Sponsorship Agreement (June, 2022)

1. PARTIES

1.1. The Company

1.2. Sponsor

As indicated in Appendix A.

2. PURPOSE OF AGREEMENT

This Agreement specifies:

a. the Products and Services requested by the Sponsor, which the Company agrees to deliver to or on behalf of the Sponsor, and

b. the corresponding Product/Service Charges for which the Sponsor accepts financial responsibility.

3. DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated into and deemed a part of this Agreement.

a. Standard Definitions. The current version can be found here.

b. inCytes™ License Agreement. The current version can be found here.

c. Privacy Policy. The current version can be found here.

d. Product/Service Charges and Payment Policies. The current version can be found here.

e. Appendix A hereto.

f. Any Authorized Amendments.

4. COMPANY RESPONSIBILITIES

In consideration of payment by the Sponsor of all Product/Service Charges specified in Appendix A and any Authorized Amendment, the Company shall deliver to the Sponsor and, if requested by the Sponsor, any Circle Member:

a. the specified Circle Elements and other Products and Services;

b. a non-exclusive, non-assignable License for use of inCytes™ in accordance with the terms of such License;

c. all Promotional Elements specified in Appendix A and any Authorized Amendment;

d. such scientific, technical, training and other support as are specified in Appendix A and any Authorized Amendment.

5. PAYMENT OF PRODUCT/SERVICE CHARGES

The Sponsor shall pay all Product/Service Charges incurred as a result of this Agreement.

6. DATA OWNERSHIP

6.1. Personal Information

The Company disclaims all ownership rights to and interest in any Personal Data.

6.2. Non-Personal Data

Aggregated Data generated through Circle(s) sponsored hereunder shall be owned by the Sponsor, the Company, and Circle Members as agreed by and among all of them in a separate writing (“Aggregated Data Ownership Agreement”), provided that:

a. the Company shall retain an ownership interest in all such Aggregated Data unless and to the extent it expressly agrees in writing to the contrary;

b. in the absence of an Aggregated Data Ownership Agreement no Aggregated Data shall be licensed, sold or otherwise monetized by the Company, the Sponsor or any Authorized Circle Member; and

c. notwithstanding anything in this Agreement to the contrary, any of the Sponsor, the Company and an Authorized Circle Member may utilize Aggregated Data for any non-profit purpose.

6.2. No Company Responsibility for Third Party Claims

The Company shall not be responsible for any conflicts arising between the Sponsor and any Authorized Circle Member or other party regarding ownership of or rights to data (whether protected information or other). Sponsor indemnifies the Company with respect to any costs or expenses, including legal fees, incurred by the Company as a result of any claims brought against the Company by such Authorized Circle Member or other third party based on such alleged rights to such data, unless and only to the extent such claims relate to breaches by the Company of its obligations hereunder.

7. APPENDIX A INFORMATION

Sponsor shall provide the minimum following information in Appendix A:

a. Sponsor legal name.

b. Names and contact information for Authorized Representatives.

c. Tentative name(s) of initial Circle(s).

d. Name and contact information for Circle Founder.

e. Name and contact information for Circle Administrator.

f. Sponsor Tax identification number.

g. Authorized Payment information.

8. AUTHORIZED AMENDMENTS

An Authorized Amendment will serve to amend this Agreement, including supplementing the terms of Appendix A. In the event of doubt, either Party may request further confirmation from the other party regarding any request purporting to represent an Authorized Amendment. The Sponsor shall remain responsible to pay additional Product/Service Charges resulting from Authorized Amendment hereto.

9. COMMUNICATIONS

All communications intended to have legal effect shall be sent and expressly accepted in writing by an Authorized Representative of each party, as follows:

For the Company: to ntierney@rgnmed.com.

For the Sponsor: to the Authorized Representative.

10. MISCELLANEOUS

10.1. Final Agreement

This Agreement shall be the final agreement between the Parties concerning its subject matter, shall supersede any other writings or understandings, and may not be assigned or amended except through an Authorized Amendment.

10.2. Conflict

In the event of any conflict between the inCytes™ License Agreement and this Agreement, the applicable provision(s) of the inCytes™ License Agreement shall prevail.

10.3. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, U.S.A., and both parties submit to the courts of that State for the purpose of resolving any disputes arising hereunder.

10.4. Counterparts

This Agreement may be signed in counterparts. A copy of this Agreement or of an Authorized Amendment sent to the address indicated in Notices, and acknowledged by the receiving party, shall be considered the equivalent of the original of such document.

10.5. Termination

This Agreement may be terminated by either Party for any reason upon thirty days’ notice, unless otherwise specified in the License Agreement, provided that Sponsor shall remain responsible for all Product/Service Charges outstanding through the effective date of such termination.

In the event of non-payment by the Sponsor as provided herein, or the breach of the inCytes™ License Agreement by any Authorized Circle Member, the Company may immediately terminate the License and any of the Company’s obligations hereunder.

APPENDIX A

Date:

Accepted and agreed: