COOPERATIVE RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

This AGREEMENT (“Agreement”), effective as of March 17, 2009, (“Effective Date”) is between MAXIM BIOTECH, INC., a California corporation (“Maxim”), and MULTICELL TECHNOLOGIES, INC., a Delaware Corporation (“MultiCell”).

WHEREAS, Maxim has certain technologies, and manufactures and sells reagents and reagent tool kits, related to the elucidation of gene function and their encoded proteins;

WHEREAS, MultiCell has certain technology assets related to human hepatocyte cells and human liver stem cells; and,

WHEREAS, Maxim and MultiCell desire to cooperate to jointly research and develop products related to the isolation, characterization, differentiation, and function of human hepatocyte cells and human liver stem cells.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows:

1.            Conduct of Research .  Maxim and MultiCell will conduct research in accordance with the proposal set forth in Exhibit A hereto (“Research”).  In the event of any inconsistency between this Agreement and Exhibit A thereto, the terms of this Agreement shall control.

2.            Support for the Research .  During the term of this Agreement, an annual Research Budget (“Budget”) shall be established.  Maxim and MultiCell shall discuss and agree to all proposed costs in advance of either party commencing work on the Research.  Maxim and MultiCell must obtain written approval from each other before making any change in the budgetary allocation for the Research.

3.            Reports of Research; Confidentiality .

a.           Maxim will make an Invention Disclosure Report to the MultiCell with respect to any new and useful process, machine, manufacture or composition of matter (including any chemical compound or substances, nucleic acid molecule, biological cell, or component thereof, whether derived from biological material or synthesized), as well as any and all improvements thereto, conceived of or first reduced to practice during the term of this Agreement in the performance of Research hereunder (“Invention”) reported to it by an employee of Maxim or a consultant of Maxim working in collaboration with Maxim.

b.           Maxim and MultiCell will provide semi-annual written reports to their respective Board of Directors summarizing Research activity not previously reported pursuant to Section 3(a) hereof, which shall include a Research Information Report with respect to information and materials (including any chemical compound or substances, nucleic acid molecule, biological cell, or component thereof, whether derived from biological material or synthesized) developed in the course of Research hereunder, but which does not constitute an Invention (“Research Information”).  Maxim and MultiCell with deliver to their respective Board of Directors a final report of the Research within thirty (30) days following the end of the term of this Agreement.

c.           Maxim and MultiCell, their employees and consultants will treat as confidential all Invention Disclosure Reports and Research Information Reports, as well as any other reports, information and materials furnished hereunder designated in writing as “Confidential”.  Except to the extent required by law, for the term of this Agreement and five (5) years thereafter, neither Maxim or MultiCell shall not disclose or make available any information disclosed in such Invention Disclosure Reports and Research Information Reports and other confidential reports, information, and materials to any third party without the other party’s written permission, and each party will use Inventions and Research Information only for the purpose of evaluating its interest in future research or possible commercial development of the results of Research; provided, however, that the Maxim and MultiCell may disclose such information to third party advisors or consultants under obligations of confidentiality and non-use no less strict than those contained herein.

d.           Maxim and MultiCell may, but are not obligated to, receive confidential information belonging to the other party.  Maxim and MultiCell will not disclose or make available confidential information received from the other party to third parties without the disclosing party’s prior written permission during the term of this Agreement and five (5) years thereafter.  Maxim’s and MultiCell’s obligations under this paragraph apply only to information which the disclosing party has designated in writing as “Confidential”.

e.           The obligations of confidentiality under this Section 3 do not apply to any information which: (i) was in the public domain at the time of disclosure, (ii) later became part of the public domain through no act or omission of the recipient party, its employees agents, successors, or assigns, (iii) was lawfully disclosed to the recipient party by a third party having the right to disclose it, (iv) was already known by the recipient party at the time of disclosure and recipient can so demonstrate by competent written proof or (v) is required to be disclosed to a governmental agency pursuant to such agency’s rule and regulations in order to secure regulatory approval or otherwise required to be disclosed pursuant to applicable law, regulation, or court order, provided that the recipient party shall promptly notify  the disclosing party of such disclosure requirement so that  the disclosing party may seek a protective order, should it so choose.

4.            MultiCell Option and Licenses; Indemnification; Good Laboratory Practices .

a.           Subject to any limitations imposed by law, Maxim grants MultiCell an option to obtain an exclusive license to any Invention or Research Information.  The terms and conditions of said exclusive license will be negotiated between the parties at the time the Invention or Research Information is conceived or is reduced to practice.

b.           Subject to the MultiCell's license rights described in subsection (a) of this Section 4, MultiCell shall have sole right, title, and interest to any Invention and Research Information.  Notwithstanding the foregoing, in the event Maxim and MultiCell are unable to negotiate a mutually acceptable exclusive license agreement, MultiCell shall have the right to negotiate an exclusive license agreement with a third party with respect to any Invention or Research Information on terms as good as or more favorable than those last negotiated between the parties hereto.  MultiCell shall have the right to accept such third party license for itself under the final terms negotiated with the third party.  If MultiCell does not accept said third-party license within five business days (5) days following the completion of final negotiations, MultiCell shall be required to execute said third party license.

c.           Subject to the MultiCell’s license rights described in subsection (a) or (b) of this Section 4, the MultiCell and Maxim shall have no right to use Inventions and Research Information for any purpose whatsoever, provided, however, MultiCell shall have the right to publish, present, discuss or otherwise disclose the Research Information to third parties, including , but not limited to, analysts, investors, potential investors, partners, collaborators etc., in a manner consistent with its status as Confidential Information pursuant to paragraph 3 herein.  To the extent such Research Information encompasses an Invention hereunder, MultiCell shall not publish, present, discuss or otherwise disclose said Research Information until a patent application is filed, if any, pursuant to paragraph 5 herein.

d.           MultiCell and Maxim shall indemnify, defend and hold each other harmless from and against any and all actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including attorneys’ fees) based on or arising out of its use of Inventions and Research Information, except to the extent  that a court of competent jurisdiction determines that such actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including attorneys’ fees) are due, in whole or part, to the gross negligence, recklessness or willful misconduct of either Maxim or MultiCell.  Each party shall reimburse the other party for the cost of enforcing this provision unless a court of competent jurisdiction has determined that such actions, suits, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including attorneys’ fees) were due, in whole or part, to the gross negligence, recklessness, infringement of a third party’s patent, or willful misconduct of the other party.

e.           MultiCell and Maxim acknowledge and agree that Maxim does not comply and the Research will not be conducted in accordance with the requirements of 21 CFR Part 58, Good Laboratory Practice for Nonclinical Laboratory Studies (the “GLP Regulations“).  In any submission by MultiCell to the U.S. Food and Drug Administration citing the Research, MultiCell will state that the Research was not intended to be performed in compliance with the GLP Regulations.  MultiCell will  indemnify Maxim for all costs and expenses, including reasonable attorneys’ fees, incurred in connection with any audit or inspection by the U. S. Food and Drug Administration concerning Maxim’s compliance or non-compliance with the GLP regulations in the conduct of the Research resulting from any submission by MultiCell to the U. S. Food and Drug Administration citing the Research.

5.            Patent Prosecution .

a.           Within ninety (90) days of receiving an Invention Disclosure Report under Section 3(a), the MultiCell will advise Maxim in writing whether it wishes a patent application to be made with respect to such Invention.  However, in no event shall such a patent application constitute, nor be deemed to constitute, any grant of right to MultiCell to exploit or otherwise use such Invention in the absence of the execution of a license to such Invention pursuant to Section 4(a) of this Agreement.

b.           If the MultiCell determines that it desires a patent application to be made, MultiCell, by qualified counsel selected after reasonable consultation with the Maxim and to whom the Maxim has no reasonable objection, shall prepare, file and prosecute such application in MultiCell’s name and in countries designated by MultiCell.  MultiCell shall promptly provide copies to Maxim of any proposed patent application filing and any communications from any patent office relating to any patent application made with respect to such Invention.  MultiCell shall pay reasonable expenses incurred in filing and prosecuting such patent applications, including attorneys' fees, taxes, annuities, issue fees, working fees, maintenance fees and renewal charges provided, however, that the exclusive license option granted to MultiCell pursuant to Section 4(a) of this Agreement or any license obtained pursuant to Section 4(b) of this Agreement is still in force.

c.           Both parties agree to cooperate with the other party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, and reinforcement of all such patent applications and patents.

d.           If the MultiCell does not wish to have a patent application filed or prosecution continued with respect to an Invention in a particular country or countries, Maxim may file such application or continue prosecution at its own expense, and Maxim will be free to enter into a licensing agreement for or otherwise dispose of its patent rights in such Invention for the countries for which Maxim has filed such applications or continued such prosecution at its own expense with any other person or persons on any terms.

6.            Financial Records and Reports .  MultiCell and Maxim will maintain records of its expenditures of funds received under this Agreement in accordance with its customary accounting policies and procedures and, within 120 days following the end of any calendar quarter, each party shall provide the other party with a summary of all costs incurred and expenditures made under this Agreement.  During the term of this Agreement, and for two years after the term of this Agreement, on reasonable notice and during normal business hours, either party may examine the other party’s accounting records with r