Exhibit 10.26

		Proposal

Organovo

Leeloo - Stage 1.4

Manufacture and Supply of 3D BioPrinters

[*******]

Our Ref: OT17860:40790d1 ZLC:csd

Issue D

2 March 2011

		WEST\229688639.1

EXECUTIVE SUMMARY

Organovo is developing a 3D Bio-printer as part of their groundbreaking process to produce tissue engineered constructs for tissue repair and organ replacement.

Organovo created a proof of principle (POP) printer prototype that they have used to successfully demonstrate the organ-building concept. They then employed Invetech to develop a more mature Bio-printer to further demonstrate and advance the 3D Bio-printer core technology. Organovo now wish to place additional Bio-printers at partner research laboratory sites to provide them with printing capability and to enable more rapid maturation of the tissue engineering process and technology.

Organovo and Invetech have highlighted some improvements, which were identified during operation of the first Bio-printer, and will undertake these improvements in conjunction with the Invetech Biomedical Instruments and Development group (BID).

This Proposal for Stage 1.4 covers the development program to refine the Bio-printer design and the manufacture and supply of four (4) or six (6) additional Bio Printers to Organovo. It is expected that the outputs of the design activities, including any updates from Organovo, will not impact material cost or build complexity. Also included is an Establishment activity required to set up manufacturing in our ISO 9001 facility and provide the documented outputs for future manufacturing of Bio-printers.

Assuming commencement of first order on or before 7 March 2011, we anticipate completion of the first two BioPrinters by 15 July 2011, the second two BioPrinters by 12 August 2011 and the remaining two BioPrinters by 14 October 2011. The total budget for Stage 1.4 (inclusive of fees, materials, assembly and testing) is AUD [*******] for the 6 BioPrinter program or AUD [*******] for the 4 BioPrinter program.

TABLE OF CONTENTS

The system is comprised of two major components: the Bio-printer, and the control PC. The BioPrinter is designed to operate inside a BSC (bio-safety cabinet), while the control PC sits outside of the clean environment. All further references to the “Bio-printer” in this document refer to the combined PC and robotics system.

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Figure 2 – BioPrinter Robotics and Functional Sub-systems

Key issues to be addressed in stage 1.4 are:

1. Accurate alignment of design documentation with the January 2011 BioPrinter configuration and implementation of key improvements.

2. Provide effective transition from development activities into manufacturing whilst keeping to the agreed schedule

3. To provide a fast introduction of the BioPrinters to structured ISO 9001 manufacturing

During Stage 1.1, Invetech focused on the design and supply of an initial BioPrinter to allow Organovo to demonstrate the core printer technology in a more automated format.

During Stage 1.2, Invetech focused on key software improvements.

During Stage 1.3, Invetech completed some loom design improvements.

During Stage 1.4, Invetech will focus on updating the hardware design to match the BioPrinter produced in Stage 1.1 including the loom design updates from Stage 1.3. Invetech will then replicate the BioPrinters based on the updated, agreed configuration.

Further development stages will be undertaken dependant upon the progress of the BioPrinter development program and Organovo’s market strategy for the development of the system for manufacture.

Organovo has advised the possibility of Bio-printer customization based on the individual laboratory requirements of customers. Invetech will manage these changes, on a case by case basis, using the CCR (Client Change Request) system to accommodate variations in instrument configuration and expenditure.

This proposal outlines the materials and fee costs for a “base configuration” as agreed at completion of the enclosed development activities. Any deviations from this will be covered by a separate CCR for each unit and will detail the following:

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Each CCR is allocated a unique document number and is revision controlled. Invetech will respond to each CCR with an estimate of the fees and expenses required to incorporate the deviations. The final version is to be approved by Organovo prior to commencement of the proposed activities.

The objectives of this Stage 1.4 program is to provide Organovo, Inc with

* Note:    This Stage 1.4 covers BioPrinter refinement and build activities only. The development or manufacturing process followed will not be in accordance with ISO 13485 or FDA and QSR requirements.

To achieve our objective(s), Invetech will carry out the following tasks in this assignment:

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Invetech will generate the following outputs from our Stage 1.4 Program of Work:

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The following Organovo inputs will assist Invetech with the above Program of Work.

The budget allocation for design updates and manufacturing preparation activities and the supply of four (4) Bio-Printers to Organovo.

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Notes

The budget allocation for design updates and manufacturing preparation activities and the supply of six (6) Bio-Printers to Organovo.

Total cost per Bio-Printer (excluding design update activities) is AUD [*******]

Notes

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The procurement and manufacturing team is currently available to commence work now. To ensure timely delivery of the BioPrinters upon proposal authorization, it is recommended the longer lead-time items (OEM Axes, PC) purchasing is commenced as soon as possible.

Assuming receipt of Organovo’s Authorization to commence work on or before 7 March 2011, we estimate that completion of the first two BioPrinters by 15 July 2011, the next two by 12 August 2011, and the remaining two Bio-Printers by 14 October 2011. These dates are based on previous investigation by Invetech and Organovo on the difficult to source components. We have assumed procurement of these long-lead items (eg Danaher rails) do not impact the above schedule and Invetech will remain committed to meeting the expected schedule.

The estimated lead-time for future bio-printer orders is at least 26 weeks and is based on previously quoted delivery schedules for the key long lead items (eg. stepper cards, Danaher motion axes and thermo cooler).

For Stage 1.4 of the program, Invetech will invoice Organovo on the following payment schedule.

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The following table is the expected shipping schedule for the 4 BioPrinter Program

The following table is the expected shipping schedule for the 6 BioPrinter Program

a) The first scheduled payment will be invoiced on, and is payable by Organovo immediately upon, receipt of Organovo authorization and is subject to the Terms of Business appended.

b) The last invoice will only be due for payment following Organovo sign-off on Stage 1.4 completion (as defined in the mutually agreed End-of-stage Acceptance Plan), the date of sign-off on Stage completion being the Termination Date.

c) The total budget for the Program of Work defined in Section 3.1 is firm to within plus 10%. If additional effort and expense (within this plus 10% limit) is required to complete this work, then Invetech will seek your written approval prior to invoicing.

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d) If additional Budget (under Section 3.1) is required due to changes in Objectives (Section 2.1), Program of Work (Section 2.2), Outputs (Section 0) or Client Inputs (Section 2.4), then Invetech will document this in an extension Proposal. Budget (and associated invoicing) will only be increased following Organovo authorization of this extension Proposal.

e) The above budget includes allowance for materials and expenses (including but not limited to Bio-Printer, prototypes, software and hardware purchases, production aids and equipment, communication, travel and subsistence, and general disbursements) with an 18 per cent handling and profit mark-up.

f) Details of any Invetech expenditure on production tooling, production assembly aids and production testers will be mutually agreed upon with you at the appropriate time. Such decisions will be based on optimizing the balance between capital cost, part/assembly cost, lead time and aesthetic parameters, and thus Invetech cannot necessarily guarantee the 10% limit, as defined in (c) above, on these items.

g) With the exception of the first schedule payment, invoices are due for payment within 30 days of date of invoice, in accordance with the attached Terms of Business.

h) The above estimate remains valid for 45 days from the date of this document, after which time we reserve the right to revise our offer.

Please refer to APPENDIX A - SUPPORTING NOTES for additional budget, timescale and invoicing notes.

The Terms of Business applicable to this assignment, including notes on budget, timescale and invoicing, are as previously defined and agreed in Proposal OT17366, Issue E, of 5 May 2009.

To authorize the commencement of the proposed assignment, please complete, sign and return the attached “Proposal Authorization” form.

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The above invoicing schedule for Stage 1.4 will be followed on your authorization of this Proposal.

[*******] Program Manager		[*******] Director Contract Manufacturing

This Proposal has been composed specifically in response to a request from Organovo. It remains the property of Invetech Pry Ltd (ABN 45 004 301 839) until such time as a formal contract for a project is finalized. The contents may not meanwhile be disclosed by Organovo to any third party, nor may any original concepts devised by Invetech Pty Ltd (ABN 45 004 301 839) for inclusion therein be meanwhile commercially exploited by Organovo.

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PROPOSAL AUTHORIZATION FORM

[*******]

Invetech Pty Ltd

ABN 45 004 301 839

495 Blackburn Road

Mt Waverley Victoria

Australia 3149

We have read your Proposal OT17860:40790d1 ZLC:csd dated 2 March 2011 and the Terms of Business referred to in Section 4.

We hereby accept your Proposal for (please select):

We hereby authorize you to proceed with the assignment described in this Proposal, and we agree to be bound by the Terms of Business referred to in Section 4.

APPENDIX A - SUPPORTING NOTES

[*******]