Dr. Ruka Canada
Dr. Ruka
                
               The
CMVS' Non-Disclosure Agreement

THIS AGREEMENT is effective this                                                  day  of                                               2016,

BETWEEN:

                       THE CAMBRIDGE CENTER FOR MEDICAL & VETERINARY SCIENCES INC.,
                              
a Corporation incorporated pursuant to the Federal Laws of Canada,
                              (hereinafter "
CMVS")

AND

                              .............................................................................................................................
                                                                       
Print or type your / Institution name
(
hereinafter "CONFIDANT")


WHEREAS CMVS and CONFIDANT each possess certain valuable, proprietary, technical and - or
economic information including, by way of example and limitation, financial statements, balance sheets,
income statements, marketing plans, sales (services) projections, the names and background of
investors or individuals involved in programs in the field of human/veterinary medicine, surgery and
tissue/organ transplantation generally (but not limited to) and, more specifically, such information related
to each Party's present operations (said "Information") or attached, as the Parties hereby may agree, a
schedule specifically detailing that information which is being given and on which confidentiality is
expected;

AND WHEREAS each Party is desirous of acquiring said Information of the other Party for the sole
purpose of evaluating a possible strategic alliance between
CMVS and CONFIDANT (said "Purpose").

NOW THEREFORE in consideration of these premises and the following numbered conditions, each Party
is willing to disclose to the other Party certain of said Information sufficient in the opinion of the disclosing
Party to enable the Parties to carry out said Purpose:

   1. For
AN UNLIMITED PERIOD OF TIME FROM THE EFFECTIVE DATE OF THIS AGREEMENT, or such
       shorter period of time as the Parties hereby may agree, each Party receiving said Information (the
       "Receiving Party") from the other Party (the "Disclosing Party") shall utilize said Information of the
       Disclosing Party only for said Purpose and to disclose said Information of the Disclosing Party to
       any third party in whole or in part, except as may be authorized in writing by the Disclosing Party.

   2. Permission is hereby given by each Disclosing Party for the disclosure of said Information only to
       the legal and financial advisors which have a clear understanding of the confidential nature of
       said Information and agree to be bound under the same obligation to maintain its confidentiality
       as set forth hereunder and to restrict the use thereof solely for said Purpose. In addition, without
       the prior written consent of the other Party, each Party will not, and will direct its representatives,
       not to, disclose to any person either the fact that discussions or negotiations are taking place
       concerning a possible transaction between the parties or any of the terms, conditions, or other
       facts with respect to any such possible transactions including the status thereof.

   3. As used in this Agreement, "Information" shall not include information which:
       (i)       is already in the Receiving Party's possession, provided such Information is not known by
                  the Receiving Party to be subject to another confidentiality agreement with or other
                  obligation of secrecy to the Disclosing Party, or

       (ii)      becomes generally available to the public other than as a result of a disclosure by the
                  Receiving Party or its advisors, or

       (iii)     becomes available to the Receiving Party on a non-confidential basis from a source other
                  than the Disclosing Party or its officers, employers, agents or advisors,  provided that such
                  source is not known by the Receiving Party to be bound by a Confidentiality Agreement with
                  or other obligation of secrecy to the Disclosing Party or another party;

    4. Each Party acknowledges that said Information of the Disclosing Party is and shall remain the
        property of the Disclosing Party and upon request shall be returned promptly to the Disclosing
        Party together with all reproductions thereof in any form.

   5. Each Receiving Party recognizes the sensitive nature of said information transferred to the
       Receiving Party pursuant to this agreement and that damages would be difficult to ascertain in
       the event of a breach. Therefore, the Receiving Party hereby agrees that the Disclosing Party shall
       have the right to injunctive relief in the event of a breach of this Agreement by the Receiving Party.

   6. This Agreement shall reflect the entire Agreement between the Parties with respect to the subject
       matter hereof and shall supersede any prior agreements or understandings whether oral or in
       writing with respect thereto. This Agreement will be governed and constructed in accordance with
       the laws of the Province of Ontario Applicable to Agreements made and to be performed within
       such Province.

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their respective
duly authorized and empowered Representatives as of the effective date set forth above.


FOR:                                                                                       FOR:

THE CAMBRIDGE CENTER FOR MEDICAL                       CONFIDANT: .....................................................................
& VETERINARY SCIENCES INC. (CMVS)                                                         Print or type your / Institution name


REPRESENTED BY:                                                                REPRESENTED BY:

Miroslaw P. Ruka, D.V.M., Ph.D.                                            .....................................................................................
                                                                                                                           Print or type your name

POSITION HELD:       President                                            POSITION HELD:
                                                                                                .....................................................................................





...........................................................................                             .....................................................................................
              Signature                                                                                                         Signature







WITNESS: .......................................................                              WITNESS: .................................................................
                          Signature                                                                                            Signature                   
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Sciences Inc. (CMVS)
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