StemoniX General Terms and Conditions

These General Terms and Conditions (these “Terms”) apply to all purchases by you (“Customer”) of products or services sold by StemoniX, Inc., except to the extent otherwise provided in a definitive written agreement between Customer and StemoniX referencing the provisions herein which Customer and StemoniX agree are superseded. These Terms may not be changed or modified by any (i) oral representation made before, during or after the sale of products or services to Customer (“Products” or “Services”, as applicable) or (ii) purchase order, the sole purpose of which shall be to define the quantities and types of Products and/or Services to be purchased and the order date. All other terms of a purchase order shall be void and of no effect.

Price: All prices are those stated on the current StemoniX price list or in a written quotation. Written quotations are valid for 30 days from the date written. Prices are subject to change without notice.

Payment Terms: Payment terms shall be net thirty (30) days from the date of the invoice. Late payments shall be subject to an interest charge of one and one-half percent (1.5%) per month, or the maximum allowable under the law, whichever is less.

Transportation, Title and Risk of Loss: All shipments of Products will be delivered FOB StemoniX’s delivery dock. Customer is responsible for all shipping costs, insurance, freight, taxes, fees, duties and all other transportation costs. Title to Products and risk of loss transfers to Customer upon delivery to the carrier selected by Customer at StemoniX’s delivery dock. Returns: Biological and cell-based Products cannot be returned. Other Products may be returned, if defective, only upon Customer receipt of an authorization for return (a “Returned Good Authorization”) from a StemoniX customer service representative prior to returning any Product to StemoniX. If a Returned Good Authorization is granted, a customer service representative will provide directions for the return process.

Intellectual Property: As between StemoniX and Customer, StemoniX exclusively owns all intellectual property rights relating to Products and Services. The purchase of Products entitles Customer (or, in the case of a Customer who is a distributor, entitles the customer of the distributor) to a limited, nontransferable right under StemoniX’s intellectual property; only Customer may use such Products, and only for Customer’s internal research purposes. StemoniX shall own any and all inventions, improvements, developments or other intellectual property rights relating to the Products or Services and arising out of Customer’s use of the Products or Services (“Inventions”) and Customer shall promptly disclose in writing to StemoniX any such Inventions, and promptly execute such documents as may be necessary to effectuate the vesting in, or transfer to, StemoniX of such rights. Customer shall not attempt to register, by patent application or otherwise, its rights in Inventions, and shall not contest any attempt by StemoniX to register Inventions. Customer acknowledges and agrees that the purchase of Products or Services by Customer shall not be considered a transfer-of-title or grant-of-rights to intellectual property owned by or licensed to StemoniX.

Further, no right or license to make, have made, offer to sale, or sell the Products, to modify or reproduce the Product or any part thereof, or to use the Products in combination with any other product(s), except product(s) provided or expressly licensed to Customer by StemoniX for such use, is implied or conveyed by the purchase of Products by Customer.

Third Party Licenses: Certain Products or Services may involve intellectual property licensed from third parties. As a condition of the license to such intellectual property, such third parties require certain restrictions on the use of the applicable Products or Services by Customers, and may require that specific notice be provided to Customers of such restrictions. Customer shall comply with the user notice set forth in Appendix A with respect to all Products or Services involving intellectual property of ID Pharma Co., Ltd. (“IDP”), and the user notice set forth on Appendix B with respect to all Products or Services involving intellectual property of iPS Academia Japan, Inc. (“AJ”), and to cooperate with StemoniX, IDP and AJ to enforce such restrictions. If there is any question as to whether Products or Services require restrictions and/or notices, StemoniX will control the ultimate decision and direction on such matter.

Use Restrictions: Products are sold for research purposes only, and may not be used for any other purpose. Products must be used in accordance with the StemoniX Instructions for Use (“IFU”). Customer will NOT use Products or ANY modified version of Products in (i) humans, (ii) human clinical trials, (iii) human diagnostic procedures or (iv) any other human investigational or therapeutic application. Customer shall comply with any and all use restrictions applicable under StemoniX’s licenses of intellectual property from third parties. Customer may not transfer Products or any modified version of Products to any third party without prior written approval from StemoniX. Customer will not directly or indirectly reverse engineer the Products. Customer may request limited, de-identified donor information, which may be provided at the sole discretion of StemoniX.

Limited Warranty: StemoniX warrants that the Products purchased by Customer conform to the specifications contained in the Certificate of Analysis for the Products shipped to Customer; this warranty extends solely to Customer (or, in the case of a Customer who is a distributor, entitles the customer of the distributor), as the original purchasing customer, and is not transferable under any circumstances. Warranty questions related to a suspected defective Product must be directed to StemoniX customer service. Customer’s only remedy with respect to any defective Product shall be replacement of the defective Product in accordance with these Terms. Shipping for warranty replacement product will be paid for by StemoniX. The StemoniX warranty is automatically void if: (i) Customer fails to follow the StemoniX instructions provided with the Product; (ii) the use of the Product is not in accordance with these Terms; (iii) Customer neglects or misuses the Product; or (iv) Customer fails to comply with any other provision in these Terms or any other agreement between Customer and StemoniX. This warranty cannot be assigned.

Disclaimers: Samples and prototypes are provided to Customer “as is,” and as such StemoniX provides no representations or warranties for samples or prototypes. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STEMONIX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS, INCLUDING BUTNOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND CUSTOMER WAIVES ALL RIGHTS AND REMEDIES WITH RESPECT TO ANY DEFECTIVE PRODUCTS OTHER THAN THE EXPRESS LIMITED WARRANTY AND REMEDY STATED ABOVE. In addition, StemoniX makes no warranty of any kind or nature, either express nor implied, for any product sold together with, or as part of, the Products that is not manufactured by StemoniX. Any such accessory to or component part of the Products shall be subject only to the warranty, if any, that is offered and granted by the manufacturer of such other accessory or component part, subject to any transferability limitations contained in such manufacturer’s warranty.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, STEMONIX WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT CUSTOMER MIGHT INCUR UNDER THE AGREEMENT OR THAT MAY ARISE FROM OR IN CONNECTION WITH THE PRODUCTS OR SERVICES, EVEN IF STEMONIX HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE MAXIMUM AGGREGATE LIABILITY OF STEMONIX FOR ANY CUSTOMER LOSS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY PRODUCT OR SERVICE IS LIMITED TO THE AMOUNT CUSTOMER PAID TO STEMONIX FOR THE PRODUCT OR SERVICE THAT GAVE RISE TO THE LOSS.

Force Majeure: StemoniX shall not be responsible for delays or cancellations in the shipment of any Products if the cause is beyond its reasonable control, including without limitation, supply shortages, manufacturing failures, labor issues, orders or actions of government agencies, acts of nature, fires, wars, hostilities or terrorist acts.

Miscellaneous: Customer may not delegate any duties or assign any rights or claims hereunder without StemoniX’s prior written consent. These Terms shall be governed by Minnesota law, without reference to its choice of law provisions. In the event of any legal proceeding between Customer and StemoniX, neither party may claim the right to a trial by jury. StemoniX’s failure to exercise any rights under these Terms is not a waiver of its rights to damages for Customer breach of contract and is not a waiver of any subsequent breach. Headings are for convenience only and shall not be used in the interpretation of these Terms. Customer agrees to keep confidential any non-public technical information, commercial information or instructions regarding Products. In the event that any one or more provisions contained in these Terms is for any reason held to be invalid, illegal, or unenforceable in any respect, the other provisions of these Terms shall remain in full force and effect.

Appendix A

IDP User Notice

Limited Use License Product Name: [To be inserted for each applicable product] Catalog Number: [To be inserted for each applicable product] Definitions

1. ST: StemoniX, Inc. 3210 Merryfield Row, San Diego, CA 92121, USA Tel: (612) 804-8225 Fax: +1-612-977-8650 Email: ping.yeh@stemonix.com

2. IDP : ID Pharma Co., Ltd. 6 Ohkubo, Tsukuba, Ibaraki 300-2611, Japan Tel: 81-29-877-5155 Fax: 81-29-877-5160 Email: cytotune@dnavec-corp.com

3. User: The person or entity that purchased Product(s) or Service(s) from ST or its authorized distributor.

4. Product: The induced pluripotent stem cells (iPSCs) established by ST using the CytoTuneTM-iPS technology of IDP and their Progeny or differentiated cells and any of their derivatives.

5. Pluripotent Cells: iPSCs provided from ST

6. Progeny: cells derived by User from the Pluripotent Cells which retain the ability to selfreplicate, retain ability to differentiate into cell types from all three germ layers and remain in an undifferentiated state whether or not said cells are genetically modified and further including cell lines cloned from such cells so long as the cells retain the ability to selfreplicate, retain ability to differentiate into cell types from all three germ layers and remain in an undifferentiated state.

7. Modifications: cells which are created by User or created through the use of the Pluripotent Cells or Progeny, but which (i) do not differentiate into cell types from all three germ layers and (ii) are in a partially or terminally differentiated state.

8. Materials: Pluripotent Cells, Progeny and Modifications.

9. Research Activities: means use of products or services provided by the User (1) for internal research including drug screening and cell banking and (2) that is a not-for-profit organization solely for its internal research use for non-commercial purposes.

10. Services: services using Materials to be provided to User’s customers for a fee. Some nonlimiting representative examples of Services include, generation of Modifications on behalf of customers, as well as use of Materials in activities such as data generation, conventional and high-throughput screening, hit identification, hit-to-lead generation, lead optimization, safety testing etc. For clarification, Services would also include other services requested by customers, except those in which Materials are administered to humans or animals for therapeutic, diagnostic and prophylactic purposes.

11. Commercial Activity: any activity by a User consisting of at least one of following activities:

(i) use of the Pluripotent Cells or Progeny, for manufacture of related products distributed and/or sold to a third party including but not limited to culture medium and equipment, (ii) use of the Pluripotent Cells, Progeny or Modifications to provide a service, information or data to a third party for financial gain; provided, however, that in case a non-for-profit organization provides a service, information or data on behalf of a third party having an appropriate license from IDP, such non-for-profit organization’s activity shall not be considered Commercial Use (ii), (iii) sale, lease, distribution or transfer of Pluripotent Cells, Progeny or Modification to third party(ies) for financial gain; provided, however, that transfer of Pluripotent Cells, Progeny or Modifications by a not-for-profit organization to other not-for-profit organization solely for its internal research purposes is not considered Commercial Use (iv), or (iv) sale, lease, distribution or transfer of Pluripotent Cell and Progeny to for-profit organizations not for financial gain. Note: “financial gain” here means any financial benefit or gain earned by User which consideration or revenue of a transaction exceeds its cost of operating the transaction. User Restrictions 1. The Product and its use are the subjects to one or more of patents and/or patent applications, including but not limited to patents US8048999, US9127256, US9090909 and application PCT/JP2014/75248 which IDP owns or have been granted the license rights with sub-licensable right. 2. The purchase of the Product conveys to User the limited, non-exclusive and nontransferable right (without the right to sell, repackage, or further sub-license) under the patents described in Section 1 above to use the purchased amount of the Product and the derivatives of the Product in internal research conducted by User (whether User is non-for-profit organization or for for-profit organization). No other right is granted to User whether expressly, by implication, by estoppel or otherwise. In particular, the purchase of the Product does not include nor carry any right or license to use, develop or otherwise exploit the Product commercially, and no right are conveyed to User to use the Product for any other purpose. 3. User may use Materials for its Research Activities in its laboratories located in [Location to be inserted for each User], provided however that Commercial Use of Materials by User shall be restricted and be required with appropriate license or sublicense from IDP (and licenses from iPS Academia Japan, Inc. located at 448-5-201, Kajii-cho Imadegawa Kawaramachi Kamigyo-ku, Kyoto 602-0841, Japan, if User has not obtained appropriate license from them). For clarity, in case that User is a nonfor-profit organization, including academia, governmental body and other non-forprofit organization, internal research use of Materials by User for academic, educational and the other non-commercial purpose and transfer of Materials between non -for-profit organizations for non-commercial purposes is not restricted. 4. User agrees to use Materials in compliance with all applicable statutes and regulations, but not to use Materials for application and use for human/animal therapeutic, diagnostic and/or prophylactic purposes including but not limited to clinical applications, cell therapy, transplantation, and/or regenerative medicine without appropriate license. For information on purchasing a license to the patent rights for purposes other than those permitted above, please directly contact with IDP at cytotune@dnavec-corp.com.

Appendix B

AJ User Notice

Licensed Differentiated Cells Definitions:

1. StemoniX: StemoniX, Inc.

2. iPS-AJ: iPS Academia Japan, Inc.

3. User: The person or entity purchased Differentiated Cell(s) or Service(s) from StemoniX.

4. Services: Services which StemoniX provides to User to make and/or grow the iPS cells and then differentiate such iPS cells into specific differentiated cell types for the benefit of User, and such services are provided by StemoniX under the patent license agreement between iPS-AJ and StemoniX.

5. Differentiated Cells: Differentiated cells differentiated from iPS cells by StemoniX and provided to User as a part of results of Services or differentiated cells differentiated from iPS cells by StemoniX and sold by StemoniX to User.

User Restrictions:

1. User may use the Differentiated Cells for internal research including but not limited to screening potential drug compounds for efficacy and safety, and for the provision of such services to third parties. No other right is granted to User whether expressly, by implication, by estoppel or otherwise. In particular, the purchase of the Differentiated Cells or the Services does not include nor carry any right or license to use, develop or otherwise exploit the Differentiated Cells commercially, and no rights are conveyed to User to use the Differentiated Cells for any other purpose. 2. User agrees to use the Differentiated Cells in compliance with all applicable statutes and regulations, but not to use the Differentiated Cells for application and use for human/animal therapeutic, diagnostic and/or prophylactic purposes including but not limited to clinical applications, cell therapy, transplantation, and/or regenerative medicine without appropriate license. 3. If a User transfers Differentiated Cells to a third party, User shall convey the User restriction set forth herein to such third party.

Pluripotent Cells, Progeny or Modifications Definitions:

1. StemoniX: StemoniX, Inc.

2. iPS-AJ: iPS Academia Japan, Inc.

3. User: The person or entity purchased Product(s) or Service(s) from StemoniX

4. Services: Services which StemoniX provides to User to generate iPS cells for the benefit of User, and such services are provided by StemoniX under the patent license agreement between iPS-AJ and StemoniX.

5. Product: iPS cells provided by StemoniX to User and are claimed in the patents and patent applications mentioned below

6. Pluripotent Cells: iPS cells provided by StemoniX 7. Progeny: Cells derived by User from the Pluripotent Cells which retain the ability to selfreplicate, retain ability to differentiate into cell types from all three germ layers and remain in an undifferentiated state whether or not said cells are genetically modified and further including cell lines cloned from such cells so long as the cells retain the ability to self-replicate, retain ability to differentiate into cell types from all three germ layers and remain in an undifferentiated state 8. Modification: Cells which are created by User through the use of the Pluripotent Cells or Progeny, but which (i) do not differentiate into cell types from all three germ layers and (ii) are in a partially or terminally differentiated state 9. Materials: Pluripotent Cells, Progeny and Modification 10. Commercial Use: Any activity by a User including at least one of following activities: (i) use of the Pluripotent Cells or Progeny, for manufacture of related products distributed and/or sold to a third party including but not limited to culture medium and equipment; (ii) use of the Pluripotent Cells, Progeny or Modifications to provide a service, information or data to a third party for financial gain; (iii) use of the Pluripotent Cells, Progeny or Modifications for screening small molecular compounds, antibodies, proteins, peptides, and large-molecular compounds as potential pharmaceutical compounds. For avoidance of misunderstanding, target discovery, target validation or assay development are excluded. Moreover, use of the Pluripotent Cells, Progeny or Modifications for screening by not-for-profit organizations solely for academic, educational and not-for-profit purposes is not considered as Commercial Use, but industry sponsored screening conducted by notfor-profit organization is considered as Commercial Use; (iv) sale, lease, distribution or transfer of Pluripotent Cells, Progeny or Modifications to third parties for financial gain; or (v) sale, lease, distribution or transfer of Pluripotent Cells and Progeny to for-profit organizations not for financial gain Note: “financial gain” here means any financial benefit or gain earned by User which consideration or revenue of a transaction exceeds its cost of operating the transaction.

User Restrictions:

1. The Product and its use are subject to one or more of US Patents Nos. 8048999; 8058065; 8129187; 8278104; and 8748179, and corresponding foreign patents and/or other pending US Patents and corresponding foreign patent applications which iPS-AJ have been granted the license rights with sub-licensable right.

2. The purchase of the Product conveys to User the limited, non-exclusive and nontransferable right (without the right to sell, repackage, or further sub-license) under the patents set out in Section 1 above to use the purchased amount of the Product and the derivatives of the Product in internal research conducted by User (whether User is nonfor-profit organization or for for-profit organization). No other right is granted to User whether expressly, by implication, by estoppel or otherwise. In particular, the purchase of the Product does not include nor carry any right or license to use, develop or otherwise exploit the Product commercially, and no rights are conveyed to User to use the Product for any other purpose.

3. User may use Materials for its internal research in its laboratories located in the country and area specified, provided however that Commercial Use of Materials by User shall be restricted and be required with appropriate license or sub-license from iPS-AJ or StemoniX. For clarity, in case that User is a non-for-profit organization, including academia, governmental body and other non-for-profit organization, internal research use of Materials by User for academic, educational and the other non-commercial purpose and transfer of Materials between non-for-profit organizations for noncommercial purposes is not restricted.

4. User agrees to use Materials in compliance with all applicable statutes and regulations, but not to use Materials for application and use for human/animal therapeutic, diagnostic and/or prophylactic purposes including but not limited to clinical applications, cell therapy, transplantation, and/or regenerative medicine without appropriate license.

5. For information on purchasing a license to the patent rights for purposes other than those permitted above, please directly contact with License Division, iPS-AJ.

StemoniX, Inc. Address: 3210 Merryfield Row, San Diego, CA 92121, USA E-mail: ping.yeh@stemonix.com Tel: (612) 804-8225 Fax: 612-977-8650

iPS Academia Japan, Inc. Address: 207 International Science Innovation Building East Wing, Kyoto University 36-1 Yoshida-honmachi, Sakyo-ku, Kyoto 606-8501, Japan E-mail: license@ips-ac.co.jp Fax: +81-75-761-3577