Lote 182 Item# 1028316 Citômetro Brooks Life Science Systems Celigo S

WHEREAS, Fougera possesses certain assets, as more fully described on Exhibit A, attached hereto and incorporated herein (the Equipment), and wishes to sell such Equipment to Company.

WHEREAS, Company wishes to accept the Equipment on the terms and conditions contained herein. NOW, THEREFORE, in consideration of the terms and conditions herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Company acknowledges and agrees that Fougera is providing the Equipment to Company and that the Equipment is being provided AS IS and without any warranty, express, implied or otherwise, regarding its condition or performance. Fougera, in relation to the Equipment, makes no warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

2. In no event shall Fougera, its parent companies, or affiliates be liable for any indirect, special, incidental, consequential or exemplary damages (including, but not limited to, loss of use, lost profits and lost goodwill) even if the parties are aware of such possibility.

3. Company hereby agrees to indemnify, defend and hold harmless Fougera, its parent companies, and affiliates, and their officers, directors, employees, agents and shareholders, from and against any and all demands, claims, litigation, actions or causes of action, suits, administrative proceedings, losses, liabilities, judgments, settlements, costs and expenses, including without limitation reasonable attorney fees, penalties, and compensatory, multiple, exemplary, and punitive damages (Claims), that may arise or are alleged to arise, be charged to, incurred by or recovered from Fougera, or may be awarded as a result of: (i) any loss, injury, or damage, including death of persons, and damage to or destruction of property, sustained or claimed to have been sustained by it, in connection with Company, or any of its representatives, acceptance and use of the Equipment; or (ii) any liability associated with the data obtained from use of the Equipment.

4. In consideration of Fougeras sale of the Equipment, Company fully releases and discharges the Releasees (as defined below) from any and all Claims, actions and causes of action of any kind, known or unknown, which Company may presently have or claim to have against any Releasee with respect to the Equipment. The term Releasee or Releasees shall be construed as broadly as possible and includes: Fougera and each of Fougeras former or current agents, stockholders, directors, officers, employees, divisions, subsidiaries, parent companies, successors and affiliates (and former or current agents, stockholders, directors, officers and employees of such divisions, subsidiaries, parent companies, successors and affiliates), and all other persons acting by, through, under or in concert with any of them.

5. Company agrees that its subsequent disposal of the Equipment will be handled pursuant to the manufacturers instructions and all applicable federal, state and local laws, rules and regulations.

6. This Agreement represents the entire agreement between the parties with respect to the Equipment and supersedes all prior communications, agreements, discussions and writings, whether written or oral.

7. The provisions of this Agreement are severable, and if any court of competent jurisdiction should determine any word, clause or provision to be unenforceable or void, this Agreement shall continue in full force and effect as if such unenforceable or void word, clause or provision was not herein contained, and this Agreement shall be interpreted to the fullest extent permitted by law in accordance with the intent of the parties as set forth herein.

8. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without reference to the conflict of law provisions thereof. The parties hereto further agree that any dispute, action or proceeding between the parties shall be brought in the appropriate state or federal courts of the State of New Jersey, and each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding thereof.

9. Company shall not make any public announcements concerning the transactions contemplated in this Agreement, except as may be required by law or judicial order, without the consent of Fougera. Further, Company shall not issue any press release, make any public announcement or use in advertising, publicity or otherwise the name of Fougera, its parent companies, or any of their affiliates, or any partner or employee of Fougera, its parent companies, or any of their affiliates, nor any trade name, trademark, trade device or simulation thereof owned by Fougera, its parent companies, or their affiliates, except with the prior written consent of Fougera.

10. No modification or amendment of the terms of this Agreement shall be binding unless made in writing and executed by both parties.

11. Each party represents and warrants that: (i) each has all the requisite corporate power and authority to enter into this Agreement and to agree to all of the terms and conditions hereunder; (ii) neither the execution and delivery of this Agreement, nor the acceptance by either party of the terms and conditions under this Agreement will conflict with, or result in a breach of any covenant or agreement between that party and any third party, or any applicable laws, regulations, judgments or other requirements of applicable federal, state and local authorities; and (iii) the Agreement, once executed, represents the legal, valid and binding obligation of each party.

12. This Agreement may be executed in two (2) or more counterparts by the parties, by signature of a person having authority to bind each such party, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

13. Equipment/Instruments are to only be used for legal commercial purposes. The Buyer warrants that they will inform EquipNet in writing if the equipment purchased is not being used for legal commercial purposes and in such cases will provide the description of its intended use.

IN WITNESS WHEREOF, the parties hereby execute this Waiver and Release Agreement by their duly authorized representative as of the Effective Date first above written.

FOUGERA PHARMACEUTICALS, INC.

Name: Name:

Title: Title:

EXHIBIT A

EQUIPMENT