JOINT STIPULATION AND [PROPOSED] ORDER FOR ENTRY OF FINAL JUDGMENT

EDWARD M. CHEN, District Judge.

Plaintiff AllCells, LLC ("Plaintiff" or "AllCells") and Defendants Jack Zhai ("Dr. Zhai"), James Lee ("Mr. Lee"), and Cepheus Biosciences, Inc. ("Cepheus") (collectively, "Defendants") entered into a confidential settlement agreement ("the Agreement") to resolve this Action, and as a condition of the Agreement, AllCells and Defendants (together, "the Parties") jointly stipulate to the following:

1. Entry of a permanent injunction against Defendants identical in scope as the limited preliminary injunction granted in part by the Court on March 28, 2017 (D.I. 104).

2. Entry of a final monetary judgment in the amount of $1 million dollars (the "Settlement Judgement"). The Settlement Judgement shall be entered only against Cepheus and not Dr. Zhai nor Mr. Lee, and which AllCells may only attempt to enforce against Cepheus' insurance carrier, State Farm General Insurance Co. ("State Farm") according to the terms of the confidential Agreement.

3. Subject to the terms set forth in the confidential Agreement, assignment to AllCells of all rights, claims, and causes of action under Cepheus' insurance policy (No. 97-CR-P068-2) issued by the State Farm, whose representative Benita Selo was present at the Settlement Conference on April 17, 2017 before Chief Magistrate Judge Spero and who did not object to the assignment or stipulated judgment.

5. The Parties shall each bear their own attorneys' fees, costs and expenses in connection with this Action.

6. The Court retains jurisdiction to enforce the terms of the Agreement and the stipulated Final Judgment.

Exhibit A is a proposed Final Judgment and Dismissal.

[PROPOSED] ORDER FOR ENTRY OF FINAL JUDGMENT PURSUANT TO STIPULATION OF THE PARTIES

The Court, having considered the Joint Stipulation of the Parties, requesting Entry of Final Judgment, HEREBY ORDERS AS FOLLOWS:

1. This Court has jurisdiction over the parties and the subject matter of this action, and venue is proper in this Court.

2. In accordance with the Joint Stipulation of the Parties and this Order, the Clerk of the Court is hereby directed to enter the Final Judgment attached as Exhibit A.

3. The Final Judgement is binding upon the Parties, their agents, and others acting in concert with them, and the Parties each waive their right to appeal the Final Judgement.

4. This Court retains jurisdiction to enforce this Order, the stipulated Final Judgment, and the Settlement Agreement between the Parties.

Exhibit A

[PROPOSED] FINAL JUDGMENT

WHEREAS, Plaintiff AllCells, LLC ("AllCells") and Defendants Jack Zhai ("Dr. Zhai"), James Lee ("Mr. Lee"), and Cepheus Biosciences, Inc. ("Cepheus") (collectively "Defendants") entered into a confidential settlement agreement (the "Agreement") to resolve this Action;

WHEREAS, AllCells and Defendants (together, "the Parties") each consent to personal jurisdiction in the Northern District of California for purposes of enforcing the Agreement and this Final Judgment; and

WHEREAS, pursuant to stipulation of the Parties, the Court has issued an Order for Entry of Final Judgment.

Accordingly, it is hereby ORDERED, ADJUDGED, and DECREED that:

1. The Court has jurisdiction over the Parties and the subject matter of this Action, and venue is proper in this Court.

2. Defendants, their agents, and others acting in concert with them, are hereby permanently enjoined from disclosing or using: (1) AllCells' Standard Operating Procedures or protocols ("SOPs"); (2) AllCells' slide deck entitled "2013 AllCells Q3 Business Meeting"; and (3) AllCells' information about customer needs/preferences, key contacts within a customer-company, pricing, and sales forecasts/projections. The permanent injunction is identical in scope to the preliminary injunction set forth in the Court's March 28, 2017 Order (D.I. 104), such that Defendants are not barred from soliciting customers of AllCells or otherwise using publicly-available information and their general knowledge and experience acquired in former employment.

3. AllCells is awarded a final monetary judgment in the amount of $1 million dollars (the "Settlement Judgement"). The Settlement Judgement is entered only against Cepheus and not against Dr. Zhai or Mr. Lee, and shall only be enforced against Cepheus' insurance carrier, State Farm, according to the terms and conditions of the Agreement.

4. All the remaining claims asserted by AllCells in this Action against Dr. Zhai and Mr. Lee are dismissed with prejudice.

5. The Parties shall each bear their own attorneys' fees, costs and expenses in connection with this Action.

6. The Court retains jurisdiction to enforce the terms of the Agreement and this Final Judgment.