replacement or Refund. Bellicum shall not be required to pay any invoice with respect to any shipment of Miltenyi Products properly rejected pursuant to this Section 7.2. Notwithstanding the foregoing, Bellicum shall be obligated to pay in full for any rejected shipment of Miltenyi Products that is not returned or destroyed in accordance with Section 7.5 above, and that is subsequently determined to conform to the applicable Miltenyi Product Warranty, irrespective of whether Bellicum has already paid Miltenyi for a replacement shipment (but in such event, the replacement shipment will be Delivered to Bellicum and will be included in Bellicum's Minimum Purchases). If Bellicum pays in full for a shipment of Miltenyi Products and subsequently properly rejects such shipment in accordance with Section 7.2, Bellicum shall be entitled, upon confirmation that such shipment failed to conform to the applicable Miltenyi Product Warranty, either, at Bellicum's option: (i) to a refund or credit equal to the Product Price paid with respect to such rejected shipment (including without limitation, taxes paid and shipping expenses); or (ii) to require Miltenyi to promptly replace and Deliver to Bellicum an amount of Miltenyi Products that conforms to the requirements of this Agreement at no additional cost to Bellicum. Bellicum acknowledges and agrees that Bellicum's rights to a refund or credit for, or to receive replacement of, properly rejected shipments of Miltenyi Products hereunder shall be Bellicum's sole and exclusive remedy, and Miltenyi's sole obligation, with respect to non-conforming Miltenyi Products delivered hereunder.

7.7 Exceptions. Bellicum's rights of rejection, return, refund and replacement set forth in this Article 7 shall not apply to any Miltenyi Product that is non-conforming due to damage (i) caused by Bellicum, its Affiliates, Subcontractors, or Licensees or their respective employees or agents, including but not limited to, misuse, neglect, improper storage, transportation or use beyond any dating provided, or (ii) that occurs after Delivery of such Miltenyi Product in accordance with this Agreement, including any damage caused thereafter by accident, fire or other hazard, and Miltenyi shall have no liability or responsibility to Bellicum with respect thereto.

ARTICLE 8 FINANCIAL TERMS

8.1 Upfront Payment. Following execution of this Agreement and within [...***...] days of Bellicum's receipt of an invoice therefor, and as consideration for (i) the right to use certain Miltenyi Products for human use, including the right to cross-reference to the Master File(s) and Miltenyi's additional filings in connection with such Master File(s) as described in Article 4; (ii) Miltenyi's obligation to supply certain Miltenyi Products for human clinical trials and commercialized human use; and (iii) Miltenyi's support of Bellicum's development and commercialization efforts regarding Bellicum Products, Bellicum will pay to Miltenyi a non-refundable upfront fee in the aggregate amount of two million Euro (€2,000,000) (the Upfront Fee). The Upfront Fee will be paid in installments, as follows: (a) a first installment of [...***...] Euro (€[...***...]), to be invoiced by Miltenyi following execution of this Agreement; (b) a second installment of [...***...] Euro (€[...***...]), to be invoiced by Miltenyi following the first anniversary of the Effective Date.

8.2 Milestone Payments. For each particular Bellicum Product, Bellicum will pay to Miltenyi [...***...], one-time only milestone payments of [...***...] Euro (€[...***...]) each, [...***...] milestone payment corresponding to [...***...], and [...***...] milestone payment corresponding to [...***...], or [...***...], whatever comes earlier, respectively, of such Bellicum Product, as set forth in such Bellicum Product's or Bellicum Program corresponding Module(s).

8.3 Third Party Fees and Royalties. Bellicum will reimburse Miltenyi for Third Party royalties and/or license fees, if any, owed by Miltenyi under Third Party license agreements existing as of the Effective Date as set forth on Exhibit D solely to the extent Miltenyi's exercise of rights under such licenses is required

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

to supply Miltenyi Product to Bellicum under this Agreement for the Permitted Use; and further provided that amounts owed under such Third Party license agreements have not otherwise been passed through to Bellicum and are actually paid by Miltenyi to Miltenyi's licensor(s). Bellicum acknowledges that the potential volume of such Third Party royalties and/or license fees under applicable Third Party license agreements will be as set forth on Exhibit D, as updated from time to time by Miltenyi. If, during the Term of this Agreement, the Parties mutually agree to obtain additional Third Party licenses to enable the Permitted Use of Miltenyi Products by Bellicum, its Affiliates, Subcontractors, and/or Licensees under this Agreement, and such additional licenses give rise to Third Party royalties and/or license fees with respect to Bellicum's use of Miltenyi Products under this Agreement, then the Parties will negotiate in good faith which Party(ies) is/are responsible for payment of such Third Party royalties and/or license fees. Miltenyi, acting reasonably, reserves the right to defer the inclusion of additional Miltenyi Products in Exhibit B hereto until the Parties have reached agreement on this matter.

8.4 Pricing

(a) Product Price. In consideration of the supply and Delivery of Miltenyi Products under and in accordance with this Agreement, Miltenyi agrees to sell and Deliver and Bellicum agrees to purchase Miltenyi Products under and in accordance with this Agreement at the Purchase Price listed for each unit of a Miltenyi Product set forth on Exhibit E (the Product Price).

(b) Tiered Pricing. Bellicum shall be entitled to a reduction of the Product Prices set forth in Exhibit F (collectively, the Discounts). The Discount, as applicable to a particular Miltenyi Product in a Calendar Year, shall be based on Bellicum's and its Subcontractors' and Licensees' consolidated volume purchases of such Miltenyi Product in a Calendar Year. Within the first Calendar Year, Miltenyi shall analyze Bellicum's and its Subcontractors' and Licensees' purchases of Miltenyi Products at the end of each Calendar Quarter; if such purchases for a particular Miltenyi Product exceed the volume threshold of the then applicable Discount (based on binding and firm Purchase Orders received by Miltenyi in that Calendar Quarter), then, in the following Calendar Quarter, for all Purchase Orders regarding such Miltenyi Product, the corresponding higher Discount level in accordance with the volume thresholds as defined in Exhibit F shall apply. Subject to Bellicum reaching the Minimum Purchase requirements in accordcance with Section 5.6 in a Calendar Year, for the subsequent Calandar Year, the Discount applicable for the first Discount volume threshold shall apply, beginning from the first Miltenyi Product ordered by Bellicum under this Agreement during such subsequent Calendar Year.

(c) Purchase Price Adjustments. Miltenyi shall be entitled to modify the Purchase Price for any Miltenyi Product as set forth in Section 8.3(a) above and Exhibit E on or after the commencement of each Calendar Year during the Term after Contract Year 1 in accordance with this Section 8.4(c), provided that there shall not be more than one (1) Purchase Price increase with respect to the same Miltenyi Product in any given Contract Year during the Term. In case, after application of the applicable Discount, any Purchase Price increases [...***...] percent ([...***...]%) annually, then the Parties shall consult each other, negotiate in good faith and agree in writing upon an adaptation of the applicable Discount to stay within the capping of a [...***...] percent ([...***...]%) increase, except for cases when such Purchase Price increase is the result of a documented increase of more than [...***...] ([...***...]%) in the cost of any raw materials, packaging and/or other components used in the manufacture of Miltenyi Product and Miltenyi, at Bellicum's request, has provided reasonable documentation evidencing such changes in production costs. It is however expressly agreed between the Parties that the adjusted Purchase Price charged to Bellicum for Miltenyi Product supplied hereunder shall in no event exceed Miltenyi's then-current list prices for such Miltenyi Product as in effect in the country of destination or use of the applicable Miltenyi Product, as published from time to time in Miltenyi's applicable product catalogue.

(d) Product Price Adjustments resulting from Changes. The Parties acknowledge and agree that the limitations on Product Price increases set forth in Section 8.3(c) above shall not apply to

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

Product Price adjustments resulting from a Required Change or a Bellicum-Requested Change pursuant to Section 3.2(d) hereof.

8.5 Payment Terms. The payment terms for all payments made by Bellicum for purchased Miltenyi Products shall be as follows:

(a) Except as otherwise provided herein, all undisputed and properly due payments are payable within [...***...] days of Bellicum's receipt of each invoice corresponding to a shipment of Miltenyi Products by Miltenyi, such invoices to be issued by Miltenyi or the applicable Miltenyi Affiliate in the Forecast Territory.

(b) Bellicum shall make all payments by wire transfer or electronic fund transfer in immediately available funds to an account designated by Miltenyi or its local Affiliate in the Forecast Territory, as applicable. All payments by Bellicum to Miltenyi or its Affiliate (as the case may be) under this Agreement shall be made in the local currency that applies to the Miltenyi company that is assigned to fulfill the respective Purchase Order for Miltenyi Products.

(c) All sums payable by Bellicum under this Agreement are stated exclusive of sales tax and VAT.

(d) Without prejudice to any other right or remedy available to Miltenyi, Miltenyi reserves the right to assess a late fee equal to [...***...] percent ([...***...]%) per month, or if lower, the maximum amount permitted by Applicable Law, on all undisputed and properly due amounts not paid by Bellicum when due. Bellicum acknowledges that failure by Bellicum to comply with its payment obligations in this Article 8 shall constitute a material breach.

(e) Except as expressly provided herein, Bellicum shall not exercise any right of setoff, net-out or deduction, take any credit, or otherwise reduce the balance owed to Miltenyi with respect to any payments under this Agreement, unless the Parties otherwise agree or until Bellicum has obtained a final and non-appealable judgment against Miltenyi in the amount asserted by Bellicum.

8.6 Taxes. All payments made under this Agreement shall be free and clear of any and all taxes, duties, levies, fees or other charges, except for withholding taxes. Each Party shall be entitled to deduct from its payment to the other Party under this Agreement the amount of any withholding taxes required to be withheld, to the extent paid to the appropriate governmental authority on behalf of the other Party (and not refunded or reimbursed). Each Party shall deliver to the other Party, upon request, proof of payment of all such withholding taxes. Each Party shall provide reasonable assistance to the other Party in seeking any benefits available to such Party with respect to government tax withholdings by any relevant law, regulation or double tax treaty.

8.7 Right to Suspend. Without prejudice to any other right or remedy available to Miltenyi, Miltenyi shall have the right to suspend its performance under this Agreement if and to the extent Bellicum materially fails to perform its payment obligations under this Agreement and fails to cure such failure within five Business Days after confirmed receipt of a notice of breach from Miltenyi. For the avoidance of doubt, the failure by Bellicum to make timely payments of any material, undisputed amount that is properly due Miltenyi under this Agreement shall constitute a material failure of Bellicum to perform its payment obligations under this Agreement. Without prejudice to any other right or remedy available to Bellicum, Bellicum shall have the right to suspend payment under this Agreement if and to the extent Miltenyi materially fails to perform its obligations under this Agreement.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

ARTICLE 9 INSPECTION

9.1 Facility Audits. Upon commercially reasonable notice (to be provided not less than [...***...] days in advance) and during Miltenyi's normal business hours, but not more often than once every [...***...] months, except for cause, during the Term of this Agreement, Bellicum or Bellicum's Licensees duly authorized agents, representatives or designees may inspect those portions of Miltenyi's Facilities that are used to manufacture, store or conduct testing of Miltenyi Products to determine compliance with Agreed Standards, Applicable Laws and the applicable Quality Agreement. Such representatives shall comply with the applicable rules and regulations for workers at such Facilities and shall enter into reasonable confidentiality and non-use agreements if so requested by Miltenyi, as a representative of Bellicum or such Licensee (and not in an individual capacity). All audits shall be conducted in a manner that is intended to minimize disruption to the operations at such Facilities. Miltenyi shall promptly address and correct any deviations from Agreed Standards, Applicable Laws and/or the provisions of the applicable Quality Agreement identified in connection with such inspections.

9.2 Exempt Documentation. Miltenyi reserves the right, at its sole discretion, to exempt certain documentation from such audit described in Section 9.1 if and to the extent this is reasonably required in order to protect Miltenyi's trade secrets in Miltenyi Technology and/or other Miltenyi Intellectual Property Rights or Third Party Intellectual Property rights. If such exemption will have a material impact on the scope of a representative's inspection, the Parties will discuss in good faith other means to provide sufficient information to such representative.

9.3 Inspection by Regulatory Authority. Miltenyi shall permit inspections of the Miltenyi Facility by Regulatory Authorities and shall respond to any notices or requests for information by Regulatory Authorities for any import or export license, registration or pending registration for manufacturing of Miltenyi Products during the Term of the Agreement. Miltenyi shall permit representatives of any applicable Regulatory Authority to access, at any reasonable time during normal business hours, any and all relevant records and information, personnel and facilities. To the extent that a Regulatory Authority raises any quality issue during or following a Regulatory Authority inspection that would Bellicumbe reasonably likely to adversely affect the suitability of the Miltenyi Products for any Permitted Use, Miltenyi shall promptly advise Bellicum in writing of such issue. The Parties will promptly give written notice to each other in advance of any scheduled inspection of Miltenyi's Facility by a Regulatory Authority.

9.4 Cost of Audits and Inspections. If Bellicum or or Bellicum's Licensees conduct a Facility audit or inspection more than [...***...] in a [...***...] month period, and such additional audits are not for cause audits, then Bellicum and its Licensees (as applicable) shall reimburse Miltenyi for all reasonable out-of-pocket expenses reasonably incurred by Miltenyi as a direct result of Facility audits and/or inspections pursuant to Sections 9.1and 9.3 solely to the extent that they relate to the review of a Bellicum Product. For clarity, Bellicum shall not be liable, in any event, for any costs and expenses incurred by Miltenyi to correct deficiencies of Miltenyi manufacturing procedures in order to comply with: 1) Agreed Standards, Applicable Laws, the applicable Quality Agreement and Product Specifications; 2) inspection of a Miltenyi Product in general; and 3) inspection of a Third Party product.

ARTICLE 10 INTELLECTUAL PROPERTY

10.1 Existing Intellectual Property. Except as the Parties may otherwise expressly agree in writing, each Party shall continue to own all rights, including all Intellectual Property Rights, in and title to its Technology existing as of the Effective Date or developed during the Term but outside the scope of this Agreement, without conferring any interests therein on the other Party. Without limiting the generality of the preceding sentence, as between the Parties, the Parties acknowledge and agree that (i) Miltenyi owns and shall continue to own all rights (including all Intellectual Property Rights) in the Miltenyi Technology included in the Miltenyi Products supplied to Bellicum, and Bellicum shall not acquire any right, interest in or title to the Miltenyi Technology by virtue of this Agreement or otherwise, and (ii) Bellicum owns or

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

controls and shall continue to own and control all rights (including all Intellectual Property Rights) in the Bellicum Technology and Bellicum Products (and any Intellectual Property rights thereof), and Miltenyi shall not acquire any right, interest in or title to the Bellicum Technology and Bellicum Products (and any Intellectual Property rights thereof) by virtue of this Agreement or otherwise.

10.2 Limited License. Miltenyi hereby grants to Bellicum, subject to all the terms and conditions of this Agreement, a limited non-exclusive right and license under the Miltenyi Technology incorporated or embodied in the Miltenyi Products supplied hereunder), solely to use such Miltenyi Products for the Permitted Use. The foregoing license shall be sub-licensable through multiple tiers to Licensees of Bellicum and to Bellicum's and its Licensees' respective Subcontractors (but not to Miltenyi Competitors) solely in conjunction with the use of such Miltenyi Products for the Permitted Use, provided however that Subcontractors shall not have the right to grant sublicenses under Miltenyi Technology). For the avoidance of doubt, the license granted to Bellicum under this Section 10.2 conveys no right to Bellicum, its Subcontractors or Licensees to use Miltenyi Technology to make, have made, import, have imported, offer for sale and/or sell any Miltenyi Product.

10.3 Notification. Miltenyi will promptly notify Bellicum in writing of Miltenyi's receipt of any written claim or demand from any Third Party alleging that the practice of Miltenyi Technology infringes such Third Party's Intellectual Property Rights, or Miltenyi's receipt of written notice of the initiation of any legal action or other legal proceeding by any Third Party alleging that the practice of Miltenyi Technology infringes such Third Party's Intellectual Property Rights.

10.4 Disclaimer. Except as otherwise expressly provided herein, nothing contained in this Agreement shall be construed or interpreted, either expressly or by implication, estoppel 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 portion of its Technology or Intellectual Property Rights, or (ii) creating an obligation on the part of either Party to make any such grant, transfer or other conveyance.

ARTICLE 11 WARRANTIES

11.1 Miltenyi Product Warranty. Subject to Section 11.4 below, Miltenyi warrants and represents and covenants to Bellicum that Miltenyi Product Delivered hereunder will:

(1) be manufactured, tested and Devilvered by Miltenyi in accordance with all applicable marketing approvals (if any), Agreed Standards, the terms of this Agreement and other Applicable Laws applicable at the place of manufacture to the manufacture, testing, and Delivery of Miltenyi Products by Miltenyi;

(2) conform to Product Specifications at the time of Delivery;

(3) meet quality and purity characteristics that Miltenyi purports or represents that such Miltenyi Product possesses through its assigned expiry date (shelf life);

(4) be supplied under a quality system in accordance and compliance with the Quality Agreement,

(5) not be adulterated or mislabeled under Applicable Laws, and

(6) at the time of Delivery, be delivered with full title and be free and clear of any lien or encumbrance

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

(collectively, the Miltenyi Product Warranty). Bellicum's remedies and Miltenyi liability with respect to this Miltenyi Product Warranty are set forth in Section 7.6 and as otherwise expressly set forth in this Agreement.

11.2 Additional Miltenyi Representations, Warranties, and Covenants. Miltenyi further represents and warrants and covenants to Bellicum that:

(1) Miltenyi and its Affiliates and Subcontractors have the scientific, technical and other requisite competencies, and full right and power to perform the obligations set forth in this Agreement, and Miltenyi covenants that during the Term of this Agreement it will not enter into any obligation owed to a Third Party that would materially impair Miltenyi's ability to perform its obligations under this Agreement (including Miltenyi's obligation to supply Miltenyi Products to Bellicum);

(2) To Miltenyi's knowledge and after due inquiry, on the Effective Date, Miltenyi owns all right, title, and interest in and to, or otherwise possesses all necessary rights and licenses under, the Miltenyi Technology and the Miltenyi Intellectual Property Rights, to perform its obligations under this Agreement;

(3) As of the Effective Date, Miltenyi has not received any written communication from any Third Party alleging that the manufacture, use, sale, offer for sale or import of any Miltenyi Product infringes any Third Party patent or misappropriates any other Third Party Intellectual Property Rights; and

(4) To Miltenyi's knowledge on the Effective Date, except with respect to the agreements listed on Exhibit D hereto there are no agreements between Miltenyi and a Third Party that would impose any payment obligation on Bellicum with respect to the use of Miltenyi Product in connection with the manufacture, use or sale of any Bellicum Product, or any Bellicum use within the Permitted Use.

11.3 Bellicum Representations, Warranties, and Covenants. Bellicum represents, warrants and covenants to Miltenyi that:

(1) Bellicum has the scientific, technical and other requisite competencies to determine the suitability of each Miltenyi Product purchased hereunder for the use to which Bellicum will put such Miltenyi Product;

(2) As of the Effective Date, the Product Specifications are adequate to confirm the suitability of the Miltenyi Product (including its packaging and labelling) for the uses to which such Miltenyi Product will be put by Bellicum;

(3) Bellicum will perform, and will cause its Subcontractors and Licensees to perform, sufficient incoming inspection of each supplied Miltenyi Product to comply with its obligations under this Agreement and under all Applicable Laws; and

(4) Bellicum shall manufacture (and require and ensure that any Subcontractor or Licensee will manufacture) Bellicum Products using appropriate standards of care and quality in accordance with Applicable Laws and all requirements of Regulatory Authorities applicable to such manufacture; and

(5) Bellicum shall use, and will cause its Subcontractors and Licensees to use, Miltenyi Products in accordance with all Applicable Laws and all requirements of Regulatory Authorities applicable to such use.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

11.4 Disclaimer.

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR USE, NON- INFRINGEMENT, VALIDITY AND ENFORCEABILITY OF PATENTS, OR THE PROSPECTS OR LIKELIHOOD OF DEVELOPMENT OR COMMERCIAL SUCCESS OF PRODUCT.

(b) Notwithstanding the generality of clause (a) above, Miltenyi hereby expressly disclaims any warranty that (i) the Miltenyi Products will be suitable for the development or manufacturing of a Bellicum Product, or (ii) Bellicum's intended use of the Miltenyi Products for the development or manufacturing of Bellicum Product will be approved by any Regulatory Authority, or (iii) the Miltenyi Products will otherwise be suitable in any respect for a Permitted Use or be commercially exploitable or profitable.

(c) In no event shall Miltenyi or its Affiliates be responsible or liable for any non-conformance or other defects in the Miltenyi Product(s), including any non-conformance with the warranties in Section 11.1 and 11.2, to the extent resulting from improper use, handling, storage, transportation, or disposal of the Miltenyi Product(s) after Delivery thereof (including without limitation failure to use the Miltenyi Product(s) in accordance with the terms of this Agreement or the Product Specifications), accident, or from any other cause not attributable to defective workmanship or failure to meet the Miltenyi Product Warranty on the part of Miltenyi or its Affiliates.

(d) Miltenyi's warranty under Section 11.2 does not relate to the potential uses of Miltenyi Products by Bellicum, its Subcontractors or Licensees in relation to Third Party rights, even if foreseeable. Bellicum acknowledges that there may be proprietary rights owned by Third Parties that may be necessary or desirable for the use of Miltenyi Products in connection with processes for the production and/or use of Bellicum Products, and Bellicum agrees that (i) securing access to such Third Party rights regarding such use of Miltenyi Products in the manufacture or use of a Bellicum Product is Bellicum's responsibility, and (ii) neither Miltenyi nor any of its Affiliates has any responsibility or liability with respect to any such Third Party proprietary rights regarding such use of Miltenyi Products in the manufacture or use of a Bellicum Product.

11.5 Remedies.

(a) Miltenyi's sole obligation, and Bellicum's sole and exclusive remedy for breach of the Miltenyi Product Warranty in Section 11.1, shall be as set forth in Article 7, including replacement or refund in accordance with Section 7.6, provided that Miltenyi shall pay reasonable return freight and shipping charges.

(b) In the event of breach of Miltenyi's warranties in Section 11.2 due to an actual or alleged infringement of a Third Party's Intellectual Property Rights due to Miltenyi's manufacture or sale, or Bellicum's import, export or use of any Miltenyi Product, Miltenyi shall at its option use [...***...] to either promptly and diligently negotiate a license from such Third Party at its own expense (including the payment due to the Third Party for such license) or modify the relevant Miltenyi Product(s) so that the supplied Miltenyi Product(s) are no longer infringing but have equivalent functionality. If Miltenyi fails to negotiate such license or modify the applicable Miltenyi Product, and to the extent Bellicum reasonably determines, following consultation with Miltenyi, that it is obligated to take a royalty-bearing license under any Third Party Intellectual Property Rights in order to avoid infringement of such Third Party Intellectual Property Rights with respect to the use of the applicable Miltenyi Product, then Bellicum shall have the right to offset any payment actually made to the Third Party for such license in any Contract Year against any Product Price payable to Miltenyi for the applicable Miltenyi Product in the same

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

Contract Year (on a Miltenyi Product-by-Miltenyi Product basis), under the proviso that Bellicum provides Miltenyi with reasonably satisfactory evidence of such Third Party royalties payment. The total amount of any reduction(s) pursuant to this Section 11.5(b) shall in no event exceed [...***...] percent ([...***...]%) of the Product Price payable for the applicable Miltenyi Product in that Contract Year (with the right to carry forward any unused offset).

(c) The foregoing shall be Bellicum's sole and exclusive remedy and Miltenyi's sole obligation with respect to claims that any Miltenyi Product fails to comply with the Miltenyi Product Warranty or the warranties in Section 11.2. Miltenyi will not in any event be liable for increased manufacturing costs, downtime costs, purchase of substitute products, lost profits, revenue, or goodwill, or any other indirect incidental, special, or consequential damages caused by a breach of the Miltenyi Product Warranty or the warranties in Section 11.2.

ARTICLE 12 LIMITATION OF LIABILITY

12.1 Limitation of Liability. Except for liability for (i) breach of the confidentiality obligations described in Article 14, (ii) misappropriation or infringement by a Party of the other Party's Intellectual Property Rights, or (iii) gross negligence or willful misconduct:

(a) IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING ERRORS OR OMISSIONS OR BREACH OF WARRANTY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

(b) EACH PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT AND ACTUAL DAMAGES. IN NO ONE EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES OR LOSSES UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF THE PRODUCT PRICES PAID BY BELLICUM FOR THE MILTENYI PRODUCT(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; AND FURTHER PROVIDED THAT SUCH AGGREGATE LIABILITY DURING SUCH PERIOD ALSO SHALL NOT EXCEED THE AMOUNT OF SUCH PARTY'S INSURANCE COVERAGE FOR SUCH AGGREGATE LIABILITY.

12.2 No Liability for Clinical Trials. Bellicum shall have sole responsibility that any Bellicum Product is safe for human use, and Bellicum hereby assumes sole risk and liability arising out of or in connection with the use of Bellicum Products in clinical trials by or on behalf of Bellicum or commercialization of Bellicum Products (including product liability with respect thereto).

ARTICLE 13 INDEMNIFICATION; INSURANCE

13.1 Indemnification by Miltenyi. Miltenyi will save, defend and hold harmless Bellicum, its Licensees and Subcontractors and their respective officers, directors, employees, consultants and agents (collectively, Bellicum Indemnitees) from and against any and all liability, damage, loss or expense (collectively, Losses) to which any such Bellicum Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise out of: (i) the material breach by Miltenyi of any representation, warranty, covenant or agreement made by it under this Agreement; or (ii) the gross negligence or willful misconduct of any Miltenyi Indemnitee (as defined below); except, in each case, to the extent that such Losses result from the material breach by Bellicum of any representation, warranty, covenant or agreement made by it under this Agreement or the gross negligence or willful misconduct of any Bellicum Indemnitee. In the event Bellicum seeks indemnification under this Section

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

13.1, Bellicum shall (a) notify Miltenyi in writing of such Third Party claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Miltenyi is not contesting the indemnity obligation, permit Miltenyi to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), provided further that Miltenyi shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Section 13.1, and (c) cooperate as requested (at Miltenyi's expense) in the defense of the claim; but provided always that Miltenyi may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of an authorized representative of Bellicum.

13.2 Indemnification by Bellicum. Bellicum will save, defend and hold harmless Miltenyi, its Affiliates, Subcontractors, officers, directors, employees, consultants and agents (collectively, Miltenyi Indemnitees) from and against any and all Losses to which any such Miltenyi Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise out of: (i) the material breach by Bellicum of any representation, warranty, covenant or agreement made by it under this Agreement; (ii) the gross negligence or willful misconduct of any Bellicum Indemnitee (as defined above); or (iii) the development, manufacture, use, handling, storage, sale or other disposition of any Bellicum Product by or on behalf of Bellicum; except, in each case, to the extent such Losses result from the material breach by Miltenyi of any representation, warranty, covenant or agreement made by it under this Agreement or the gross negligence or willful misconduct of any Miltenyi Indemnitee. In the event Miltenyi seeks indemnification under this Section 13.2, Miltenyi shall (a) notify Bellicum in writing of such Third Party claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Bellicum is not contesting the indemnity obligation, permit Bellicum to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), provided further that Bellicum shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Section 13.2, and (c) cooperate as requested (at Bellicum's expense) in the defense of the claim; but provided always that Bellicum may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of Miltenyi.

13.3 Survival of Indemnification Obligations. The provisions of this Article 13 shall survive the expiration or termination of this Agreement for any reason whatsoever.

13.4 Insurance. Each Party will maintain at its sole cost and expense, an adequate amount of commercial general liability and product liability insurance throughout the Term and for a period of five (5) years thereafter, to protect against potential liabilities and risk arising out of products supplied or activities to be performed under this Agreement and any Quality Agreement related hereto upon such terms (including coverages, deductible limits and self-insured retentions) as are customary in the industry for the products supplied or activities to be conducted by such Party under this Agreement. Subject to the preceding sentence, such Bellicum liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of the pre-clinical, clinical and commercial manufacture, sale, use, distribution or marketing of Bellicum Product, and such Miltenyi liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of use of a Miltenyi Product in the manufacture of a Bellicum Product. In addition, from time to time during the Term, each Party shall increase their levels of insurance coverage if reasonably deemed prudent by such Party in light of the overall products supplied and/or activities performed under this Agreement. Each Party shall provide the other Party with written proof of the existence of such insurance upon reasonable written request.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

ARTICLE 14 CONFIDENTIALITY

14.1 Definition. As used in this Agreement, the term Confidential Information means any information disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party) pursuant to this Agreement which is (a) in written, graphic, machine readable or other tangible form and is marked Confidential, Proprietary or in some other manner to indicate its confidential nature, or (b) oral information disclosed pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the Disclosing Party, within thirty (30) calendar days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the Receiving Party. Notwithstanding the foregoing, the Disclosing Party's failure to so mark any of its Confidential Information, whether disclosed in written, graphic, machine readable or other tangible form, or its failure to designate as confidential and reduce to writing any Confidential Information disclosed orally, shall not relieve the Receiving Party of its obligations hereunder with respect to such Confidential Information if its confidential nature would be apparent to a reasonable person in the biotechnology or biopharmaceutical industry, based on the subject matter of such Confidential Information or the circumstances under which it is disclosed.

14.2 Non-Disclosure and Non-Use. During the Term and for five (5) years thereafter, each of Miltenyi and Bellicum shall keep Confidential Information of the other Party in strict confidence and shall not (i) use the other Party's Confidential Information for any use or purpose except as expressly permitted under this Agreement, the Quality Agreement or as otherwise authorized in writing in advance by the other Party, or (ii) disclose the other Party's Confidential Information to anyone other than those of its Affiliates, Subcontractors, directors, officers, employees, agents, contractors, collaborators and consultants, and in the case of Bellicum, its Licensees (collectively, Authorized Representatives) who need to know such Confidential Information for a use or purpose expressly permitted under this Agreement. Each Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature (but not less than reasonable measures) and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to clause (ii) in the first sentence of this Section 14.2 is contractually or legally bound by obligations of non-disclosure and non-use in scope and content at least as protective of the Disclosing Party's Confidential Information as the provisions hereof prior to any disclosure of the Disclosing Party's Confidential Information to such Authorized Representative. The Receiving Party shall be responsible for any breach of this Agreement by its Authorized Representatives.

14.3 Exceptions. Notwithstanding the above, a Receiving Party shall have no obligations under this Article 14 with regard to any information of the Disclosing Party which the Receiving Party can demonstrate through competent proof: (a) was generally known and available in the public domain at the time it was disclosed to the Receiving Party or becomes generally known and available in the public domain through no act or omission of the Receiving Party or its Authorized Representatives; (b) can be documented as previously known by the Receiving Party prior to disclosure thereof by the Disclosing Party; (c) is disclosed with the prior written approval of the Disclosing Party; (d) was independently developed by the Receiving Party without any use of the Disclosing Party's Confidential Information; or (e) becomes known to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party; provided (i) only the specific information that meets the exclusions shall be excluded, and not any other information that happens to appear in proximity to such excluded portions (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion) or that happens to be disclosed at the same time or in connection therewith; and (ii) specific Confidential Information shall not be deemed to be known, disclosed, in the public domain nor in Receiving Party's possession merely because of broader or related information being known, disclosed, in the public domain or in Receiving Party's possession, nor

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

shall combinations of elements or principles be considered to be known, disclosed, in the public domain nor in Receiving Party's possession merely because individual elements thereof are known, disclosed, in the public domain or in Receiving Party's possession.

14.4 Permitted Disclosure.

(a) Compelled Disclosure. Notwithstanding the provisions of this Article 14, nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information of the Disclosing Party to the extent the Receiving Party is legally required or compelled to do so by any governmental investigative or judicial agency or body pursuant to proceedings over which such agency or body has jurisdiction; provided, however, that prior to making any such required or compelled disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to such agency or body; (ii) promptly notify the Disclosing Party in writing of such order or requirement to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against or limiting any such disclosure and/or obtaining a protective order, confidential treatment and/or any other remedy narrowing the scope of the required or compelled disclosure and protecting its confidentiality. In the event that a protective order, confidential treatment and/or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement as applied to such required or compelled disclosure, then the Receiving Party may, without liability, disclose the Disclosing Party's Confidential Information to the extent that it is legally required or compelled to disclose. The Receiving Party will furnish only that portion of the Disclosing Party's Confidential Information that is legally required to disclose and will make all reasonable and diligent efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information so disclosed. Disclosure of Confidential Information pursuant to this Section 14.4(a) shall not alter the character of that information as Confidential Information hereunder.

(b) Authorized Disclosure. Notwithstanding the provisions of this Article 14, each Party may disclose the terms of this Agreement (i) in connection with the requirements of an initial public offering or securities filing; (ii) in confidence, to accountants, attorneys, other professional advisors, banks, and financing sources and their advisors; (iii) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (iv) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or a sale or proposed sale of its assets or business, or the like.

14.5 Publicity. Each Party may disclose the existence of this Agreement, but agrees that the terms and conditions of this Agreement will be treated as Confidential Information of the other Party. Except as otherwise required by Applicable Laws or regulations, neither Party shall make any public announcement or press release regarding this Agreement or any terms thereof, or otherwise use the name, logos, trademarks or products of the other Party in any publication, without the other Party's express prior written consent.

14.6 Remedies. The Parties acknowledge and agree that the provisions of this Article 14 are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. Each Party agrees that any violation of this Article 14 by it or its Affiliate, or Subcontractors may cause substantial and irreparable harm to the other Party and, therefore, in the event of any violation or threatened violation of this Article 14 by the Receiving Party, the Disclosing Party shall be entitled to seek specific performance and other injunctive and equitable relief in addition to any other legal remedies available.

ARTICLE 15 TERM AND TERMINATION

15.1 Term. This Agreement shall enter into force on the Effective Date. The Agreement shall have an initial term of ten (10) years commencing from the Effective Date and ending on the tenth (10th) anniversary thereof (the Initial Term), unless earlier terminated by either Party in accordance with the provisions of Section 15.2 or Section 15.3. Thereafter, Bellicum shall have consecutive separate options to extend the Term for successive renewal terms of five (5) years each (each, a Renewal Term, and

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

collectively with the Initial Term, the Term). Provided Bellicum is not then in default with its material obligations hereunder, Bellicum may exercise each such renewal option by giving written notice to Miltenyi not later than six (6) months prior to the expiration of the current Term.

15.2 Termination for Cause. Notwithstanding Section 15.1 either Party may, in addition to any other remedies available to it under this Agreement or by law, terminate this Agreement or any particular Module as follows:

(a) Termination for Material Breach. A Party may terminate this Agreement or a particular Module by providing written notice to the other Party describing the other Party's material breach and demanding its cure, in the event that the other Party materially breaches a material provision of this Agreement or such Module and fails to cure such breach within thirty (30) days of receipt of such notice of the breach or, if the breach is not susceptible to cure within such thirty (30) day period, if the breaching Party fails to submit to the notifying Party and implement within such thirty (30) day period a written remedial action plan reasonably satisfactory to the notifying Party that sets out appropriate corrective action for remedying such breach promptly after such 30-day period expires.

(b) Termination for Bankruptcy or Insolvency. A Party may terminate this Agreement upon thirty (30) days' written notice to the other Party in the event the other Party shall have become insolvent or bankrupt, or shall have made an assignment for the benefit of its creditors, or there shall have been appointed a trustee or receiver of the other Party, or if any case or proceeding shall have been commenced or other action taken by or against the other Party in bankruptcy or seeking reorganization, liquidation, dissolution, winding- up, arrangement, composition or readjustment of its debts or any relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereinafter in effect that is not dismissed within thirty (30) days after commencement.

(c) Termination for Force Majeure. A Party may terminate this Agreement or a particular Module upon providing written notice to the other Party if the other Party is affected by a Force Majeure event which cannot be removed, overcome or abated within three (3) continuous months (or within such other period as the Parties jointly shall agree in writing) from the initial date of such Force Majeure event.

15.3 Discontinuance or Suspension of Bellicum Product Program or Without Cause Termination. Bellicum may terminate this Agreement or a particular Module upon ninety (90) days written notice to Miltenyi: 1) if Bellicum, in its sole and absolute discretion, discontinues or indefinitely suspends the development and/or commercialization of the Bellicum Product(s) or 2) without cause for any reason or no reason. Upon the termination of this Agreement or such Module pursuant to this Section 15.3, Bellicum's sole obligation shall be for it to make payment of all undisputed and properly due amounts payable for Miltenyi Product ordered prior to the effective date of such termination of each terminated Module, including any Purchase Order to be made by Bellicum in connection with Bellicum's then- outstanding obligation to purchase quantities of Miltenyi Product forecasted with respect to an applicable Firm Zone. For clarity, termination of this Agreement or any Module pursuant to this Section 15.3 shall not release Bellicum from its payment obligations with respect to the quantities set forth in any Purchase Orders or quantities forecasted for any Firm Zone.

15.4 Expiration or termination of this Agreement or a particular Module for any reason shall not release either Party from liability accrued under this Agreement or such Module, respectively, prior to such expiration or termination, nor preclude either Party from pursuing any rights or remedies accrued prior to such expiration or termination or accrued at law or in equity with respect to any uncured material breach of this Agreement or such Module.

15.5 The termination of this Agreement or a particular Module shall not operate to relieve Bellicum from its obligation to pay undisputed and properly due amounts of (a) the Product Price of all

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

quantities of Miltenyi Products (i) delivered in accordance with this Agreement, such Module(s) and the applicable Quality Agreement up to the effective date of termination and (ii) to be delivered under outstanding Purchase Orders accepted by Miltenyi prior to the date of notice of termination (including the Ordered Quantities) or (iii) forecasted for any Firm Zone in the most recent applicable Monthly Forecast; (b) any Upfront Fee payable under Section 8.1 and any earned Milestone Fee payable under Section 8.2 hereof; and (c) all other undisputed and properly due fees and/or expenses owed to Miltenyi in accordance with this Agreement, such Module(s) and the applicable Quality Agreement prior to the date of notice of termination; provided, however, that in the event of termination of this Agreement or such Module(s) by Bellicum pursuant to Section 15.2 (Termination for Cause), Bellicum shall not be responsible for payments relating to any portion of the Forecast applicable to any period after the effective date of termination. All amounts paid under Sections 8.1 through 8.3 shall be non-refundable once paid.

15.6 Post Termination. Upon the termination or expiry of this Agreement, each Party shall promptly return to the other Party or destroy, at the other Party's request,

(a) any and all Confidential Information of the other Party then in its possession or control, except if such information is covered under surviving license rights, and further provided that each Party may keep one (1) copy of such information in its legal archives for regulatory compliance purposes and in order to determine its ongoing obligations hereunder, including in connection with legal proceedings; and such additional copies of or any computer records or files containing such Confidential Information that have been created solely by the Receiving Party's automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with the Receiving Party's standard archiving and back-up procedures, but not for any other use or purpose; and

(b) any and all remaining materials and capital equipment of the other Party then in its possession or control.

15.7 Survival. Other than obligations which have accrued and are outstanding as of the date of any expiration or termination of this Agreement, and except as otherwise expressly provided in this Agreement or the Quality Agreement or as otherwise mutually agreed by the Parties in writing, all rights granted and obligations undertaken by the Parties hereunder shall terminate immediately upon the termination or expiration of this Agreement, subject to Section 15.4 above and except for the following which shall survive according to their terms: Section 2.2 (Permitted Use); Section 2.7 (Subcontracting by Bellicum); Article 10 (Intellectual Property); Article 11 (Warranty); Article 12 (Limitation of Liability); Article 13 (Indemnification; Insurance); Article 14 (Confidentiality and Non-disclosure); Section 15.7 (Post-termination); Section 15.7 (Survival); Article 16 (Notices); Article 17 (Assignment); Article 19 (Dispute Resolution and Applicable Law); and Article 20 (Miscellaneous); and any and all rights and obligations of the Parties thereunder, as well as any other provision hereunder which by its nature is intended to survive expiration or termination of this Agreement.

ARTICLE 16 NOTICES.

All notices, demands, requests, consents, approval and other communications required or permitted to be given under this Agreement shall be in writing and will be delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service, confirmed by mailing as described above at the address set forth below or to such other address as any Party may give to the other Party in writing for such purpose in accordance with this Article 16:

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

If to Miltenyi: Miltenyi Biotec GmbH  Friedrich-Ebert-Str. 68  51429 Bergisch Gladbach  Germany  Attn: Managing Director  Fax: [...***...]

With copy to (for legal matters):  Miltenyi Biotec GmbH  Friedrich-Ebert-Str. 68  51429 Bergisch Gladbach  Germany  Attn: General Counsel  Fax: [...***...]

If to Bellicum Bellicum Pharmaceuticals, Inc. Life Science Plaza 2130 West Holcombe Boulevard, Suite 800 Houston, Texas 77030 Attn: Chief Business Officer Fax: [...***...]

With a copy to (for legal matters):

Bellicum Pharmaceuticals, Inc. Life Science Plaza 2130 West Holcombe Boulevard, Suite 800 Houston, Texas 77030 Attn: General Counsel Fax: [...***...]

All such communications, if personally delivered on a Business Day, will be conclusively deemed to have been received by a Party hereto and to be effective when so delivered, or if sent by overnight courier service on the earlier of the Business Day when confirmation of delivery is provided by such service or when actually received by such Party, or if sent by certified or registered mail on the third Business Day after the Business Day on which deposited in the mail. Each Party will use [...***...] to provide additional notice by email but the failure to provide such notice will not affect the validity of any such notice. Either Party may change its address by giving the other notice thereof in the manner provided herein.

ARTICLE 17 ASSIGNMENT

17.1 This Agreement shall not be assignable, pledged or otherwise transferred, nor may any right or obligations hereunder be assigned, pledged or transferred, by either Party to any Third Party without the prior written consent of the other Party, which consent, in the event of a financing transaction by the Party asking for consent, shall not be unreasonably withheld, conditioned or delayed by the other Party; except either Party may assign or otherwise transfer this Agreement without the consent of the other Party to an entity that acquires all or substantially all of the business or assets of the assigning Party relating to the subject matter of this Agreement, whether by merger, acquisition or otherwise; provided that intellectual property rights that are owned or held by the acquiring entity or person to such transaction (if other than one of the Parties to this Agreement) shall not be included in the technology licensed hereunder. In addition, either Party shall have the right to assign or otherwise transfer this Agreement to an Affiliate upon written notice to the non-assigning Party; provided, however, the assigning or transferring Party shall continue to remain liable

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

for the performance of this Agreement by such Affiliate. Upon any such assignment, all of the terms and provisions of this Agreement binding upon, or inuring to the benefit of, the assigning Party shall be binding on, and inure to the benefit of, its assignee, whether so expressed in the assignment or not. Nothing herein shall be deemed to prohibit Miltenyi or any of its Affiliates from granting a security interest in this Agreement and any rights hereunder to any Third Party in connection with any financing transaction to the extent provided under (and subject to the restrictions on the rights of secured parties contained in) Applicable Laws. In addition, Miltenyi or any Affiliate of Miltenyi shall have the right to sell, assign, pledge or otherwise transfer any accounts and payment intangibles in connection with any financing transaction. Subject to the foregoing, this Agreement shall inure to the benefit of each Party, its successors and permitted assigns. Any assignment of this Agreement in contravention of this Article 17 shall be null and void.

ARTICLE 18 FORCE MAJEURE

18.1 Neither Party will be liable to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without negligence of the Parties (Force Majeure Event). Such events, occurrences, or causes will include acts of God, strikes, lockouts, acts of war, riots, civil commotion, terrorist acts, epidemic, failure or default of public utilities or common carriers, destruction of facilities or materials by fire, explosion, earthquake, storm or the like catastrophe, and failure of plant or machinery (provided that such failure could not have been prevented by the exercise of skill, diligence and prudence that would be reasonably and ordinarily expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances), but the inability to meet financial obligations is expressly excluded.

18.2 The Party affected by a Force Majeure Event shall inform promptly the other Party in writing of the Force Majeure Event's occurrence, anticipated duration and cessation. The Party giving such notice shall thereupon be excused from such of its obligations hereunder as it is thereby disabled from performing for so long as it is so disabled, provided, however, that such affected Party commences and continues to take reasonable and diligent actions to cure such cause.

ARTICLE 19 APPLICABLE LAWS; JURISDICTION

19.1 Governing Law. This Agreement shall be governed in all respects by, and construed and enforced in accordance with, the laws of the State of New York, USA, without regard to the conflict of law provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods; provided, however, that any dispute relating to the scope, validity, enforceability or infringement of any Intellectual Property Right will be governed by, and construed and enforced in accordance with, the substantive laws of the jurisdiction in which such Intellectual Property Right applies.

19.2 Dispute Resolution Procedures. Should any dispute, claim or controversy arise between the Parties relating to the validity, interpretation, existence, performance, termination or breach of this Agreement (collectively, a Dispute), the Parties shall use their best efforts to resolve the Dispute by good faith negotiations, first between their respective representatives directly involved in that Dispute and the Alliance Managers for a period of thirty (30) days, and then, if necessary, between vice presidents of the Parties for an additional fifteen (15) days, and then, if necessary, between Chief Executive Officers of the Parties for an additional five (5) Business Days. Any such Dispute not satisfactorily settled by negotiation in accordance with the foregoing process, either Party may submit such Dispute to a court of competent jurisdiction in accordance with subsection (a) below; provided that nothing in this Section 19.2 will preclude either Party from seeking injunctive relief in any court of competent jurisdiction in accordance with Section (a) below.

(a) Submission to Jurisdiction; Waiver of Venue. Each Party hereto agrees that any action, proceeding or claim it commences against the other Party pursuant to this Agreement shall be brought

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

in the courts of the United States for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment. Each Party hereby irrevocably and unconditionally submits to the jurisdiction of the State of New York Courts and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and the right to object, with respect to any such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such Party. Each Party agrees that a final non-appealable judgment in any such suit, action or proceeding in such a court shall be conclusive and binding and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

(b) Waiver of Jury Trial. Due to the high costs and time involved in commercial litigation before a jury, THE PARTIES HEREBY WAIVE ALL RIGHT TO A JURY TRIAL WITH RESPECT TO ANY AND ALL ISSUES IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

19.3 Injunctive Relief. Each Party acknowledges that its breach of its obligations under this Agreement may result in immediate and irreparable harm to the other Party, for which there may be no adequate remedy at law. Therefore, in the event of a breach or threatened breach, the non-breaching Party may, in addition to other remedies, immediately seek from any court of competent jurisdiction injunctive relief (including a temporary restraining order, preliminary injunction or other interim equitable relief) prohibiting the breach or threatened breach or compelling specific performance, without the necessity of proving actual damages. Such right to injunctive relief as provided for in this paragraph is in addition to, and is not in limitation of, whatever remedies either Party may be entitled to as a matter of law or equity, including money damages. The Parties agree to waive the requirement of posting a bond in connection with a court's issuance of an injunction.

ARTICLE 20 MISCELLANEOUS

20.1 Governing Further Actions. Each Party will execute, acknowledge and deliver such further instruments, and do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of the Agreement.

20.2 Independent Contractors. The relationship between Miltenyi and Bellicum created by this Agreement is one of independent contractors. Neither Party shall have the power or authority to bind or obligate the other Party, or purport to take on any obligation or responsibility, or make any representations, warranties, guarantees or endorsements to anyone, on behalf of the other Party, except as expressly permitted in this Agreement.

20.3 Entire Agreement and Amendment. This Agreement (including all Exhibits attached hereto, which are incorporated herein by reference, and as amended from time to time in accordance with the provisions hereof) and any Quality Agreement(s) sets forth all of the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof, and constitutes and contains the complete, final, and exclusive understanding and agreement of the Parties with respect to the subject matter hereof, and cancels, supersedes and terminates all prior agreements and understanding between the Parties with respect to the subject matter hereof. There are no covenants, promises, agreements, warranties, representations conditions or understandings, whether oral or written, between the Parties other than as set forth herein or in a Quality Agreement. No subsequent alteration, amendment, change or addition to this Agreement (including all Exhibits attached hereto) shall be binding upon the Parties hereto unless reduced to writing and signed by the respective authorized officers of the Parties.

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

20.4 Severability and Headings. If any term, condition or provision of this Agreement is held to be invalid, unlawful or unenforceable to any extent by a court of competent jurisdiction, then the Parties will negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the Parties' intent and the Parties agree to be bound by the mutually agreed substitute provision. If the Parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. Headings used in this Agreement are provided for convenience only, and shall not in any way affect the meaning or interpretation of this Agreement.

20.5 No Waiver. Any waiver of the provisions of this Agreement or of a Party's rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such Party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such Party's right to take subsequent action. No exercise or enforcement by either Party of any right or remedy under this Agreement will preclude the enforcement by such Party of any other right or remedy under this Agreement or that such Party is entitled by law to enforce.

20.6 Negotiated Terms. The Parties agree that the terms and conditions of this Agreement are the result of negotiations between the Parties and that this Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.

20.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one Party but all such counterparts taken together shall constitute one and the same agreement, and may be executed through exchange of original signatures or electronic copies (PDF).

[Remainder of this page intentionally left blank. Signature page follows.]

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Miltenyi Biotec-Bellicum Supply Agreement (Execution Copy, March 27, 2019)

IN WITNESS WHEREOF, the Parties, having read the terms of this Agreement and intending to be legally bound thereby, do hereby execute this Agreement.

MILTENYI BIOTEC GMBH

By: /s/ Stefan Miltenyi

Name: Stefan Miltenyi

Title: CEO and Founder

BELLICUM PHARMACEUTICALS, INC.

By: /s/ Rick Fair

Name: Rick Fair

Title: CEO

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MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

List of EXHIBITS

EXHIBIT A Modules

EXHIBIT B List of Miltenyi Products

EXHIBIT C Forecast Format

EXHIBIT D [...***...] Sublicense Royalties and/or License Fees

EXHIBIT E Product Prices

EXHIBIT F Discounts

EXHIBIT G Miltenyi Competitor

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MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

EXHIBIT B List of Miltenyi Products

[...***...]

46





MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

EXHIBIT C: Forecast Format

[...***...]

47





MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

EXHIBIT D [...***...] Sublicense Royalties and/or Licensee Fees

Miltenyi has entered into a license agreement with [...***...] ([...***...]), having a place of business at [...***...], to obtain certain rights regarding the patent family [...***...] ([...***...] License Agreement).

Within the scope of the [...***...] License Agreement, Miltenyi has got the right to grant non-exclusive sublicenses to third parties utilizing cytokines for applications that are covered by the claims of [...***...] to develop, manufacture, market and commercialize medicinal products on terms and conditions consistent with the terms and conditions contained in the [...***...] License Agreement. Upon Bellicum's determination that a given Bellicum product falls within the licence agreement, Bellicum will notify Miltenyi of such determination.

Subject to the provisions of this Agreement, Miltenyi is willing to grant to Bellicum a non-exclusive sublicense to its rights obtained under the [...***...] License Agreement in the form of a separate agreement between Miltenyi and Bellicum, under such separate sublicense agreement Bellicum would agree to hold harmless and reimburse Miltenyi for the fees that are due to [...***...] based on Bellicum's use of the sublicense rights for Bellicum Products ([...***...] Sublicense Agreement).

48





MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

EXHIBIT E Country Specific Product List Prices* (Year 2019)

[...***...]

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MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

EXHIBIT F Discounts

Table 1 of Exhibit F: Discount Scheme for Miltenyi Products, forecasted to be purchased by Bellicum under the Supply Agreement

50





MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

[...***...]

For Discount Scale Definition, see Table 2 of Exhibit F, below.

Table 2 of Exhibit F: Discount Scale Definitions

51





MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

[...***...]

52





MILTENYI & BELLICUM Supply Agreement (Execution CopyMarch 27, 2019)

EXHIBIT G Miltenyi Competitor

[...***...].

53 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A: Subject to the preceding sentence, such Bellicum liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of the pre-clinical, clinical and commercial manufacture, sale, use, distribution or marketing of Bellicum Product, and such Miltenyi liability insurance or self-insurance program will insure against personal injury, physical injury or property damage arising out of use of a Miltenyi Product in the manufacture of a Bellicum Product
****
Q: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH OMITTED PORTIONS, WHICH ARE MARKED WITH BRACKETS [ ] AND AN ASTERISK*, HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Exhibit 10.1 EXECUTION COPY   COOPERATION AGREEMENT   This AGREEMENT, dated as of June 27, 2017 (this Agreement), is made and entered into by The Meet Group, Inc., a Delaware corporation (the Company), and each of the persons set forth on the signature page hereto (each, an Investor and collectively, the Investors or, with their respective affiliates and associates, the Investor Group), which presently are or may be deemed to be members of a group with respect to the common stock of the Company, $0.001 par value per share (the Common Stock), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934, as amended (the Exchange Act);   WHEREAS, the Investor Group is deemed to beneficially own shares of the Common Stock totaling, in the aggregate, 4,425,000 shares of the Common Stock outstanding as of the date hereof; and   WHEREAS, the Company has agreed, at the request of the Investor Group, to cause Jim Parmelee (New Director A) and a person to be selected from the Director Candidate Pool (as defined herein) (New Director B) (collectively, the New Directors) to be appointed to the Company's Board of Directors (the Board), and to come to an agreement with respect to certain other matters as provided in this Agreement.   NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:   1. Board Composition Matters.    (a) Appointment of New Director A. The Company agrees that it shall take all action as is necessary (including, without limitation, calling a special meeting of the Board to approve all actions contemplated hereby), effective immediately following the execution of this Agreement, to (i) cause the Board to increase the size of its membership from six (6) to seven (7) members; (ii) accept the resignation of one existing member of the Board to become effective immediately prior to the appointment of New Director A; and (iii) appoint New Director A to the Board with a term on the Board expiring at the Company's 2018 Annual Meeting of Stockholders (the 2018 Annual Meeting) and until his successor is duly elected and qualified. The Company further agrees that without the unanimous approval of the Board, during the period from the execution of this Agreement until the expiration of the Standstill Period (as defined below), the size of the Board shall not be increased beyond seven (7) members.





    (i) Identification and Appointment of New Director B. No later than ninety (90) calendar days from the date of execution of this Agreement (the New Director B Appointment Deadline), the Company shall take the necessary steps to cause the Board to appoint one of the candidates set forth on Exhibit A (as the same may be supplemented or otherwise amended from time to time by the mutual constent of the Company and the Investor Group, the Director Candidate Pool) as New Director B with a term on the Board expiring at the 2018 Annual Meeting and until his or her successor is duly elected and qualified. The Company agrees that, if New Director B is not appointed to the Board prior to the New Director B Appointment Deadline and none of the candidates included in the Director Candidate Pool are willing to serve on the Board by the New Director B Appointment Deadline, (1) the Company and Investor Group will discuss in good faith the identification and selection of a mutually agreed upon substitute person to be added to the Director Candidate Pool following the same process that they would follow pursuant to Section 1(f) hereof if either of the New Directors, following their appointment to the Board, is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office; and (2) the New Director B Appointment Deadline shall no longer apply and, in lieu thereof, shall be replaced by the time periods set forth in Section 1(f) hereof.   (b) Board's Review of Qualifications and Determination of Independence. Prior to the execution of this Agreement (i) the Nominating and Governance Committee of the Board (the Nominating Committee) has reviewed the qualifications of New Director A and each of the individuals included within the Director Candidate Pool to serve as members of the Board and has determined that they are so qualified, and (ii) the Board has determined that each of the New Directors and each of the individuals included within the Director Candidate Pool are independent as defined by the listing standards of NASDAQ.   (c) Committees. The Company agrees that, concurrent with the appointment of the New Directors to the Board, the Board shall take such action as is necessary such that each of the New Directors is appointed to at least one (1) of the three (3) standing committees of the Board that the Company is required to maintain in accordance with the NASDAQ listing standards; provided that, with respect to each such committee appointment, the New Director is and continues to remain eligible to serve as a member of such committee pursuant to applicable law and the rules of NASDAQ that are applicable to the composition of such committee.   (d) Board Policies and Procedures. The Investor Group acknowledges that each of the New Directors shall be required to comply with all policies, processes, procedures, codes, rules, standards, and guidelines applicable to members of the Board, as in effect from time to time, including, but not limited to, the Company's Code of Conduct, and policies on confidentiality, ethics, hedging and pledging of Company securities, public disclosures, stock trading, and stock ownership, and that each of the New Directors shall be required to strictly preserve the confidentiality of Company business and information, including the discussion of any matters considered in meetings of the Board whether or not the matters relate to material non-public information, unless previously publicly disclosed by the Company. Further, the Investor Group acknowledges that the New Directors will be requested to provide the Company with such information as is reasonably requested by the Company concerning the New Directors as is required to be disclosed under applicable law or stock exchange regulations, including the completion of the Company's standard director and officer questionnaire, in each case as promptly as necessary to enable the timely filing of the Company's proxy statement and other periodic reports with the SEC.     2





    (e) Rights and Benefits of the New Directors. The Company agrees that each of the New Directors shall receive (i) the same benefits of director and officer insurance, and any indemnity and exculpation arrangements available generally to the directors on the Board, (ii) the same compensation for his service as a director as the compensation received by other non-management directors on the Board, and (iii) such other benefits on the same basis as all other non-management directors on the Board.   (f) Replacements. The Company agrees that, during the Standstill Period (as defined below), if any of the New Directors is unable to serve as a director for any reason, resigns as a director, or is removed as a director prior to the end of the term of office, and at such time the Investor Group beneficially owns in the aggregate at least three percent (3.0%) of the Company's then outstanding Common Stock (subject to adjustment for share issuances, stock splits, reclassifications, combinations and similar actions by the Company that increase the number of outstanding shares of Common Stock), then the Company and the Investor Group shall work together in good faith to identify and select a replacement director candidate to be appointed to the Board which shall only be appointed to the Board after having been mutually agreed upon by both the Company and the Investor Group. Any such mutually agreed upon replacement director candidate shall qualify as independent pursuant to NASDAQ's listing standards and have the relevant financial and business experience to fill the resulting vacancy. Each of the Investor Group and the Company shall determine, and inform the other party of its determination, whether any proposed replacement director candidate is acceptable and meets the foregoing criteria, within ten (10) business days after such party has conducted interview(s) of such proposed replacement director candidate. Each of the Company and the Investor Group shall use their respective reasonable best efforts to cause any interview(s) contemplated by this Section 1(f) to be conducted as promptly as practicable, but in any case, assuming reasonable availability of the proposed replacement director candidate, within ten (10) business days after the receipt of such director candidate's credentials, including, but not limited to, a completed copy of the Company's standard director and officer questionnaire. Upon acceptance of a replacement director candidate by both the Company and the Investor Group, the Board shall take such actions as to appoint such replacement director candidate to the Board no later than ten (10) business days after both parties have confirmed in writing that they have mutually agreed upon such candidate. Following the appointment of any director to replace a New Director in accordance with this Section 1(f), any reference to New Directors herein shall be deemed to include such replacement director.     3





    2. Actions by the Investor Group.   (a) Voting Agreement.   (i) Stockholders Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees to (A) appear at such stockholders' meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Company's proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board); and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company's proxy card or voting instruction form as identified in the Company's definitive proxy statement or supplement thereto in accordance with the Board's recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (ISS) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote on the Company's proxy card or voting instruction form in accordance with the ISS recommendation (the Other Voting Recommendation); and (C) not execute any proxy card or voting instruction form in respect of such stockholders' meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(i). For purposes of this Agreement, Opposition Matter shall mean any of the following transactions but only to the extent submitted by the Board to the Company's stockholders for approval: (A) the sale or transfer of all or substantially all of the Company's assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company's Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company's capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that would result in a Change of Control of the Company.   (ii) Actions By Written Consent. In connection with any action by written consent that is sought to be taken by any party, other than the Company or the Board, prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees not to vote and to take all necessary action, including, without limitation, the execution and completion of any consent revocation card solicited by the Company or the Board, in accordance with the recommendation of the Board, to cause not to be voted, any of their shares of Common Stock beneficially owned by each Investor and/or their respective Affiliates and Associates on any consent card related to or affecting the removal, replacement or election of Board members and solicited by any party, other than the Company or the Board. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(ii).   (iii) Special Meeting Demands. In connection with any demand by a stockholder of the Company that the Company call a special meeting of stockholders, made prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees not to vote and shall take all necessary action, including, but not limited to, the execution and completion of any consent revocation card solicited by the Company or the Board in accordance with the recommendation of the Board, to cause not to be voted, any of their shares of Common Stock beneficially owned by each Investor and/or their respective Affiliates and Associates for any special meeting demand proposed or sought to be made by any party. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(iii).     4





    3. Standstill.   (a) Each Investor agrees that, from the date of this Agreement until the expiration of the Standstill Period (as defined below), without the prior written consent of a majority of the Board specifically expressed in a written resolution, neither it nor any of its Related Persons (as defined herein) will, and it will cause each of its Related Persons not to, directly or indirectly, alone or with others, in any manner:   (i) propose or publicly announce or otherwise publicly disclose an intent to propose or enter into or agree to enter into, singly or with any other person, directly or indirectly, (x) any form of business combination or acquisition or other transaction relating to a material amount of assets or securities of the Company or any of its subsidiaries, (y) any form of restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (z) any form of tender or exchange offer for the Common Stock, whether or not such transaction involves a change of control of the Company;   (ii) engage in any solicitation of proxies or written consents to vote any voting securities of the Company, or conduct any non-binding referendum with respect to any voting securities of the Company, or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents with respect to any voting securities of the Company, or otherwise become a participant in a solicitation, as such terms are defined in Instruction 3 of Item 4 of Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Exchange Act, to vote any securities of the Company in opposition to any recommendation or proposal of the Board;   (iii) acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single person under Section 13(d) of the Exchange Act), through swap or hedging transactions or otherwise, any additional securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities of the Company, that would result, or could result, in the Investor Group owning, in the aggregate (amongst all of the Investors and any Affiliate or Associate thereof), in excess of 10% of the shares of Common Stock outstanding;   (iv) seek to advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) or disposition of any securities of the Company, other than in a manner in accordance with Section 2;   (v) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any person or entity that would knowingly result in any third party, together with its Affiliates and Associates, owning, controlling or otherwise having any, beneficial, economic or other ownership interest representing in the aggregate 5% or more of the shares of Common Stock outstanding at such time;     5





    (vi) sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, any securities (including common and preferred equity interests and debt that is convertible into any equity interests) of the Company or any rights decoupled from the underlying securities held by the Investors to any Affiliate or Associate of the Investors not a party to this Agreement;   (vii) except as otherwise set forth in this Agreement, take any action in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices or dividend policy of the Company, (C) any other material change in the Company's management, governance, policies, strategic direction, business or corporate structure, (D) seeking to have the Company waive or make amendments or modifications to the Company's Amended and Restated Certificate of Incorporation or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange, or (F) causing a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;   (viii) call or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting is permitted by the Company's Amended and Restated Certificate of Incorporation or Bylaws, including, but not limited to, a town hall meeting;   (ix) seek, alone or in concert with others, representation on the Board, except as expressly permitted by this Agreement;   (x) initiate, encourage or participate in any vote no, withhold or similar campaign;   (xi) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock (other than any such voting trust, arrangement or agreement solely among the members of the Investor Group that is otherwise in accordance with this Agreement);   (xii) seek, or encourage any person, to submit nominations in furtherance of a contested solicitation for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors of the Company or with respect to the submission of any stockholder proposals (including any submission of stockholder proposals pursuant to Rule 14a-8 under the Exchange Act);     6





    (xiii) form, join or in any other way participate in any group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than the Investor Group);   (xiv) demand a copy of the Company's list of stockholders or its other books and records, whether pursuant to Section 220 of the Delaware General Corporation Law (the DGCL) or pursuant to any other statutory right;   (xv) commence, encourage, or support any derivative action in the name of the Company, or any class action against the Company or any of its officers or directors in order to, directly or indirectly, effect any of the actions expressly prohibited by this Agreement or cause the Company to amend or waive any of the provisions of this Agreement; provided, however, that for the avoidance of doubt, the foregoing shall not prevent any Investor from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against an Investor, or (C) exercising statutory dissenters, appraisal or similar rights under the DGCL; provided, further, that the foregoing shall also not prevent the Investors from responding to or complying with a validly issued legal process in connection with litigation that it did not initiate, invite, facilitate or encourage, except as otherwise permitted in this Section (3)(a) (xv);   (xvi) disclose publicly or privately, in a manner that could reasonably be expected to become public any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; provided, however, that nothing herein shall prohibit the Investor Group from engaging in private discussions with the Company concerning the Investor Group's views or suggestions concerning the Company;   (xvii) enter into any negotiations, agreements or understandings with any person or entity with respect to any of the foregoing, or advise, assist, knowingly encourage or seek to persuade any person or entity to take any action or make any statement with respect to any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing;   (xviii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any party;   (xix) take any action challenging the validity or enforceability of any of the provisions of this Section 3 or publicly disclose, or cause or facilitate the public disclosure (including, without limitation, the filing of any document with the SEC or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst) of, any intent, purpose, plan or proposal to either (A) obtain any waiver or consent under, or any amendment of, any provision of this Agreement, or (B) take any action challenging the validity or enforceability of any provisions of this Section 3; or   (xx) otherwise take, or solicit, cause or encourage others to take, any action inconsistent with the foregoing.     7





    (b) Notwithstanding the foregoing, the provisions of this Section 3 shall not limit in any respect the actions of any director of the Company (including, but not limited to, the New Directors) in their capacity as such, recognizing that such actions are subject to such director's fiduciary duties to the Company and its stockholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Directors anything that would be prohibited if done by any of the Investors or their Affiliates and Associates directly). For the avoidance of doubt, no provision in this Section 3 or elsewhere in this Agreement shall prohibit privately-negotiated transactions in the Common Stock solely between or among the Investors.   (c) As of the date of this Agreement, none of the Investors are engaged in any discussions or negotiations with any person, and do not have any agreements, arrangements, or understandings, written or oral, formal or informal, and whether or not legally enforceable with any person concerning the acquisition of economic ownership of any securities of the Company, and have no actual and non-public knowledge that any other stockholders of the Company have any present or future intention of taking any actions that if taken by the Investors would violate any of the terms of this Agreement. The Investors agree to refrain from taking any actions during the Standstill Period to intentionally encourage other stockholders of the Company, or any other persons to engage in any of the actions referred to in the previous sentence.   (d) As used in this Agreement, the terms Affiliate and Associate shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the terms beneficial owner and beneficial ownership shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; the terms economic owner and economically own shall have the same meanings as beneficial owner and beneficially own, except that a person will also be deemed to economically own and to be the economic owner of (i) all shares of Common Stock which such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional, and (ii) all shares of Common Stock in which such person has any economic interest, including, without limitation, pursuant to a cash settled call option or other derivative security, contract or instrument in any way related to the price of shares of Common Stock; the terms person or persons shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and the term Related Person shall mean, as to any person, any Affiliates or Associates of such person.   (e) Notwithstanding anything contained in this Agreement to the contrary:   (i) The provisions of Sections 1, 2, and 3 of this Agreement shall automatically terminate upon the occurrence of a Change of Control transaction (as defined below) involving the Company if the acquiring or counter-party to the Change of Control transaction has conditioned the closing of the transaction on the termination of such sections; provided, however, that the Company shall not directly or indirectly, propose, seek, encourage or otherwise influence such acquiring or counter-party to the Change of Control transaction to condition the closing of such transaction on the termination of Sections 1, 2, and 3 of this Agreement; and     8





    (ii) For purposes of this Agreement, a Change of Control transaction shall be deemed to have taken place if (1) any person is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the equity interests and voting power of the Company's then outstanding equity securities or (2) the Company enters into a stock-for-stock transaction whereby immediately after the consummation of the transaction the Company's stockholders retain less than 50% of the equity interests and voting power of the surviving entity's then outstanding equity securities.   (f) For purposes of this Agreement, Standstill Period shall mean the period commencing on the date of this Agreement and ending at 11:59 p.m. Eastern Time on the date of the certification of the vote of stockholders at the 2018 Annual Meeting.   4. Expenses. Each of the Company and the Investors shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution, and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to attorneys' fees incurred in connection with the negotiation and execution of this Agreement and all other activities related to the foregoing.   5. Representations and Warranties of the Company. The Company represents and warrants to the Investors that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, or any material agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.   6. Representations and Warranties of the Investors. Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit B and Exhibit B includes all Affiliates and Associates of any Investors that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investors have any interest or right to acquire, whether through derivative securities, voting agreements or otherwise, (b) this Agreement has been duly and validly authorized, executed and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory's name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound.     9





    7. Mutual Non-Disparagement.   (a) Each Investor agrees that, until the earlier of (i) the expiration of the Standstill Period or (ii) any material breach of this Agreement by the Company (provided that the Company shall have three (3) business days following written notice from such Investor of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal or in writing, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the Company Representatives), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives.   (b) The Company hereby agrees that, until the earlier of (i) the expiration of the Standstill Period or (ii) any material breach of this Agreement by an Investor (provided that such Investor shall have three (3) business days following written notice from the Company of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal or in writing, that might reasonably be construed to be derogatory or critical of, or negative toward, the Investors or their Affiliates or Associates or any of their agents or representatives (collectively, the Investor Agents), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Agents.   (c) Notwithstanding the foregoing, nothing in this Section 7 or elsewhere in this Agreement shall prohibit any party from making any statement or disclosure required under the federal securities laws or other applicable laws.   (d) The limitations set forth in Section 7(a) and 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 7(a) and 7(b) if such statement by the other party was made in breach of this Agreement.     10





    8. Public Announcements. Promptly following the execution of this Agreement, the Company and the Investor Group shall issue a mutually agreeable press release (the Mutual Press Release), announcing certain terms of this Agreement, substantially in the form attached hereto as Exhibit C. Prior to the issuance of the Mutual Press Release, neither the Company nor any of the Investors shall issue any press release or make any public announcement regarding this Agreement or take any action that would require public disclosure thereof without the prior written consent of the other party. During the Standstill Period, neither the Company nor the Investor Group or any of its Affiliates or Associates shall make any public announcement or statement that is inconsistent with or contrary to the statements made in the Mutual Press Release, except as required by law or the rules of any stock exchange (and, in any event, each party will provide the other party, prior to making any such public announcement or statement, a reasonable opportunity to review and comment on such disclosure, to the extent reasonably practicable under the circumstances, and each party will consider any comments from the other in good faith) or with the prior written consent of the other party, and otherwise in accordance with this Agreement.   9. SEC Filings.    (a) No later than two (2) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting the entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. The Company shall provide the Investor Group and its counsel a reasonable opportunity to review and comment on the Form 8-K prior to such filing, which comments shall be considered in good faith.   (b) No later than two (2) business days following the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with the SEC, reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Investor Group shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule 13D prior to such filing, which comments shall be considered in good faith.   10. Specific Performance. Each of the Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages. It is accordingly agreed that the Investors or any Investor, on the one hand, and the Company, on the other hand (the Moving Party), shall each be entitled to seek specific enforcement of, and injunctive or other equitable relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity.     11





    11. Notice. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated) or (iv) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:   If to the Company:   The Meet Group, Inc. 100 Union Square Drive New Hope, PA 18938 Fax No.: (215) 862.7825 Email: fred@themeetgroup.com Attention: Frederic A. Beckley, Esq., General Counsel and Executive Vice President, Business Affairs   With copies (which shall not constitute notice) to:   Morgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, N.W. Washington, DC 20004 Fax No.: (202) 739-3001 Email: keith.gottfried@morganlewis.com Attention: Keith E. Gottfried, Esq.   If to any Investor:   Harvest Capital Strategies LLC 600 Montgomery Street, Suite 1700 San Francisco, CA 94111 Fax No.: (415) 869-4433 Email: investments@harvestcaps.com Attention: Jeffrey B. Osher, Managing Director   With copies (which shall not constitute notice) to:   Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Fax No.: (212) 451-2222 E-mail: swolosky@olshanlaw.com  afreedman@olshanlaw.com Attention: Steve Wolosky, Esq. Andrew Freedman, Esq.     12





    12. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware executed and to be performed wholly within the State of Delaware, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to the extent that such principles would require or permit the application of the laws of another jurisdiction.   13. Jurisdiction. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (c) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (d) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such party's principal place of business or as otherwise provided by applicable law. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action, suit or other legal proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) such action, suit or other legal proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action, suit or other legal proceeding is improper or (iii) this agreement, or the subject matter hereof, may not be enforced in or by such court.   14. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.   15. Representative. Each Investor hereby irrevocably appoints Jeffrey B. Osher as its attorney-in-fact and representative (the Investor Group Representative), in such Investor's place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company shall be entitled to rely, as being binding on each Investor, upon any action taken by the Investor Group Representative or upon any document, notice, instruction or other writing given or executed by the Investor Group Representative.     13





    16. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written, of the parties with respect to the subject matter hereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings, oral or written, between the parties other than those expressly set forth herein.   17. Headings. The section headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement.   18. Waiver. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.   19. Remedies. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law or equity.   20. Receipt of Adequate Information; No Reliance; Representation by Counsel. Each party acknowledges that it has received adequate information to enter into this Agreement, that it has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of this Agreement prior to the execution hereof, and that it has not relied on any promise, representation or warranty, express or implied not contained in this Agreement. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. Further, any rule of law or any legal decision that would provide any party with a defense to the enforcement of the terms of this Agreement against such party shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties.   21. Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words include, includes and including are used in this Agreement, they shall be deemed to be followed by the words without limitation. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word will shall be construed to have the same meaning as the word shall. The words dates hereof will refer to the date of this Agreement. The word or is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.     14





    22. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.   23. Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties hereto, or in the case of the Investors, the Investor Group Representative, or their respective successors or assigns.   24. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and be enforceable by the parties hereto and the respective successors, heirs, executors, legal representatives and permitted assigns of the parties, and inure to the benefit of any successor, heir, executor, legal representative or permitted assign of any of the parties; provided, however, that no party may assign this Agreement or any rights or obligations hereunder without, with respect to any Investor, the express prior written consent of the Company (with such consent specifically authorized in a written resolution adopted and approved by the unanimous vote of the entire membership of the Board), and with respect to the Company, the prior written consent of the Investor Group Representative.   25. No Third-Party Beneficiaries. The representations, warranties and agreements of the parties contained herein are intended solely for the benefit of the party to whom such representations, warranties or agreements are made, and shall confer no rights, benefits, remedies, obligations, or liabilities hereunder, whether legal or equitable, in any other person or entity, and no other person or entity shall be entitled to rely thereon.   26. Counterparts; Facsimile / PDF Signatures. This Agreement and any amendments hereto may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a portable document format (.pdf or similar format) data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]   [SIGNATURE PAGE FOLLOWS]     15





    [SIGNATURE PAGE TO COOPERATION AGREEMENT]   IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement as of the date first above written.     THE MEET GROUP, INC.     By: /s/ Frederic Beckley  Name: Frederic Beckley Title: General Counsel & EVP Business Affairs   HARVEST SMALL CAP PARTNERS MASTER, LTD. By: Harvest Capital Strategies LLC Investment Manager   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   HARVEST SMALL CAP PARTNERS, L.P. By: Harvest Capital Strategies LLC Investment Manager   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   HARVEST SMALL CAP PARTNERS GP, LLC By: Harvest Capital Strategies LLC Investment Manager of the Limited Partner   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   HARVEST CAPITAL STRATEGIES LLC   By: /s/ Jeffrey B. Osher  Name: Jeffrey B. Osher Title: Managing Director   /s/ Jeffrey B. Osher  JEFFREY B. OSHER     16





    CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. SUCH OMITTED PORTIONS, WHICH ARE MARKED WITH BRACKETS [ ] AND AN ASTERISK*, HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.     EXHIBIT A   DIRECTOR CANDIDATE POOL   [***]     17





    EXHIBIT B   STOCKHOLDERS, AFFILIATES, AND OWNERSHIP

Investor Shares of Common Stock Beneficially Owned    Harvest Small Cap Partners Master, Ltd.   2,763,182

Harvest Small Cap Partners, L.P.   1,661,818









Aggregate total beneficially owned by the Investor Group:   4,425,000

    18





    EXHIBIT C   FORM OF PRESS RELEASE   THE MEET GROUP REACHES AGREEMENT WITH HARVEST CAPITAL   Agrees to Appoint Two New Independent Directors to The Meet Group's Board   NEW HOPE, PA, June 27, 2017 - The Meet Group, Inc. (NASDAQ: MEET), a public market leader in the mobile meeting space, today announced that it has entered into a cooperation agreement with Harvest Capital Strategies LLC and its affiliates, which, in the aggregate, beneficially owns approximately 6.3% of The Meet Group's outstanding shares, regarding the composition of The Meet Group's Board of Directors. Under the terms of the agreement, The Meet Group has agreed to appoint to its Board two new independent directors: Jim Parmelee, who has agreed to join the Meet Group Board effective immediately, and a second director mutually acceptable to The Meet Group and Harvest Capital to be identified within the next ninety days.   Spencer G. Rhodes, The Meet Group's Chairman of the Board, stated, We are pleased to have reached this cooperation agreement with Harvest Capital, as we believe this outcome serves the best interests of The Meet Group and its stockholders. We are also pleased to welcome Jim Parmelee to our Board and look forward to the insights and experience he will bring.   Jeffrey B. Osher, the Managing Director of Harvest Capital, stated, We have spent considerable time with The Meet Group's senior management team and strongly support their strategy of creating a compelling portfolio of mobile meeting apps. Under Geoff Cook's leadership, The Meet Group has methodically grown its global platform while delivering consistent profitability and cash flow. We look forward to continuing our collaboration with The Meet Group's Board and senior management team as they execute on their long-term growth initiatives and focus on shareholder value creation.   Pursuant to the cooperation agreement, Harvest Capital has agreed that, until the certification of the shareholder vote at The Meet Group's 2018 Annual Meeting of Stockholders, it will abide by certain customary standstill provisions.   The cooperation agreement between The Meet Group and Harvest Capital will be included as an exhibit to a Current Report on Form 8-K that The Meet Group will file with the Securities and Exchange Commission.   Morgan, Lewis & Bockius LLP served as legal counsel to The Meet Group. Olshan Frome Wolosky LLP served as legal advisor to Harvest Capital.   The Meet Group also announced today that it has appointed The Blueshirt Group to lead its investor relations communications and strategy. The Blueshirt Group is a leading tech-focused investor relations firm that specializes in investor relations, IPO advisory, financial communications, financial media relations and crisis management.   About Jim Parmelee   Mr. Parmelee brings over 25 years of technology industry experience. He is currently an advisor to Hamilton Robinson Capital Partners, a middle market focused private equity firm. Jim was previously a Managing Director in Peak Ten Management LLC, where he was responsible for the firm's investments in the software, Internet and technology infrastructure verticals. Before Peak Ten, Jim was a Partner in Union Square Advisors, an M&A advisory firm focused on the technology sector, where he led the firm's global Information Technology infrastructure practice. Jim was previously a leading data networking and telecom equipment equity research analyst at Credit Suisse First Boston (now Credit Suisse). Jim was highly ranked by external polls throughout his research career including being named six times to Institutional Investor Magazine's All America Research Team.     19





    About The Meet Group The Meet Group (NASDAQ: MEET) is a fast-growing portfolio of mobile apps designed to meet the universal need for human connection. Using innovative products and sophisticated data science, The Meet Group keeps its approximately 2.8 million mobile daily active users engaged and originates untold numbers of casual chats, friendships, dates, and marriages. The Meet Group offers advertisers the opportunity to reach customers on a global scale with hundreds of millions of daily mobile ad impressions. The Meet Group utilizes high user density, economies of scale, and leading monetization strategies with the goal of maximizing adjusted EBITDA. Our apps - currently MeetMe , Skout , Tagged , and Hi5  - let users in more than 100 countries chat, share photos, stream live video, and discuss topics of interest, and are available on iPhone, iPad, and Android in multiple languages. For more information, please visit themeetgroup.com.   MEET Investor Contact:   The Blueshirt Group Allise Furlani allise@blueshirtgroup.com     20

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Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?

A:
The terms and conditions of this Agreement shall be binding upon and be enforceable by the parties hereto and the respective successors, heirs, executors, legal representatives and permitted assigns of the parties, and inure to the benefit of any successor, heir, executor, legal representative or permitted assign of any of the parties; provided, however, that no party may assign this Agreement or any rights or obligations hereunder without, with respect to any Investor, the express prior written consent of the Company (with such consent specifically authorized in a written resolution adopted and approved by the unanimous vote of the entire membership of the Board), and with respect to the Company, the prior written consent of the Investor Group Representative.
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