Scope. LICENSEE shall not, directly or indirectly, divulge or reveal to any person or entity the Confidential Information of BCM without BCM’s prior written consent or use such Confidential Information except as permitted hereunder. Employees, agents, consultants or subcontractors of LICENSEE shall be given access to the Confidential Information only on a legitimate “need to know” basis and after agreeing to be bound in writing to not divulge or reveal the Confidential Information. In addition, LICENSEE may disclose Confidential Information to potential and actual Sublicensees, collaborators and investors or others as reasonably needed to exercise its rights under this Agreement, provided in each case that such person or entity has executed a confidentiality and non-use agreement comparable to the terms set forth in this Section 17 with respect to Confidential Information. LICENSEE may also disclose Confidential Information to regulatory agencies as needed or useful in developing Licensed Products. The public disclosure with the permission of BCM of any one component of that which was identified as or constituted the Confidential Information of BCM shall not prevent the other components from retaining their status as Confidential Information and the property of BCM.

Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, by the Company’s Certificate of Incorporation or Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer or employee of the Company, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer or employee of the Company, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

Scope. The Covered Person acknowledges that he or she has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him or her pursuant to this Agreement. The Covered Person agrees that said restraints are necessary for the reasonable and proper protection of TPG Global, TPG RE Group, and their Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area.

Scope. This Second Amendment supersedes all proposals, negotiations, conversations and/or discussions between or among parties relating to the subject matter of this Second Amendment and all past dealing or industry custom. This Second Amendment shall be integrated in and form part of the Agreement effective as of the Second Amendment Effective Date. Except for the foregoing modifications, the Agreement is hereby ratified and confirmed in accordance with its the terms thereof.

Scope. This Third Amendment supersedes all proposals, negotiations, conversations and/or discussions between or among parties relating to the subject matter of this Third Amendment and all past dealing or industry custom. This Third Amendment shall be integrated in and form part of the Agreement effective as of the Third Amendment Effective Date. Except for the foregoing modifications, the Agreement is hereby ratified and confirmed in accordance with its the terms thereof.

Scope. To the fullest extent permitted by law, Executive and the Company agree to the binding arbitration of any and all controversies, claims or disputes between them arising out of or in any way related to this Agreement, the employment relationship between the Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. For the purpose of this agreement to arbitrate, references to “Company” include all subsidiaries or related entities and their respective executives, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this agreement to arbitrate shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of the Company.

Scope. Neither Party, as the Receiving Party, shall, directly or indirectly, divulge or reveal to any person or entity the Confidential Information of the other Party without the Disclosing Party’s prior written consent, or use such Confidential Information except as permitted under this Agreement or the Co-Development Agreement. Subject to Section 17.2, Cell Medica shall maintain the Licensed Technology and unpublished Patent Rights in strictest confidence and use the same only in accordance with this Agreement, the Co-Development Agreement or any other written agreements with Baylor. Employees, agents or subcontractors of the Receiving Party shall be given access to the Disclosing Party’s Confidential Information only on a reasonable “need to know” basis and after agreeing to be legally bound to protect the Confidential Information in a manner consistent with this Article XVII. The public disclosure (with or without the permission of the Disclosing Party) of any one component of that which was identified as or constituted the Confidential Information of the Disclosing Party shall not prevent the other components from retaining their status as Confidential Information and the property of such Party. In addition, Baylor shall maintain all of its Confidential Information that is subject to Cell Medica’s licenses and options hereunder in the same manner as it is CONFIDENTIAL

Scope. Pursuant to this Agreement, as further provided in this Article 2, during the Term:

Scope. The Company agrees to hold harmless and indemnify Indemnitee against any Damages (as defined in Section 1(c)) incurred by Indemnitee with respect to any Proceeding (as defined in Section 1(d)) to which Indemnitee is or is threatened to be made a party or in which Indemnitee is otherwise involved (including, but not limited to, as a witness), to the full extent authorized by law, without regard to the limitations in RCW [[Unknown Identifier]] through [[Unknown Identifier]].550, and [[Unknown Identifier]].560(2), except that Indemnitee shall have no right to indemnification on account of: # acts or omissions of Indemnitee that have been finally adjudged (by a court having proper jurisdiction, and after all rights of appeal have been exhausted or lapsed, herein “Finally Adjudged”) to be intentional misconduct or a knowing violation of law; # conduct of Indemnitee that has been Finally Adjudged to be in violation of RCW [[Unknown Identifier]].310; # any transaction with respect to which it has been Finally Adjudged that Indemnitee personally received a benefit in money, property or services to which Indemnitee was not legally entitled; or # any suit in which it is Finally Adjudged that Indemnitee is liable for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto.

Scope. The parties amend the Contract to the extent provided above. In all other respects, they confirm it, and it shall continue in full force and effect.