Notification of Intent Not to Pursue. In the event that LICENSEE decides not to pay for the costs associated with either: # the prosecution of any of the Patent Rights in any country to issuance or # maintenance of any United States or foreign issued patent on the Patent Rights, LICENSEE shall timely notify BCM in writing thereof (such Patent Rights in such country shall be referred to as “Abandoned Patent Rights”). In the event of LICENSEE’s abandonment of any Patent Rights in any country, any license granted by BCM to LICENSEE hereunder with respect to such Abandoned Patent Rights will terminate. Notwithstanding the foregoing, with respect to any country in which BCM continues to prosecute such Abandoned Patent Rights, if at any time thereafter # BCM has not exclusively licensed such Abandoned Patent Rights in such country and # LICENSEE pays BCM one hundred and fifty percent (150%) of the Legal Costs with respect to such Abandoned Patent Rights in such country, and any payments that would be due pursuant to Section 4, then LICENSEE will recover the licenses granted herein in such country with respect to such Abandoned Patent Rights.

Intent of Release; Covenant Not to Sue. I intend this Release to be binding on my successors, and I specifically agree not to file or continue any claim in respect of matters covered by this Release. I further agree never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to my employment with or my termination of employment from the Company and/or any other occurrences to the date of this Release, other than a claim challenging the validity of this Release under the ADEA.

Intent. This Agreement is made by the Company in order to induce Executive to remain in the Company’s employ, with the Company’s acknowledgment and intent that it will be relied upon by Executive, and in consideration of the services to be performed by Executive from time to time hereafter. However, this Agreement is not an agreement to employ Executive for any period of time or at all. This Agreement is intended only as an agreement to provide Executive with specified compensation and benefits if there is an Involuntary Termination of Employment.

Intent. Subscriber is purchasing the Securities solely for investment purposes, for such Subscriber’s own account (and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Letter Agreement”) to be entered into with respect to the Securities between, among others, Subscriber and the Company, as described in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted under the Letter Agreement. Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.

Intent. This Agreement is made by the Company in order to induce Executive to remain in the Company’s employ, with the Company’s acknowledgment and intent that it will be relied upon by Executive, and in consideration of the services to be performed by Executive from time to time hereafter. However, this Agreement is not an agreement to employ Executive for any period of time or at all. This Agreement is intended only as an agreement to provide Executive with specified compensation and benefits if there is an Involuntary Termination of Employment.

Intent. Except as expressly provided in this Amendment, the ARPLA will remain unchanged and in full force and effect in accordance with its original terms. Capitalized terms used herein without definition shall have meanings given to them in the ARPLA.

Intent. The intent of the parties is that payments and benefits under this Agreement are exempt from the application of Section 409A of the Code or, to the extent not exempt, comply with Section 409A of the Code and applicable guidance issued thereunder and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code.

Notification of Intent Not to Pursue. In the event that Cell Medica decides not to pay for the Legal Costs associated with either: # the prosecution to issuance of the Core Platform Patent Rights, Baylor Target Patent Rights, Future Oncology Patent Rights and/or Future Non-Oncology Patent Rights or # the maintenance of any United States or foreign application or issued patent within such Patent Rights, Cell Medica shall timely notify Baylor in writing thereof. Cell Medica’s right under this Agreement to practice the invention under such Patent Right under Article II and/or Article IV and to prosecute such Patent Right under Section 9.1 shall immediately terminate upon the giving of such notice. If Cell Medica fails to notify Baylor in sufficient time for Baylor to assume said costs prior to the abandonment or expiration of any such Patent Rights by Cell Medica in a country, Cell Medica shall be considered in material breach of this Agreement with respect to the Licensed Products affected by such Patent Rights in such country.

Intent. This Agreement is made by the Company in order to induce Executive to remain in the Company’s employ, with the Company’s acknowledgment and intent that it will be relied upon by Executive, and in consideration of the services to be performed by Executive from time to time hereafter. However, this Agreement is not an agreement to employ Executive for any period of time or at all. This Agreement is intended only as an agreement to provide Executive with specified compensation and benefits if there is an Involuntary Termination of Employment.

Notification of Intent Not to Pursue. In the event that LICENSEE decides not to pay for the costs associated with either: # the prosecution of any of the Patent Rights in any country to issuance or # maintenance of any United States or foreign issued patent on the Patent Rights, LICENSEE shall timely notify BCM in writing thereof (such Patent Rights in such country shall be referred to as “Abandoned Patent Rights”). In the event of LICENSEE’s abandonment of any Patent Rights in any country, any license granted by BCM to LICENSEE hereunder with respect to such Abandoned Patent Rights will terminate. Notwithstanding the foregoing, with respect to any country in which BCM continues to prosecute such Abandoned Patent Rights, if at any time thereafter # BCM has not exclusively licensed such Abandoned Patent Rights in such country and # LICENSEE pays BCM one hundred and fifty percent (150%) of the Legal Costs with respect to such Abandoned Patent Rights in such country, and any payments that would be due pursuant to Section 4, then LICENSEE will recover the licenses granted herein in such country with respect to such Abandoned Patent Rights.