exhibit 10. 1 binding services agreement ( the “ agreement ” ) between wilson wolf manufacturing corporation ( “ wilson wolf ” ) and marker therapeutics, inc. ( “ marker ” ) dated april 21, 2022 overview gas permeable rapid expansion technology, commonly called g - rex®, is a technology created by wilson wolf and routinely used throughout the field of cell therapy and gene - modified cell therapy for activation, transduction, expansion, and / or concentration of various cells, including t cells and natural killer cells ( the “ g - rex ” ). marker is developing clinical stage antigen specific cell therapies capable of recognizing tumor associated antigens in the absence of genetic engineering ( collectively, the “ marker therapies ” ). marker has created quality management system in compliance with title 21 parts 211, 600, and 1271 ( the “ quality management system ” ). marker utilizes a fda registered manufacturing facility that manufactures marker therapies using a gmp - compliant, linearly scalable, g - rex based t - cell manufacturing process including manufacturing pods within a warehouse type facility ( collectively, the “ gmp manufacturing process ” ) and use of a cell culture non - proprietary media formulation that has been cleared in an fda investigative new drug application ( the “ cell culture media formulation ” ). marker ’ s personnel have expertise optimization of t cell therapy manufacturing processes using g - rex ( collectively, the “ t cell therapy manufacturing expertise ” ). wilson wolf is in the business of creating products and services intended to simply and expedite the transition of cell therapies and gene - modified cell therapies ( “ cagt ” ) to mainstream society ( collectively, the “ wilson wolf mission ” ). in accordance with the “ wilson wolf mission, ” wilson wolf formed a joint venture between wilson wolf, bio - techne, and fresenius kabi to market products to the cagt community ( collectively, “ scaleready ” ). wilson wolf seeks to optimize g - rex based cell therapies that include the optimization of manufacturing t cells with chimeric antigen receptors and the optimization of manufacturing t cells engineered t cell receptors ( “ car t and tcr g - rex optimization work ” ). this agreement sets forth the terms pursuant to which wilson wolf will make a cash payment to marker in the amount of $ 8, 000, 000 upon signature as follows, allocated as follows : ( 1 ) $ 2, 000, 000 as a prepaid expense