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APP. No.:


Thank you Stem Cells I’m here because of you!


APP. NO. ...........................................

*Client's Name Husband's Name Client's Date of Birth

Husband

*Parent or legal guardian of the child.

Page No. 1 of 36

Client

Client's Initials

Husband's Initials Birth Mother, if not Client


APP. NO. ...........................................

Signature of Client

Page No. 2 of 36

Signature of Husband


APP. NO. ...........................................

Husband

Client

Client's Initials

Page No. 3 of 36

Husband's Initials Birth Mother, if not Client


APP. NO. ...........................................

Protect Baby Protect Mom

39,500

58,000

47,000

67,000 4,000

74,900

1,14,900

3,250

4,900

6,250

9,600

12,500

19,150

4,000

Value added service New Born Genetic Testing

Optional service which can be combined with any of the above services

6,000

obtained from Child. Testing, processing and storage of minimally manipulated cord blood and minimally expanded cord tissue stem cells obtained from Child. Expansion up to 50 Million umbilical cord tissue derived mesenchymal stem cells to be provided at the time of transplant. Protect Baby, Protect Mom

Testing, Processing and Storage of minimally manipulated cord blood and minimally expanded cord tissue stem cells obtained from Child; Expansion up to 50 Million umbilical cord tissue derived mesenchymal stem cells to be provided at the time of transplant; Testing, Processing, and Storage of minimally expanded menstrual blood stem cells obtained from Client; Expansion up to 150 Million menstrual blood derived mesenchymal stem cells to be provided at the time of transplant. PROTECT BABY, PROTECT MOM

I wish to subscribe for New Born Genetic Testing at an additional payment of Rs. 6,000 which I agree to pay upfront.

Client's Initials

Page No. 4 of 36

Husband's Initials Birth Mother, if not Client


I/We, the undersigned (the 'Client'), on behalf of myself /ourselves and my /our unborn child (the 'Child'), engage LifeCell International Private Limited ('LifeCell') to process, and store stem cells obtained from the umbilical cord tissue and /or stem cells from umbilical cord blood and /or placental blood collected at birth of the Child and to test the blood of the birth mother of the Child on the following terms (this 'Agreement').

1.10 p

1.11

'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.

1.12

1.5

'Collection Kit' means the kit consisting of all necessary materials provided by LifeCell to the Client after enrolment, for the purpose of collection of Maternal Blood and the Specimen.

LifeCell also conducts the following tests:

‘Maternal Blood’ means peripheral blood taken from Birth Mother of the Child, observing standard phlebotomy procedures, before or after the birth of the Child.

1.9

(a) a micr obiological scr een on t he Specimen. (b) hematology analysis including blood grouping and cell counting on the Specimen. (c) infectious disease screening of the Maternal Blood for Syphilis, Malaria, Hepatitis B, Hepatitis C, HIV and Cytomegalovirus.

'Minimally Expanded stem cells' means cells that have been obtained from ex-vivo isolation and not subjected to further passaging.

Client's Initials

Page No. 5 of 36

Husband's Initials Birth Mother, if not Client


21-Year Storage Plan. Pursuant to the 21-year Storage Plan, Client makes a one-time payment which includes the processing and testing fee and storage of the Specimen for a period of twenty one years.

3.2

Client must select qualified personnel to collect, pr epa r e a n d l a bel t h e Ma t er n a l Bl ood a n d the Specimen for delivery to LifeCell in accordance with the instructions given in the Collection Kit. In particular the Client must ensure that a minimum of 40 milliliters of cord blood and /or placental blood, 15 centimeters of cord tissue, and 15 milliliters of Maternal Blood is collected, since smaller Specimen's may not be suitable for processing. The selection of qualified personnel to collect, prepare and label the Maternal Blood and Specimen and payment for their services is Client's sole responsibility. The Client or the authorized representative of the Client shall also ensure that the forms included in the Collection Kit are duly filled up and sent to LifeCell. It is the responsibility of the Client for delivery of the Maternal Blood and Specimen to LifeCell's Laboratory within 48 hours of collection of Specimen. 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 Maternal Blood and Specimen 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 Maternal Blood or Specimen prior to receipt by LifeCell at LifeCell Laboratory.

5. Terms of Agreement: If the client signs-up for the Annual Storage Plan, this agreement will continue for one year from the date of birth of the Child and will automatically renew for successive one year periods until the Child completes the age of twenty one years. 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 19.

If the client or the child consents his/her willingness to continue the storage beyond twenty one years, the child shall enter into a new Agreement with LifeCell as per the then prevailing terms.

Client's Initials

Page No. 6 of 36

Husband's Initials Birth Mother, if not Client


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 LifeCell's Laboratory.

9.1.

Client acknowledges that he/she has been fully informed of, accepts and agrees to the conditions, risks, limitations, and costs of processing, testing and storage of the Specimen. Client assumes all risks associated with the collection, preparation and delivery of the Specimen and Maternal Blood to LifeCell.

9.2.

Client is aware that banking a Child's Specimen does NOT guarantee that a stem cell transplant would be the first or best course of treatment for any particular disease or that a Child's own stem cell is useful for every disease treatable

7. Informed Consent of Mother for Infectious Disease Testing.

by stem cell transplantation. A medical care provider

7.1.

ultimately decides whether the use of the Child's Specimen

7.2.

By signing this Agreement and the Informed Consent for Infectious Disease & HIV testing the Birth Mother grants her consent to perform the testing on Maternal Blood. If any test results are positive, the results will be shown to both the mother and physician indicated in the Enrolment Form. If the screening test is positive, another test will be required to confirm the result. If the positive screening is confirmed, the Birth Mother consents to the delivery of these results to the mother's physician indicated in the Informed Consent Form. In the event of laws requiring the disclosure of results to any authority by LifeCell, the Birth Mother is deemed to have given her consent.

is indicated, based on the nature and progression of the disease and the HLA matching for donor and recipient.

If any of the tests are positive, LifeCell may decline to continue storing the Specimen. Client shall pay the cost of any confirmatory testing, including the cost of shipping the Maternal Blood to another testing laboratory, with the prior consent of the Client. LifeCell does not assume responsibility or liability for confirmatory testing performed by another testing laboratory.

Client has had the opportunity to consult Client’s own legal counsel to review this agreement and related forms and Client has carefully read and understood all the terms of this agreement.

8.3.

The decision to collect the Specimen and Maternal Blood, test the Maternal Blood and process and store the Specimen is a completely voluntary act of Client;

11.1. There is no fee payable by the Client to LifeCell for retrieval of Specimen. Any of blood or third party expenses, will have to be borne by the Client.

Client's Initials

Page No. 7 of 36

Husband's Initials Birth Mother, if not Client


11.2. The stored Specimen will be available for access or delivery

12.2. The Specimen must be retrieved for transplant and

th

by or before the end of the 10 business day after LifeCell's receipt of a written request from Client. However if the Client's chosen plan also covers isolation and expansion of stem cells at the time of retrieval, 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.

11.3.

used in an autologous manner for homologous use (hematopoietic reconstitution) and must be administered under the direction of a transplant physician in a medical facility qualified and approved by competent authority for stem cell transplantation.

12.3. LifeCell Cares Program is valid for Clients who have signed LifeCell's standard Agreement, and whose payments to LifeCell for its services are continuing.

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.

11.4. 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.

11.5. In the event of a transplant, the charges on the

Upon appropriate verification of Client’s request, LifeCell will pay ` 5,00,000 (Rupees Five Hundred Thousand Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities

13.

Lifecell Disaster Relief Program While LifeCell shall ensure that the preserved Specimen will be maintained with the utmost care, there may be unforeseen events that may occur, which are beyond the reasonable control of LifeCell, that may potentially deteriorate the Specimen held in cold storage premises. In the extremely unlikely occurrence of such event, LifeCell offers up to ` 1,000,000 (Rupees One Million Only) subject to the following conditions:

13.1. The Child must be positively diagnosed with any of the 75 hematological malignancies treatable using the stored Specimen, and must be scheduled for a stem cell transplant.

13.2. The Specimen is lost due to change in temperature

12.

LifeCell Cares Program LifeCell assures that your Child’s Specimen will be well cared for throughout the storage term chosen by you. LifeCell understands that there may be financial hardships in the event your Child’s Specimen is required for a stem cell transplant in which case LifeCell under its LifeCell Cares Program will reimburse the Client up to ` 500,000 (Rupees Five Hundred Thousand Only) to offset treatment related and personal family expenses, provided the following conditions are satisfied: The Child must be positively diagnosed from any one of the 75 hematological malignancies treatable using that stored Specimen.

arising out of loss or damage to the cold storage machinery due to operation of an insured peril i.e., fire, lightning, explosion and implosion, aircraft damage, riot, strike, malicious damage and terrorism, storm, tempest, flood and inundation, impact damage, subsidence and landslide/rockslide, bursting and/or overflowing of water tanks, apparatus and pipes, missile testing, leakage from automatic sprinkler installations, bush fire, earthquake (fire and shock), and act of terrorism (Note that standard exclusions apply).

13.3. The claim is made by the Client during the term of Agreement entered into with LifeCell, and is only valid for Clients who have signed LifeCell’s standard contract and Agreement and whose payments to LifeCell for services are current. Upon appropriate verification of Client’s request, LifeCell will pay ` 10,00,000 (Rupees One Million Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities

Client's Initials

Page No. 8 of 36

Husband's Initials Birth Mother, if not Client


17. Force Majeure: The client agrees that LifeCell shall not be responsible for any loss, deterioration, or destruction of all or any part of the Specimen resulting from causes or circumstances which are beyond LifeCell’s reasonable control and not covered under the LifeCell Disaster Relief Program.

14.1. The Specimen thawing procedure must be a validated

18. Indemnity and Hold Harmless.

procedure used by the transplant facility and the Specimen must be administered immediately upon thawing.

hospital and physicians and their respective agents,

14.2. The Specimen must be collected using LifeCell's Collection

employees, officers, directors, shareholders and affiliates

Kit or approved alternative collection technique, and must be processed and at all times be stored by LifeCell.

causes of action asserted against them by any person

Client agrees to indemnify and hold LifeCell and Client's

harmless from any and all claims, liabilities, demands and or entity, including any third party beneficiary of this Agreement.

19. Termination of Agreement.

Upon appropriate verification of Client’s request, LifeCell will pay ` 10,00,000 (Rupees One Million Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities

in the event, the entire Specimen covered under this agreement is retrieved. However, if the client retrieves only a portion of the Specimen the agreement would survive and continue until the entire Specimen has been retrieved.

16. 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. Such limitation of liability shall in no way be diminished as a result of the LifeCell Cares Program.

Client's Initials

Page No. 9 of 36

Husband's Initials Birth Mother, if not Client


22. Confidentiality;

Client's Initials

Page No. 10 of 36

Husband's Initials Birth Mother, if not Client


I/We, the undersigned (the 'Client'), on behalf of myself /ourselves and my /our unborn child (the 'Child'), engage LifeCell International Private Limited ('LifeCell') to process, and store stem cells obtained from the umbilical cord tissue and /or stem cells from umbilical cord blood and /or placental blood collected at birth of the Child and to test the blood of the birth mother of the Child on the following terms (this 'Agreement').

1.10 p

1.11

'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.

1.12

1.5

'Collection Kit' means the kit consisting of all necessary materials provided by LifeCell to the Client after enrolment, for the purpose of collection of Maternal Blood and the Specimen.

LifeCell also conducts the following tests:

‘Maternal Blood’ means peripheral blood taken from Birth Mother of the Child, observing standard phlebotomy procedures, before or after the birth of the Child.

1.9

(a) a micr obiological scr een on t he Specimen. (b) hematology analysis including blood grouping and cell counting on the Specimen. (c) infectious disease screening of the Maternal Blood for Syphilis, Malaria, Hepatitis B, Hepatitis C, HIV and Cytomegalovirus.

'Minimally Expanded stem cells' means cells that have been obtained from ex-vivo isolation and not subjected to further passaging.

Client's Initials

Page No. 11 of 36

Husband's Initials Birth Mother, if not Client


21-Year Storage Plan. Pursuant to the 21-year Storage Plan, Client makes a one-time payment which includes the processing and testing fee and storage of the Specimen for a period of twenty one years.

3.2

Client must select qualified personnel to collect, pr epa r e a n d l a bel t h e Ma t er n a l Bl ood a n d the Specimen for delivery to LifeCell in accordance with the instructions given in the Collection Kit. In particular the Client must ensure that a minimum of 40 milliliters of cord blood and /or placental blood, 15 centimeters of cord tissue, and 15 milliliters of Maternal Blood is collected, since smaller Specimen's may not be suitable for processing. The selection of qualified personnel to collect, prepare and label the Maternal Blood and Specimen and payment for their services is Client's sole responsibility. The Client or the authorized representative of the Client shall also ensure that the forms included in the Collection Kit are duly filled up and sent to LifeCell. It is the responsibility of the Client for delivery of the Maternal Blood and Specimen to LifeCell's Laboratory within 48 hours of collection of Specimen. 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 Maternal Blood and Specimen 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 Maternal Blood or Specimen prior to receipt by LifeCell at LifeCell Laboratory.

5. Terms of Agreement: If the client signs-up for the Annual Storage Plan, this agreement will continue for one year from the date of birth of the Child and will automatically renew for successive one year periods until the Child completes the age of twenty one years. 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 19.

If the client or the child consents his/her willingness to continue the storage beyond twenty one years, the child shall enter into a new Agreement with LifeCell as per the then prevailing terms.

Client's Initials

Page No. 12 of 36

Husband's Initials Birth Mother, if not Client


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 LifeCell's Laboratory.

9.1.

Client acknowledges that he/she has been fully informed of, accepts and agrees to the conditions, risks, limitations, and costs of processing, testing and storage of the Specimen. Client assumes all risks associated with the collection, preparation and delivery of the Specimen and Maternal Blood to LifeCell.

9.2.

Client is aware that banking a Child's Specimen does NOT guarantee that a stem cell transplant would be the first or best course of treatment for any particular disease or that a Child's own stem cell is useful for every disease treatable

7. Informed Consent of Mother for Infectious Disease Testing.

by stem cell transplantation. A medical care provider

7.1.

ultimately decides whether the use of the Child's Specimen

7.2.

By signing this Agreement and the Informed Consent for Infectious Disease & HIV testing the Birth Mother grants her consent to perform the testing on Maternal Blood. If any test results are positive, the results will be shown to both the mother and physician indicated in the Enrolment Form. If the screening test is positive, another test will be required to confirm the result. If the positive screening is confirmed, the Birth Mother consents to the delivery of these results to the mother's physician indicated in the Informed Consent Form. In the event of laws requiring the disclosure of results to any authority by LifeCell, the Birth Mother is deemed to have given her consent.

is indicated, based on the nature and progression of the disease and the HLA matching for donor and recipient.

If any of the tests are positive, LifeCell may decline to continue storing the Specimen. Client shall pay the cost of any confirmatory testing, including the cost of shipping the Maternal Blood to another testing laboratory, with the prior consent of the Client. LifeCell does not assume responsibility or liability for confirmatory testing performed by another testing laboratory.

Client has had the opportunity to consult Client’s own legal counsel to review this agreement and related forms and Client has carefully read and understood all the terms of this agreement.

8.3.

The decision to collect the Specimen and Maternal Blood, test the Maternal Blood and process and store the Specimen is a completely voluntary act of Client;

11.1. There is no fee payable by the Client to LifeCell for retrieval of Specimen. Any of blood or third party expenses, will have to be borne by the Client.

Client's Initials

Page No. 13 of 36

Husband's Initials Birth Mother, if not Client


11.2. The stored Specimen will be available for access or delivery

12.2. The Specimen must be retrieved for transplant and

by or before the end of the 10th business day after LifeCell's receipt of a written request from Client. However if the Client's chosen plan also covers isolation and expansion of stem cells at the time of retrieval, 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.

used in an autologous manner for homologous use (hematopoietic reconstitution) and must be administered under the direction of a transplant physician in a medical facility qualified and approved by competent authority for stem cell transplantation.

12.3. LifeCell Cares Program is valid for Clients who have signed LifeCell's standard Agreement, and whose payments to LifeCell for its services are continuing.

11.3. 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.

11.4. 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.

11.5. In the event of a transplant, the charges on the

Upon appropriate verification of Client’s request, LifeCell will pay ` 5,00,000 (Rupees Five Hundred Thousand Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities

13.

Lifecell Disaster Relief Program While LifeCell shall ensure that the preserved Specimen will be maintained with the utmost care, there may be unforeseen events that may occur, which are beyond the reasonable control of LifeCell, that may potentially deteriorate the Specimen held in cold storage premises. In the extremely unlikely occurrence of such event, LifeCell offers up to ` 1,000,000 (Rupees One Million Only) subject to the following conditions:

13.1. The Child must be positively diagnosed with any of the 75 hematological malignancies treatable using the stored Specimen, and must be scheduled for a stem cell transplant.

13.2. The Specimen is lost due to change in temperature

12.

LifeCell Cares Program LifeCell assures that your Child’s Specimen will be well cared for throughout the storage term chosen by you. LifeCell understands that there may be financial hardships in the event your Child’s Specimen is required for a stem cell transplant in which case LifeCell under its LifeCell Cares Program will reimburse the Client up to ` 500,000 (Rupees Five Hundred Thousand Only) to offset treatment related and personal family expenses, provided the following conditions are satisfied: The Child must be positively diagnosed from any one of the 75 hematological malignancies treatable using that stored Specimen.

arising out of loss or damage to the cold storage machinery due to operation of an insured peril i.e., fire, lightning, explosion and implosion, aircraft damage, riot, strike, malicious damage and terrorism, storm, tempest, flood and inundation, impact damage, subsidence and landslide/rockslide, bursting and/or overflowing of water tanks, apparatus and pipes, missile testing, leakage from automatic sprinkler installations, bush fire, earthquake (fire and shock), and act of terrorism (Note that standard exclusions apply).

13.3. The claim is made by the Client during the term of Agreement entered into with LifeCell, and is only valid for Clients who have signed LifeCell’s standard contract and Agreement and whose payments to LifeCell for services are current. Upon appropriate verification of Client’s request, LifeCell will pay ` 10,00,000 (Rupees One Million Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities

Client's Initials

Page No. 14 of 36

Husband's Initials Birth Mother, if not Client


17. Force Majeure: The client agrees that LifeCell shall not be responsible for any loss, deterioration, or destruction of all or any part of the Specimen resulting from causes or circumstances which are beyond LifeCell’s reasonable control and not covered under the LifeCell Disaster Relief Program.

14.1. The Specimen thawing procedure must be a validated

18. Indemnity and Hold Harmless.

procedure used by the transplant facility and the Specimen must be administered immediately upon thawing.

hospital and physicians and their respective agents,

14.2. The Specimen must be collected using LifeCell's Collection

employees, officers, directors, shareholders and affiliates

Kit or approved alternative collection technique, and must be processed and at all times be stored by LifeCell.

causes of action asserted against them by any person

Client agrees to indemnify and hold LifeCell and Client's

harmless from any and all claims, liabilities, demands and or entity, including any third party beneficiary of this Agreement.

19. Termination of Agreement.

Upon appropriate verification of Client’s request, LifeCell will pay ` 10,00,000 (Rupees One Million Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities.

in the event, the entire Specimen covered under this agreement is retrieved. However, if the client retrieves only a portion of the Specimen the agreement would survive and continue until the entire Specimen has been retrieved.

16. 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. Such limitation of liability shall in no way be diminished as a result of the LifeCell Cares Program.

Client's Initials

Page No. 15 of 36

Husband's Initials Birth Mother, if not Client


22. Confidentiality;

Client's Initials

Page No. 16 of 36

Husband's Initials Birth Mother, if not Client


Client's Initials

Page No. 17 of 36

Husband's Initials Birth Mother, if not Client


Client's Initials

Page No. 18 of 36

Husband's Initials Birth Mother, if not Client


MENSTRUAL BLOOD STEM CELL TESTING, PROCESSING, STORAGE AND INFORMED CONSENT 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 enrollment, 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 ex-vivo 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.

2.4.

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.

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

President, LifeCell International

Client Responsibilities:

3.1.

On the Enrollment Date, Client must complete the Enrollment Form (Exhibit 1), and Health History (Exhibit 3).

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 LifeCell’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 exper tise 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 Client’s name or current mailing address

Services of LifeCell; Testing, Processing, Preserving and Storage:

2.1.

Upon successful enrollment, LifeCell will provide the Client with the following:

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 19 of 36


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 sixty. 4.2.

4.3.

5. 5.1

5.2

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. In the unlikely event that LifeCell elects to terminate this Agreement under Section 16, 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.

5.3

6.

If the Client signs up for the Lifetime Storage Plan, this Agreement will continue until the Client attains the age of sixty.

President, LifeCell International

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 LifeCell’s Laboratory.

6.2.

If the Specimen is relocated, LifeCell will notify Client within sixty 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 Client’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 eighteen years of age. By entering into this Agreement the Client certifies and represents that she is over eighteen years of age.

Terms of Agreement: 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 sixty. 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 16.

At least sixty days before the completion of Client attains the age of sixty 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.

8. 8.1.

Assumption of risk by Client: 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.

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 20 of 36


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 Client’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.

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 exper tise 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.

While LifeCell shall ensure that the preserved Specimen will be maintained with the utmost care, there may be unforeseen events that may occur, which are beyond the reasonable control of LifeCell, that may potentially deteriorate the Specimen held in cold storage premises. In the extremely unlikely occurrence of such event, LifeCell offers up to ` 1,000,000 (Rupees One Million Only) subject to the following conditions:

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

11.1.

President, LifeCell International

LifeCell Disaster Relief Program

The Client must be positively diagnosed with any of the hematological malignancies treatable using the stored Specimen, and must be scheduled for a stem cell transplant.

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 21 of 36


11.2.

11.3.

The Specimen is lost due to change in temperature arising out of loss or damage to the cold storage machinery due to operation of an insured peril i.e., fire, lightning, explosion and implosion, aircraft damage, riot, strike, malicious damage and terrorism, storm, tempest, flood and inundation, impact damage, subsidence and landslide/rockslide, bursting and/or overflowing of water tanks, apparatus and pipes, missile testing, leakage from automatic sprinkler installations, bush fire, earthquake (fire and shock), and act of terrorism (Note that standard exclusions apply). The claim is made by the Client during the term of Agreement entered into with LifeCell, and is only valid for Clients who have signed LifeCell’s standard contract and Agreement and whose payments to LifeCell for services are current. Upon appropriate verification of Client’s request, LifeCell will pay ` 10,00,000 (Rupees One Million Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities.

12.

14. Force Majeure: The client agrees that LifeCell shall not be responsible for any loss, deterioration, or destruction of all or any part of the Specimen resulting from causes or circumstances which are beyond LifeCell’s reasonable control and not covered under the LifeCell Disaster Relief Program.

15. Indemnity and Hold Harmless: Client agrees to indemnify and hold LifeCell and Client’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. 16. Termination of Agreement:

Disclaimers: Client acknowledges that neither LifeCell nor any of its officers, directors, shareholders, executives, employees, agents or consultants have made any r epr esent ations, guarant ee, 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:

12.1

LifeCell expressly disclaims any warranty or guarantee that the Specimen will ever be of therapeutic value or have any beneficial use.

12.2

LifeCell does not perform any medical services, give any medical advice, or otherwise perform any functions other than those expressly indicated;

12.3

LifeCell expressly disclaims any responsibility to provide any other services beyond those it expressly agrees to in this Agreement.

in the event, the entire Specimen covered under this agreement is retrieved. However, if the client retrieves only a portion of the Specimen the agreement would survive and continue until the entire Specimen has been retrieved. 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.

13. Limitation of Liability:

17. Arbitration:

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.

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

President, LifeCell International

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 22 of 36


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. 18. Governing Law, Jurisdiction and Venue:

21.2.

Notice to LifeCell must be delivered to LifeCell International Private Limited, 26 Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai – 600048.

21.3.

Notice to Client will be delivered to the address set forth after Client’s signature. Such notice will be deemed to have been given when personally delivered or received.

22. Entire Agreement:

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.

All provisions which by their terms require performance after the termination of this Agreement will survive the termination of this Agreement.

19. Confidentiality; Consent to Release:

24. Binding Effect:

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.

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.

20. 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. 21. Notice: 21.1.

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. 23. Survival:

25. 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. 26. Headings: The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Any notice shall be sufficiently given if delivered in person or sent by express mail or by registered or certified mail, postage prepaid.

I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT

President, LifeCell International

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 23 of 36


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MENSTRUAL BLOOD STEM CELL TESTING, PROCESSING, STORAGE AND INFORMED CONSENT 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.

2.4.

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 enrollment, 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.

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 3).

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.

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1.4

'Minimally Expanded stem Cells' means cells that have been obtained from ex-vivo 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

2.

Upon successful enrollment, LifeCell will provide the Client with the following:

3.3.

It is the responsibility of the Client for delivery of the menstrual blood sample to LifeCell’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 exper tise 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 Client’s name or current mailing address.

‘Specimen’ means and includes stem cells obtained from menstrual blood 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

President, LifeCell International

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 25 of 36


4.

5.3

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 sixty. 4.2.

4.3.

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. In the unlikely event that LifeCell elects to terminate this Agreement under Section 16, 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.

6.

At least sixty days before the completion of Client attains the age of sixty 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. 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 LifeCell’s Laboratory.

6.2.

If the Specimen is relocated, LifeCell will notify Client within sixty 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:

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5. 5.1

5.2

7.1.

Client has had the opportunity to consult Client’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 eighteen years of age. By entering into this Agreement the Client certifies and represents that she is over eighteen years of age.

Terms of Agreement: 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 sixty. 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 16. If the Client signs up for the Lifetime Storage Plan, this Agreement will continue until the Client attains the age of sixty.

President, LifeCell International

8. 8.1.

Assumption of risk by Client: 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.

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 26 of 36


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 Client’s estate.

9.

Obligations and Rights to Specimen:

9.1.

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:

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.

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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.

11.

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

11.1.

President, LifeCell International

LifeCell Disaster Relief Program While LifeCell shall ensure that the preserved Specimen will be maintained with the utmost care, there may be unforeseen events that may occur, which are beyond the reasonable control of LifeCell, that may potentially deteriorate the Specimen held in cold storage premises. In the extremely unlikely occurrence of such event, LifeCell offers up to ` 1,000,000 (Rupees One Million Only) subject to the following conditions:

10. Retrieval of Specimen: 10.1.

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 exper tise 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.

The Client must be positively diagnosed with any of the hematological malignancies treatable using the stored Specimen, and must be scheduled for a stem cell transplant.

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 27 of 36


11.2.

11.3.

The Specimen is lost due to change in temperature arising out of loss or damage to the cold storage machinery due to operation of an insured peril i.e., fire, lightning, explosion and implosion, aircraft damage, riot, strike, malicious damage and terrorism, storm, tempest, flood and inundation, impact damage, subsidence and landslide/rockslide, bursting and/or overflowing of water tanks, apparatus and pipes, missile testing, leakage from automatic sprinkler installations, bush fire, earthquake (fire and shock), and act of terrorism (Note that standard exclusions apply). The claim is made by the Client during the term of Agreement entered into with LifeCell, and is only valid for Clients who have signed LifeCell’s standard contract and Agreement and whose payments to LifeCell for services are current. Upon appropriate verification of Client’s request, LifeCell will pay ` 10,00,000 (Rupees One Million Only) to the Client, and Client would thereby discharge and release LifeCell from all its liabilities.

12.

14. Force Majeure: The client agrees that LifeCell shall not be responsible for any loss, deterioration, or destruction of all or any part of the Specimen resulting from causes or circumstances which are beyond LifeCell’s reasonable control and not covered under the LifeCell Disaster Relief Program.

15. Indemnity and Hold Harmless: Client agrees to indemnify and hold LifeCell and Client’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. 16. Termination of Agreement:

Disclaimers: Client acknowledges that neither LifeCell nor any of its officers, directors, shareholders, executives, employees, agents or consultants have made any r epr esent ations, guarant ee, 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:

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12.1

LifeCell expressly disclaims any warranty or guarantee that the Specimen will ever be of therapeutic value or have any beneficial use.

12.2

LifeCell does not perform any medical services, give any medical advice, or otherwise perform any functions other than those expressly indicated;

12.3

LifeCell expressly disclaims any responsibility to provide any other services beyond those it expressly agrees to in this Agreement.

in the event, the entire Specimen covered under this agreement is retrieved. However, if the client retrieves only a portion of the Specimen the agreement would survive and continue until the entire Specimen has been retrieved. 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.

13. Limitation of Liability:

17. Arbitration:

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.

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

President, LifeCell International

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 28 of 36


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. 18. Governing Law, Jurisdiction and Venue:

21.2.

Notice to LifeCell must be delivered to LifeCell International Private Limited, 26 Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai – 600048.

21.3.

Notice to Client will be delivered to the address set forth after Client’s signature. Such notice will be deemed to have been given when personally delivered or received.

22. Entire Agreement:

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.

All provisions which by their terms require performance after the termination of this Agreement will survive the termination of this Agreement.

19. Confidentiality; Consent to Release:

24. Binding Effect:

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.

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.

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. 23. Survival:

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20. 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. 21. Notice: 21.1.

25. 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. 26. Headings: The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Any notice shall be sufficiently given if delivered in person or sent by express mail or by registered or certified mail, postage prepaid.

I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT

President, LifeCell International

Client’s Signature

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com Page No. 29 of 36


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APP. NO. ...........................................

LifeCell International Private Limited Regd. Office :26, Vandalur-kelambakkam Road, Keelakottaiyur, Chennai - 600 048. TEMPORARY RECEIPT Receipt No: ..................................................

Date:

Received with thanks from Mr./Ms. ............................................................................................................................................................................................ towards enrollment vide APP...No. ...........................................................................................a sum of Rs............................................................................. (Rupees.............................................................................................................................................................................................................................................Only) towards Enrollment/Processing/Storage fees by way of Cash/Credit Card/*Cheque/ *DD /EFT No. Date...................................... Drawn on......................................................................................... Branch................................................ City.................................. Plan No. : ................................................................................................ Plan Name:.......................................................................................... EDD:.......................................................................................................... *Cheque/DD Subject to realization

Note : A computer generated “Receipt” will be sent along with the Preservation certificate For LifeCell use only

T

CLIEN

Computer Receipt No :

COPY

For LifeCell International Private Limited

Authorised Signatory

For LifeCell use only

Payment received by

:

...........................................................................

Designation

:

...........................................................................

Center

:

...........................................................................

Center’s Tel. No.

:

...........................................................................

TOLL FREE

:

1800-103-5353

HELPLINE

:

+9196771 12233

(Name of the center incharge)

Signature of the center incharge

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com Page No. 31 of 36


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APP. NO. ...........................................

LifeCell International Private Limited Regd. Office :26, Vandalur-kelambakkam Road, Keelakottaiyur, Chennai - 600 048. TEMPORARY RECEIPT Receipt No: ..................................................

Date:

Received with thanks from Mr./Ms. ............................................................................................................................................................................................ towards enrollment vide APP...No. ...........................................................................................a sum of Rs............................................................................. (Rupees.............................................................................................................................................................................................................................................Only) towards Enrollment/Processing/Storage fees by way of Cash/Credit Card/*Cheque/ *DD /EFT No. Date...................................... Drawn on......................................................................................... Branch................................................ City.................................. Plan No. : ................................................................................................ Plan Name:.......................................................................................... EDD:.......................................................................................................... *Cheque/DD Subject to realization

Note : A computer generated “Receipt” will be sent along with the Preservation certificate For LifeCell use only

COPY

For LifeCell International Private Limited

L

L E C E LIF

Computer Receipt No :

Authorised Signatory

For LifeCell use only

Payment received by

:

...........................................................................

Designation

:

...........................................................................

Center

:

...........................................................................

Center’s Tel. No.

:

...........................................................................

TOLL FREE

:

1800-103-5353

HELPLINE

:

+9196771 12233

(Name of the center incharge)

Signature of the center incharge

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com Page No. 33 of 36


NK

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NA NTIO

BLA T F E L

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IN S I E G

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LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com Page No. 34 of 36


APP. NO. ...........................................

LifeCell International Private Limited Regd. Office :26, Vandalur-kelambakkam Road, Keelakottaiyur, Chennai - 600 048. TEMPORARY RECEIPT Receipt No: ..................................................

Date:

Received with thanks from Mr./Ms. ............................................................................................................................................................................................ towards enrollment vide APP...No. ...........................................................................................a sum of Rs............................................................................. (Rupees.............................................................................................................................................................................................................................................Only) towards Enrollment/Processing/Storage fees by way of Cash/Credit Card/*Cheque/ *DD /EFT No. Date...................................... Drawn on......................................................................................... Branch................................................ City.................................. Plan No. : ................................................................................................ Plan Name:.......................................................................................... EDD:.......................................................................................................... *Cheque/DD Subject to realization

Note : A computer generated “Receipt” will be sent along with the Preservation certificate For LifeCell use only

R E T N CE

Computer Receipt No :

COPY

For LifeCell International Private Limited

Authorised Signatory

For LifeCell use only

Payment received by

:

...........................................................................

Designation

:

...........................................................................

Center

:

...........................................................................

Center’s Tel. No.

:

...........................................................................

TOLL FREE

:

1800-103-5353

HELPLINE

:

+9196771 12233

(Name of the center incharge)

Signature of the center incharge

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com Page No. 35 of 36


NK

LLY

NA NTIO

BLA T F E L

TE

THIS

IN S I E G

PA

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com Page No. 36 of 36


LifeCell International Private Limited, 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 600 048 | Phone: +91 44 4744 5353 | email: contactus@lifecellinternational.com

EFCA/DOM/BC/July 11/V-003

TOLL FREE: 1800-103-5353 | HELPLINE: +91 96771 12233 | SMS ‘BABYCORD’ TO 53456 | www.lifecellinternational.com


Client Enrollment Form and Agreement