MENSTRUAL BLOOD STEM CELL TESTING, PROCESSING, AND STORAGE AGREEMENT I, the undersigned (the “Client”), on behalf of myself, engage LifeCell International Private Limited (“LifeCell”) to process, and store stem cells obtained from the menstrual blood on the following terms (this “Agreement”). This Agreement is entered into this _________ day of ___________________, 201______ (the “Enrollment Date”) and legally binds LifeCell and the Client, including the legal heir of the client. 1. Definitions: In this Agreement, (including the recitals above), unless the context otherwise requires, the following expressions shall have the following meanings: 1.1 „Client‟ means the woman, from whom the menstrual blood sample has been collected 1.2 ‘Collection Kit’ means the kit consisting of all necessary materials provided by LifeCell to the Client after enrolment, for the purpose of collection of menstrual blood sample. 1.3 „LifeCell Laboratory’ means LifeCell‟s laboratory facilities situated at No 26, Vandalur Kelambakkam Main Road, Keelakottiyur, Chennai – 600048, or any such other laboratory that LifeCell may designate from time to time. 1.4 „Minimally Expanded stem cells‟ means cells that have been obtained from exvivo isolation and not subjected to further passaging. 1.5 Mesenchymal Stem Cell’ means multipotent stem cells that can differentiate into a variety of cell types and are characterized by expression of markers CD90 and CD105. 1.6 „Specimen’ means and includes stem cells obtained from menstrual blood 2. Services of LifeCell; Testing, Processing, Preserving and Storage. 2.1. LifeCell offers its services under various options which the Client must choose in the Enrollment Form (Exhibit 1). 2.2. LifeCell shall obtain all statutory permissions and licenses that might be required for providing the services contemplated under this Agreement. 2.3. LifeCell also conducts the following tests on the Specimen: (a) cell counting and (b) cell proliferation assay 2.4. Upon successful enrollment, LifeCell will provide the Client with the following: 2.4.1. A Collection Kit 2.4.2. A copy of the Agreement 2.4.3. A unique Client Relationship Management (CRM) identification number that enables the Client to quote for all communications with LifeCell. 3. Client Responsibilities. 3.1. On the Enrollment Date, Client must complete the Enrollment Form (Exhibit 1), and Health History (Exhibit 2). 3.2. Client must collect, prepare, and properly label the Specimen, in accordance with the instructions given in the Collection Kit. In particular the Client must ensure that a minimum of 10 milliliters of menstrual blood sample is collected, since smaller
quantities of menstrual blood sample may not be suitable for processing. The Client shall also ensure that the forms included in the Collection Kit are duly filled up and sent to LifeCell. 3.3. It is the responsibility of the Client for delivery of the menstrual blood sample to LifeCellâ€&#x;s Laboratory within 48 hours of collection of menstrual blood sample. For purposes of convenience LifeCell has identified a courier company, who has the required expertise in handling the same for proper transportation. Client may choose this agency for forwarding the menstrual blood sample to LifeCell. The courier charges will be borne by LifeCell. The selected courier is not an agent of LifeCell and LifeCell is not liable for any deterioration, loss or destruction of the menstrual blood sample prior to receipt by LifeCell at LifeCell Laboratory. 3.4. Client must promptly notify LifeCell in writing of any change in Clientâ€&#x;s name or current mailing address 4. Fees for Services. 4.1. At Enrollment Date, Client must choose either the Annual Storage Plan or the Lifetime Storage Plan by completing Exhibit 2. 4.1.1. Annual Storage Plan. The Annual Storage Plan includes a processing and testing Fee and an Annual Storage Fee. 4.1.2. Lifetime Storage Plan. Pursuant to the Lifetime Storage Plan, Client makes a one-time payment which includes the processing and testing Fee and storage of the Specimen until the Client attains the age of 60. 4.2. All fees paid by Client to LifeCell are non-refundable. However in the event of the Menstrual Blood being insufficient/ unfit for processing, the processing fees would be refunded, and in case the Specimen is found to be unfit for storage for any reason, the storage component of the fees would be refunded. 4.3. In the unlikely event that LifeCell elects to terminate this Agreement under Section 15, a pro-rated refund of the prepaid storage fees will be made by LifeCell to the Client. Further, LifeCell guarantees the continuity of your storage by transferring your Specimen at its own cost to a comparable stem cell bank facility, nominated by LifeCell at no extra charge. If the Client elects to nominate an alternative facility for the transfer, the Client will have to bear the cost of transportation. 5. Term of Agreement. 5.1 If the Client signs up for the Annual Storage Plan, this Agreement will continue for one year after the processing and storage of the Specimen, and will automatically renew for successive one year periods until Client attains the age of 60. This automatic renewal is subject to the Client making payment of the annual storage fee on or before the due date every year and the Agreement is not terminated under Section 15. 5.2 If the Client signs up for the Lifetime Storage Plan, this Agreement will continue until the Client attains the age of 60. 5.3 At least 60 days before the completion of Client attains the age of 60 LifeCell would make reasonable attempts to notify Client about the scheduled expiration of Agreement. If the Client intimates her willingness to continue the storage for further period, the Client shall enter into a new agreement with LifeCell, as per the then prevailing terms. 6. Storage Terms. The Specimen will be stored as follows:
6.1. The Specimen will initially be stored in LifeCell Laboratory in Chennai, Tamil Nadu. LifeCell reserves the right to relocate the Specimen to another location which is equivalent to LifeCellâ€&#x;s Laboratory. 6.2. If the Specimen is relocated, LifeCell will notify Client within 60 days after such relocation. 6.3. The Specimen will be stored so long as all fees have been timely paid. 7. Representations and Warranties of Client. Client represents and warrants that 7.1. Client has had the opportunity to consult Clientâ€&#x;s own legal counsel to review this Agreement and related forms and Client has carefully read and understood all the terms of this Agreement; 7.2. The decision to collect the Specimen, test and process and store the Specimen is a completely voluntary act of Client; 7.3. Client has discussed this Agreement with a competent medical professional, who is not an employee or agent of LifeCell. 7.4. Client understands and agrees that to enroll with LifeCell the Client must be at least 18 years of age. By entering into this Agreement the Client certifies and represents that she is over 18 years of age. 8. Assumption of risk by Client. 8.1. Client acknowledges that she has been fully informed of, accepts and agrees to the conditions, risks, limitations and costs of processing, testing and storage of the Specimen. 8.2. Client assumes all risks associated with the collection, preparation and delivery of the Specimen to LifeCell. 8.3. Client is aware that banking the Specimen does NOT guarantee that a stem cell transplant would be the first or best course of treatment for any particular disease or for every disease treatable by stem cell transplantation. A medical care provider ultimately decides whether the use of the Specimen is indicated, based on the nature and progression of the disease. 8.4. Client is aware that the Specimen is being stored for autologous use, and that further processing of the Specimen would be required before use. 8.5. If an unforeseen circumstance should occur, ownership of the product will be controlled by Clientâ€&#x;s estate. 9. Obligations and Rights to Specimen. 9.1. Client is solely liable for all of the obligations and responsibilities herein under and shall have all rights of the Client, including control of the Specimen. The exercise of any rights and control over the Specimen will require written notice to LifeCell signed by the Client. 9.2. Any components that remain after the Specimen is processed and that are not being stored, will be disposed of by LifeCell. 9.3. Upon termination of this Agreement, if the Client has not submitted to LifeCell a request form for retrieval of Specimen within 30 days of the date of termination, Client shall have relinquished all rights and waives all claims to the Specimen, and LifeCell shall have the right at its sole discretion to utilize, donate for research or dispose of the Specimen. 10. Retrieval of Specimen.
10.1. There is no fee payable by the Client to LifeCell for retrieval of Specimen. Any additional expenses relating to third party expenses, if any, will have to be borne by the Client. 10.2. The stored Specimen will be available for access or delivery by or before the end of the 15th business day after LifeCell's receipt of a written request from Client. However if the Specimen is retrieved for use in transplantation, the expanded cells would be available for access or delivery by or before the end of 90th business day after LifeCell‟s receipt of a written request from Client. 10.3. The request must be made on a request form provided by LifeCell. This must be signed by the Client, and include provide the name and address of the facility where the Specimen is to be delivered and the date delivery is requested. 10.4. If the retrieval is requested for a transplant, the request form must be accompanied by transplant physician‟s certification confirming the end-use. The stored Specimen can only be released for use in Drug Controller General of India and/or Indian Council of Medical Research approved treatments or clinical trials. 10.5. Free Worldwide Shipment: In the event of a transplant, charges on account of courier/transportation etc., to the designated destination anywhere in the world will be borne by LifeCell. For the purpose of convenience LifeCell has identified a courier company who has the required expertise in handling the same for proper transportation. The Client may choose this agency for transporting the stored specimen from LifeCell laboratory. The selected courier is not an agent of LifeCell and LifeCell is not liable for any deterioration, loss or destruction of the specimen during transportation to the designated destination. 11. Disclaimers. Client acknowledges that neither LifeCell nor any of its officers, directors, shareholders, executives, employees, agents or consultants have made any representations, guarantee, warranties or assurances, express or implied, to Client regarding the success of the collection, transportation, testing, processing, cryopreservation, storage process or use of the Specimen. Client acknowledges the following express disclaimers: 11.1. LifeCell expressly disclaims any warranty or guarantee that the Specimen will ever be of therapeutic value or have any beneficial use. 11.2. LifeCell does not perform any medical services, give any medical advice, or otherwise perform any functions other than those expressly indicated; 11.3. LifeCell expressly disclaims any responsibility to provide any other services beyond those it expressly agrees to in this Agreement. 12. Limitation of Liability: CLIENT AGREES THAT LIFECELL’S LIABILITY FOR ANY LOSS, HARM, DAMAGE OR CLAIM OF ANY KIND IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED BY LIFECELL SHALL BE LIMITED TO THE RETURN OF AN AMOUNT EQUAL TO ALL FEES PAID BY CLIENT TO LIFECELL. 13. Force Majeure: CLIENT AGREES THAT LIFECELL SHALL NOT BE LIABLE FOR ANY LOSS, DETERIORATION OR DESTRUCTION OF ALL OR ANY PART OF THE SPECIMEN RESULTING FROM CAUSES OR CIRCUMSTANCES BEYOND LIFECELL’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO FIRE, EXPLOSIONS, NATURAL DISASTERS, TERRORIST ACTS OR ACTS OF WAR.
14. Indemnity and Hold Harmless. Client agrees to indemnify and hold LifeCell and Clientâ€&#x;s hospital and physicians and their respective agents, employees, officers, directors, shareholders and affiliates harmless from any and all claims, liabilities, demands and causes of action asserted against them by any person or entity, including any third party beneficiary of this Agreement. 15. Termination of Agreement. This Agreement may be terminated by (a) Client at any time prior to the collection of the Specimen, or (b)LifeCell if it has exercised its right to refuse Specimen storage for any reason, or (c) LifeCell if any payment due to LifeCell is not timely paid and such failure to pay is not cured within 30 days after receipt of notice from LifeCell of such failure to pay, or (d) mutual agreement of Client and LifeCell, or (e) either party upon 60 days prior written notice to the other party hereto, or (f) in the event, the Specimen is retrieved for a transplant. Both LifeCell and Client specifically agree that the notice period for termination is fair and reasonable. Upon termination of this Agreement, neither LifeCell nor Client will have any continuing obligations, claims for any loss, damages, expenses or liabilities to or against the other, save in respect of any amount which remains outstanding and payable by either party hereto. 16. Arbitration. All disputes arising out of or relating to this Agreement will be resolved by arbitration. Client agrees that prior to arbitration, Client and LifeCell will attempt to resolve the dispute through good faith negotiations. If Client and LifeCell are unable to resolve a dispute, Client or LifeCell may initiate arbitration by sending a notice to the other party and a written demand for arbitration to the other party. The arbitration will take place in Chennai, Tamilnadu, India. The Arbitration would be governed by the Arbitration and Conciliation Act, 1996. All decisions of the arbitrator shall be final, binding, and conclusive and arbitration constitutes the only method of resolving disputes to this Agreement. This Section shall survive any termination or expiration of the Agreement. 17. Governing Law, Jurisdiction and Venue. This Agreement is governed by, construed and interpreted in accordance with the laws of India. Subject to the compulsory arbitration provisions of Section 18, any judicial proceedings brought against either LifeCell or Client under this Agreement will be brought in a competent court in Chennai, India. LifeCell and Client consent to the exclusive jurisdiction of the aforesaid courts and waive any objection to venue therein and irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement. 18. Confidentiality; Consent to Release. LifeCell acknowledges the confidential nature of the information provided by Client and agrees to use its reasonable best efforts to maintain the confidentiality of the information except as required by law or as permitted by this Agreement. Client hereby agrees to the release of information to the hospital, laboratory or physician providing the services. 19. Assignment. LifeCell may assign this Agreement to any individual or entity providing a similar service. If LifeCell is acquired by or merged with or into another company, LifeCell shall require that the terms of this Agreement continue in full force and effect. 20. Notice.
20.1. Any notice shall be sufficiently given if delivered in person or sent by express mail or by registered or certified mail, postage prepaid. 20.2. Notice to LifeCell must be delivered to LifeCell International Private Limited, 26 Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai – 600048. 20.3. Notice to Client will be delivered to the address set forth after Clientâ€&#x;s signature. Such notice will be deemed to have been given when personally delivered or received. 21. Entire Agreement. This Agreement and the exhibits hereto constitute the entire agreement between LifeCell and the Client, and supersedes any prior agreements or understandings, oral and written. 22. Survival. All provisions which by their terms require performance after the termination of this Agreement will survive the termination of this Agreement. 23. Binding Effect. All of the obligations, terms, provisions and releases set forth in this Agreement, shall be binding upon and inure to the benefit of LifeCell and the Client, and their respective heirs, personal representatives, successors, and assigns. 24. Severability. If any part of this Agreement is found to be invalid or unenforceable, such provision is deemed modified to the extent necessary to make the Agreement enforceable, and this Agreement shall otherwise remain in full force and effect. 25. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT _____________________________________________