ADULT STEM CELL BANKING INTAKE FORM

CONTACT INFORMATION

EMERGENCY CONTACT

**An invoice will be sent to you following the completion of this form to the email provided above.

This STEM CELL BANKING AGREEMENT (this “Agreement”) is a legal agreement between HOPE BIOSCIENCES, LLC, a Texas limited liability company (“HOPE”), and “You”, an individual, residing at the address listed below.

This Agreement governs HOPE’s collecting, screening, testing, processing, qualifying and cryogenic storage (collectively referred to “Banking”), of Your autologous mesenchymal stem cells (“stem cells”). This Agreement will begin and be effective as of the date You sign (the “Effective Date”).

1. SERVICES. HOPE agrees to provide the services to You, as long as You timely pay any fees owed to HOPE and perform any of Your other obligations pursuant to this Agreement, as described on Exhibit A – Services Description (collectively, the “Services”). The “Storage Start Date” is the first day of the storage of the Sample and/or Stem Cells after the completion of the Collecting, Screen/Testing, and Process/Quality Services.

2. PAYMENT. You agree to contract for the level of Services and corresponding payments, as selected below (each, a “Payment Package”):

 

⬪ OPTION A

Initial Fee: $10,000

Annual Banking Fee: $0

Includes:

▻ Collecting Services

▻ Screen/Testing Services

▻ Process/Quality Services

▻ Banking (lifetime)

 

⬪ OPTION B

Initial Fee: $7,000

Annual Banking Fee: $250

Includes:

▻ Collecting Services

▻ Screen/Testing Services

▻ Process/Quality Services

▻ Banking (first 12 months after the Storage Start Date is included in the Initial Fee)

 

⬪ OPTION C

Initial Fee: $3,950

Annual Banking Fee: $500

Includes:

▻ Collecting Services

▻ Screen/Testing Services

▻ Process/Quality Services

▻ Banking (first 12 months after the Storage Start Date is included in the Initial Fee)

(a) General (Applicable to all Payment Packages): All Banking fees are paid to HOPE in advance. All Annual Banking Fees are due, in advance, on every anniversary of the Storage Start Date. An invoice will be sent to Your email address on file, and is due on receipt. The Banking fees shall cover maintenance of cryopreserved cells and all necessary supplies for the period paid for.

You may upgrade Your Payment Package by paying the difference in the Initial Fee from the Payment Package initially chosen and paid for to the new desired Payment Package, and You may then begin to pay the Annual Banking Fee for the new Payment Package.

HOPE reserves the right to increase the Annual Banking Fee, from time to time, but the Annual Banking Fee shall not increase (in the aggregate) by more than 50% of Your original Annual Banking Fee.

(b) HOPE’s “Peace of Mind” Guarantee: HOPE guarantees that what You bank with us will yield a viable treatment. If we discover cells unsuitable to obtain a therapeutic dose, we will repeat the process at no additional cost.

3. TERM. The term of this Agreement shall begin on the Effective Date and the payment of the Initial Fee for the Payment Package that You selected above, and shall continue until the earlier of (i) the date of Your death, (ii) HOPE’s termination of this Agreement due to Your nonpayment of any fees due under this Agreement, if You fail to pay any fees due to HOPE under this Agreement within 60 days after HOPE provides You written notice of non-payment, (iii) HOPE’s termination of this Agreement for any reason, by providing You 90 days advance written notice at Your last known address, (iv) Your termination of this Agreement for any reason, by providing HOPE 30 days advance written notice, or (v) the date that all of Your Sample and/or stem cells have been released to You, and HOPE has no more stem cells and/or Sample of Yours in its possession.

If You terminate this Agreement, You will not receive a refund of any fees already paid to HOPE, and HOPE will provide You with reasonable times for You or Your approved representative to retrieve the Sample and/or Stem Cells from HOPE (if applicable).

If HOPE terminates this Agreement, You will not receive a refund of any fees already paid to HOPE, and You must provide HOPE with the name of an FDA-registered storage facility within 30 days of Your receipt of HOPE’s termination notice. HOPE will coordinate with the selected and approved storage facility to transport the Sample or Stem Cells within 60 days after Your identification of storage facility.

If this agreement is terminated because of Your non-payment of fees, and Your failure to cure such nonpayment within the 60-day cure period, or if the Agreement is terminated because of Your death, there will be no refund of any fees paid to HOPE. If either of the above occur, the Stem Cells shall be released to HOPE for research or commercialization purposes, disposal, or destruction with HOPE having no further or continuing obligation to You, Your Spouse, Your heirs, Your representatives, and/or Your successors.

If after termination of this Agreement, You want to reinstitute the Banking, and there are unused cells of Yours remaining in cryopreservation by HOPE, You can pay HOPE a fee equal to all of the missed payments owed to HOPE as if this Agreement had not been cancelled, to reinstitute the Agreement and the Banking of Your Sample and/or Stem Cells. If You want to reinstitute the Banking and there are no cells of Yours remaining in cryopreservation by HOPE, then You will need to enter into a new Banking agreement with HOPE at the thencurrent rates and fees, including providing a new Fat Sample.

4. RELEASE. You may forfeit any Sample and/or Stem Cells to HOPE at any time by providing written notice to HOPE, in a form acceptable to HOPE. In such event, HOPE shall take ownership of the Sample and/or Stem Cells for research and commercialization purposes, or disposal, with HOPE having no further or continuing obligation to You, Your spouse, Your heirs, Your representatives, and/or Your successors. If You wish for Your stem cells to be destroyed completely, You may request a Stem Cell Destruction Order (HB-F:91/—) from HOPE.

5. YOUR RESPONSIBILITIES AND COVENANTS.

a) You shall be responsible for updating HOPE in writing with Your current address for notice purposes, as provided for in this Agreement. HOPE shall only be obligated to provide notices and contact to Your last known address, as is provided in writing to HOPE. Each such notice, request or other communication shall be deemed delivered to You (i) if given by email, when notice is transmitted by HOPE to You in accordance with this section and acknowledged to be received by You; (ii) if given by mail, three (3) days after such communication is deposited in the mail, both by regular and certified mail, return receipt requested, first class postage prepaid, addressed to You at Your last known address; or (iii) if given by any other means, when actually delivered at the address specified in this section.

b) You shall promptly pay all fees to HOPE that come due pursuant to this Agreement; including but not limited to the Initial Fee, the Annual Banking Fees, and any expenses that You owe to third parties as related to this Agreement.

c) You acknowledge that HOPE is not a medical provider. You agree and acknowledge that HOPE does not provide any medical consultation services or advice, diagnose any medical condition, recommend any treatment, or advise as to the likely result or success of any medical treatment of any type.

d) YOU AGREE AND ACKNOWLEDGE THAT HOPE HAS MADE NO REPRESENTATION OR WARRANTY ABOUT THE ABILITY OF STEM CELLS OR YOUR SAMPLE TO TREAT, CURE, OR EFFECT YOUR HEALTH OR CONDITION.

e) You acknowledge that there are risks associated with the use of stem cells in medical treatments, and that Your use of the Sample and/or stem cells may be restricted or prohibited by any law, government, or regulatory agency, all of which are out of HOPE’s control.

6. CONFIDENTIAL INFORMATION. As used in this Agreement, the term “Confidential Information” shall include, but is not limited to, Your personal and confidential information, including information possibly protected by the Health Insurance Portability and Accountability Act of 1996, the services being provided to You by HOPE, and the proprietary techniques, know-how, plans, applications, techniques, forms of analysis, and any and all information concerning the business operations of HOPE, the disclosure of which could harm, reduce, or eliminate HOPE’s competitive advantage or give HOPE’s competitors an advantage. During the course of the relationship between HOPE and You pursuant to this Agreement, certain Confidential Information shall be disclosed or provided between HOPE and You in order to enhance the business transaction between us. During the term of this Agreement, and thereafter, neither You nor Hope shall directly or indirectly disclose any of Your or HOPE’s Confidential Information to any persons other than the parties ourselves or our properly authorized representatives, and shall protect such information of the other party as it would protect its own Confidential Information. The prohibition on the disclosure or use of Confidential Information as provided in this Section shall continue after the termination of this Agreement.

7. SURVIVAL OF CERTAIN PROVISIONS. It is specifically agreed by You and HOPE that the obligations contained in Sections 3, 4, 5 and 6, of this Agreement shall survive the termination of this Agreement.

8. DISPUTE RESOLUTION. If any dispute, controversy, or claim arises by a party to this Agreement (or their respective successors, assign, heirs or representatives) against another party to this Agreement (or their respective successors, assign, heirs or representatives) relating in any way to this Agreement, the services provided to You by HOPE, and/or Your obligations and responsibilities under this Agreement, such dispute will be submitted to binding arbitration. The arbitration will be conducted in accordance with the then existing commercial rules of arbitration of the American Arbitration Association, except that: (i) the matter will be heard and decided by a single arbitrator; (ii) there will be no preliminary hearing or other preliminary matter except the setting of the place, date, and time for the arbitration; (iii) there will be no discovery unless by agreement of all parties to the arbitration; and (iv) to the greatest extent consistent with justice, the arbitrator will require the matter to be submitted in writing without the necessity for a hearing. The cost of the arbitration will be borne equally by the parties to the arbitration, except that the arbitrator may award costs and attorneys’ fees to a prevailing party in accordance with applicable law. The decision of the arbitrator will be final and binding upon all parties, and there will be no appeal therefrom. Judgment on the award rendered by the arbitrator may be entered in any civil district court of Harris County, Texas. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR AGAINST ANOTHER PARTY OR IN ANY WAY RELATING TO THIS AGREEMENT, THE SERVICES PROVIDED TO YOU BY HOPE, AND YOUR OBLIGATIONS AND RESPONSIBILITIES UNDER THIS AGREEMENT.

9. MISCELLANEOUS.

(a) Amendment. This Agreement may be amended, modified, superseded or canceled, and any of its terms, covenants, representations, warranties or conditions may be waived only by a written instrument executed by the parties or, in the case of a waiver, by the party waiving compliance.

(b) Construction and Governing Law. This Agreement is being delivered and is intended to be performed in Harris County, in the State of Texas and shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise, by the laws of the State of Texas, without regard to conflicts of interest principles or rules.

(c) No Third-Party Beneficiaries. There shall be no third-party beneficiaries to this Agreement, and nothing in this Agreement, express or implied, is intended to confer any rights, obligations, or remedies upon any person or entity other than the parties hereto.

(d) Specific Remedy. In the event of any type of breach or default by HOPE, including the loss of the Sample or any stem cells in cryopreservation, and HOPE is unable to secure another Sample from You to Bank, Your sole and specific remedy shall be the termination of this Agreement and return of any and all monies that You have paid to HOPE pursuant to this Agreement. HOPE shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, even if You have informed us of the possibility, arising under this Agreement, including Your inability to use the stem cells and/or Sample as intended.

(e) Assignment. This Agreement shall be binding upon and inure to the benefit of HOPE, its successors and assigns, and to the benefit of You, Your heirs, and Your legal representatives. This Agreement is not assignable by You without HOPE’s consent. HOPE may assign this Agreement (i) without Your consent, to any party that purchases all or substantially all HOPE’s assets of HOPE, or (ii) with Your written consent.

(f) Further Assurances. Subject to the terms and conditions of this Agreement, You and HOPE will each use your respective best efforts to take, or cause to be taken, such action, to execute and deliver, or cause to be executed and delivered, such additional documents and instruments, and to do, or cause to be done, all things necessary, proper or advisable under the provisions of this Agreement and under applicable law to consummate and make effective all the transactions contemplated by this Agreement.

(g) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect to the matters contained herein and supersedes all prior agreements, arrangements, and understandings relating to its subject matter. No representation, promise, inducement or statement has been made by any of the parties which is not embodied in this Agreement or the other documents delivered pursuant to this Agreement, and neither HOPE nor You shall be bound by or liable for any alleged representation, promise, inducement or statement not so set forth.

(h) Facsimile and Electronic Signatures. Signatures of this Agreement evidenced and delivered by facsimile or electronically shall be as valid as an original thereof.

 

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

EXHIBIT A SERVICES DESCRIPTION

 

COLLECTING:

HOPE shall not extract tissue/blood from You. HOPE will provide You with referral names for qualified health professionals in the Houston, Texas area for the extraction of fat from You (the “Sample”) to facilitate the extraction and development of stem cells.

If You use a qualified health professional in the Houston, Texas area referred by HOPE, then either You or the qualified health professional will notify HOPE for the pick-up of the Sample by HOPE. In such event, HOPE will pick-up and transport, in accordance with applicable rules and regulations, the Sample to HOPE’s storage facility, currently located at 16700 Creek Bend Drive, Sugar Land, Texas, but which may be changed at HOPE’s sole discretion. HOPE is not responsible for any type of compromise, damage or loss of the Sample during transportation which is beyond its control or is a result of “Force Majeure”. For purposes of this Agreement, “Force Majeure” shall mean any delays or results due to strikes, riots, acts of God, inclement weather, shortages of labor or material, war, governmental laws, regulations, or restrictions, pandemic or epidemic, or any other cause that is out of the control of HOPE.

If You use your own qualified health professional to extract the Sample, such procedures shall be at Your sole expense. In such case, You are solely responsible for transporting and delivering the Sample to HOPE, at Your sole expense and at a time agreeable to HOPE.

You may also transfer an existing Sample stored at another facility to HOPE at Your sole expense. HOPE will only accept a Sample from another storage facility that is an FDA-registered storage facility, and that includes all paperwork regarding the bloodwork, quality testing, and other testing performed by the other storage facility on the Sample. HOPE reserves the right to reject a Sample from another storage facility, in its sole discretion, for any reason it deems worthy.

Any costs associated with the need to obtain another Sample because of loss, damage, or destruction to a Sample in transport are Your responsibility.

SCREENING/TESTING:

You agree to be tested prior to Banking for Hepatitis B, Hepatitis C, Syphilis and HIV at a facility designated by HOPE. A positive test for any of these screening tests will preclude You from Banking, and HOPE may terminate this Agreement immediately upon written notice to You.

HOPE shall screen and test Your Sample prior to Banking for quality testing as required by the U.S. Food and Drug Administration (the “FDA”).

HOPE reserves the right to reject a Sample if the Sample produces a positive result for a negative attribute in any of the quality testing (mycoplasma, endotoxin, sterility, and others) and/or if there are contaminated tissues or cells in the Sample. In such event, You will be notified of such positive results by a licensed medical provider, as HOPE is not able to discuss any results directly with You. HOPE also reserves the right to reject and return the Sample, at Your expense, if it determines, in its sole discretion, that Your Sample presents a hazard or an unreasonable risk to HOPE or its storage facility. HOPE will not accept any Samples with microbes.

PROCESS/QUALITY:

Upon a successful screening and testing, HOPE shall separate the cells and fat in the Sample, if applicable, to multiply the stem cells to insure a viable Sample prior to extended storage. This process usually requires 5-6 weeks of development time.

If the Sample is viable, the stem cells will be Banked as described below, and a portion of the multiplied stem cells acquired from You may be used for validation and/or quality testing that may be required by any regulatory agency. You waive any rights or claims to any results from the validation or research on the excess stem cells from Your Sample.

If Your Sample is not viable (meaning the Sample is not capable of multiplying additional cells), You may elect another extraction and test for viability to produce additional stem cells, to be arranged by HOPE at no additional charge. Please refer to Hope Biosciences “Peace of Mind” Guarantee.

BANKING:

Once, and if, the Sample is determined to have produced viable and active stem cells, Your Stem Cells shall be cryogenically stored by HOPE at its storage facility pursuant to the terms and conditions of this Agreement.

HOPE is specifically authorized by You to move Your Sample and/or Stem Cells to an alternate storage location controlled by HOPE, with written notice to Your last known address.

Once the cells are Banked, there are no refunds of the Initial Fee, any Annual Banking Fees, or any other fees paid by You.

You understand and acknowledge that there may be a loss of cells as a result of the cryopreservation process or prolonged storage, and HOPE is not responsible for any loss or damage to the stored cells because of Force Majeure.

RELEASE OF CELLS:

HOPE will only release the stored cells under U.S. FDA regulations such as a clinical trial, your treating physician via Right to Try (RTT), (i) with an FDA clearance letter or approval, (ii) with written approval from the FDA for compassionate use, or (iii) if You desire to move the stored cells to another FDA-registered storage facility. HOPE shall comply with all regulatory rules, laws and regulations on the use of stem cells upon Your request for release. In such event, You will take possession of the stored cells at HOPE’s storage facility and will be solely responsible for the cost and logistics of the transportation of the cells to Your desired location, and HOPE’s responsibility ceases when the cells are sent for shipment.