Licensee understands that Licensed Subject Matter may have been developed under a funding agreement with Government and, if so, that Government may have certain rights relative thereto. The Agreement is made subject to the Government’s rights under any such agreement and under any applicable Government law or regulation. To the extent that there is a conflict between any such agreement, such applicable law or regulation and the Agreement, the terms of such Government agreement, and applicable law or regulation, shall prevail. Licensee agrees that, to the extent required by U.S. laws and regulations, Licensed Products used or Sold in the U.S. will be manufactured substantially in the U.S., unless a written waiver is obtained in advance from the U.S. Government.

Government Reservation. Rights under this Agreement are or may be subject to rights required to be granted to the Government of the United States of America pursuant to 35 USC Sections 200-212, 42 USC 241, 37 CFR 401, and 42 CFR 52, including a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the subject inventions throughout the world. Rights under this Agreement are further subject to the terms of those certain Cancer Research Grant Contracts between Baylor and the Cancer Prevention and Research Institute of Texas with effective dates of April 1, 2010, December 10, 2010, and June 1, 2011 (each a “CPRIT Grant Agreement” and collectively, the “CPRIT Grant Agreements”; [Exhibits A1], A2, and A3, respectively). To the extent that there is a conflict between the terms of this Agreement and the terms of the CPRIT Grant Agreements or any applicable law or regulation, # the terms of the law or regulation shall prevail over this Agreement and the CPRIT Grant Agreements, and # the CPRIT Grant Agreements shall prevail over this Agreement. Cell Medica shall use reasonable efforts to disclose sufficient information to Baylor so that Baylor can satisfy its reporting obligations to CPRIT set forth in the CPRIT Grant Agreements.

Neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any of its officers, employees, agents, nor any “Principal” (as defined in FAR 52.209-5) of the Company or any Company Subsidiary has been suspended or debarred, proposed for suspension or debarment, declared ineligible or determined non-responsive by any Governmental Entity from holding, performing or bidding on any Government Contract. To the knowledge of the Company, no suspension or debarment or ineligibility or non-responsibility proceeding with respect to Government Contracts or Government Contract Bids has been commenced or threatened against the Company or any Company Subsidiary or any of its or their officers or employees.

Government Receivables. If any of Borrower’s Receivables in excess of Ten Thousand and No/100 Dollars ($10,000.00) arise out of contracts with the United States or any department, agency, or instrumentality thereof, Borrower shall immediately notify Lender thereof in writing and execute any instruments and take any steps required by Lender in order that all monies due and to become due under such Receivables shall be assigned to Lender and notice thereof given to the government under the Federal Assignment of Claims Act.

Government Agencies. Fartaj understands that nothing in this Agreement limits his ability to communicate with any federal, state or local government agency or to participate in any investigation or proceeding that may be conducted by any such government agencies, including providing documents or other information without notice to the PennyMac Entities. This Agreement does not limit Fartaj's right to receive an award for information provided to any government agencies.

Government Cooperation. Nothing in this Agreement prohibits [[Person A:Person]] from cooperating with any government agency, including the National Labor Relations Board or the Equal Employment Opportunity Commission, or any similar State agency. Further, [[Person A:Person]] understands that nothing in this Agreement (including any obligation in paragraphs 5, 6 or 10, or their subparagraphs) prohibits him from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency (including but not limited to the National Labor Relations Board or the Equal Employment Opportunity Commission) or Inspector General, or making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation. Further, [[Person A:Person]] does not need the prior authorization of the Company to make any such reports or disclosures and he is not required to notify the Company that he made such reports or disclosures.

Government Funding. (i) To HFB’s knowledge, no Licensed Technology that is licensed to HFB under the Upstream License is subject to any funding agreement with any government or governmental agency, and # no Licensed Technology owned by HFB or any of its Affiliates is subject to any funding agreement with any government or governmental agency.

Government Relations. The Company’s business is not in any manner dependent upon the making or receipt of payments, discounts, or other inducements to any third parties The Company and its Affiliates have not taken any action that would cause the Seller or the Company to be in violation of the FCPA, the Anti-Kickback Act of 1986 (“Anti-Kickback Act”), Laws restricting the payment of contingent fee arrangements, or any applicable Laws of similar effect. The books, records, and accounts of the Company have at all times accurately and fairly reflected, in reasonable detail, the transactions and dispositions of its funds and assets. There have never been any false or fictitious entries made in the books, records or accounts of the Company or its Affiliates relating to any illegal payment or secret or unrecorded fund, and neither the Company, not its Affiliates, have established or maintained a secret or unrecorded fund.

Government Cooperation. Nothing in this Agreement, including as may be specifically provided in any other provision of this Agreement, prohibits the Employee from reporting possible violations of local, state, foreign or federal law or regulation, or related facts, to any governmental agency or entity or making other reports or disclosures that, in each case, are protected under the whistleblower provisions of local, state, foreign or federal law or regulation. Without limitation, the Employee may report possible violations of law or regulation and related facts to the U.S. Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General. The Employee does not need the prior authorization of the Company to make any such reports or disclosures, and the Employee does not need to notify the Company that he has made such reports or disclosures.

Government Cooperation. Nothing in this Agreement prohibits Pennypacker from cooperating with any government agency, including the National Labor Relations Board or the Equal Employment Opportunity Commission, or any similar State agency. Further, Pennypacker understands that nothing in this Agreement (including any obligation in paragraphs 5, 6 or 10, or their subparagraphs) prohibits him from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency (including but not limited to the National Labor Relations Board or the Equal Employment Opportunity Commission) or Inspector General, or making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation. Further, Pennypacker does not need the prior authorization of the Company to make any such reports or disclosures and he is not required to notify the Company that he made such reports or disclosures.