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Client Enrollment Form and Agreement

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Page 1: Client Enrollment Form and Agreement

APP. No.:

Page 2: Client Enrollment Form and Agreement

I’m here because of you!

Thank you Stem Cells

Page 3: Client Enrollment Form and Agreement

APP. NO. ...........................................

*Client's Name

Husband's Name

Client's Date of Birth

Husband Client

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 1 of 36

*Parent or legal guardian of the child.

Page 4: Client Enrollment Form and Agreement

Signature of Client Signature of Husband

Page No. 2 of 36

APP. NO. ...........................................

Page 5: Client Enrollment Form and Agreement

Husband Client

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 3 of 36

APP. NO. ...........................................

Page 6: Client Enrollment Form and Agreement

Protect BabyProtect Mom

Protect Baby, Protect Mom

Husband's Initials Birth Mother, if not ClientClient's Initials

PROTECT BABY, PROTECT MOM

obtained from Child.

Testing, Processing and Storage of minimally manipulated cord blood and minimally expanded cord tissue

stem cells obtained from Child; Expansion up to 50 Million umbilical cord tissue derived mesenchymal stem

cells to be provided at the time of transplant; Testing, Processing, and Storage of minimally expanded menstrual

blood stem cells obtained from Client; Expansion up to 150 Million menstrual blood derived mesenchymal stem

cells to be provided at the time of transplant.

Page No. 4 of 36

Testing, processing and storage of minimally manipulated cord blood and minimally expanded cord tissue

stem cells obtained from Child. Expansion up to 50 Million umbilical cord tissue derived mesenchymal stem

cells to be provided at the time of transplant.

I wish to subscribe for New Born Genetic Testing at an additional payment of Rs. 6,000 which I agree to pay upfront.

3,250

12,500

6,250

APP. NO. ...........................................

39,500

47,000

74,900

4,000

4,000

58,000

67,000

1,14,900

4,900

9,600

19,150

Value added service

6,000New Born Genetic Testing

Optional service which can be combined with any of the above services

Page 7: Client Enrollment Form and Agreement

I/We, the undersigned (the 'Client'), on behalf of myself /ourselves and my /our unborn child (the 'Child'), engage LifeCell

International Private Limited ('LifeCell') to process, and store stem cells obtained from the umbilical cord tissue and /or

stem cells from umbilical cord blood and /or placental blood collected at birth of the Child and to test the blood of the

birth mother of the Child on the following terms (this 'Agreement').

'Collection Kit' means the kit consisting of all

necessary materials provided by LifeCell to the Client

after enrolment, for the purpose of collection of

Maternal Blood and the Specimen.

1.5

'Mesenchymal Stem Cell’ means multipotent stem

cells that can differentiate into a variety of cell types

and are characterized by expression of markers

CD90 and CD105.

LifeCell also conducts the following tests:

(a) a microbio log ica l screen on the Specimen.

(b) hematology analysis including blood grouping and

cell counting on the Specimen.

(c ) in fect ious d isease scr een ing o f the Mat erna l

Blood for Syphilis, Malaria, Hepatitis B, Hepatitis C,

HIV and Cytomegalovirus.

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 5 of 36

'Minimally Expanded stem cells' means cells that

have been obtained from ex-vivo isolation and not

subjected to further passaging.

1.9

1.10

1.11

1.12

p

‘Maternal Blood’ means peripheral blood taken from

Birth Mother of the Child, observing standard

phlebotomy procedures, before or after the birth of

the Child.

Page 8: Client Enrollment Form and Agreement

Client must select qualified personnel to collect,

prepare and label the Maternal B lood and

the Specimen for delivery to LifeCell in accordance with

the instructions given in the Collection Kit. In particular

the Client must ensure that a minimum of 40 milliliters of

cord blood and /or placental blood, 15 centimeters of

cord tissue, and 15 milliliters of Maternal Blood is

collected, since smaller Specimen's may not be suitable for

processing. The selection of qualified personnel to collect,

prepare and label the Maternal Blood and Specimen and

payment for their services is Client's sole responsibility.

The Client or the authorized representative of the Client

shall also ensure that the forms included in the Collection

Kit are duly filled up and sent to LifeCell.

3.2

It is the responsibility of the Client for delivery of the

Maternal Blood and Specimen to LifeCell's Laboratory

within 48 hours of collection of Specimen. For purposes of

convenience LifeCell has identified a courier company, who

has the required expertise in handling the same for proper

transportation. Client may choose this agency for

forwarding the Maternal Blood and Specimen to LifeCell.

The courier charges will be borne by LifeCell. The selected

courier is not an agent of LifeCell and LifeCell is not liable

for any deterioration, loss or destruction of the Maternal

Blood or Specimen prior to receipt by LifeCell at LifeCell

Laboratory.

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 6 of 36

If the client or the child consents his/her willingness to

continue the storage beyond twenty one years, the child

shall enter into a new Agreement with LifeCell as

per the then prevailing terms.

5. Terms of Agreement:

If the client signs-up for the Annual Storage Plan,

this agreement will continue for one year from the

date of birth of the Child and will automatically

renew for successive one year periods until the Child

completes the age of twenty one years. This automatic

renewal is subject to the Client making payment

of the annual storage fee on or before the due date

every year and the agreement is not terminated

under Section 19.

21-Year Storage Plan. Pursuant to the 21-year

Storage Plan, Client makes a one-time payment which

includes the processing and testing fee and storage

of the Specimen for a period of twenty one years.

Page 9: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 7 of 36

The decision to collect the Specimen and Maternal Blood,

test the Maternal Blood and process and store the

Specimen is a completely voluntary act of Client;

7. Informed Consent of Mother for Infectious DiseaseTesting.

7.1. By signing this Agreement and the Informed Consent for

Infectious Disease & HIV testing the Birth Mother grants

her consent to perform the testing on Maternal Blood.

If any test results are positive, the results will be shown to

both the mother and physician indicated in the Enrolment

Form. If the screening test is positive, another test will be

required to confirm the result. If the positive screening is

confirmed, the Birth Mother consents to the delivery of

these results to the mother's physician indicated in the

Informed Consent Form. In the event of laws requiring the

disclosure of results to any authority by LifeCell, the Birth

Mother is deemed to have given her consent.

The Specimen will initially be stored in LifeCell Laboratory in

Chennai, Tamil Nadu. LifeCell reserves the right to relocate

the Specimen to another location which is equivalent to

LifeCell's Laboratory.

If any of the tests are positive, LifeCell may decline to

continue storing the Specimen. Client shall pay the cost of

any confirmatory testing, including the cost of shipping the

Maternal Blood to another testing laboratory, with the

prior consent of the Client. LifeCell does not assume

responsibility or liability for confirmatory testing

performed by another testing laboratory.

7.2.

8.3.

Client has had the opportunity to consult Client’s own

legal counsel to review this agreement and related

forms and Client has carefully read and understood all

the terms of this agreement.

Client acknowledges that he/she has been fully informed

of, accepts and agrees to the conditions, risks, limitations,

and costs of processing, testing and storage of the

Specimen. Client assumes all risks associated with the

collection, preparation and delivery of the Specimen and

Maternal Blood to LifeCell.

9.1.

Client is aware that banking a Child's Specimen does NOT

guarantee that a stem cell transplant would be the first or

best course of treatment for any particular disease or that

a Child's own stem cell is useful for every disease treatable

by stem cell transplantation. A medical care provider

ultimately decides whether the use of the Child's Specimen

is indicated, based on the nature and progression of the

disease and the HLA matching for donor and recipient.

9.2.

There is no fee payable by the Client to LifeCell for retrieval

of Specimen. Any of blood or third party expenses, will have

to be borne by the Client.

11.1.

Page 10: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 8 of 36

The Child must be positively diagnosed from any one of the

75 hematological malignancies treatable using that stored

Specimen.

In the event of a transplant, the charges on the

The stored Specimen will be available for access or delivery thby or before the end of the 10 business day after LifeCell's

receipt of a written request from Client. However if the

Client's chosen plan also covers isolation and expansion of

stem cells at the time of retrieval, the expanded cells would

be available for access or delivery by or before the end of th90 business day after LifeCell's receipt of a written

request from Client.

11.2.

11.3. The request must be made on a request form provided by

LifeCell. This must be signed by the Client, and include

provide the name and address of the facility where the

Specimen is to be delivered and the date delivery is

requested.

If the retrieval is requested for a transplant, the request

form must be accompanied by transplant physician's

certification confirming the end-use. The stored Specimen

can only be released for use in Drug Controller General of

India and/or Indian Council of Medical Research approved

treatments or clinical trials.

11.4.

11.5.

LifeCell assures that your Child’s Specimen will be well

cared for throughout the storage term chosen by you.

LifeCell understands that there may be financial hardships

in the event your Child’s Specimen is required for a stem

cell transplant in which case LifeCell under its LifeCell

Cares Program will reimburse the Client up to ` 500,000

(Rupees Five Hundred Thousand Only) to offset treatment

related and personal family expenses, provided the

following conditions are satisfied:

LifeCell Cares Program12.

The Specimen must be retrieved for transplant and

used in an autologous manner for homologous use

(hematopoietic reconstitution) and must be administered

under the direction of a transplant physician in a medical

facility qualified and approved by competent authority

for stem cell transplantation.

12.2.

LifeCell Cares Program is valid for Clients who have signed

LifeCell's standard Agreement, and whose payments to

LifeCell for its services are continuing.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 5,00,000 (Rupees Five Hundred Thousand Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities

12.3.

The Child must be positively diagnosed with any of the 75

hematological malignancies treatable using the stored

Specimen, and must be scheduled for a stem cell

transplant.

13.1.

The Specimen is lost due to change in temperature

arising out of loss or damage to the cold storage

machinery due to operation of an insured peril i.e., fire,

lightning, explosion and implosion, aircraft damage, riot,

strike, malicious damage and terrorism, storm, tempest,

flood and inundation, impact damage, subsidence and

landslide/rockslide, bursting and/or overflowing of water

tanks, apparatus and pipes, missile testing, leakage from

automatic sprinkler installations, bush fire, earthquake

(fire and shock), and act of terrorism (Note that standard

exclusions apply).

13.2.

The claim is made by the Client during the term of

Agreement entered into with LifeCell, and is only valid

for Clients who have signed LifeCell’s standard contract

and Agreement and whose payments to LifeCell for

services are current.

13.3.

Lifecell Disaster Relief Program

While LifeCell shall ensure that the preserved Specimen

will be maintained with the utmost care, there may be

unforeseen events that may occur, which are beyond the

reasonable control of LifeCell, that may potentially

deteriorate the Specimen held in cold storage premises. In

the extremely unlikely occurrence of such event, LifeCell

offers up to ̀ 1,000,000 (Rupees One Million Only) subject

to the following conditions:

13.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 10,00,000 (Rupees One Million Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities

Page 11: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 9 of 36

Client agrees to indemnify and hold LifeCell and Client's

hospital and physicians and their respective agents,

employees, officers, directors, shareholders and affiliates

harmless from any and all claims, liabilities, demands and

causes of action asserted against them by any person

or entity, including any third party beneficiary of this Agreement.

18. Indemnity and Hold Harmless.

19. Termination of Agreement.

in the event, the entire Specimen covered under this

agreement is retrieved. However, if the client

retrieves only a portion of the Specimen the

agreement would survive and continue until the

entire Specimen has been retrieved.

17. Force Majeure:

The client agrees that LifeCell shall not be responsible for any loss,

deterioration, or destruction of all or any part of the Specimen

resulting from causes or circumstances which are beyond

LifeCell’s reasonable control and not covered under the LifeCell

Disaster Relief Program.

The Specimen thawing procedure must be a validated

procedure used by the transplant facility and the Specimen

must be administered immediately upon thawing.

14.1.

The Specimen must be collected using LifeCell's Collection

Kit or approved alternative collection technique, and must

be processed and at all times be stored by LifeCell.

14.2.

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. Such limitation of liability shall in no way

be diminished as a result of the LifeCell Cares Program.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 10,00,000 (Rupees One Million Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities

16. Limitation of liability

Page 12: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 10 of 36

22. Confidentiality;

Page 13: Client Enrollment Form and Agreement

I/We, the undersigned (the 'Client'), on behalf of myself /ourselves and my /our unborn child (the 'Child'), engage LifeCell

International Private Limited ('LifeCell') to process, and store stem cells obtained from the umbilical cord tissue and /or

stem cells from umbilical cord blood and /or placental blood collected at birth of the Child and to test the blood of the

birth mother of the Child on the following terms (this 'Agreement').

'Collection Kit' means the kit consisting of all

necessary materials provided by LifeCell to the Client

after enrolment, for the purpose of collection of

Maternal Blood and the Specimen.

1.5

'Mesenchymal Stem Cell’ means multipotent stem

cells that can differentiate into a variety of cell types

and are characterized by expression of markers

CD90 and CD105.

LifeCell also conducts the following tests:

(a) a microbio log ica l screen on the Specimen.

(b) hematology analysis including blood grouping and

cell counting on the Specimen.

(c ) in fect ious d isease scr een ing o f the Mat erna l

Blood for Syphilis, Malaria, Hepatitis B, Hepatitis C,

HIV and Cytomegalovirus.

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 11 of 36

'Minimally Expanded stem cells' means cells that

have been obtained from ex-vivo isolation and not

subjected to further passaging.

1.9

1.10

1.11

1.12

p

‘Maternal Blood’ means peripheral blood taken from

Birth Mother of the Child, observing standard

phlebotomy procedures, before or after the birth of

the Child.

Page 14: Client Enrollment Form and Agreement

Client must select qualified personnel to collect,

prepare and label the Maternal B lood and

the Specimen for delivery to LifeCell in accordance with

the instructions given in the Collection Kit. In particular

the Client must ensure that a minimum of 40 milliliters of

cord blood and /or placental blood, 15 centimeters of

cord tissue, and 15 milliliters of Maternal Blood is

collected, since smaller Specimen's may not be suitable for

processing. The selection of qualified personnel to collect,

prepare and label the Maternal Blood and Specimen and

payment for their services is Client's sole responsibility.

The Client or the authorized representative of the Client

shall also ensure that the forms included in the Collection

Kit are duly filled up and sent to LifeCell.

3.2

It is the responsibility of the Client for delivery of the

Maternal Blood and Specimen to LifeCell's Laboratory

within 48 hours of collection of Specimen. For purposes of

convenience LifeCell has identified a courier company, who

has the required expertise in handling the same for proper

transportation. Client may choose this agency for

forwarding the Maternal Blood and Specimen to LifeCell.

The courier charges will be borne by LifeCell. The selected

courier is not an agent of LifeCell and LifeCell is not liable

for any deterioration, loss or destruction of the Maternal

Blood or Specimen prior to receipt by LifeCell at LifeCell

Laboratory.

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 12 of 36

If the client or the child consents his/her willingness to

continue the storage beyond twenty one years, the child

shall enter into a new Agreement with LifeCell as

per the then prevailing terms.

5. Terms of Agreement:

21-Year Storage Plan. Pursuant to the 21-year

Storage Plan, Client makes a one-time payment which

includes the processing and testing fee and storage

of the Specimen for a period of twenty one years.

If the client signs-up for the Annual Storage Plan,

this agreement will continue for one year from the

date of birth of the Child and will automatically

renew for successive one year periods until the Child

completes the age of twenty one years. This automatic

renewal is subject to the Client making payment

of the annual storage fee on or before the due date

every year and the agreement is not terminated

under Section 19.

Page 15: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 13 of 36

The decision to collect the Specimen and Maternal Blood,

test the Maternal Blood and process and store the

Specimen is a completely voluntary act of Client;

7. Informed Consent of Mother for Infectious DiseaseTesting.

7.1. By signing this Agreement and the Informed Consent for

Infectious Disease & HIV testing the Birth Mother grants

her consent to perform the testing on Maternal Blood.

If any test results are positive, the results will be shown to

both the mother and physician indicated in the Enrolment

Form. If the screening test is positive, another test will be

required to confirm the result. If the positive screening is

confirmed, the Birth Mother consents to the delivery of

these results to the mother's physician indicated in the

Informed Consent Form. In the event of laws requiring the

disclosure of results to any authority by LifeCell, the Birth

Mother is deemed to have given her consent.

The Specimen will initially be stored in LifeCell Laboratory in

Chennai, Tamil Nadu. LifeCell reserves the right to relocate

the Specimen to another location which is equivalent to

LifeCell's Laboratory.

If any of the tests are positive, LifeCell may decline to

continue storing the Specimen. Client shall pay the cost of

any confirmatory testing, including the cost of shipping the

Maternal Blood to another testing laboratory, with the

prior consent of the Client. LifeCell does not assume

responsibility or liability for confirmatory testing

performed by another testing laboratory.

7.2.

8.3.

Client has had the opportunity to consult Client’s own

legal counsel to review this agreement and related

forms and Client has carefully read and understood all

the terms of this agreement.

Client acknowledges that he/she has been fully informed

of, accepts and agrees to the conditions, risks, limitations,

and costs of processing, testing and storage of the

Specimen. Client assumes all risks associated with the

collection, preparation and delivery of the Specimen and

Maternal Blood to LifeCell.

9.1.

Client is aware that banking a Child's Specimen does NOT

guarantee that a stem cell transplant would be the first or

best course of treatment for any particular disease or that

a Child's own stem cell is useful for every disease treatable

by stem cell transplantation. A medical care provider

ultimately decides whether the use of the Child's Specimen

is indicated, based on the nature and progression of the

disease and the HLA matching for donor and recipient.

9.2.

There is no fee payable by the Client to LifeCell for retrieval

of Specimen. Any of blood or third party expenses, will have

to be borne by the Client.

11.1.

Page 16: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 14 of 36

The Child must be positively diagnosed from any one of the

75 hematological malignancies treatable using that stored

Specimen.

In the event of a transplant, the charges on the

The stored Specimen will be available for access or delivery thby or before the end of the 10 business day after LifeCell's

receipt of a written request from Client. However if the

Client's chosen plan also covers isolation and expansion of

stem cells at the time of retrieval, the expanded cells would

be available for access or delivery by or before the end of th90 business day after LifeCell's receipt of a written

request from Client.

11.2.

11.3. The request must be made on a request form provided by

LifeCell. This must be signed by the Client, and include

provide the name and address of the facility where the

Specimen is to be delivered and the date delivery is

requested.

If the retrieval is requested for a transplant, the request

form must be accompanied by transplant physician's

certification confirming the end-use. The stored Specimen

can only be released for use in Drug Controller General of

India and/or Indian Council of Medical Research approved

treatments or clinical trials.

11.4.

11.5.

LifeCell assures that your Child’s Specimen will be well

cared for throughout the storage term chosen by you.

LifeCell understands that there may be financial hardships

in the event your Child’s Specimen is required for a stem

cell transplant in which case LifeCell under its LifeCell

Cares Program will reimburse the Client up to ` 500,000

(Rupees Five Hundred Thousand Only) to offset treatment

related and personal family expenses, provided the

following conditions are satisfied:

LifeCell Cares Program12.

The Specimen must be retrieved for transplant and

used in an autologous manner for homologous use

(hematopoietic reconstitution) and must be administered

under the direction of a transplant physician in a medical

facility qualified and approved by competent authority

for stem cell transplantation.

12.2.

LifeCell Cares Program is valid for Clients who have signed

LifeCell's standard Agreement, and whose payments to

LifeCell for its services are continuing.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 5,00,000 (Rupees Five Hundred Thousand Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities

12.3.

The Child must be positively diagnosed with any of the 75

hematological malignancies treatable using the stored

Specimen, and must be scheduled for a stem cell

transplant.

13.1.

The Specimen is lost due to change in temperature

arising out of loss or damage to the cold storage

machinery due to operation of an insured peril i.e., fire,

lightning, explosion and implosion, aircraft damage, riot,

strike, malicious damage and terrorism, storm, tempest,

flood and inundation, impact damage, subsidence and

landslide/rockslide, bursting and/or overflowing of water

tanks, apparatus and pipes, missile testing, leakage from

automatic sprinkler installations, bush fire, earthquake

(fire and shock), and act of terrorism (Note that standard

exclusions apply).

13.2.

The claim is made by the Client during the term of

Agreement entered into with LifeCell, and is only valid

for Clients who have signed LifeCell’s standard contract

and Agreement and whose payments to LifeCell for

services are current.

13.3.

Lifecell Disaster Relief Program

While LifeCell shall ensure that the preserved Specimen

will be maintained with the utmost care, there may be

unforeseen events that may occur, which are beyond the

reasonable control of LifeCell, that may potentially

deteriorate the Specimen held in cold storage premises. In

the extremely unlikely occurrence of such event, LifeCell

offers up to ̀ 1,000,000 (Rupees One Million Only) subject

to the following conditions:

13.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 10,00,000 (Rupees One Million Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities

Page 17: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 15 of 36

Client agrees to indemnify and hold LifeCell and Client's

hospital and physicians and their respective agents,

employees, officers, directors, shareholders and affiliates

harmless from any and all claims, liabilities, demands and

causes of action asserted against them by any person

or entity, including any third party beneficiary of this Agreement.

18. Indemnity and Hold Harmless.

19. Termination of Agreement.

in the event, the entire Specimen covered under this

agreement is retrieved. However, if the client

retrieves only a portion of the Specimen the

agreement would survive and continue until the

entire Specimen has been retrieved.

17. Force Majeure:

The client agrees that LifeCell shall not be responsible for any loss,

deterioration, or destruction of all or any part of the Specimen

resulting from causes or circumstances which are beyond

LifeCell’s reasonable control and not covered under the LifeCell

Disaster Relief Program.

The Specimen thawing procedure must be a validated

procedure used by the transplant facility and the Specimen

must be administered immediately upon thawing.

14.1.

The Specimen must be collected using LifeCell's Collection

Kit or approved alternative collection technique, and must

be processed and at all times be stored by LifeCell.

14.2.

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. Such limitation of liability shall in no way

be diminished as a result of the LifeCell Cares Program.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 10,00,000 (Rupees One Million Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities.

16. Limitation of liability

Page 18: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 16 of 36

22. Confidentiality;

Page 19: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 17 of 36

Page 20: Client Enrollment Form and Agreement

Husband's Initials Birth Mother, if not ClientClient's Initials

Page No. 18 of 36

Page 21: Client Enrollment Form and Agreement

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com

Client’s SignaturePresident, LifeCell International

MENSTRUAL BLOOD STEM CELL TESTING, PROCESSING, STORAGE AND

INFORMED CONSENT AGREEMENT

1. Definitions:

In this Agreement, (including the recitals above), unless thecontext otherwise requires, the following expressions shallhave the following meanings:

1.1 ‘Client’ means the woman, from whom the

menstrual blood sample has been collected

1.2 ‘Collection Kit’ means the kit consisting of all

necessary materials provided by LifeCell to the

Client after enrollment, for the purpose of collection

of menstrual blood sample.

1.3 ‘LifeCell Laboratory’ means LifeCell’s laboratory

facilities situated at No 26, Vandalur Kelambakkam

Main Road, Keelakottiyur, Chennai – 600048, or any

such other laboratory that LifeCell may designate

from time to time.

1.4

1.5 Mesenchymal Stem Cell’ means multipotent stem

cells that can differentiate into a variety of cell types

and are characterized by expression of markers

CD90 and CD105.

1.6 ‘Specimen’ means and includes stem cells obtained

from menstrual blood

2. Services of LifeCell; Testing, Processing,Preserving and Storage:

2.1. LifeCell offers its services under various options

which the Client must choose in the Enrollment Form

(Exhibit 1).

2.2. LifeCell shall obtain all statutory permissions and

licenses that might be required for providing the

services contemplated under this Agreement.

2.3.

'Minimally Expanded stem Cells' means cells

that have been obtained from ex-vivo isolation and

not subjected to further passaging.

LifeCell also conducts the following tests on the

Specimen:(a) cell counting and (b) cell proliferation assay

I, the undersigned (the ‘Client’), on behalf of myself, engage LifeCell International Private Limited (‘LifeCell’) to

process, and store stem cells obtained from the menstrual blood on the following terms (this ‘Agreement’).

This Agreement is entered into this ......................... day of ........................................., 201.................. (the ‘Enrollment Date’)

and legally binds LifeCell and the Client, including the legal heir of the client.

2.4. Upon successful enrollment, LifeCell will provide

the Client with the following:

2.4.1. A Collection Kit

2.4.2. A copy of the Agreement

2.4.3. A unique Client Relationship Management (CRM)

identification number that enables the Client to

quote for all communications with LifeCell.

3. Client Responsibilities:

3.1. On the Enrollment Date, Client must complete the

Enrollment Form (Exhibit 1), and Health History

(Exhibit 3).

3.2. Client must collect, prepare, and properly label the

Specimen, in accordance with the instructions given

in the Collection Kit. In particular the Client must

ensure that a minimum of 10 milliliters of menstrual

blood sample is collected, since smaller quantities of

menstrual blood sample may not be suitable for

processing. The Client shall also ensure that the

forms included in the Collection Kit are duly filled up

and sent to LifeCell.

3.3. It is the responsibility of the Client for delivery of the

menstrual blood sample to LifeCell’s Laboratory

within 48 hours of collection of menstrual blood

sample. For purposes of convenience LifeCell has

identified a courier company, who has the required

expertise in handling the same for proper

transportation. Client may choose this agency for

forwarding the menstrual blood sample to LifeCell.

The courier charges will be borne by LifeCell. The

selected courier is not an agent of LifeCell and

LifeCell is not liable for any deterioration, loss or

destruction of the menstrual blood sample prior to

receipt by LifeCell at LifeCell Laboratory.

3.4. Client must promptly notify LifeCell in writing of any

change in Client’s name or current mailing address

Page No. 19 of 36

Page 22: Client Enrollment Form and Agreement

4. Fees for Services:

4.1. At Enrollment Date, Client must choose either the

Annual Storage Plan or the Lifetime Storage Plan by

completing Exhibit 2.

4.1.1. Annual Storage Plan. The Annual Storage Plan

includes a processing and testing Fee and an Annual

Storage Fee.

4.1.2. Lifetime Storage Plan. Pursuant to the Lifetime

Storage Plan, Client makes a one-time payment

which includes the processing and testing Fee and

storage of the Specimen until the Client attains the

age of sixty.

4.2. All fees paid by Client to LifeCell are non-refundable.

However in the event of the Menstrual Blood being

insufficient/ unfit for processing, the processing

fees would be refunded, and in case the Specimen is

found to be unfit for storage for any reason, the

storage component of the fees would be refunded.

4.3. In the unlikely event that LifeCell elects to terminate

this Agreement under Section 16, a pro-rated

refund of the prepaid storage fees will be made by

LifeCell to the Client. Further, LifeCell guarantees

the continuity of your storage by transferring your

Specimen at its own cost to a comparable stem cell

bank facility, nominated by LifeCell at no extra

charge. If the Client elects to nominate an alternative

facility for the transfer, the Client will have to bear the

cost of transportation.

5. Terms of Agreement:

5.1 If the Client signs up for the Annual Storage Plan, this

Agreement will continue for one year after the

processing and storage of the Specimen, and will

automatically renew for successive one year periods

until Client attains the age of sixty. This automatic

renewal is subject to the Client making payment

of the annual storage fee on or before the due date

every year and the Agreement is not terminated

under Section 16.

5.2 If the Client signs up for the Lifetime Storage Plan,

this Agreement will continue until the Client attains

the age of sixty.

5.3 At least sixty days before the completion of Client

attains the age of sixty LifeCell would make

reasonable attempts to notify Client about the

scheduled expiration of Agreement. If the Client

intimates her willingness to continue the storage for

further period, the Client shall enter into a new

agreement with LifeCell, as per the then prevailing

terms.

6. Storage Terms:

The Specimen will be stored as follows:

6.1. The Specimen will initially be stored in LifeCell

Laboratory in Chennai, Tamil Nadu. LifeCell reserves

the right to relocate the Specimen to another

location which is equivalent to LifeCell’s Laboratory.

6.2. If the Specimen is relocated, LifeCell will notify Client

within sixty days after such relocation.

6.3. The Specimen will be stored so long as all fees have

been timely paid.

7. Representations and Warranties of Client:

Client represents and warrants that

7.1. Client has had the opportunity to consult Client’s own

legal counsel to review this Agreement and related

forms and Client has carefully read and understood

all the terms of this Agreement;

7.2. The decision to collect the Specimen, test and

process and store the Specimen is a completely

voluntary act of Client;

7.3. Client has discussed this Agreement with a

competent medical professional, who is not an

employee or agent of LifeCell.

7.4. Client understands and agrees that to enroll with

LifeCell the Client must be at least eighteen years

of age. By entering into this Agreement the Client

certifies and represents that she is over eighteen

years of age.

8. Assumption of risk by Client:

8.1. Client acknowledges that she has been fully

informed of, accepts and agrees to the conditions,

risks, limitations and costs of processing, testing

and storage of the Specimen.

President, LifeCell International Client’s Signature

Page No. 20 of 36

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Page 23: Client Enrollment Form and Agreement

8.2. Client assumes all risks associated with the

collection, preparation and delivery of the Specimen

to LifeCell.

8.3. Client is aware that banking the Specimen does NOT

guarantee that a stem cell transplant would be the

first or best course of treatment for any particular

disease or for every disease treatable by stem cell

transplantation. A medical care provider ultimately

decides whether the use of the Specimen is

indicated, based on the nature and progression of

the disease.

8.4. Client is aware that the Specimen is being stored for

autologous use, and that further processing of the

Specimen would be required before use.

8.5. If an unforeseen circumstance should occur,

ownership of the product will be controlled by

Client’s estate.

9. Obligations and Rights to Specimen:

9.1. Client is solely liable for all of the obligations and

responsibilities herein under and shall have all rights

of the Client, including control of the Specimen. The

exercise of any rights and control over the Specimen

will require written notice to LifeCell signed by the

Client.

9.2. Any components that remain after the Specimen is

processed and that are not being stored, will be

disposed of by LifeCell.

9.3. Upon termination of this Agreement, if the Client has

not submitted to LifeCell a request form for retrieval

of Specimen within 30 days of the date of

termination, Client shall have relinquished all rights

and waives all claims to the Specimen, and LifeCell

shall have the right at its sole discretion to utilize,

donate for research or dispose of the Specimen.

10. Retrieval of Specimen:

10.1. There is no fee payable by the Client to LifeCell for

retrieval of Specimen. Any additional expenses

relating to third party expenses, if any, will have to be

borne by the Client.

10.2. The stored Specimen will be available for access or

delivery by or before the end of the 15th business day

after LifeCell's receipt of a written request from

Client. However if the Specimen is retrieved for use

in transplantation, the expanded cells would be

available for access or delivery by or before the end

of 90th business day after LifeCell's receipt of a

written request from Client.

10.3. The request must be made on a request form

provided by LifeCell. This must be signed by the

Client, and include provide the name and address of

the facility where the Specimen is to be delivered and

the date delivery is requested.

10.4. If the retrieval is requested for a transplant, the

request form must be accompanied by transplant

physician's certification confirming the end-use. The

stored Specimen can only be released for use in

Drug Controller General of India and/or Indian

Council of Medical Research approved treatments

or clinical trials.

10.5. Free Worldwide Shipment:

In the event of a transplant, charges on account of

courier/transportation etc., to the designated

destination anywhere in the world will be borne by

LifeCell. For the purpose of convenience LifeCell has

identified a courier company who has the required

expertise in handling the same for proper

transportation. The Client may choose this agency

for transporting the stored specimen from LifeCell

laboratory. The selected courier is not an agent of

LifeCell and LifeCell is not liable for any deterioration,

loss or destruction of the specimen during

transportation to the designated destination.

11. LifeCell Disaster Relief Program

While LifeCell shall ensure that the preserved Specimen

will be maintained with the utmost care, there may be

unforeseen events that may occur, which are beyond the

reasonable control of LifeCell, that may potentially

deteriorate the Specimen held in cold storage premises.

In the extremely unlikely occurrence of such event, LifeCell

offers up to ` 1,000,000 (Rupees One Million Only)

subject to the following conditions:

The Client must be positively diagnosed with any of the

hematological malignancies treatable using the stored

Specimen, and must be scheduled for a stem cell

transplant.

11.1.

President, LifeCell International Client’s Signature

Page No. 21 of 36

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Page 24: Client Enrollment Form and Agreement

President, LifeCell International Client’s Signature

Page No. 22 of 36

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com

11.2.

11.3.

The Specimen is lost due to change in temperature

arising out of loss or damage to the cold storage

machinery due to operation of an insured peril i.e., fire,

lightning, explosion and implosion, aircraft damage,

riot, strike, malicious damage and terrorism, storm,

tempest, flood and inundation, impact damage,

subsidence and landslide/rockslide, bursting and/or

overflowing of water tanks, apparatus and pipes,

missile testing, leakage from automatic sprinkler

installations, bush fire, earthquake (fire and shock), and

act of terrorism (Note that standard exclusions apply).

The claim is made by the Client during the term of

Agreement entered into with LifeCell, and is only valid

for Clients who have signed LifeCell’s standard

contract and Agreement and whose payments to

LifeCell for services are current.

12. Disclaimers:

Client acknowledges that neither LifeCell nor any of

its officers, directors, shareholders, executives,

employees, agents or consultants have made any

representations, guarantee, warranties or

assurances, express or implied, to Client regarding

the success of the collection, transportation,

testing, processing, cryopreservation, storage

process or use of the Spec imen. C l ient

acknowledges the following express disclaimers:

12.1 LifeCell expressly disclaims any warranty or

guarantee that the Specimen will ever be of

therapeutic value or have any beneficial use.

12.2 LifeCell does not perform any medical services, give

any medical advice, or otherwise perform any

functions other than those expressly indicated;

12.3 LifeCell expressly disclaims any responsibility to

provide any other services beyond those it expressly

agrees to in this Agreement.

13. Limitation of Liability:

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.

14. Force Majeure:

15. Indemnity and Hold Harmless:

Client agrees to indemnify and hold LifeCell and Client’s

hospital and physicians and their respective agents,

employees, officers, directors, shareholders and affiliates

harmless from any and all claims, liabilities, demands and

causes of action asserted against them by any person or

entity, including any third party beneficiary of this

Agreement.

16. Termination of Agreement:

Both LifeCell and Client specifically agree that the notice

period for termination is fair and reasonable. Upon

termination of this Agreement, neither LifeCell nor Client will

have any continuing obligations, claims for any loss,

damages, expenses or liabilities to or against the other, save

in respect of any amount which remains outstanding and

payable by either party hereto.

17. Arbitration:

All disputes arising out of or relating to this Agreement will

be resolved by arbitration. Client agrees that prior to

arbitration, Client and LifeCell will attempt to resolve the

dispute through good faith negotiations. If Client and LifeCell

are unable to resolve a dispute, Client or LifeCell may initiate

arbitration by sending a notice to the other party and a

The client agrees that LifeCell shall not be responsible for any

loss, deterioration, or destruction of all or any part of the

Specimen resulting from causes or circumstances which are

beyond LifeCell’s reasonable control and not covered under the

LifeCell Disaster Relief Program.

in the event, the entire Specimen covered under this

agreement is retrieved. However, if the client

retrieves only a portion of the Specimen the

agreement would survive and continue until the

entire Specimen has been retrieved.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 10,00,000 (Rupees One Million Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities.

Page 25: Client Enrollment Form and Agreement

written demand for arbitration to the other party. The

arbitration will take place in Chennai, Tamilnadu, India. The

Arbitration would be governed by the Arbitration and

Conciliation Act, 1996. All decisions of the arbitrator shall be

final, binding, and conclusive and arbitration constitutes the

only method of resolving disputes to this Agreement. This

Section shall survive any termination or expiration of the

Agreement.

18. Governing Law, Jurisdiction and Venue:

This Agreement is governed by, construed and interpreted

in accordance with the laws of India. Subject to the

compulsory arbitration provisions of Section 18, any judicial

proceedings brought against either LifeCell or Client under

this Agreement will be brought in a competent court in

Chennai, India. LifeCell and Client consent to the exclusive

jurisdiction of the aforesaid courts and waive any objection

to venue therein and irrevocably agree to be bound by any

judgment rendered thereby in connection with this

Agreement.

19. Confidentiality; Consent to Release:

LifeCell acknowledges the confidential nature of the

information provided by Client and agrees to use its

reasonable best efforts to maintain the confidentiality of the

information except as required by law or as permitted by this

Agreement. Client hereby agrees to the release of

information to the hospital, laboratory or physician

providing the services.

20. 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 terms of this Agreement continue in full force and

effect.

21. Notice:

21.1. Any notice shall be sufficiently given if delivered in

person or sent by express mail or by registered or

certified mail, postage prepaid.

21.2. Notice to LifeCell must be delivered to LifeCell

International Private Limited, 26 Vandalur

Kelambakkam Main Road, Keelakotaiyur, Chennai –

600048.

21.3. Notice to Client will be delivered to the address set

forth after Client’s signature. Such notice will be

deemed to have been given when personally

delivered or received.

22. Entire Agreement:

This Agreement and the exhibits hereto constitute the

e n t i r e a g r e e m e n t b e t w e e n L i f e C e l l a n d t h e

Client, and supersedes any prior agreements or

understandings, oral and written.

23. Survival:

All provisions which by their terms require performance

after the termination of this Agreement will survive the

termination of this Agreement.

24. Binding Effect:

All of the obligations, terms, provisions and releases set

forth in this Agreement, shall be binding upon and inure to

the benefit of LifeCell and the Client, and their respective

heirs, personal representatives, successors, and assigns.

25. 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.

26. Headings:

The headings in this Agreement are for reference purposes

only and shall not affect the meaning or interpretation of this

Agreement.

I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT

President, LifeCell International Client’s Signature

Page No. 23 of 36

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Page 26: Client Enrollment Form and Agreement

THIS PAGE IS INTENTIONALLY LEFT BLANK

Page No. 24 of 36

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Page 27: Client Enrollment Form and Agreement

Client’s SignaturePresident, LifeCell International

MENSTRUAL BLOOD STEM CELL TESTING, PROCESSING, STORAGE AND

INFORMED CONSENT AGREEMENT

I, the undersigned (the ‘Client’), on behalf of myself, engage LifeCell International Private Limited (‘LifeCell’) to

process, and store stem cells obtained from the menstrual blood on the following terms (this ‘Agreement’).

This Agreement is entered into this ......................... day of ........................................., 201.................. (the ‘Enrollment Date’)

and legally binds LifeCell and the Client, including the legal heir of the client.

Page No. 25 of 36

CLIENT COPY

2.4. Upon successful enrollment, LifeCell will provide

the Client with the following:

2.4.1. A Collection Kit

2.4.2. A copy of the Agreement

2.4.3. A unique Client Relationship Management (CRM)

identification number that enables the Client to

quote for all communications with LifeCell.

3. Client Responsibilities:

3.1. On the Enrollment Date, Client must complete the

Enrollment Form (Exhibit 1), and Health History

(Exhibit 3).

3.2. Client must collect, prepare, and properly label the

Specimen, in accordance with the instructions given

in the Collection Kit. In particular the Client must

ensure that a minimum of 10 milliliters of menstrual

blood sample is collected, since smaller quantities of

menstrual blood sample may not be suitable for

processing. The Client shall also ensure that the

forms included in the Collection Kit are duly filled up

and sent to LifeCell.

3.3. It is the responsibility of the Client for delivery of the

menstrual blood sample to LifeCell’s Laboratory

within 48 hours of collection of menstrual blood

sample. For purposes of convenience LifeCell has

identified a courier company, who has the required

expertise in handling the same for proper

transportation. Client may choose this agency for

forwarding the menstrual blood sample to LifeCell.

The courier charges will be borne by LifeCell. The

selected courier is not an agent of LifeCell and

LifeCell is not liable for any deterioration, loss or

destruction of the menstrual blood sample prior to

receipt by LifeCell at LifeCell Laboratory.

3.4. Client must promptly notify LifeCell in writing of any

change in Client’s name or current mailing address.

1. Definitions:

In this Agreement, (including the recitals above), unless thecontext otherwise requires, the following expressions shallhave the following meanings:

1.1 ‘Client’ means the woman, from whom the

menstrual blood sample has been collected

1.2 ‘Collection Kit’ means the kit consisting of all

necessary materials provided by LifeCell to the

Client after enrollment, for the purpose of collection

of menstrual blood sample.

1.3 ‘LifeCell Laboratory’ means LifeCell’s laboratory

facilities situated at No 26, Vandalur Kelambakkam

Main Road, Keelakottiyur, Chennai – 600048, or any

such other laboratory that LifeCell may designate

from time to time.

1.4

1.5 Mesenchymal Stem Cell’ means multipotent stem

cells that can differentiate into a variety of cell types

and are characterized by expression of markers

CD90 and CD105.

1.6 ‘Specimen’ means and includes stem cells obtained

from menstrual blood

2. Services of LifeCell; Testing, Processing,Preserving and Storage:

2.1. LifeCell offers its services under various options

which the Client must choose in the Enrollment Form

(Exhibit 1).

2.2 . LifeCell shall obtain all statutory permissions and

licenses that might be required for providing the

services contemplated under this Agreement.

2.3.

'Minimally Expanded stem Cells' means cells

that have been obtained from ex-vivo isolation and

not subjected to further passaging.

LifeCell also conducts the following tests on the

specimen.(a) cell counting and (b) cell proliferation assay

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com

Page 28: Client Enrollment Form and Agreement

CLIENT COPY

President, LifeCell International Client’s Signature

Page No. 26 of 36

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com

4. Fees for Services:

4.1. At Enrollment Date, Client must choose either the

Annual Storage Plan or the Lifetime Storage Plan by

completing Exhibit 2.

4.1.1. Annual Storage Plan. The Annual Storage Plan

includes a processing and testing Fee and an Annual

Storage Fee.

4.1.2. Lifetime Storage Plan. Pursuant to the Lifetime

Storage Plan, Client makes a one-time payment

which includes the processing and testing Fee and

storage of the Specimen until the Client attains the

age of sixty.

4.2. All fees paid by Client to LifeCell are non-refundable.

However in the event of the Menstrual Blood being

insufficient/ unfit for processing, the processing

fees would be refunded, and in case the Specimen is

found to be unfit for storage for any reason, the

storage component of the fees would be refunded.

4.3. In the unlikely event that LifeCell elects to terminate

this Agreement under Section 16, a pro-rated

refund of the prepaid storage fees will be made by

LifeCell to the Client. Further, LifeCell guarantees

the continuity of your storage by transferring your

Specimen at its own cost to a comparable stem cell

bank facility, nominated by LifeCell at no extra

charge. If the Client elects to nominate an alternative

facility for the transfer, the Client will have to bear the

cost of transportation.

5. Terms of Agreement:

5.1 If the Client signs up for the Annual Storage Plan, this

Agreement will continue for one year after the

processing and storage of the Specimen, and will

automatically renew for successive one year periods

until Client attains the age of sixty. This automatic

renewal is subject to the Client making payment

of the annual storage fee on or before the due date

every year and the Agreement is not terminated

under Section 16.

5.2 If the Client signs up for the Lifetime Storage Plan,

this Agreement will continue until the Client attains

the age of sixty.

5.3 At least sixty days before the completion of Client

attains the age of sixty LifeCell would make

reasonable attempts to notify Client about the

scheduled expiration of Agreement. If the Client

intimates her willingness to continue the storage for

further period, the Client shall enter into a new

agreement with LifeCell, as per the then prevailing

terms.

6. Storage Terms:

The Specimen will be stored as follows:

6.1. The Specimen will initially be stored in LifeCell

Laboratory in Chennai, Tamil Nadu. LifeCell reserves

the right to relocate the Specimen to another

location which is equivalent to LifeCell’s Laboratory.

6.2. If the Specimen is relocated, LifeCell will notify Client

within sixty days after such relocation.

6.3. The Specimen will be stored so long as all fees have

been timely paid.

7. Representations and Warranties of Client:

Client represents and warrants that

7.1. Client has had the opportunity to consult Client’s own

legal counsel to review this Agreement and related

forms and Client has carefully read and understood

all the terms of this Agreement;

7.2. The decision to collect the Specimen, test and

process and store the Specimen is a completely

voluntary act of Client;

7.3. Client has discussed this Agreement with a

competent medical professional, who is not an

employee or agent of LifeCell.

7.4. Client understands and agrees that to enroll with

LifeCell the Client must be at least eighteen years

of age. By entering into this Agreement the Client

certifies and represents that she is over eighteen

years of age.

8. Assumption of risk by Client:

8.1. Client acknowledges that she has been fully

informed of, accepts and agrees to the conditions,

risks, limitations and costs of processing, testing

and storage of the Specimen.

Page 29: Client Enrollment Form and Agreement

CLIENT COPY

President, LifeCell International Client’s Signature

Page No. 27 of 36

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8.2. Client assumes all risks associated with the

collection, preparation and delivery of the Specimen

to LifeCell.

8.3. Client is aware that banking the Specimen does NOT

guarantee that a stem cell transplant would be the

first or best course of treatment for any particular

disease or for every disease treatable by stem cell

transplantation. A medical care provider ultimately

decides whether the use of the Specimen is

indicated, based on the nature and progression of

the disease.

8.4. Client is aware that the Specimen is being stored for

autologous use, and that further processing of the

Specimen would be required before use.

8.5. If an unforeseen circumstance should occur,

ownership of the product will be controlled by

Client’s estate.

9. Obligations and Rights to Specimen:

9.1. Client is solely liable for all of the obligations and

responsibilities herein under and shall have all rights

of the Client, including control of the Specimen. The

exercise of any rights and control over the Specimen

will require written notice to LifeCell signed by the

Client.

9.2. Any components that remain after the Specimen is

processed and that are not being stored, will be

disposed of by LifeCell.

9.3. Upon termination of this Agreement, if the Client has

not submitted to LifeCell a request form for retrieval

of Specimen within 30 days of the date of

termination, Client shall have relinquished all rights

and waives all claims to the Specimen, and LifeCell

shall have the right at its sole discretion to utilize,

donate for research or dispose of the Specimen.

10. Retrieval of Specimen:

10.1. There is no fee payable by the Client to LifeCell for

retrieval of Specimen. Any additional expenses

relating to third party expenses, if any, will have to be

borne by the Client.

10.2. The stored Specimen will be available for access or

delivery by or before the end of the 15th business day

after LifeCell's receipt of a written request from

Client. However if the Specimen is retrieved for use

in transplantation, the expanded cells would be

available for access or delivery by or before the end

of 90th business day after LifeCell's receipt of a

written request from Client.

10.3. The request must be made on a request form

provided by LifeCell. This must be signed by the

Client, and include provide the name and address of

the facility where the Specimen is to be delivered and

the date delivery is requested.

10.4. If the retrieval is requested for a transplant, the

request form must be accompanied by transplant

physician's certification confirming the end-use. The

stored Specimen can only be released for use in

Drug Controller General of India and/or Indian

Council of Medical Research approved treatments

or clinical trials.

10.5. Free Worldwide Shipment:

In the event of a transplant, charges on account of

courier/transportation etc., to the designated

destination anywhere in the world will be borne by

LifeCell. For the purpose of convenience LifeCell has

identified a courier company who has the required

expertise in handling the same for proper

transportation. The Client may choose this agency

for transporting the stored specimen from LifeCell

laboratory. The selected courier is not an agent of

LifeCell and LifeCell is not liable for any deterioration,

loss or destruction of the specimen during

transportation to the designated destination.

11. LifeCell Disaster Relief Program

While LifeCell shall ensure that the preserved Specimen

will be maintained with the utmost care, there may be

unforeseen events that may occur, which are beyond the

reasonable control of LifeCell, that may potentially

deteriorate the Specimen held in cold storage premises.

In the extremely unlikely occurrence of such event, LifeCell

offers up to ` 1,000,000 (Rupees One Million Only)

subject to the following conditions:

The Client must be positively diagnosed with any of the

hematological malignancies treatable using the stored

Specimen, and must be scheduled for a stem cell

transplant.

11.1.

Page 30: Client Enrollment Form and Agreement

President, LifeCell International Client’s Signature

Page No. 28 of 36

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com

CLIENT COPY

11.2.

11.3.

The Specimen is lost due to change in temperature

arising out of loss or damage to the cold storage

machinery due to operation of an insured peril i.e., fire,

lightning, explosion and implosion, aircraft damage,

riot, strike, malicious damage and terrorism, storm,

tempest, flood and inundation, impact damage,

subsidence and landslide/rockslide, bursting and/or

overflowing of water tanks, apparatus and pipes,

missile testing, leakage from automatic sprinkler

installations, bush fire, earthquake (fire and shock), and

act of terrorism (Note that standard exclusions apply).

The claim is made by the Client during the term of

Agreement entered into with LifeCell, and is only valid

for Clients who have signed LifeCell’s standard

contract and Agreement and whose payments to

LifeCell for services are current.

12. Disclaimers:

Client acknowledges that neither LifeCell nor any of

its officers, directors, shareholders, executives,

employees, agents or consultants have made any

representations, guarantee, warranties or

assurances, express or implied, to Client regarding

the success of the collection, transportation,

testing, processing, cryopreservation, storage

process or use of the Spec imen. C l ient

acknowledges the following express disclaimers:

12.1 LifeCell expressly disclaims any warranty or

guarantee that the Specimen will ever be of

therapeutic value or have any beneficial use.

12.2 LifeCell does not perform any medical services, give

any medical advice, or otherwise perform any

functions other than those expressly indicated;

12.3 LifeCell expressly disclaims any responsibility to

provide any other services beyond those it expressly

agrees to in this Agreement.

13. Limitation of Liability:

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.

14. Force Majeure:

15. Indemnity and Hold Harmless:

Client agrees to indemnify and hold LifeCell and Client’s

hospital and physicians and their respective agents,

employees, officers, directors, shareholders and affiliates

harmless from any and all claims, liabilities, demands and

causes of action asserted against them by any person or

entity, including any third party beneficiary of this

Agreement.

16. Termination of Agreement:

Both LifeCell and Client specifically agree that the notice

period for termination is fair and reasonable. Upon

termination of this Agreement, neither LifeCell nor Client will

have any continuing obligations, claims for any loss,

damages, expenses or liabilities to or against the other, save

in respect of any amount which remains outstanding and

payable by either party hereto.

17. Arbitration:

All disputes arising out of or relating to this Agreement will

be resolved by arbitration. Client agrees that prior to

arbitration, Client and LifeCell will attempt to resolve the

dispute through good faith negotiations. If Client and LifeCell

are unable to resolve a dispute, Client or LifeCell may initiate

arbitration by sending a notice to the other party and a

The client agrees that LifeCell shall not be responsible for any

loss, deterioration, or destruction of all or any part of the

Specimen resulting from causes or circumstances which are

beyond LifeCell’s reasonable control and not covered under the

LifeCell Disaster Relief Program.

in the event, the entire Specimen covered under this

agreement is retrieved. However, if the client

retrieves only a portion of the Specimen the

agreement would survive and continue until the

entire Specimen has been retrieved.

Upon appropriate verification of Client’s request, LifeCell

will pay ` 10,00,000 (Rupees One Million Only)

to the Client, and Client would thereby discharge and

release LifeCell from all its liabilities.

Page 31: Client Enrollment Form and Agreement

CLIENT COPY

President, LifeCell International Client’s Signature

Page No. 29 of 36

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellfemme.com

written demand for arbitration to the other party. The

arbitration will take place in Chennai, Tamilnadu, India. The

Arbitration would be governed by the Arbitration and

Conciliation Act, 1996. All decisions of the arbitrator shall be

final, binding, and conclusive and arbitration constitutes the

only method of resolving disputes to this Agreement. This

Section shall survive any termination or expiration of the

Agreement.

18. Governing Law, Jurisdiction and Venue:

This Agreement is governed by, construed and interpreted

in accordance with the laws of India. Subject to the

compulsory arbitration provisions of Section 18, any judicial

proceedings brought against either LifeCell or Client under

this Agreement will be brought in a competent court in

Chennai, India. LifeCell and Client consent to the exclusive

jurisdiction of the aforesaid courts and waive any objection

to venue therein and irrevocably agree to be bound by any

judgment rendered thereby in connection with this

Agreement.

19. Confidentiality; Consent to Release:

LifeCell acknowledges the confidential nature of the

information provided by Client and agrees to use its

reasonable best efforts to maintain the confidentiality of the

information except as required by law or as permitted by this

Agreement. Client hereby agrees to the release of

information to the hospital, laboratory or physician

providing the services.

20. 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 terms of this Agreement continue in full force and

effect.

21. Notice:

21.1. Any notice shall be sufficiently given if delivered in

person or sent by express mail or by registered or

certified mail, postage prepaid.

21.2. Notice to LifeCell must be delivered to LifeCell

International Private Limited, 26 Vandalur

Kelambakkam Main Road, Keelakotaiyur, Chennai –

600048.

21.3. Notice to Client will be delivered to the address set

forth after Client’s signature. Such notice will be

deemed to have been given when personally

delivered or received.

22. Entire Agreement:

This Agreement and the exhibits hereto constitute the

e n t i r e a g r e e m e n t b e t w e e n L i f e C e l l a n d t h e

Client, and supersedes any prior agreements or

understandings, oral and written.

23. Survival:

All provisions which by their terms require performance

after the termination of this Agreement will survive the

termination of this Agreement.

24. Binding Effect:

All of the obligations, terms, provisions and releases set

forth in this Agreement, shall be binding upon and inure to

the benefit of LifeCell and the Client, and their respective

heirs, personal representatives, successors, and assigns.

25. 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.

26. Headings:

The headings in this Agreement are for reference purposes

only and shall not affect the meaning or interpretation of this

Agreement.

I ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT

Page 32: Client Enrollment Form and Agreement

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com

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Page No. 30 of 36

Page 33: Client Enrollment Form and Agreement

Page No. 31 of 36

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com

APP. NO. ...........................................

For LifeCell use only

(Name of the center incharge)

Signature of the center incharge

Payment received by

Designation

Center

Center’s Tel. No.

: ...........................................................................

: ...........................................................................

: ...........................................................................

: 1800-103-5353

: +9196771 12233

TOLL FREE

HELPLINE

: ...........................................................................

CLIENT COPY

LifeCell International Private LimitedRegd. Office :26, Vandalur-kelambakkam Road, Keelakottaiyur, Chennai - 600 048.

TEMPORARY RECEIPT

Receipt No: .................................................. Date:

Received with thanks from Mr./Ms. ............................................................................................................................................................................................

towards enrollment vide APP...No. ...........................................................................................a sum of Rs.............................................................................

(Rupees.............................................................................................................................................................................................................................................Only)

towards Enrollment/Processing/Storage fees by way of Cash/Credit Card/*Cheque/ *DD /EFT No.

Date...................................... Drawn on......................................................................................... Branch................................................ City..................................

Plan No. : ................................................................................................

Plan Name:..........................................................................................

EDD:..........................................................................................................

*Cheque/DD Subject to realization

Note : A computer generated “Receipt” will be sent along with the Preservation certificate

For LifeCell use only For LifeCell International Private Limited

Computer Receipt No : Authorised Signatory

Page 34: Client Enrollment Form and Agreement

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com

THIS PAGE IS INTENTIONALLY LEFT BLANK

Page No. 32 of 36

Page 35: Client Enrollment Form and Agreement

Page No. 33 of 36

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com

APP. NO. ...........................................

For LifeCell use only

(Name of the center incharge)

Signature of the center incharge

Payment received by

Designation

Center

Center’s Tel. No.

: ...........................................................................

: ...........................................................................

: ...........................................................................

: 1800-103-5353

: +9196771 12233

TOLL FREE

HELPLINE

LIFECELL COPY

: ...........................................................................

LifeCell International Private LimitedRegd. Office :26, Vandalur-kelambakkam Road, Keelakottaiyur, Chennai - 600 048.

TEMPORARY RECEIPT

Receipt No: .................................................. Date:

Received with thanks from Mr./Ms. ............................................................................................................................................................................................

towards enrollment vide APP...No. ...........................................................................................a sum of Rs.............................................................................

(Rupees.............................................................................................................................................................................................................................................Only)

towards Enrollment/Processing/Storage fees by way of Cash/Credit Card/*Cheque/ *DD /EFT No.

Date...................................... Drawn on......................................................................................... Branch................................................ City..................................

Plan No. : ................................................................................................

Plan Name:..........................................................................................

EDD:..........................................................................................................

*Cheque/DD Subject to realization

Note : A computer generated “Receipt” will be sent along with the Preservation certificate

For LifeCell use only For LifeCell International Private Limited

Computer Receipt No : Authorised Signatory

Page 36: Client Enrollment Form and Agreement

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com

THIS PAGE IS INTENTIONALLY LEFT BLANK

Page No. 34 of 36

Page 37: Client Enrollment Form and Agreement

Page No. 35 of 36

CENTER COPY

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com

APP. NO. ...........................................

(Name of the center incharge)

Signature of the center incharge

: 1800-103-5353

: +9196771 12233

For LifeCell use only

HELPLINE

Payment received by

Designation

Center

Center’s Tel. No.

LifeCell International Private LimitedRegd. Office :26, Vandalur-kelambakkam Road, Keelakottaiyur, Chennai - 600 048.

TEMPORARY RECEIPT

Receipt No: .................................................. Date:

Received with thanks from Mr./Ms. ............................................................................................................................................................................................

towards enrollment vide APP...No. ...........................................................................................a sum of Rs.............................................................................

(Rupees.............................................................................................................................................................................................................................................Only)

towards Enrollment/Processing/Storage fees by way of Cash/Credit Card/*Cheque/ *DD /EFT No.

Date...................................... Drawn on......................................................................................... Branch................................................ City..................................

Plan No. : ................................................................................................

Plan Name:..........................................................................................

EDD:..........................................................................................................

*Cheque/DD Subject to realization

Note : A computer generated “Receipt” will be sent along with the Preservation certificate

For LifeCell use only For LifeCell International Private Limited

Computer Receipt No : Authorised Signatory

TOLL FREE

: ...........................................................................

: ...........................................................................

: ...........................................................................

: ...........................................................................

Page 38: Client Enrollment Form and Agreement

Page No. 36 of 36

LifeCell International Pvt. Ltd., 26, Vandalur Kelambakkam Main Road, Keelakotaiyur, Chennai - 48. | 044 4744 5353 | www.lifecellinternational.com

THIS PAGE IS INTENTIONALLY LEFT BLANK

Page 39: Client Enrollment Form and Agreement
Page 40: Client Enrollment Form and Agreement

LifeCell International Private Limited, 26, Vandalur Kelambakkam Main Road, Keelakotaiyur,

Chennai - 600 048 | Phone: +91 44 4744 5353 | email: [email protected] EF

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TOLL FREE: | HELPLINE: | SMS TO | www.lifecellinternational.com 1800-103-5353 +91 96771 12233 ‘BABYCORD’ 53456