the Partner and CTMM hereinafter referred to as: the "Parties" and each a "Party". HAVING TAKEN INTO CONSIDERATION THE FOLLOWING:

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1 PARTNER AGREEMENT THE UNDERSIGNED: I. [ ], a [private company with limited liability] [limited liability company] incorporated under the laws of The Netherlands, having its registered office at [ ] The Netherlands [established by virtue of the Higher Education and Research act (Wet hoger onderwijs en wetenschappelijk onderzoek)], hereinafter referred to as the "Partner"; and II. Stichting Center for Translational Molecular Medicine, a foundation established under the laws of The Netherlands, having its registered office at Eindhoven and its principal place of business at High Tech Campus 84, 5656 AG Eindhoven, The Netherlands, hereinafter referred to as "CTMM"; the Partner and CTMM hereinafter referred to as: the "Parties" and each a "Party". HAVING TAKEN INTO CONSIDERATION THE FOLLOWING: a. CTMM is a foundation established under Dutch law with the purpose to develop medical technologies that enable the design of new and "personalized" treatments for the main causes of mortality and diminished quality of life (cancer and cardiovascular diseases as well as neurodegenerative and infectious diseases) and the rapid translation of these treatments to the patient. b. CTMM s activities are financed by its partners in industry, academia and the State of the Netherlands. By letter of 29 September 2006, the Minister of Economic Affairs has stated to support CTMM s activities with Euro 200 million, subject to fulfil certain conditions as described in the aforementioned letter (attached as Schedule V to this agreement). By order of 18 March 2009, the Minister of Economic Affairs granted subsidy to CTMM for the year 2009 (attached as Schedule VI to this agreement). Similar orders to grant subsidy were issued for the years 2007 and c. The financing is provided under the terms of the Subsidieregeling lop-tti-module van de experimentele Kaderregeling subsidies innovatieprojecten, of 8 November 2005, as amended from time to time, published in the Staatscourant 2005, 221, most recently amended on 3 December 2008, Staatscourant 2008, no (hereinafter referred to as Subsidieregeling lop-tti-module ). d. The Partner has shown interest to become a partner of CTMM. e. The Partner en CTMM wish to enter into this agreement (hereinafter referred to as Partner Agreement ) so as the Partner shall become a partner of CTMM with the purpose of cooperating in projects under the CTMM research program as described in the business plan of CTMM in the area of translational research from fundamental molecular biological discoveries and technological breakthroughs to clinically meaningful solutions for the patient, that subsequently can be developed and enriched into marketable clinical products by CTMM s partners or through third-party licensing. Page 1

2 HAVE AGREED AS FOLLOWS: 1 General 1.1 When used in this Partner Agreement and unless the context otherwise requires, the following terms shall have the following meaning. Academic Party means a partner which falls within the scope of a public financed research institute as described in article 1, subclause 1, sub c of the Subsidieregeling IOP-TTI-module and similar research institutes. Affiliate means: (a) any legal entity directly or indirectly controlling, controlled by, or under common control with a Participant, for so long as such control lasts; or (b) any other legal entity that is listed in the Affiliates Schedule that may be attached to the project agreement as Schedule XII, as being an Affiliate of a Participant, where such legal entity is: (i) one in which the relevant Participant (or a legal entity qualifying as an Affiliate of that Participant under (a) above) has a 50% equity share or is the single largest equity shareholder; or (ii) under common control with the relevant Participant (or a legal entity qualifying as an Affiliate of a Participant under (a) above) through government. For purposes of this definition, control of any entity shall exist through the direct or indirect: (i) ownership of more than 50% of the nominal value of the issued share capital of the entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions, or (ii) right by any other means to elect or appoint directors of the entity (or persons performing similar functions) who have a majority vote, always provided that financial institutions, investment companies and individual investors that fulfil these requirements are excluded from the definition of Affiliate. For purposes of this definition common control through government does not, in itself, create affiliated status and any legal entity under common government control must be specified in accordance with (b) above in order to qualify as an Affiliate. Budget means an estimate of the total costs with regard to carry out the project plan (the plan, setting forth all the work to be performed as part of the project referred to in Annex I of the project agreement) as set out in Annex II of the project agreement. CTMM Financial Guidelines means a document containing detailed rules for contribution to the Project and the payment of costs arising out of a CTMM Project and attached to this agreement as Schedule II. CTMM Projects means research projects that incorporate as much as possible the research objectives of the Partner and which will fit within the program of the CTMM research program Industrial Party means a partner other than an Academic Party. Page 2

3 Model Project Agreement the rules with regard to the management of each CTMM Project, the conducting of research and certain matters regarding intellectual property arising from each project, as laid down in the attached to this Partner Agreement as Schedule IV Partner Agreement means this agreement Project Proposal means a proposal for a CTMM Project Subsidieregeling lop-tti-module means the Subsidieregeling lop-tti-module van de experimentele Kaderregeling subsidies innovatieprojecten, of 8 November 2005, as amended from time to time, published in the Staatscourant 2005, 221, most recently amended on 3 December 2008, Staatscourant 2008, no CTMM represents and warrants to the Partner that (i) until the date of this Partner Agreement CTMM has not entered into an agreement with Industrial Parties and/or Academic Parties which agreement is not in accordance with this Partner Agreement and (ii) CTMM shall not enter into an agreement with other Industrial Parties and/or Academic Parties which agreement is not in accordance with this Partner Agreement. 2 Scope of the Partner Agreement 2.1 CTMM and the Partner will work together with each other and other Academic Parties and Industrial Parties to develop research projects that incorporate as much as possible the research objectives of the Partner and which will fit within the program of the CTMM research program (hereinafter referred to as CTMM Projects ). The Partner shall contribute to CTMM Projects to be decided by the Partner on a case-by-case basis on the following terms and conditions. The Partner is only bound to the terms and conditions of a CTMM Project if the Partner signs an agreement in accordance with the Model Project Agreement with regard to that CTMM Project and if such agreement comes into force. 2.2 In specific CTMM Projects, in which the Partner participates, the Partner will actively seek opportunities to generate knowledge and valorise such knowledge by transforming the results from the CTMM project into commercial applications of the Partner. 3 Call for and submission of CTMM Project Proposals 3.1 The conditions for participation in each CTMM Project, including applicable procedures and schedules for submission of CTMM Projects as well as the assessment criteria, are attached to this Partner Agreement as Schedule I. 3.2 The guidelines for CTMM Project budgets and a template for CTMM Project Budgets, applicable to each project submitted in any call made by CTMM (hereinafter: CTMM Financial Guidelines ), are attached to this Partner Agreement as Schedule II. These guidelines include the cost accounting system used by CTMM to value the in kind contributions made by partners to CTMM. 3.3 The submission of a proposal of a CTMM Project by the Partner shall be in accordance with the applicable procedures and the CTMM Financial Guidelines. Page 3

4 3.4 The Project Proposal by the Partner shall be evaluated in accordance with the rules for evaluation by peer reviewers as attached to this Partner Agreement as Schedule III. 3.5 The rules for call of proposals, the CTMM Financial Guidelines and the assessment and evaluation criteria stated in the articles 3.1 up to and including 3.4, shall be applicable to each Project Proposal submitted by the Partner in case the Partner wishes to participate in any CTMM Project. 3.6 CTMM shall inform the Partner in writing about the intended amendments of any documents listed in article 3.1 up to and including article 3.4. The Partner may comment in writing on these intended amendments, within thirty (30) days following receipt of the information from CTMM. In the absence of a timely response, the Partner will be deemed not to have any comments. With due regard to the non-binding comments of all partners, CTMM shall lay down the amended documents, and send copy to the Partner. As a result, these amended documents shall form an integral part of this Partner Agreement. If CTMM has not followed the non-binding comments of the Partner and the changes to the aforementioned documents are not material, the, Partner may request CTMM for the termination of this Partner Agreement if the Partner substantiates that it will be excessively difficult to continue with the partnership. Unless there are wellfounded reasons for CTMM, CTMM shall accept such request. If CTMM has not followed the non-binding comments of the Partner and the changes to the aforementioned documents are material, the Partner may request CTMM for the termination of this Partner Agreement, which request CTMM shall accept. 4 Participation in CTMM Projects 4.1 The rules with regard to the management of each CTMM Project, the conducting of research and certain matters regarding intellectual property arising from each project, as laid down in the Model Project Agreement attached to this Partner Agreement as Schedule IV, shall be applicable to each agreement to be executed by and between CTMM, the Partner and other Academic Parties and Industrial Parties in case the Partner wishes to participate in a CTMM Project. 4.2 Any additional arrangements agreed between the Parties to any CTMM Project, shall not be in conflict with the Model Project Agreement. 4.3 Any additional arrangements agreed upon to any CTMM Project, shall apply only to the CTMM Project which is the subject of that particular project agreement. 5 Contributions to CTMM Projects and payment of costs arising out of CTMM Projects 5.1 The Partner shall make such contributions to CTMM as requested for the execution of specific CTMM projects in which the Partner participates in accordance with the Model Project Agreement to be executed by and between the parties, subject to the condition that (i) in case of an Industrial Party, the contribution of that partner will be based on a 50:50 mix of in kind and in cash contributions on the understanding that the contribution in cash may be more than 50% of the total contribution; Page 4

5 (ii) in case of an Academic Party, the contribution of that partner may be made in kind entirely or in any agreed combination of in kind and in cash contributions; (iii) in case of a small Industrial Party, the contribution of that partner, is allowed to be 100% in kind; (iv) the contributions in total of the Industrial Partners for each CTMM Project must be based on a 50:50 mix of in kind and in cash contributions, on the understanding that the contributions in cash may be more than 50% of the total contribution. 5.2 CTMM shall use the contributions made by the partners to a certain CTMM Project, for the execution of such CTMM Project and towards related expenditure for that CTMM Project, including overhead costs, in accordance with the CTMM Financial Guidelines. 5.3 The Partner may provide in-kind contributions via its Affiliates, provided the Partner ensures that such affiliates are bound by the conditions of the Project Agreement concerned. 5.4 In addition to that (which is) stated in articles 5.1 up to and including 5.3, the more detailed elaboration of the rules adopted by CTMM and the Partner for contribution to each project and the payment of costs arising out of that project, laid down in the CTMM Financial Guidelines, shall be applicable to each CTMM Project. 5.5 Any additional arrangements agreed upon in regard to the contributions in projects and payment of costs arising out of a CTMM Project, laid down in an agreement for a CTMM Project, shall apply only to that CTMM Project and may not be in conflict with the CTMM Financial Guidelines and this article In addition to the CTMM Financial Guidelines, CTMM and the Partner and other partners participating in a CTMM Project, may adopt rules to advance payment or periodic payment of costs arising out of that project, with due observance that CTMM can, but is not obliged to, make an advance payment of the costs if the Partner requests so to CTMM. If the Partner receives an advance payment, CTMM shall not pay the balance of the estimated cost incurred to carry out the project tasks as set out in Annex II of the Project Agreement until (a) the Partner has spent the advance payment in full and (b) CTMM has received the subsidy applied for by the Minister of Economic Affairs in accordance with the Subsidieregeling lop-tti-module. 6 General assembly of CTMM, Academic Parties and Industrial Parties 6.1 At least once a year, a general assembly of all Academic Parties and Industrial Parties and CTMM shall be held. During this meeting, CTMM shall present and discuss the policy and activities pursued by CTMM, including the financial situation and the status and progress of the CTMM Projects versus the underlying plans and budgets. The general assembly may give comments to CTMM where the general assembly deem necessary in order that CTMM will benefit from the experience of the members of the general assembly. Furthermore, the general assembly may also adopt non-binding recommendations and/or other non-binding advise from one or more of the Academic Parties and/or Industrial Parties. In its decision making process, CTMM shall take into account the possible recommendations and/or other advise from the general assembly of partners with regard to these subjects. However, CTMM may at its sole discretion adopt or disregard this comments. Page 5

6 6.2 The rules of governance for the meeting of the general assembly are: (i) The meetings of the general assembly of all Academic Parties, Industrial Parties and CTMM shall be chaired by a chairperson, to be appointed by CTMM. (ii) Meetings shall be convened by the chairperson with at least fifteen (15) days' prior notice. This notice shall be accompanied by an agenda, proposed by the chairperson. (iii) A draft of the minutes of the meetings of the general assembly of partners shall be transmitted to all Academic Parties and Industrial Parties by the chairperson within fifteen (15) days after the meeting date. The minutes shall be considered as accepted by them if, within (fifteen (15) days from receipt, no Academic Party or Industrial Party has objected in writing to the chairperson. In case of disagreement, those comments shall be included in the minutes. Final minutes will be issued by CTMM no later than thirty (30) days following the meeting. (iv) Any decision requiring a vote at a meeting of the general assembly must be identified as such on the agenda, unless there is unanimous agreement to vote on a decision at that meeting. Whether there was unanimous agreement, shall be included in the minutes. (v) The meeting of the general assembly shall deliberate and decide validly with its Academic Parties or Industrial Parties present or represented. Decisions are to be taken by majority. (vi) In voting, each Academic Party or Industrial Party shall have one vote. 7 Notices 7.1 Notices required or permitted hereunder shall be given in writing. Written notices may be delivered by an internationally recognized courier service or by registered mail, or transmitted electronically by fax and shall be directed to the following addresses: Partner: Name: Dept: Phone: Fax: Address: CTMM: Name: Dept: Phone: Fax: Address: 7.2 All notices or other communications required or permitted hereunder shall be deemed to have been given (a) if by overnight courier service to the proper address and with receipt acknowledged, on the second business day following deposit if delivered within the Page 6

7 same country, or on the third business day following deposit if delivered to another country; (b) if sent by fax on the next business day following fax transmission; or (c) if mailed, registered mail, return receipt requested, on the fifth business day after mailing, to the address stated above for each Party or to such other address as a Party may designate to the other in writing. 8 Assignment 8.1 A Party shall not assign or otherwise transfer any of the rights and obligations arising from this Partner Agreement without the prior and written authorisation of the other Party, which authorization will not be withheld unreasonably. In the event of the sale by a Partner of the majority of the assets of the business to which a Partner Agreement pertains, assignment or otherwise transfer of any of the rights and obligations arising from this Partner Agreement is allowed. The entity to which this Partner Agreement is assigned, shall sign that Partner Agreement. For the avoidance of doubt, assignment or transfer does not impact on rights and obligation accrued until date of assignment and transfer respectively. 8.2 Contrary to the sub-clause above, a Party may assign or otherwise transfer any of its rights and obligations arising from this Partner Agreement to Affiliates; except for rights and obligations arising from financial issues as described in article 5, for which authorisation from the other Party is required, which shall not be unreasonably withheld. 9 Term 9.1 Subject to signing by all Parties, this Partner Agreement shall be deemed to come into force as from. 9.2 This Partner Agreement will expire six (6) months after the expiration of the last agreement in accordance with the Model Project Agreement executed by and between CTMM, the Partner and other Industrial Parties and Academic Parties. 10 Confidentiality 10.1 The Parties undertake to preserve the confidentiality of any document, information, or other material communicated to them, and which has been identified as confidential in relation to the execution and performance of this partner agreement, or where such information was provided orally, it has been confirmed as such in writing within thirty (30) days after disclosure Where the Partner Agreement provides for the communication of any data, or other document, the Parties shall first satisfy themselves that the recipient will keep it confidential and use it only for the purpose for which it is communicated. This obligation no longer applies where: a) the content of any of the document, information or material becomes publicly available through work or actions lawfully performed outside this Partner Agreement and not based on activities under it; or Page 7

8 b) the content of the document, information or material has been communicated without confidentiality restrictions or these are subsequently waived; or c) the information is lawfully received from a third party who is in lawful possession thereof and under no obligation of confidence to the disclosing party. 11 Schedules 11.1 The following schedules enclosed with this Partner Agreement form an integral part hereof: (i) Schedule I: The conditions for participation in each CTMM Project, including applicable procedures and schedules for submission of projects as well as the assessment criteria (CTMM 2008 Call for Proposals). (ii) Schedule II: CTMM Financial Guidelines. (iii) Schedule III: The evaluation by the peer reviewers. (iv) Schedule IV: Second Model Project Agreement, version of [ ] (v) Schedule V: Letter of 29 September 2006 of the Minister of Economic Affairs. (vi) Schedule VI: Order of 18 March 2009 of the Minister of Economic Affairs to grant subsidy to CTMM for the year Should there be any discrepancy between the schedules on the one hand and the provisions of this Partner Agreement on the other, the provisions of this Partner Agreement will prevail. 12 Miscellaneous 12.1 This Partner Agreement and its schedules constitute the entire understanding between the Parties hereto with respect to the subject matter hereof and supersede all previous negotiations, commitments and writings on the subject matter No modifications, extensions or waiver of any provisions hereof or release of any right hereunder shall be valid, unless the same is in writing and is consented to by all Parties hereto. This Partner Agreement may be amended only by a written agreement signed by the Parties hereto The headings of this Partner Agreement are for ease of reference only; they do not affect its construction or interpretation and shall have no legal effect If any term, clause or provision of this Partner Agreement shall be judged by the competent authority to be invalid, or in any other way unenforceable: (i) such provision shall de ineffective only to the extent of such unenforceability or invalidity; Page 8

9 (ii) the remaining provisions of this Partner Agreement shall remain in force to the extent to which the continued operation of those provisions does not conflict with the original intent of this Partner Agreement; and (iii) the Parties shall after mutual consultation amend the invalid/unenforceable provision, taking into account the original intent of this Partner Agreement and replace the provision that is invalid or unenforceable by a provision that resembles the invalid or unenforceable provision as closely as possible Nothing in this Partner Agreement creates, implies or evidences any relationship between them of principal and agent. No Party has authority to make any representation or commitment, or to incur any liability, on behalf of any other Party, unless explicitly determined in this Partner Agreement This Partner Agreement is drawn up in English, which language shall be used in all documents and notices prepared, and the meetings conducted pursuant to this Partner Agreement or otherwise in connection herewith. Any translation shall be for convenience only and of no legal effect. 13 Governing law and forum 13.1 This Partner Agreement shall be governed by and interpreted in accordance with the laws of The Netherlands The Parties shall use their best efforts to resolve by mutual agreement any disputes, controversies or differences which may arise from, under, out of or in connection with this Partner Agreement If any such disputes controversies or differences, as referred to in subclause 13.2, cannot be settled between the Parties, they shall be settled by the Courts of s Hertogenbosch. IN WITNESS WHEREOF: the duly authorised representatives of the Parties, have drawn up this Partner Agreement on the date written with each name hereunder in duplicate, both of which are valid as an original copy. Signed on behalf of Stichting Center for Translational Molecular Medicine: By: By: Title: Title: Date: Date: Signed on behalf of [insert name of Partner]: By: By: Title: Title: Date: Date: Page 9