AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

1. Responsibilities of Aastrom.

1.1 Project Management. Aastrom shall be responsible for overall project management relating to the development of the Product.

1.2 Specifications. Aastrom shall collaborate with Company and the Other Design Contractors on completing the design work for the Product. With assistance from Company as more fully described in Section 2 below, Aastrom shall develop the final specifications and functional requirements for the Product, including applicable test criteria (the "Specifications"). It shall be solely Aastrom's responsibility to assure that the Specifications are safe and effective and to make the decision that the Specifications are complete. Upon completion of the Specifications, Aastrom shall promptly provide Company with a copy of the Specifications, and if the parties mutually agree, the Specifications shall be attached as Exhibit C hereto. Prior to completion of the Specifications, the parties shall use the preliminary design specifications referenced on Exhibit C.

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