1.1. Umbilical Cord means and includes the blood inside umbilical cord and/or placenta, and the tissue remaining after the collection of the blood.

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1 MATERNAL BLOOD AND UMBILICAL CORD STEM CELL TESTING, PROCESSING, STORAGE, RETRIEVAL AND INFORMED CONSENT AGREEMENT I/We, the undersigned (the Client ), on behalf of myself/ourselves and my/our unborn Child (the Child ), engage LifeCell International Private Limited, a company incorporated under the Companies Act, 1956, and having its registered office at #26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai , Tamil Nadu, India ( LifeCell ), this day of..., 201 (the Enrollment Date ), to process, test, store and retrieve stem cells obtained from the Umbilical Cord collected at birth of the Child and to test Maternal Blood collected from the Birth Mother ( Services ) on the following terms (this Agreement ). 1. DEFINITIONS In this Agreement, (including the recitals above), unless the context otherwise requires, the following expressions shall have the following meanings: 1.1. Umbilical Cord means and includes the blood inside umbilical cord and/or placenta, and the tissue remaining after the collection of the blood Child means the Client s baby (or babies in the event of multiple births) from whom the Umbilical Cord will be collected following his/her birth Client means the parents or legal guardian of the Child Caregiver means the Obstetrician Gynecologist or qualified medical professional/midwife who will be assisting in delivering the Child Maternal Blood means peripheral blood from Birth Mother of the Child, that has been drawn by observing standard phlebotomy procedures, taken seven days before or after the birth of the Child Specimen means and includes stem cells obtained from Umbilical Cord useful for treatment of illness such as Thalassemia, Leukemia etc., 1.7. Collection Kit means the kit consisting of all essential materials required for the purpose of collection and labeling of the Maternal Blood and Umbilical Cord. 2. SERVICES: OPTION AND FEES 2.1. LifeCell offers its umbilical cord banking services under different plans, fees and payment methods as detailed in Exhibit 2, which the Client must choose at the time of Enrollment by completing the Exhibit All applicable taxes including but not limited to service tax present and/or future levy, if any are payable by the Client.

2 3. CLIENT RESPONSIBILITIES 3.1. Prior to the birth of the Child, the Client must complete all the applicable Exhibits [1 to 9] and make due payment of fees. If surrogate, egg donor or sperm was used, each must fill out Exhibit Client is responsible for providing the Collection Kit to the Caregiver and arranging for collection, preparation and labeling of the Maternal Blood and Umbilical Cord for delivery to LifeCell along with the duly filled up forms included in the Collection Kit, unless the same has been assigned to LifeCell Client must promptly notify LifeCell in writing of any change in Client's name or contact details (including but not limited to mailing address, telephone numbers, etc.), or current mailing address or in the legal guardianship of the Child In case of retrieval of Specimen for transplant the Client has to submit duly filled up Retrieval Form provided by LifeCell (to be accompanied by transplant physician s certificate confirming end use in statutorily compliant transplant procedures. 4. STORAGE 4.1. Client may opt for storage of Specimen at either of its licensed facilities situated at #26, Vandalur-Kelambakkam Main Road, Keelakottaiyur, Chennai , Tamil Nadu, India (or) Plot #26, Sector 4, IMT Manesar, Gurgaon , Haryana, India For disaster management, back-up and added retention security, LifeCell at the request of the Client and payment of additional fees will store the Specimen simultaneously in both of its licensed facilities LifeCell has the option to relocate the Specimen at its own cost to a comparable stem cell bank facility and will provide notice to Client within 14 days of relocation. 5. TERM OF AGREEMENT 5.1. This Agreement will continue for one year from the date of birth of the Child ( Renewal Date ) and will automatically renew for successive one year period until the Child attains the age of twenty one years. This automatic renewal is subject to the Client paying the annual storage fee on or before the renewal date every year. 5.2 Client may opt for prepayment of the storage fees for the remainder of the Agreement at any point during the term of the Agreement. In the event that the fees related to prepayment (as

3 advised by LifeCell from time to time) are made, the term of the Agreement shall be revised to twenty one years from the date of birth of the Child At least 90 days before the expiration of the twenty one year period, LifeCell shall intimate the Client (and/or Child in case the Child has come of age) regarding the expiry of the Agreement, along with terms for continued storage. Accordingly the Child can enter into a new Agreement and continue the storage. 6. REPRESENTATIONS AND WARRANTIES OF CLIENT Client represents and warrants that 6.1. She / he is the parent or legal guardian to the Child Client has had the opportunity to read, understand, review and consult with the Client's own legal counsel and medical professional, this Agreement, its Exhibits, possible risks of collection, processing, storage and possible future use of the Maternal Blood & Specimen The decision to collect the Umbilical Cord and Maternal Blood, test the Maternal Blood and process, store and retrieve the Specimen is a completely voluntary act of Client. 7. RIGHTS TO SPECIMEN 7.1. The Client shall have control over the Specimen until the Child attains majority, further to which all rights shall be automatically transferred to the Child If there is a disagreement between parents the Mother s wish shall prevail The Client undertakes to inform the Child promptly of his/her right with regards to the Specimen on the Child attaining majority, including the right to renew this Agreement. 8. LIFECELL CLIENT BENEFIT PROGRAMS LifeCell understands the Client s need to enhance the value of their investment and also provide a comprehensive coverage for their Child. Therefore LifeCell through its Client Benefit Programs provides additional guarantees, insurances, and benefits which are detailed below: 8.1. Medical Insurance: If the Child, Child s biological Parents and/or Child s biological siblings is diagnosed after the enrolment date for a hematological condition treatable by stem cell transplantation using the stored Specimen the Client under the LifeCell Cares Program can avail up to Rs. 2,000,000 (Rupees Two Million only) to offset transplant related expenses including but not limited to procurement of an additional unit from any public cord blood registry worldwide.

4 8.2. Storage Insurance: In case of demise or permanent physical disability of the Client, LifeCell would continue storage of the Specimen at LifeCell s own cost for the remaining term of the Agreement Entitlement to Full Refund: LifeCell understands that the life and health of the Mother and Child are the utmost priority. In the event the Umbilical Cord is not collected due to this priority or non-survival of the baby at birth, LifeCell shall refund all fees paid by Client to LifeCell upon sharing of relevant declaration from the attending gynecologist Disaster Relief: If the Child, Child s biological parents and/or Child s biological siblings is diagnosed after the enrolment date for a condition treatable by stem cell transplantation using the stored Specimen and should for any unforeseen reason that is beyond the reasonable control of LifeCell which may potentially deteriorate or cause loss of the Umbilical Cord or Specimen during transit or processing or storage, LifeCell will use its best endeavours to find a unit of suitable match (as confirmed by the patient s transplant physician) within 14 days failing which pay the Client Rs. 2,000,000 (Rupees Two Million Only) Quality Guarantee: If the Child, Child s biological parents and/or Child s biological siblings is diagnosed after the enrolment date for a condition treatable by stem cell transplantation using the stored Specimen and should for any reason the Specimen upon retrieval not meet LifeCell s then prevailing viability criteria benchmarked against existing international best practices, LifeCell will use its best endeavors to find a unit of suitable match (as confirmed by the patient s transplant physician) within 14 days failing which pay the Client Rs. 2,000,000 (Rupees Two Million Only) Sample Collection and Transport Assistance: At the request of the Client, LifeCell would arrange and pay for qualified Phlebotomist for the collection of Maternal Blood and Umbilical Cord, and/or a certified Service Provider for X-ray free transport of the Maternal Blood and Umbilical Cord to LifeCell s Laboratory, provided however that the Client provides reasonable notice (not less than two hours prior to childbirth) to LifeCell for allowing the LifeCell arranged Phlebotomist to reach the venue of childbirth Worldwide Shipment Guarantee: In the event of the Specimen being required for a transplant for Child, Child s biological parents or Child s biological siblings, LifeCell upon Client s request shall arrange and pay for X-ray free transport of the Specimen under cryogenic conditions to any destination worldwide Stem Cell Expansion Guarantee: If the Child, Child s biological parents and/or Child s biological siblings is diagnosed after the enrolment date for a condition treatable by stem cell transplantation using the stored Specimen and should clinical expansion of the stored Specimen be deemed necessary for transplant as determined by the patient s transplant physician. LifeCell shall at its own cost expand and provide upto 1 billion mesenchymal stem cells derived from the

5 umbilical cord tissue based on LifeCell s in house protocols and also expand and provide the hematopoietic stem cells from the umbilical cord blood upon the technology becoming commercially available in the future Medical Concierge: For all medical and travel information relating to stem cell transplant using the stored Specimen for the Child or his/her immediate family members, LifeCellassures to provide, at no extra cost to the Client, the relevant information regarding leading transplant physicians, approved and credible medical transplant institutions including medical travel information relating to the Child along with his/her immediate family members General conditions for LifeCell Client Benefit Programs: a) The Client Agreement is valid and is in force. b) Payments would be made within 30 days by LifeCell either to Client or on behalf of Client to the transplant center, upon appropriate verification of Client s request. C) Either upon providing a unit of suitable match or on making the due payment as applicable, the Client would release LifeCell from any further obligations. 9. LIFECELL ASSURANCE: LifeCell hereby assures that 9.1. LifeCell has all statutory permissions and licenses that are required for providing the services contemplated under this Agreement LifeCell will provide the Client with the following immediately upon enrollment; a copy of this Agreement, a Collection Kit compliant with International Air Transport Association (IATA) regulations, and a unique Client Relationship Management (CRM) number that enables the Client to quote for all communications with LifeCell LifeCell upon receipt of the Maternal Blood and Umbilical Cord would determine whether it is fit or unfit for testing, processing and / or storage In any event of Umbilical Cord is found to be unfit, including but not limited to insufficient volume/length, low cell count / viability, positive screening of infectious diseases, microbial contamination of Umbilical Cord, etc., LifeCell will notify the Client immediately and seek instructions for disposal of the Specimen. This Agreement shall be deemed terminated from the date of receipt of such written consent from the Client. If LifeCell does not receive written instructions within 30 days of such intimation then LifeCell shall continue storing the Specimen as is where is, however the benefits available under LifeCell Client Benefit Programs as per clause 8 shall not be applicable.

6 9.5. In the event of Maternal Blood found to be unfit or not provided LifeCell will notify the Client immediately and seek another collection. If the Maternal Blood is not provided within 7 days of childbirth the Specimen can be used only for autologous purposes The Umbilical Cord would be tested, processed, stored and retrieved in accordance to approved Standard Operating Procedures and in compliance with statutory regulations Upon successful collection, processing, testing and storage, LifeCell will provide the Client with a Preservation Certificate confirming successful storage of the Specimen along with sample storage details and test results within 30 days of receipt of Umbilical Cord at LifeCell laboratory LifeCell understands that the cryopreserved Specimen is a precious property of the Client, and therefore LifeCell shall at its own discretion never subject it to any unauthorized usage or even donate it for research or therapeutic purposes In the event of Specimen being retrieved for a transplant for Child s biological parents and/or Child s biological siblings, there are no additional costs for retrieval and upon submission of filled Retrieval Form by Client the Specimen will be available for delivery within 7 days, or within 90 days if cellular expansion is required. 10. DISCLAIMER & LIMITATIONS: LifeCell does not perform any medical services, give any medical advice, or otherwise perform any service other than those expressly indicated in this Agreement. It disclaims all other representations, guarantees, warranties, or assurances, express or implied LifeCell disclaims any responsibility to provide any other services (except those specified in this Agreement) and third party service providers like Phlebotomist, Transporter, etc., shall have the respective responsibility for their services including loss, damage, delay in delivery, etc Client agrees that LifeCell s liability for any loss, harm, damage or claim of any kind in connection with this Agreement or the services provided by LifeCell shall be limited to the return of an amount equal to all fees paid by Client to LifeCell or benefits available under the applicable LifeCell Client Benefit Programs (whichever is higher), except for acts committed by LifeCell that are intentional and/or grossly negligent. 11. FORCE MAJEURE Client agrees that LifeCell s liability for causes or circumstances which are beyond LifeCell s reasonable control shall be limited to that committed under the Disaster Relief program. 12. TERMINATION OF AGREEMENT

7 12.1. This Agreement may be terminated a) by Client at any time prior to collection of Umbilical Cord, or b) by Client or Child (on attaining majority) at any time after storage of the Specimen, or c) by LifeCell if it has exercised its right to refuse Specimen processing and / or storage for any reason, including the consequential act of sample rejection as per clause 9.4, or d) by LifeCell if any payment due to LifeCell is not timely paid and such failure to pay is not cured within 30 days after receipt of notice from LifeCell of such failure to pay, without prejudice to LifeCell s right to take legal steps to recover the debt, or e) by mutual agreement of Client and LifeCell, or f) by either party upon 60 days prior written notice to the other party hereto, or g) in the event the entire Specimen is retrieved for a transplant. However, if the Client retrieves only a portion of the Specimen, the Agreement would survive along with all benefits for the term of the Agreement. h) in the event either law or a governmental agency or regulatory provisions or medical guidelines require us to terminate the Agreement Effects of Termination: a) If the Agreement is terminated under Section 12.1.(a) all fees paid by the Client after deducting a sum of Rs (Rupees Five Thousand only) shall be refunded. b) If the Agreement is terminated under Section 12.1.(b) all fees paid by the Client to LifeCell are non-refundable. The Client (or) Child (on attaining majority) reserves the right to shift the Specimen at their own cost to any other stem cell bank facility of their choice. c) If the Agreement is terminated under Section 12.1.(c) or 12.1 (h) the Storage and / or Processing Fees would be refunded as applicable. d) If the Agreement is terminated under Section 12.1.(d), Client relinquishes all rights in and to the Specimen and waives all claims to the Specimen and LifeCell shall have the right at its sole discretion to dispose of the Specimen. However, LifeCell shall continue storing the Specimen with no liabilities to the Client for a period of two years from the date of termination. During this period the Client shall have the option of reviving the Agreement by paying all unpaid fees and a late fee of Rs (Rupees Five Thousand only).

8 e) If the Agreement is terminated by LifeCell under Section 12.1.(f), LifeCell shall at its own cost arrange for transfer of Specimen to a comparable stem cell bank facility and pay the new stem cell bank for storing the Specimen for the remaining period of the Agreement. All benefits available under the LifeCell Benefit Program under Clause 8 shall survive for the remaining period of the Agreement. If the Agreement is terminated by the Client as per this Clause, the Client shall bear the entire cost for shifting the preserved Specimen to another stem cell bank facility of their own choice. f) All refunds by LifeCell shall be processed within 30 days of receiving the complete documentation. 13. ARBITRATION All disputes arising out of or relating to this Agreement will be resolved by arbitration. The arbitration will take place in Chennai, Tamilnadu, India. The Arbitration would be governed by the Arbitration and Conciliation Act, GOVERNING LAW AND JURISDICTION This Agreement is governed by, construed and interpreted in accordance with the laws of India. Courts in Chennai, Tamilnadu, India shall have exclusive jurisdiction. 15. CONFIDENTIALITY; CONSENT TO RELEASE LifeCell acknowledges the confidential nature of the information provided to it and agrees to use its best efforts to maintain the confidentiality of the information except as required by law or as permitted by this Agreement. All confidential information and personal identifiable information shall be kept on secure database with adequate backup measures. Client and, if different, the Birth Mother of the Child hereby agrees to the release of information to the hospital, laboratory or physician providing the services to the Client. 16. MULTIPLE BIRTHS In the event of multiple births, if the Client desires to engage LifeCell to process, and store the cord blood and/or cord tissue for each Child, the Client must check the appropriate box on the Enrollment Form and pay the additional fees. 17. ASSIGNMENT LifeCell may assign this Agreement to any individual or entity providing a similar service. If LifeCell is acquired by or merged with or into another company, LifeCell shall require that the

9 terms of this Agreement continue in full force and effect. LifeCell shall notify the Client within 90 days in the event of any such assignment. 18. NOTICE Notice to LifeCell must be in writing and delivered to LifeCell International Private Limited, #26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai , Tamil Nadu, India Notice to Client or legal guardian will be in writing and delivered to the address set forth in the Enrollment form or as updated by Client to LifeCell. 19. ENTIRE AGREEMENT This Agreement and the Exhibits hereto constitute the entire agreement between LifeCell and Client and supersede any prior agreements or understandings, oral and written. This Agreement may be modified only by written agreement of Client and Authorised Signatory of LifeCell. 20. SURVIVAL All provisions which by their terms require performance after the termination of this Agreement will survive the termination of this Agreement. 21. SEVERABILITY If any part of this Agreement is found to be invalid or unenforceable, such provision is deemed modified to the extent necessary to make the Agreement enforceable, and this Agreement shall otherwise remain in full force and effect. 22. FOR ONLINE ENROLLMENTS ONLY We as a merchant shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the pre-set limit mutually agreed by us with our acquiring bank from time to time.

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