Clinical Trial Agreement

This Clinical Trial Agreement (“Agreement”) is made on 1/26/2018 (the “Effective Date”) by and between St. Joseph Heritage Healthcare (“Institution”), a California nonprofit public benefit corporation with an address at 200 W. Center Street Promenade, Suite 800, Anaheim, California 92805; Jarrod Holmes, M.D. (“Principal Investigator”), a contractor of Institution with an office located at 3555 Round Barn Circle, Santa Rosa, CA 95403, and Cancer Insight, LLC (“CRO”), a limited liability company having its principal place of business at 110 E. Houston Street, San Antonio, TX 78205. CRO, Institution and Principal Investigator are herein referred to collectively as “Parties.” Individually, each of CRO and Institution is a “Party.”

WHEREAS, CRO has been engaged by BriaCell Therapeutics (the “Sponsor”) to arrange and administer a multi-center clinical trial funded by Sponsor to determine the safety and efficacy of Sponsor’s product;

WHEREAS, Sponsor is a for-profit organization that intends to conduct a sponsored multi-center clinical trial, described in 1.1 below, involving the use of certain diagnostic(s), drug(s), devices(s), or biologic(s) provided by Sponsor and desires that Institution participate in such clinical trial;

WHEREAS, Institution, Principal Investigator, Sponsor and CRO have agreed to use this Clinical Trial Agreement, to facilitate the process of translating laboratory discoveries into treatments for patients, to engage communities in clinical research efforts, and to train a new generation of clinical and translational researchers;

WHEREAS, the Institution has appropriate facilities and personnel with the qualification, training, knowledge, and experience necessary to conduct such a clinical trial; and

WHEREAS, the Study contemplated by this Agreement is of interest and benefit to Institution, Principal Investigator, Sponsor and CRO, and will further the instructional and research objectives of Institution in a manner consistent with its status as a nonprofit educational, research and health care institution;

NOW, THEREFORE, in consideration for the mutual promises made in this Agreement and for valid consideration, the Parties agree as follows:

1. Scope of Agreement

1.1. Institution and Principal Investigator will undertake a sponsored multi-center clinical trial (“Study”) described in the protocol as “A Phase I/IIa Rollover Study of the Whole-Cell Vaccine BriaVax™ in Metastatic or Locally Recurrent Breast Cancer Patients in Combination with Ipilimumab or Pembrolizumab,” which is incorporated herein as Exhibit A (“Protocol”). Institution and Principal Investigator will use its reasonable efforts to only recruit subjects in accordance with the Protocol. The Study will be conducted by the Institution under the direction of Principal Investigator.

1.2. In the event of any conflict between the terms and conditions of this Agreement and the Protocol or between this Agreement and any of its Exhibits, the terms and conditions of the Protocol shall control with respect to matters of the clinical conduct of the Study, and the terms of this Agreement shall control with respect to all other matters.

1.3. Unless otherwise agreed to by the Parties, Sponsor and/or CRO will provide to Institution and Principal Investigator on a timely basis, without charge, the required quantities of properly-labeled Sponsor drug(s) or biologics(s) (“Study Drug”) and/or device(s) (“Study Device”) and other materials (e.g., Investigator’s Brochure, handling and storage instructions, and, if applicable, placebo) necessary for Institution and Principal Investigator to conduct the Study in accordance with the Protocol. Unless stated otherwise in writing by Sponsor, all such items are and will remain the sole property of Sponsor until administered or dispensed to Study subjects during the course of the Study. Receipt, storage, and handling of Study Drug or Study Device will be in compliance with all applicable laws and regulations, the Protocol, and CRO’s or Sponsor’s instructions.

1.4. CRO, Institution, and Principal Investigator shall comply with and conduct all aspects of the Study in compliance with all applicable federal, state, and local laws and regulations, including generally accepted standards of good clinical practice as adopted by current FDA regulations and statutes and regulations of the U.S. Government relating to exportation of technical data, computer software, laboratory prototypes, and other commodities as applicable to academic institutions. Institution and Principal Investigator will only allow individuals who are appropriately trained and qualified to assist in the conduct of the Study.

1.5. Principal Investigator shall obtain IRB approval for this Study and proof thereof shall be provided to CRO. Initiation of the Protocol and Institution’s and Principal Investigator’s obligation to conduct the Study shall not begin until IRB approval is obtained. Principal Investigator shall obtain from each subject, prior to the subject’s participation in the Study, a signed informed consent and necessary authorization to disclose health information to CRO and/or Sponsor in a form approved in writing by the IRB or a waiver of consent as directed by the IRB and further provided that the informed consent is consistent with Institution’s policies.

1.6. Institution or Principal Investigator shall promptly inform Sponsor of any urgent safety measures as instructed in the Protocol or breaches of the Protocol of which Institution or Principal Investigator becomes aware.

1.7. Institution and Principal Investigator acknowledge CRO’s right to assign or transfer, in whole or in part, with notice to Institution and Principal Investigator, any of its rights or obligations under this Agreement to the Sponsor or Sponsor’s designate. Notwithstanding the foregoing, no Party may transfer, assign or otherwise convey its rights or obligations under this Agreement without the written consent of the other Parties, and any attempt to transfer, assign or otherwise convey any rights or obligations in violation of this Section 1.7 shall be void.

2. Payments

Sponsor will provide financial support for the Study and will provide such funds to CRO who will pay Institution in accordance with the budget attached as Exhibit B (“Budget”) on a prorated basis, according to the actual work completed and any non-cancelable obligated expenses, for subjects who are enrolled into the Study. The Parties acknowledge that the Budget amounts represent an equitable exchange for the conduct of the Study in light of the professional time and expenses required for the performance of the Study. Institution has no obligation to order, purchase, or recommend the ordering or purchasing of any item or service manufactured or distributed by Sponsor.

In addition to other necessary routing information detailed in Exhibit B, each payment shall clearly reference the: Study Protocol Number and PI name.

For administrative convenience, various Study contact information may be attached hereto and incorporated by reference as Exhibit C, entitled, “Administrative & Study Points of Contact.”

The Institution’s tax identification number is: 33-0185031.

3. Confidentiality

3.1. It is anticipated that in the performance of this Agreement, Sponsor and/or CRO on behalf of Sponsor may need to disclose to Institution and Principal Investigator information which is considered confidential. The rights and obligations of the Parties with respect to such information are as follows:

“Confidential Information” refers to information of any kind which is disclosed to the Institution or Principal Investigator by Sponsor and/or CRO on behalf of Sponsor for purposes of conducting the Study or Data (as defined below in Section 4) which:

a)	by appropriate marking, is identified as confidential and proprietary at the time of disclosure;
b)	if disclosed orally, is identified in a marked writing within thirty (30) days as being confidential; or
c)	is of such a nature that a reasonable person familiar with the Study would consider it to be confidential or proprietary from the context or circumstances of disclosure. Notwithstanding the foregoing, Data and results generated in the course of conducting the Study are not Confidential Information for publishing purposes in accordance with Section 9 of this Agreement.

Institution and Principal Investigator each agrees, for a period of five (5) years following the termination or expiration of this Agreement, to use reasonable efforts, no less than the protection given their own confidential information, to use Confidential Information received from Sponsor and/or CRO on behalf of Sponsor in accordance with this Section.

Institution and Principal Investigator each agrees to use Sponsor’s Confidential Information solely as allowed by this Agreement, and for the purposes of conducting the Study. Institution and Principal Investigator each agrees to make Sponsor’s Confidential Information available only to those of its, or its affiliates’ employees, IRB members, personnel, agents, consultants, and vendors, and approved subcontractors, as applicable, who require access to it in the performance of this Study, and are subject to similar terms of confidentiality.

3.2. The obligation of nondisclosure does not apply with respect to any of the Confidential Information that:

a)	is or becomes public knowledge through no breach of this Agreement by Institution or Principal Investigator;
b)	is disclosed to Institution or Principal Investigator by a third party entitled to disclose such information without known obligation of confidentiality;
c)	is already known or is independently developed by Institution or Principal Investigator without use of Sponsor’s Confidential Information as shown by Institution’s or Principal Investigator’s contemporaneous written records;

d)	is necessary to obtain IRB approval of Study or required to be included in the written information summary provided to Study subject(s) and/or informed consent form;
e)	is released with the prior written consent of the Sponsor; or
f)	is required to support the medical care of a Study Subject.

3.3. Institution and Principal Investigator may disclose Confidential Information to the extent that it is required to be produced pursuant to a requirement of applicable law, government agency, an order of a court of competent jurisdiction, or a facially valid administrative, Congressional, or other subpoena, provided that Institution or Principal Investigator, subject to the requirement, order, or subpoena, promptly notifies Sponsor. Sponsor may seek to limit the scope of such disclosure and/or seek to obtain a protective order. Institution and Principal Investigator will disclose only the minimum amount of Confidential Information necessary to comply with law or court order as advised by Institution’s or Principal Investigator’s legal counsel.

3.4. No license or other right is created or granted hereby, except the specific right to conduct the Study as set forth by Protocol and under terms of this Agreement, nor shall any license or other right with respect to the subject matter hereof be created or granted except by the prior written agreement of the Parties duly signed by their authorized representatives.

3.5. Upon Sponsor’s and/or CRO’s written request, Institution and Principal Investigator each agrees to return all Confidential Information supplied to it/him/her by Sponsor and/or CRO on behalf of Sponsor at Sponsor’s expense pursuant to this Agreement except that Institution and Principal Investigator may each retain one (1) copy of any such Confidential Information in a secure location for purposes of identifying and satisfying its/his/her obligations and exercising its/his/her rights under this Agreement.

3.6 Institution and Principal Investigator may disclose the existence of this Agreement and any additional information necessary to ensure compliance with applicable Federal, State and Institutional policies, regulations, and laws.

4. Data Use/Ownership

“Data” shall mean all data and information generated by Institution and Principal Investigator as a result of conducting the Study in accordance with the IRB approved Protocol. Data does not include original Study subject or patient medical records, research notebooks, source documents, or other routine internal documents kept in the Institution’s or Principal Investigator’s ordinary course of business operations, which shall remain the sole and exclusive property of the Institution or Principal Investigator. Sponsor owns and has the right to use the Data in accordance with the signed informed consent and authorization form, applicable laws, and the terms of this Agreement. Notwithstanding any licenses or other rights granted to Sponsor herein, but in accordance with the confidentiality and publication sections herein, Institution and Principal Investigator shall retain the right to use the Data and results for its/his/her publication, IRB, regulatory, legal, clinical, educational, and internal research purposes.

5. HIPAA/HIPAA Privacy

5.1. Institution and Principal Investigator shall comply with applicable laws and regulations, as amended from time to time, including without limitation, the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (HIPAA) with respect to the collection, use, storage, and disclosure of Protected Health Information (PHI) as defined in HIPAA. CRO and Sponsor through its agreement with CRO, shall collect, use, store, access, and disclose PHI collected from Study subjects only as permitted by the IRB approved informed consent form or HIPAA authorization form obtained from a Study subject. Sponsor will collect, use, store, and disclose any Subject Material, defined in Section 15, it receives only in accordance with the informed consent form and, in any event, will not collect, use, store, or disclose any PHI attached to or contained within the Subject Material in any manner that would violate this Section of the Agreement. If Sponsor or CRO contracts with any agents to whom it provides a Study subject’s PHI, it will include provisions in those agreements through which its agents agree to similar restrictions and conditions that apply to Sponsor and CRO regarding Study subjects’ PHI.

Institution and Principal Investigator each acknowledges that, pursuant to Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007 (“MMSEA”), Sponsor has an obligation to submit certain reports to the Centers for Medicare & Medicaid Services with respect to Medicare beneficiaries who participate in the Study and experience a research injury for which diagnosis or treatment costs are incurred. Sponsor and CRO recognize that each party is subject to laws and regulations protecting the confidentiality of research subject information. Accordingly: (1) Institution agrees upon prior written request to provide to Sponsor, or CRO as designated by Sponsor, certain identifiable patient information required by MMSEA for Study subjects who are Medicare beneficiaries and incur medical costs in association with a research injury and whose costs are reimbursed by Sponsor pursuant to this Agreement; and (2) Institution further agrees to otherwise cooperate with Sponsor (and CRO as designated by Sponsor) to the extent necessary for Sponsor to meet its MMSEA reporting obligations.

5.2. CRO’s ability to review the Study subjects’ Study-related information contained in the Study subject’s medical record shall be subject to reasonable safeguards for the protection of Study subject confidentiality and the Study subjects’ informed consent form or HIPAA authorization form.

5.3. Neither CRO, nor Sponsor through its agreement with CRO, shall attempt to identify, or contact, any Study subject unless permitted by the informed consent form.

6. Record Retention

As applicable by law, Institution shall retain and preserve a copy of the Study records for the longer of:

a)	two (2) years after a marketing authorization for Study Drug, or Study Device has been approved for the indication for which it was investigated or Sponsor has discontinued research on the Study Drug or Study Device;
b)	such longer period as required by federal regulatory requirements; or
c)	as requested by Sponsor at Sponsor’s reasonable storage expense.

At the end of such period, the Institution shall notify Sponsor of its intent to destroy any such records. Sponsor shall have thirty (30) days to respond to the Institution’s notice, and Sponsor shall have the opportunity to preserve such records at Sponsor’s expense.

7. Monitoring and Auditing

7.1. Site visits by Sponsor, CRO and/or another authorized designee (e.g., Study monitor) will be scheduled in advance for times mutually acceptable to the Parties during normal business hours. Sponsor’s, CRO’s and/or authorized designee’s access is subject to reasonable safeguards to ensure confidentiality of medical records and systems.

7.2. Upon becoming aware of an audit or investigation by a regulatory agency with jurisdiction over the Study, Institution and Principal Investigator agree to provide Sponsor with prompt notice of the auditor investigation. If legally permissible or allowable by the regulatory agency and permissible in accordance with the Institution’s policy, Sponsor may be available or request to be present with approval from auditor during such audit, but Sponsor will not alter or interfere with any documentation or practice of Institution or Principal Investigator. Institution and Principal Investigator shall be free to respond to any regulatory agency inquiries and will provide Sponsor with a copy of any formal response or documentation to the regulatory agency regarding the Study.

8. Inventions, Discoveries and Patents

8.1. It is recognized and understood that certain existing inventions and technologies, and those arising outside of the research conducted under this Agreement, are the separate property of Sponsor, Institution or Principal Investigator and are not affected by this Agreement, and neither Sponsor nor Institution nor Principal Investigator shall have any claims to or rights in such separate inventions and technologies.

8.2. Any new patentable inventions, developments, or discoveries made during and in the performance of the Study (“Inventions”) shall be promptly disclosed to Sponsor. Title to Inventions that necessarily use or necessarily incorporate Sponsor’s Study Drug and/or Study Device shall reside with Sponsor (“Sponsor Inventions”). Institution and Principal Investigator shall assign all Sponsor Inventions to Sponsor in writing. Title to Inventions other than Sponsor Inventions (“Other Inventions”) shall reside with Sponsor if Sponsor personnel are the sole inventors, with Institution if Institution personnel are the sole inventors, with Principal Investigator if Principal Investigator is the sole inventor, and shall be held jointly if Institution and/or Principal Investigator and Sponsor personnel are inventors.

8.3. To the extent that Institution or Principal Investigator owns sole or joint title in any such Other Inventions, Sponsor is hereby granted, without option fee other than consideration of the Study sponsored herein and the reimbursement to Institution or Principal Investigator for patent expenses incurred prior to or during the option period, an option to acquire an exclusive, worldwide, royalty-bearing license to Institution’s or Principal Investigator’s rights to any Other Invention, which option shall extend for no more than ninety (90) days after Sponsor’s receipt of an Invention disclosure from Institution or Principal Investigator (“Option Period”). Sponsor and Institution and/or Principal Investigator shall use their reasonable efforts to negotiate, for a period not to exceed ninety (90) days after Sponsor’s exercise of such option, a license agreement satisfactory to all parties (“Negotiation Period”). In the event Sponsor fails to exercise its option within the Option Period, or Sponsor and Institution and/or Principal Investigator fail to reach agreement on the terms of such license within the Negotiation Period, Institution and Principal Investigator shall have no further obligation to Sponsor under this Agreement with regard to the specific Other Invention.

8.4. Institution and Principal Investigator shall retain a royalty-free, irrevocable license to use for its/his/her own internal noncommercial research, educational and patient care purposes, all Sponsor Inventions or Other Inventions licensed or assigned to Sponsor hereunder.

8.5. Nothing contained in this Agreement shall be deemed to grant either directly by implication, estoppel, or otherwise any license under any patents, patent applications, or other proprietary interest to any other inventions, discovery or improvement of either Sponsor, Institution or Principal Investigator.

8.6. CRO, Institution and Principal Investigator agree that the provisions of this Agreement are intended to be interpreted and implemented so as to comply with all applicable federal laws, rules, and regulations, including without limitation the requirements of Rev. Proc. 2007-47; provided, however, if it is determined by the Internal Revenue Service or any other federal agency or instrumentality (the “Government”) that the provisions of this Agreement are not in such compliance, then those parties agree to modify the provisions and the implementation of this Agreement so as to be in compliance with all applicable federal laws, rules, and regulations as determined by the Government.

9. Publication

9.1. Institution and Principal Investigator shall be free to publish, present, or use any Data and results arising out of its performance of the Protocol (individually, a “Publication”). At least thirty (30) days prior to submission for Publication, Institution or Principal Investigator shall submit to Sponsor for review and comment any proposed oral or written Publication (“Review Period”). Institution and Principal Investigator will consider any such comments in good faith but is under no obligation to incorporate Sponsor’s suggestions. The Review Period for abstracts or poster presentations shall be thirty (30) days. If during the Review Period, Sponsor notifies Institution or Principal Investigator in writing that: (i) it desires patent applications to be filed on any inventions disclosed or contained in the disclosures, Institution or Principal Investigator will defer Publication for a period not to exceed sixty (60) days, to permit Sponsor to file any desired patent applications; and (ii) if the Publication contains Sponsor’s Confidential Information as defined in Section 3 and Sponsor requests Institution or Principal Investigator in writing to delete such Sponsor’s Confidential Information, the Institution and Principal Investigator agree to delete such Sponsor’s Confidential Information only to the extent such deletion does not preclude the complete and accurate presentation and interpretation of the Study results.

9.2. The Parties agree that this Study is a multi-center clinical trial. Therefore, Institution and Principal Investigator agree that the first Publication of the results of the Study shall be made in conjunction with the presentation of a joint multi-center Publication of the Study results with the Principal Investigators from all sites contributing Data, analyses, and comments. However, Institution or Principal Investigator may publish the Data and Study results individually in accordance with this Section 9 upon first occurrence of one of the following: (i) multi-center Publication is published; (ii) no multicenter publication is submitted within twelve (12) months after conclusion, abandonment, or termination of the Study at all sites; or (iii) Sponsor confirms in writing there will be no multi-center Publication.

9.3. If no multi-center Publication occurs within twelve (12) months of the completion of the Study at all sites, upon request by Institution or Principal Investigator, Sponsor will provide such Institution or Principal Investigator access to the aggregate Data from all Study sites.

9.4. If Principal Investigator, is identified to participate in the multi-center Publication: (i) Principal Investigator will have the opportunity to review the aggregate multi-center Data, upon request; and (ii) consistent with the International Committee of Medical Journal Editors (ICMJE) regulations, Principal Investigator will have adequate opportunity to review and provide input on any abstract or manuscript prior to its submission for Publication. Principal Investigator also retains the right to decline to be an author on any Publication.

10. Use of Name

10.1. Neither Institution nor Principal Investigator nor CRO may use the name, trademark, logo, symbol, or other image or trade name of any other party or their employees and agents in any advertisement, promotion, or other form of publicity or news release or that in any way implies endorsement without the prior written consent of an authorized representative of the other party whose name is being used. Such approval will not be unreasonably withheld.

10.2. Institution and Sponsor understand that the amount of any payment made hereunder may be disclosed and made public by the other party as required by law or regulation, including the Patient Protection and Affordable Care Act of 2010, provided that the disclosure clearly designates the payment as having been made to Institution for research and not to the physician.

10.3. Institution and Principal Investigator may acknowledge the Sponsor’s support, including but not limited to financial support as may be required by academic journals, professional societies, funding agencies, and applicable regulations. Notwithstanding anything to the contrary in this Agreement, Institution may publicly post information about the Study on Institution’s clinical trials directory/website. Additionally, notwithstanding anything herein to the contrary, Institution shall have the right to post Sponsor’s and/or CRO’s names, the Study title, and the Study period, and funding amount, on Institution publicly accessible lists of research conducted by the Institution.

11. Indemnification and Limitation of Liability

11.1 Sponsor’s indemnification obligations are outlined in a separate Letter of Indemnification, attached hereto as Exhibit D.

11.2. CRO expressly disclaims any liability in connection with the Study Drug or Study Device, including any liability for any claim arising out of a condition caused by or allegedly caused by any Study procedures associated with such product except to the extent that such liability is caused by the negligence, willful misconduct or breach of this Agreement by CRO.

11.3. Institution and Principal Investigator shall have no obligation to indemnify CRO and CRO shall have no obligation to indemnify Institution.

12. Subject Injury

Sponsor’s subject injury obligations are outlined in Exhibit D.

13. Insurance

13.1. Institution shall, at its sole cost and expense maintain a policy or program of insurance or self- insurance at the level of at least $1,000,000 per occurrence (or per claim) and $3,000,000 annual aggregate to support its obligations assumed in this Agreement. However, if Institution is a public entity entitled to governmental immunity protections under applicable state law, then Institution may provide liability coverage in accordance with any limitations associated with the applicable law.

13.2. Principal Investigator shall, at its sole cost and expense maintain a policy or program of insurance or self- insurance at the level of at least $1,000,000 per occurrence (or per claim) and $3,000,000 annual aggregate to support its obligations assumed in this Agreement.

13.2 CRO shall maintain an insurance policy or a program of self-insurance at levels sufficient to support its obligations assumed herein.

13.4. Upon written request, any Party will provide evidence of its insurance or self-insurance acceptable to another Party. Any Party will provide the other Parties with written notice of material change in its coverage which would affect such Party’s ability to meet its obligations under this Agreement. A Party’s inability to meet its insurance obligation constitutes material breach of this Agreement.

14. Term and Termination

14.1. This term of this Agreement shall commence upon the Effective Date and terminate upon the completion of the Parties’ Study-related activities under the Agreement, unless terminated early as further described in this Section.

14.2. CRO has the right to terminate this Agreement upon thirty (30) days prior written notice to the Institution and Principal Investigator. This Agreement may be terminated immediately at any time for any reason by the Institution, Principal Investigator or CRO when, in their judgment or that of the Institution’s IRB, Scientific Review Committee, if applicable, or the Food and Drug Administration, it is determined to be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects’ rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement, Institution shall promptly notify CRO. If the Parties are unable to identify a mutually acceptable successor, this Agreement may be terminated by either Party upon thirty (30) days written notice.

14.3. Notwithstanding the above a Party may, in addition to any other available remedies:

a)	immediately terminate this Agreement upon the other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare of Study subjects; and/or
b)	terminate this Agreement upon the other Party’s material default or breach of this Agreement, provided that the defaulting/breaching Party fails to remedy such material default, breach, or failure to adhere to the Protocol within thirty (30) business days after written notice thereof.

14.4. In addition to the above, this Agreement may be terminated by Institution or Principal Investigator in the event of a material default or breach of this Agreement by CRO, or by CRO in the event of a material breach of this Agreement by Institution or Principal Investigator, provided that the defaulting/breaching party fails to remedy such material default or breach within thirty (30) business days after written notice thereof.

14.5. In the event that this Agreement is terminated prior to completion of the Study, for any reason, Institution and Principal Investigator shall:

a)	notify the IRB that the Study has been terminated;
b)	cease enrolling subjects in the Study;

c)	cease treating Study subjects under the Protocol as directed by CRO to the extent medically permissible and appropriate;
d)	terminate, as soon as practicable, all other Study activities; and
e)	furnish to CRO any required final report for the Study in the form reasonably acceptable to CRO.

Promptly following any such termination, Institution and Principal Investigator will provide to CRO copies of Data collected pursuant to the Study Protocol. Upon Sponsor’s or CRO’s written request, Institution and Principal Investigator shall provide to the requesting party all Sponsor’s Confidential Information provided under this Agreement provided, however, that Institution and Principal Investigator may each retain one (1) copy of Confidential Information for record keeping purposes, monitoring its obligations, and exercising its rights hereunder, subject to Institution’s and Principal Investigator’s ongoing compliance with the confidentiality and non-use obligations set forth in this Agreement.

14.6. If this Study is terminated early by any Party, the Institution shall be reimbursed for all work completed, on a pro rata basis, and reasonable costs of bringing the Study to termination incurred through the date of termination, and for non-cancelable commitments properly incurred through that date. Upon receipt of notice of termination, Institution will use reasonable efforts to reduce or eliminate further costs and expenses and will cooperate with CRO to provide for an orderly wind-down of the Study.

14.7. Subsections 1.4, 1.6, and 14.6, and Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 (and the attached Letter of Indemnification), 12, 13, 15, 19 and 23, shall survive any termination or expiration of this Agreement, except that Section 3 shall survive for the period stated in Section 3.1. Any provision of this Agreement that by its nature and intent remains valid after termination will survive termination.

15. Subject Material

15.1. Subject Material means any biologic material of human origin including, without limitation, tissues, blood, plasma, urine, spinal fluid, or other fluids derived from the Study subjects in accordance with and pursuant to the Protocol (“Subject Material”).

15.2. Institution and Principal Investigator agree to make the Subject Material available to the Sponsor in accordance with the Protocol for the purposes of the Study. The Subject Material may be used by the Sponsor, central lab, or other contracted party only as allowed by the Study subject’s informed consent form or pertinent institutional review board(s). Sponsor’s use of Subject Materials, other than as allowed by the Study subject’s informed consent form, will require additional IRB review and approval.

16. Subcontract

If applicable, Institution and Principal Investigator have the right to subcontract to other sites to conduct the Study in accordance with the Protocol with terms consistent with this Agreement with written approval of the Sponsor, which approval shall not be unreasonably withheld. If Institution or Principal Investigator subcontracts any Study related duties, Institution and Principal Investigator shall contract with such subcontractors incorporating terms substantially similar to the terms herein. Such subcontracts may be provided to the CRO upon written request.

The Parties acknowledge and agree that the Sponsor and each of its affiliates is a third party beneficiary to this Agreement.

17. Notices

Any notice, authorization, approval, consent or other communication will be in writing and deemed given:

a)	Upon delivery in person;
b)	Upon delivery by courier;
c)	Upon delivery date by a nationally-recognized overnight delivery service such as FedEx.

If to CRO:

Cancer Insight, LLC

Attn: Steven White

Chief Operating Officer

110 E. Houston St., Floor 7

San Antonio, TX 78205

210-884-0810

swhite@cancerinsight.com

If to Sponsor:

820 Heinz Avenue

Berkeley, CA, 94710

Tel: 1-888-485-6340

Fax: 424-245-3719

If to Institution:

St. Joseph Heritage Healthcare

200 Center Street Promenade, Suite 800

Anaheim, California 92805

Attention: Clinical Trials & Research

If to Principal Investigator:

St. Joseph Heritage Healthcare

3555 Round Barn Circle Santa Rosa, CA 95403

Attention: Clinical Trials & Research, Dr. Jarrod Holmes

18. Independent Contractor

It is mutually understood and agreed that the relationship among Institution, Principal Investigator and CRO is that of independent contractors. No party shall represent itself as the agent, employee, partner, joint venturer, or servant of the others. Except as specifically set forth herein, no party shall have nor exercise any control or direction over the methods by which another party performs work or obligations under this Agreement. Further, nothing in this Agreement is intended to create any partnership, joint ventures, lease, or equity relationship, expressly or by implication, among those parties.

19. Clinical Trial Registry

Prior to enrollment of the first subject in the Study, Sponsor will register the Study on www.clinicaltrials.gov in accordance with the requirements of the International Committee of Medical Journal Editors (ICMJE) and Public Law 110-85. Results of this Study will be reported in compliance with applicable laws.

20. Non-Referral/Anti-Corruption Language

20.1. Institution, Principal Investigator and CRO, on behalf of Sponsor, agree that it is not their intent under this Agreement to induce or encourage the unlawful referral of subjects or business among the Parties, and there shall not be any requirement under this Agreement that those parties, their employees or affiliates, including their medical staff, engage in any unlawful referral of subjects to, or order or purchase products or services from, one of those parties.

20.2. Institution, Principal Investigator and CRO, on behalf of Sponsor, agree that their employees, who are involved in the conduct of the Study, will not offer, pay, request or accept any bribe, inducement, kickback or facilitation payment, and shall not make or cause another to make any offer or payment to any individual or entity for the purpose of influencing a decision for the benefit of one of those parties.

21. Force Majeure

If any Party hereto shall be delayed or hindered in, or prevented from, the performance of any act required hereunder for any reason beyond such Party’s direct control, including but not limited to, strike, lockouts, labor troubles, governmental or judicial actions or orders, riots, insurrections, war, acts of God, inclement weather, or other reason beyond the Party’s control (a “Disability”) then such Party’s performance shall be excused for the period of the Disability. Any Study timelines affected by a Disability shall be extended for a period equal to the delay and any affected Budget shall be adjusted to account for cost increases or decreases resulting from the Disability. The Party affected by the Disability shall notify the other Parties of such Disability as provided for herein.

22. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same document, and is binding on all Parties notwithstanding that each of the Parties may have signed different counterparts. Facsimiles or scanned copies of signatures or electronic images of signatures shall be considered original signature unless prohibited by applicable law.

23. Debarment

The Institution and Principal Investigator each certifies that to its/his/her knowledge neither it/he/she, nor any of its/his/her employees, agents or other persons performing the Study under its/his/her direction, is currently debarred, suspended, or excluded under the Federal Food, Drug and Cosmetic Act, as amended, or disqualified under the provisions of 21 CFR §312.70. In the event that the Principal Investigator or any Study personnel becomes debarred or disqualified during the term of this Agreement or within 1 year after termination of the Study, the Institution and Principal Investigator agree to promptly notify CRO after learning of such event. Institution and Principal Investigator each certifies that it/he/she is not excluded from a federal health care program, including Medicare and Medicaid. In the event an Institution or Principal Investigator becomes excluded during the term of this Agreement or within 1 year after termination of the Study, the Institution or Principal Investigator agrees to promptly notify CRO after learning of such event.

24. Institution Compliance Program

The Parties acknowledge that Institution maintains a corporate compliance program (“Program”). This Program is intended to prevent compliance violations and to promote education related to fraud, abuse, false claims including but not limited to the Deficit Reduction Act provisions, excess private benefit, and inappropriate referrals. This Program requires, and the Parties hereby agree, that any regulatory compliance concerns regarding any Institution compliance violations be promptly reported either to an appropriate Institution manager or through the Institution’s Compliance Line at 1-866-913-0275.

25. Tax Exempt Status

The Parties acknowledge that Institution is entering into this Agreement with tax-exempt status. In the event it becomes necessary to amend the Agreement in order for Institution to comply with its tax- exempt bond obligations and covenants, to maintain its tax-exempt status, or to qualify for tax-exempt financing, the Parties agree to enter into good faith negotiations to amend this Agreement for the purpose of allowing Institution to continue to comply with its tax-exempt and bond financing obligations under the United States Treasury laws and regulations. If, however, after such negotiations and subsequent amendment to this Agreement, Institution’s bond counsel or accountants believe that this Agreement continues to threaten Institution’s tax-exempt status or causes Institution to be out of compliance with its bond obligations and/or covenants, or if the Parties cannot agree to an amendment within thirty (30) days of initiation of such negotiations, then Institution may terminate this Agreement upon thirty (30) days prior written notice to the other Parties. Institution represents that, to the best of its knowledge, Institution’s entry into this Agreement and conduct of the Study does not jeopardize Institution’s tax-exempt status.

26. Independent Review

Institution and Principal Investigator each hereby represents that it/he/she has had an opportunity to review this Agreement and have this Agreement reviewed by its/his/her counsel. Principal Investigator recognizes and agrees that counsel for Institution does not represent the Principal Investigator in this matter.

27. Choice of Law -Intentionally omitted

25. Entire Agreement

Section and clause headings are used herein solely for convenience of reference and are not intended as substantive parts of the Parties’ agreement. This Agreement incorporates the Exhibits referenced herein. This written Agreement constitutes the entire agreement among the Parties concerning the subject matter, and supersedes all other or prior agreements or understandings, whether written or oral, with respect to that subject matter. Any changes made to the terms, conditions or amounts cited in this Agreement require the written approval of each Party’s authorized representative. The waiver by any party of a violation of any provision of this Agreement shall not operate as or be construed to be, a waiver of any subsequent breach of the same or other provision hereof. In the event any provision of the Agreement is held to be unenforceable for any reason, the unenforceability hereof shall not affect the remainder of this Agreement, which shall remain in full force and effect and enforceable in accordance with its terms. Furthermore, it is the parties’ intent that any unenforceable provision be construed and limited by any court that considers the matter so as to render it reasonable and enforceable.

The authorized representatives of the Parties have signed this Agreement as set forth below.

St. Joseph Heritage Healthcare		Cancer Insight, LLC
By:		By:
Name:	John Bennett	Name:	Steven White
Title:	Chief Administrative Officer	Title:	COO
Date:	Jan 24, 2018	Date:	1/26/2018

Jarrod Holmes, M.D.
By:
Name:	Jarrod Holmes, M.D.
Title:	Principal Investigator
Date:	Jan 25, 2018

EXHIBIT A

PROTOCOL

See attached and incorporated master Protocol, which is identified as Protocol BRI-ROL-001, and amendments thereto.

EXHIBIT B

BUDGET

A.	This Budget has been negotiated at fair and reasonable value. Institution has not been influenced to participate in this Study based on financial or other inducements from Sponsor. The compensation may be used at the discretion of Institution to offset the costs of the Study. For Study subject visit and Study conduct reimbursements, an item listed herein will be considered payable upon Institution’s complete and accurate data entry into the applicable electronic data capture system (EDC) of all assessments associated with that visit in the EDC.
B.	Sponsor will not be liable for any payment in excess of the fees and costs provided herein except upon Sponsor’s prior written agreement. Institution may submit to Sponsor a revised budget requesting additional funds at such time as expenses may reasonably be projected to exceed the fees and costs provided herein.
C.	The compensation per Study subject will be earned by Institution and made payable by Sponsor as follows:

i.	$2,270.00 will be paid upon completion of the baseline visit, as defined by the Protocol;
ii.	$2,070.00 will be paid upon completion of Cycle One, as defined by the Protocol;
iii.	$1,940.00 will be paid upon completion of Cycle Two, as defined by the Protocol;
iv.	$1,940.00 will be paid upon completion of Cycle Three, as defined by the Protocol;
v.	$1,940.00 will be paid upon completion of Cycle Four, as defined by the Protocol;
vi.	$2,255.00 will be paid upon completion of Cycle Five, as defined by the Protocol;
vii.	$1,940.00 will be paid upon completion of Cycle Six, as defined by the Protocol;
viii.	$1,940.00 will be paid upon completion of Cycle Seven, as defined by the Protocol;
ix.	$1,940.00 will be paid upon completion of Cycle Eight, as defined by the Protocol;
x.	$2,255.00 will be paid upon completion of Cycle Nine, as defined by the Protocol;
xi.	$1,940.00 will be paid upon completion of Cycle Ten, as defined by the Protocol;
xii.	$1,940.00 will be paid upon completion of Cycle Eleven, as defined by the Protocol;
xiii.	$1,940.00 will be paid upon completion of Cycle Twelve, as defined by the Protocol;
xiv.	$2,255.00 will be paid upon completion of Cycle Thirteen, as defined by the Protocol;
xv.	$1,940.00 will be paid upon completion of Cycle Fourteen, as defined by the Protocol;

xvi.	$1,940.00 will be paid upon completion of Cycle Fifteen, as defined by the Protocol;
xvii.	$1,940.00 will be paid upon completion of Cycle Sixteen, as defined by the Protocol;
xviii.	$2,255.00 will be paid upon completion of Cycle Seventeen, as defined by the Protocol;
xix.	$2,155.00 will be paid upon completion of the end of treatment visit, as defined by the Protocol.
xx.	$1,490.00 will be paid upon completion of the final assessment follow-up visit, as defined by the Protocol.

D.	Start-up funding will be provided in the amount of $8,000.00 and payable upon execution of the Agreement, which may be used at the discretion of Institution to offset the costs of the Study.
E.	Where Institution utilizes Western IRB (“WIRB”) as their central IRB, Cancer Insight will pay for WIRB costs directly and Institution may direct WIRB to invoice Cancer Insight directly.
F.	Annual maintenance funding will be provided in the amount of $750.00, which may be used at the discretion of Institution to offset the costs of the Study. This amount shall be due beginning in the second year of the Study and shall continue until completion of the Study. The annual term shall be determined by the Effective Date of the Agreement.
G.	$500.00 shall be paid for each protocol amendment submitted to Institutional IRB or to WIRB.
H.	$1,500.00 shall be paid for the HRPP Institutional Oversight Fee.
I.	$500.00 shall be paid annually for the HRPP Institutional Oversight Fee. This amount shall be due beginning in the second year of the Study and shall continue until completion of the Study. The annual term shall be determined by the Effective Date of the Agreement.
J.	$250.00 shall be paid for each SAE report completed.
K.	$25.00 shall be paid for each IND safety report completed.
L.	Cardiac Safety monitoring shall be invoiced as required per the Protocol:

i.	$550.00 for echocardiogram per occurrence;
ii.	$2,191.00 for multigated acquisition (MUGA) scan per occurrence;
iii.	$44.00 for cardiac troponin test per occurrence;
iv.	$130.00 for electrocardiogram (ECG) per occurrence;
v.	$151.00 for NT-proBNP and Troponon (cTn) per occurrence.

M. Imaging scans shall be paid at the rates identified below. Such costs shall only be applicable to imaging scans that are considered to be outside the standard of care windows. If imaging scans are performed outside the Study subject’s standard of care and repeated at the baseline evaluation for research purposes only, such imaging scans shall be invoiced to Sponsor.

i.	$2,227.00 for CT Chest with contrast imaging;
ii.	$135.00 for RECIST reads;
iii.	$2,087.00 for CT Abdominal/Pelvis with contrast imaging.

N. Serology testing, as required by the Protocol, shall be paid at the rates identified below.

i.	$60.00 for HIV Screen;
ii.	$90.00 for Hepatitis B Screen;
iii.	$40.00 for Hepatitis C Virus Antibody;
iv.	$45.00 for C Carcinoembryonic antigen;
v.	$50.00 for Cancer Antigen 27.29;
vi.	$50.00 for Cancer Antigen 15-3;

O.	Sponsor will provide pembrolizumab (KEYTRUDA®, anti-PD-1) and ipilimumab (YERVOY®, anti-CTLA-4), as applicable. Ipilimumab treatment is limited to four doses. For pembrolizumab, dosing may continue until disease progression, unacceptable toxicity, and/or up to twenty-four (24) months in Study subjects without disease progression.
P.	Sponsor will provide Interferon-Alpha, BriaVax, DTH (BriaTest), Anergy tests (Candin), and cyclophosphamide Study drugs.
Q.	In the event any Protocol-required study drugs are provided by Institution through their pharmacy or other means, the cost of such shall be invoiceable by Institution and paid by Sponsor.

R. Invoicing shall be conducted no more frequently than monthly. Invoices shall be sent to Cancer Insight. In the event that such method of delivery is rendered impossible or impractical, invoices may be sent to Cancer Insight via mail to:

Cancer Insight, LLC

110 East Houston Street, Floor 7

San Antonio, Texas 78205

S. Payments will be sent no later than thirty (30) days from receipt and approval of invoices. Payments will be issued via electronic funds transfer whenever possible and under the following instructions:

Bank Name: The Bank of New York Mellon

Account Number: 0780158

Routing Number: 043000261

Emails to jan.nielsen@stjoe.org and kim.smith@stjoe.org

T. In the event that such method of payment is rendered impossible or impractical, payments will be issued via check and mailed to the address included on the associated invoice.

EXHIBIT C

ADMINISTRATIVE AND STUDY POINTS OF CONTACT

CRO Clinical Department Point of Contact:

Karen Arrington

karrington@cancerinsight.com

CRO Regulatory Department Point of Contact:

Cancer Insight Regulatory

regulatory@cancerinsight.com

CRO Administrative and Billing Department Point of Contact:

Steven White

swhite@cancerinsight.com

EXHIBIT D

INSTITUTION LETTER OF INDEMNIFICATION (LOI)/SUBJECT INJURY

INSTITUTION: St. Joseph Heritage Healthcare

TITLE OF CLINICAL TRIAL: “A Phase I/IIa Rollover Study of the Whole-Cell Vaccine BriaVax™ in Metastatic or Locally Recurrent Breast Cancer Patients in Combination with Ipilimumab or Pembrolizumab”

CRO: Cancer Insight, LLC

STUDY NUMBER: BRI-ROL-001

1)	Institution has entered into the Agreement with CRO to participate in the above sponsored Study. CRO has been engaged by BriaCell Therapeutics (the “Sponsor”) to arrange and administer this BriaCell Therapeutics sponsored multi-center clinical trial.
2)	Sponsor has delegated to CRO responsibility for the management and monitoring of this Study. Sponsor has further authorized CRO to bind Sponsor to its obligations within the Clinical Trial Agreement for this Study executed among CRO, Institution and Principal Investigator. Sponsor accepts responsibility for its obligations contained in the Agreement.
3)	Institution agrees to participate by allowing the Study to be undertaken utilizing such facilities, personnel and equipment as Institution may reasonably need for its conduct of the Study.
4)	In consideration of such participation by Institution, and subject to paragraph 5 below, the Sponsor shall defend, indemnify, and hold harmless the Institution and its medical affiliates and affiliated hospitals, and each of their trustees, officers, directors, governing bodies, subsidiaries, affiliates, investigators, employees, IRB members, agents, successors, heirs and assigns (collectively referred to as “Institution’s Indemnitees”), from and against any third party claims, loss, damage, cost and expense of claims (including reasonable attorney’s fees) and suits alleged to be caused by or arising from the Study or use of the Study Drug or Study Device under this Agreement or from the use of the Study results (“Claims”), regardless of the legal theory asserted.
5)	Sponsor shall have no obligation to provide such indemnification to the extent that such Claim is solely caused by Institution’s Indemnitee(s)’: (1) failure to adhere to and comply with all material and substantive specifications and directions set forth in the Protocol (except to the extent such deviation is reasonable to protect the rights, safety and welfare of the Study subjects); (2) failure to comply with all applicable laws and regulations in the performance of the Study; or (3) if such claim is directly caused by the negligent acts or omissions of Institution’s Indemnitees(s).
6)	Subject to the limits and without waiving any immunities provided under applicable law (including constitutional provisions, statutes and case law) regarding the status, powers and authority of the Institution or the Institution’s principal(s), Institution shall indemnify, hold harmless and defend Sponsor, its directors, officers, employees and agents, (“Sponsor’s Indemnitees”) from and against only those third-party Claims to the extent directly attributable to Institution’s negligence in its conduct of the Study. Notwithstanding the above, Institution shall have no obligation to indemnify Sponsor for any other Claims (including, but not limited to, infringement or product liability Claims).

7)	The indemnified party shall give notice to the indemnifying party promptly upon receipt of written notice of a Claim for which indemnification may be sought under this Agreement, provided, however, that failure to provide such notice shall not relieve indemnifying party of its indemnification obligations except to the extent that the indemnifying party’s ability to defend such Claim is materially, adversely affected by such failure. Indemnifying party shall not make any settlement admitting fault or incur any liability on the part of the indemnified party without indemnified party’s prior written consent, such consent not to be unreasonably withheld or delayed. The indemnified party shall cooperate with indemnifying party in all reasonable respects regarding the defense of any such Claim, at indemnifying party’s expense. The indemnified party shall be entitled to retain counsel of its choice at its own expense. In the event a Claim falls under this indemnification clause, in no event shall the indemnified party compromise, settle or otherwise admit any liability with respect to any Claim without the prior written consent of the indemnifying party, and such consent not to be unreasonably withheld or delayed.
8)	EXCEPT FOR THE PARTIES’ OBLIGATIONS TO INDEMNIFY EACH OTHER AS STATED ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.
9)	If a Study subject suffers an adverse reaction, illness, or injury which, in the reasonable judgment of Institution, was directly caused by a Study Drug or Study Device or any properly performed procedures required by the Protocol, Sponsor shall reimburse for the reasonable and necessary costs of diagnosis and treatment of any Study subject injury, including hospitalization, but only to the extent such expenses are not attributable to: (i) Principal Investigator’s, Institution’s, or Study subject’s negligence or willful misconduct; or (ii) the natural progression of an underlying or pre-existing condition or events, unless exacerbated by participating in the Study.
10)	Sponsor shall, at its sole cost and expense, procure and maintain commercial general liability insurance, clinical trial insurance and products liability insurance or equivalent self-insurance, unless otherwise indicated in an attached work order, in amounts not less than $5,000,000.00 per occurrence and $5,000,000.00 annual aggregate. Such commercial general liability insurance, clinical trial insurance and products liability insurance or equivalent self-insurance shall provide contractual liability coverage for Sponsor’s indemnification obligations herein. The minimum amounts of insurance coverage required in this paragraph shall not be construed to create a limit to Sponsor’s liability with respect to its indemnification under this LOI and the Agreement executed with the CRO for this Study.
11)	Upon written request, Sponsor will provide evidence of its insurance policy or a program of self-insurance and will provide Institution with written notice of any material change in its coverage which would affect Sponsor’s ability to meet its obligations under this Agreement. Sponsor’s inability to meet its insurance obligation constitutes material breach of this LOI and the Agreement executed with the CRO for this Study.
12)	During the Study and for at least two (2) years following the completion of the Study at all sites, Sponsor shall promptly provide Institution and Principal Investigator with the written report of any findings, including Study results and any routine monitoring findings in site monitoring reports, and data safety monitoring committee reports including, but not limited to, data and safety analyses, and any Study information that may (i) affect the safety and welfare of current or former Study subjects, (ii) affect the willingness of Study Subjects to continue their participation in the Study, (iii) influence the conduct of the Study or (iv) alter the IRB’s approval of the Study. Institution and/or Principal Investigator will communicate findings to the IRB and Study subjects, as appropriate.

13) Except as permitted in Article 10.3 in the Agreement, neither Institution nor Sponsor may use the name, trademark, logo, symbol, or other image or trade name of any other party or their employees and agents in any advertisement, promotion, or other form of publicity or news release or that in any way implies endorsement without the prior written consent of an authorized representative of the other party whose name is being used. Such approval will not be unreasonably withheld.

The authorized representatives have signed this Letter of Indemnification as set forth below.

St. Joseph Heritage Healthcare		BriaCell Therapeutics
By:		By:
Name:	John Bennett	Name:	William V. Williams
Title:	Chief Administrative Officer	Title:	President and CEO
Date:	Jan 24, 2018	Date:	1/26/2018

EXHIBIT E

PRINCIPAL INVESTIGATOR LETTER OF INDEMNIFICATION (LOI)/SUBJECT INJURY

Principal Investigator: Jarrod Holmes, M.D.

TITLE OF CLINICAL TRIAL: “A Phase I/IIa Rollover Study of the Whole-Cell Vaccine BriaVax™ in Metastatic or Locally Recurrent Breast Cancer Patients in Combination with Ipilimumab or Pembrolizumab”

CRO: Cancer Insight, LLC

STUDY NUMBER: BRI-ROL-001

1)	Principal Investigator has entered into the Agreement with CRO to participate in the above sponsored Study. CRO has been engaged by BriaCell Therapeutics (the “Sponsor”) to arrange and administer this BriaCell Therapeutics sponsored multi-center clinical trial.
2)	Sponsor has delegated to CRO responsibility for the management and monitoring of this Study. Sponsor has further authorized CRO to bind Sponsor to its obligations within the Clinical Trial Agreement for this Study executed among CRO, Institution and Principal Investigator. Sponsor accepts responsibility for its obligations contained in the Agreement.
3)	Principal Investigator agrees to participate by allowing the Study to be undertaken utilizing such facilities, personnel and equipment as Principal Investigator may reasonably need for its conduct of the Study.
4)	In consideration of such participation by Principal Investigator, and subject to paragraph 5 below, the Sponsor shall defend, indemnify, and hold harmless the Principal Investigator from and against any third party claims, loss, damage, cost and expense of claims (including reasonable attorney’s fees) and suits alleged to be caused by or arising from the Study or use of the Study Drug or Study Device under this Agreement or from the use of the Study results (“Claims”), regardless of the legal theory asserted.
5)	Sponsor shall have no obligation to provide such indemnification to the extent that such Claim is solely caused by Principal Investigator’s: (1) failure to adhere to and comply with all material and substantive specifications and directions set forth in the Protocol (except to the extent such deviation is reasonable to protect the rights, safety and welfare of the Study subjects); (2) failure to comply with all applicable laws and regulations in the performance of the Study; or (3) if such claim is directly caused by the negligent acts or omissions of the Principal Investigator.
6)	Subject to the limits and without waiving any immunities provided under applicable law (including constitutional provisions, statutes and case law) regarding the status, powers and authority of the Principal Investigator, Principal Investigator shall indemnify, hold harmless and defend Sponsor, its directors, officers, employees and agents, (“Sponsor’s Indemnitees”) from and against only those third-party Claims to the extent directly attributable to Principal Investigator’s negligence in his conduct of the Study. Notwithstanding the above, Principal Investigator shall have no obligation to indemnify Sponsor for any other Claims (including, but not limited to, infringement or product liability Claims).

7)	The indemnified party shall give notice to the indemnifying party promptly upon receipt of written notice of a Claim for which indemnification may be sought under this Agreement, provided, however, that failure to provide such notice shall not relieve indemnifying party of its indemnification obligations except to the extent that the indemnifying party’s ability to defend such Claim is materially, adversely affected by such failure. Indemnifying party shall not make any settlement admitting fault or incur any liability on the part of the indemnified party without indemnified party’s prior written consent, such consent not to be unreasonably withheld or delayed. The indemnified party shall cooperate with indemnifying party in all reasonable respects regarding the defense of any such Claim, at indemnifying party’s expense. The indemnified party shall be entitled to retain counsel of its choice at its own expense. In the event a Claim falls under this indemnification clause, in no event shall the indemnified party compromise, settle or otherwise admit any liability with respect to any Claim without the prior written consent of the indemnifying party, and such consent not to be unreasonably withheld or delayed.
8)	EXCEPT FOR THE PARTIES’ OBLIGATIONS TO INDEMNIFY EACH OTHER AS STATED ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.
9)	If a Study subject suffers an adverse reaction, illness, or injury which, in the reasonable judgment of Principal Investigator, was directly caused by a Study Drug or Study Device or any properly performed procedures required by the Protocol, Sponsor shall reimburse for the reasonable and necessary costs of diagnosis and treatment of any Study subject injury, including hospitalization, but only to the extent such expenses are not attributable to: (i) Principal Investigator’s, Institution’s, or Study subject’s negligence or willful misconduct; or (ii) the natural progression of an underlying or pre-existing condition or events, unless exacerbated by participating in the Study.
10)	Sponsor shall, at its sole cost and expense, procure and maintain commercial general liability insurance, clinical trial insurance and products liability insurance or equivalent self-insurance, unless otherwise indicated in an attached work order, in amounts not less than $5,000,000.00 per occurrence and $5,000,000.00 annual aggregate. Such commercial general liability insurance, clinical trial insurance and products liability insurance or equivalent self-insurance shall provide contractual liability coverage for Sponsor’s indemnification obligations herein. The minimum amounts of insurance coverage required in this paragraph shall not be construed to create a limit to Sponsor’s liability with respect to its indemnification under this LOI and the Clinical Trial Agreement executed with the CRO for this Study.
11)	Upon written request, Sponsor will provide evidence of its insurance policy or a program of self-insurance and will provide Principal Investigator with written notice of any material change in its coverage which would affect Sponsor’s ability to meet its obligations under this Agreement. Sponsor’s inability to meet its insurance obligation constitutes material breach of this LOI and the Agreement executed with the CRO for this Study.

12) During the Study and for at least two (2) years following the completion of the Study at all sites, Sponsor shall promptly provide Institution and Principal Investigator with the written report of any findings, including Study results and any routine monitoring findings in site monitoring reports, and data safety monitoring committee reports including, but not limited to, data and safety analyses, and any Study information that may (i) affect the safety and welfare of current or former Study subjects, (ii) affect the willingness of Study Subjects to continue their participation in the Study, (iii) influence the conduct of the Study or (iv) alter the IRB’s approval of the Study. Institution and/or Principal Investigator will communicate findings to the IRB and Study subjects, as appropriate.

13) Except as permitted in Article 10.3 in the Agreement, neither Principal Investigator nor Sponsor may use the name, trademark, logo, symbol, or other image or trade name of any other party or their employees and agents in any advertisement, promotion, or other form of publicity or news release or that in any way implies endorsement without the prior written consent of an authorized representative of the other party whose name is being used. Such approval will not be unreasonably withheld.

The authorized representatives have signed this Letter of Indemnification as set forth below.

Jarrod Holmes, M.D.		BriaCell Therapeutics
By:		By:
Name:	Jarrod Holmes, M.D.	Name:	Willam V. Williams
Title:	Principal Investigator	Title:	President and CEO
Date:	Jan 25, 2018	Date:	1/26/2018