Limited Use Label Licenses

Limited Use Label License No: 518 CytoTune™ Technology for Products

Notice to Purchaser: This product is authorized for reprogramming methods that involve or pertain to the preparation of iPS cells or related cells. The purchase of this product conveys to the purchaser the limited, non-transferable right to use the purchased amount of product to perform internal research and for educational purposes.

This product or any of its components, or iPS cells generated by use of the product, or progeny (including those genetically engineered)/modifications (partially or fully differentiated cells) thereof (hereafter “Materials”) shall not be administered to – (a) human subjects, including for human clinical use and/or to (b) animals for veterinary use (i.e., not for research) – for therapeutic, diagnostic or prophylactic purposes including but not limited to clinical applications, cell therapy, transplantation and/or regenerative medicine, nor shall be used for the creation of human embryos, and/or admixed embryos with embryos of animals including humans for any purpose including for research. No right to resell the Materials is conveyed expressly, by implication, or by estoppel.

For clarity, purchasers have the right to use third party service providers for generating iPS cells and modifications for the benefit of such purchasers, but not for screening using the Materials except when such a provider has appropriate licenses from ID Pharma Co., Ltd. and iPS Academia Japan, Inc. Purchasers can deposit the Materials with not-for-profit repositories (“Repositories”) and transfer cells to not-for-profit research entities (not affiliated with a for-profit organization) for their internal research. Such recipient Repositories and not-for-profit research entities are allowed to distribute the Materials not-for financial gain to other users for their internal research, and in case the recipient user is a for-profit entity, such recipient Repositories and not-for-profit research entities shall notify the recipient user that such for-profit entity is required to contact iPS Academia Japan, Inc., which notification shall be fulfilled by transferring a copy of this Label License along with the transferred Materials.

The limited right allowed in paragraphs above does not include the following commercial applications:

(i) use of iPS cells and progeny (but not modifications) for manufacture or quality control of any product;

(ii) use of the Materials to provide services including:

(a) generation of the Materials, information or data on behalf of a third party for financial gain and

(b) screening on behalf of purchasers for financial gain;

(iii) use of the Materials by purchasers for screening or later stage development of therapeutics, diagnostics, prophylactics (e.g., hit-to-lead, lead optimization), except when performed by or on behalf of a not-for-profit research entity for internal research and not for financial gain;

(iv) sale of the Materials to third parties.

To obtain commercial rights for above commercial applications (i) through (iv), purchasers are requested to contact ID Pharma Co., Ltd. at and Academia Japan, Inc. directly at or through ID Pharma Co., Ltd.

Notwithstanding the foregoing, the following activities are not considered commercial applications for purposes of this label license:

(a) basic research, including, without limitation, target discovery, target validation and assay development;

(b) transfer of cells to not-for-profit research entity for its internal research not for financial gain;

(c) compound screening and safety testing for development of therapeutics, diagnostics and prophylactics by academic and not-for-profit research entities for their non-commercial internal research;

(d) license or commercialization of research results except where such results are drugs or drug candidates, iPS cells or modifications, or where such license or commercialization uses iPS cells or progeny;

Other than rights granted herein, no other right, express or implied, is conveyed by the sale of this product.

Notice: If the Materials are transferred to third parties including Repositories in accordance with the terms of this label license accompanying the Materials (hereafter “Label License"), the transferring party should notify recipients of such Materials of these terms by transferring a copy of the Label License to the recipients.