0001193125-11-347466 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement, dated as of , 2011, is made by and between TVAX Biomedical, Inc., a Delaware corporation (the “Corporation”), and (the “Indemnitee”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)

This Assignment and Assumption Agreement (this “Assignment”), is entered into as of March 9, 2006, by and between Gary W. Wood, an individual, having an address of 500 West 112th Street, Kansas City, Missouri 64114 (“Assignor”), and TVAX FOUNDERS, LLC, a Missouri limited liability company, having a principal place of business at 500 West 112th Street, Kansas City, Missouri 64114, its successors, legal representatives and assigns (hereinafter “Assignee”).

TVAX BIOMEDICAL, INC. 2011 OMNIBUS EQUITY INCENTIVE PLAN (Adopted December 12, 2011)
TVAX Biomedical, Inc. • December 20th, 2011 • Biological products, (no disgnostic substances) • Delaware
TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Michigan

THIS TECHNOLOGY TRANSFER AGREEMENT (the “Agreement”) is made and entered into this 18th day of October, 2000, by and between WAYNE STATE UNIVERSITY, a not- for-profit educational institution organized under the laws of the State of Michigan (“WSU”), and GARY W. WOOD, Ph.D., an individual (“WOOD”)

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)

This Assignment and Assumption Agreement (this “Assignment”), is entered into as of March 9, 2006, by and between TVAX FOUNDERS, LLC, a Missouri limited liability company, having an address of 500 West 112th Street, Kansas City, Missouri 64114 (“Assignor”), and TVAX BIOMEDICAL, LLC, a Missouri limited liability company, having a principal place of business at 500 West 112th Street, Kansas City, Missouri 64114, its successors, legal representatives and assigns (hereinafter “Assignee”).

FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)

THIS FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT (hereinafter “Amendment”) is made and entered into this day of February, 2006, by and between WAYNE STATE UNIVERSITY, an educational institution organized under the laws and statutes of the State of Michigan (“WSU”), and GARY W. WOOD, PH.D., an individual (“Recipient”).

TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances) • Kansas

THIS TECHNOLOGY TRANSFER AGREEMENT (this “Agreement”) is made and entered into this 30th day of June, 1999, by and between UNIVERSITY OF KANSAS MEDICAL CENTER, an educational institution organized under the laws and statutes of the State of Kansas (“KUMC”), UNIVERSITY OF KANSAS MEDICAL CENTER RESEARCH INSTITUTE, INC., a Kansas not-for-profit corporation (“RI”), and GARY W. WOOD, Ph.D., an individual (“Recipient”).

FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • December 20th, 2011 • TVAX Biomedical, Inc. • Biological products, (no disgnostic substances)

THIS FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT (hereinafter “Amendment”) is made and entered into this 16th day of February, 2006, by and between UNIVERSITY OF KANSAS MEDICAL CENTER, an educational institution organized under the laws and statutes of the State of Kansas (“KUMC”), University of Kansas Medical Center Research Institute, Inc., a Kansas not-for-profit corporation (“RI”), and GARY W. WOOD, PH.D., an individual (“Recipient”).

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