License Agreement, dated as of June 5, 2018, by and between the Registrant and Oxford BioMedica (UK) Ltd

Axovant Sciences, Inc., a company organized under the laws of the State of Delaware, Axovant Sciences America, Inc., a company organized under the laws of the State of Delaware, Axovant Treasury Holdings, Inc., a company organized under the laws of the State of Delaware, Axovant Treasury, Inc., a company organized under the laws of the State of Delaware, and Axovant Sciences Ltd.;

but in each case only for so long as such control exists; and in this context, “control”, and with correlative meanings, “controlled by” and “under common control with”, shall have the meaning of Control set out in Clause 1.1(gg) (Control).

in each case, to the extent Controlled by BioMedica as of the Effective Date or during the Term, but excluding the BioMedica TRiP Patents and BioMedica TRiP Know-How (subject to Clause 2.2(a) (TRiP and WPRE Option)) and the WPRE Patent (subject to Clause 2.2(a) (TRiP and WPRE Option)).

authorisation or market authorisation prior to use in a Clinical Trial or prior to release for sale and placing on the market. The detailed duties of the qualified person for medicinal products for human use are set out in Article 51 of EU Directive 2001/83/EC and for medicinal products for veterinary use are set out in Article 55 of EU Directive 2001/82/EC.

except to the extent that the therapeutic effect of such product is the increased production of dopamine.

who are acting in concert, in each case other than Roivant, owns, directly or indirectly, shares representing more than [***] of the voting power of Axovant Sciences Ltd.;

(aa) “Clinical Supply Agreement” shall have the meaning set out in Clause 7.1(b) (Manufacture and Supply of Product).

(dd) “Commercially Reasonable Efforts” shall mean, with respect to the Licensee’s obligations under this Agreement with respect to a Product, the use of such efforts and employment of such resources:

product, the nature and extent of market exclusivity, including patent coverage and regulatory data protection, price and reimbursement status, and all relevant factors;

Commercially Reasonable Efforts shall be determined on a market-by-market basis, and it is anticipated that the level of effort will change over time, reflecting changes in the status of the product and the markets involved.

(ee) “Commercial Supply Agreement” shall have the meaning set out in Clause 7.1(b) (Manufacture and Supply of Product).

(ff) “Control” or “Controlled” shall mean with respect to any Know-How or other intellectual property right, the possession (whether directly or indirectly and whether by ownership or license, other than pursuant to this Agreement) by a Party of the right to grant to the other Party access or a license as provided herein under such Know-How or other intellectual property right without violating the terms of any agreement or other arrangements with any Third Party or misappropriating the proprietary or trade secret information of a Third Party.

(gg) “Control” for the purposes of Clause 1.1(c) (Affiliates) and Clause 2.5 (Non- Compete) shall mean ownership of [***] or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or [***] or more of the equity interest in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby the person or entity controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity. In the case of entities organised under the laws of certain countries, the maximum percentage ownership permitted by law for a foreign investor may be less than [***], and in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management and policies of such entity.

(hh) “Confidential Information” shall mean all information of a confidential or proprietary nature which is disclosed directly or indirectly by one Party (the “Disclosing Party”) or its Affiliates, to the other Party (the “Receiving Party”) or its Affiliates at any time during the Term, without regard to the form or manner in which such information is disclosed or obtained (including information disclosed orally or in documentary or electronic form or by way of model, or obtained by observation), and without limiting the foregoing, in addition shall include:

(ii) “Cover” shall mean, with respect to a claim of a Patent and a Product, that such claim would be infringed, absent a license, by the manufacture, use, keeping, offer for sale, sale or importation of such Product in such country (and for the purposes of this definition, any pending claim of a patent application shall be deemed to be issued and in-force having claims in the form in which they are then pending).

(kk) “Dollars” shall mean United States dollars and “$” shall be interpreted accordingly.

(ll) “Diligence Milestones” shall have the meaning set out in Clause 6.6 (Diligence Milestones).

(oo) “Exclusivity Period” shall have the meaning set out in Clause 2.6(c)(i) (BioMedica Reserved Product).

(pp) “Existing Inventory” shall have the meaning set out in Clause 7.2 (Manufacture and Supply of Product).

(qq) “FDA” shall mean the United States Food and Drug Administration, or any successor thereto.

(rr) “Fees” shall have the meaning set out in Clause 5.5(a) (Process Development Service Costs).

(ss) “Field” shall mean all uses, including the treatment, prevention and diagnosis of any and all human and animal diseases, disorders and conditions.

(tt) “First Commercial Sale” shall mean, with respect to a Product, the first sale to a Third Party of such Product in a given regulatory jurisdiction after Regulatory Approval has been obtained in such jurisdiction for such Product.

(uu) “Fiscal Quarter” means each of the following three (3)-month periods during each Fiscal Year: January 1 through March 31; April 1 through June 30; July 1 through September 30; and October 1 through December 31; provided, that the first Fiscal Quarter shall commence on the Effective Date and end on June 30, 2018.

(vv) “Fiscal Year” means with respect to the Licensee, the twelve (12)-month period from April 1 through March 31 provided, that the Licensee may change its Fiscal Year on [***] prior written notice to BioMedica and BioMedica shall, in such instance, make such appropriate adjustments to the reporting and other payment terms under this Agreement to accommodate such change.

(ww) “FTE” shall mean the equivalent of the work of a full-time employee of BioMedica for a [***] period.

(aaa) “Group Reorganisation” means any arrangement (by scheme of arrangement, share exchange, or otherwise) under which the shares in Axovant Sciences Ltd. are acquired by a new body corporate in terms that the shareholders of the body corporate and their respective shareholdings and percentage equity interests in that new body corporate after that acquisition are the same or substantially the same as they were immediately prior to that acquisition.

(bbb) “IND” shall mean an investigational new drug application or equivalent application filed with a Regulatory Authority in a given country, which application is required to commence human clinical trials in such country.

(ccc) “Indemnified Party” shall have the meaning set out in Clause 14.4 (Indemnification Procedure).

(ddd) “Indemnifying Party” shall have the meaning set out in Clause 14.4 (Indemnification Procedure).

(eee) “Insolvency Event” in relation to a Party or entity shall mean any of the following events:

(fff) “Inventions” means all inventions, whether or not patentable, that are discovered, made, conceived, or conceived and reduced to practice in the course of activities contemplated by this Agreement other than in the course of the Process Development Services.

(ggg) “Joint Inventions” shall have the meaning set out in Clause 11.1(a) (Ownership).

(jjj) “Lender Agent” shall have the meaning set out in Clause 16.1 (Term Loan Agreement).

(kkk) “Licensed Know-How” shall have the meaning set forth in Clause 1.1(k) (BioMedica IP).

(lll) “Licensed Patents” shall have the meaning set forth in Clause 1.1(k) (BioMedica IP).

(mmm) “Licensee Competing Product” shall mean any viral vector gene therapy product (other than the Product) for intraputamental delivery of transgenes:

(nnn) “Licensee Indemnitees” shall have the meaning set forth in Clause 14.3 (BioMedica Indemnification).

(ooo) “Loan Agreement” shall have the meaning set out in Clause 16.1 (Term Loan Agreement).

(ppp) “Major Markets” shall mean the United States, United Kingdom, Germany, France, Italy, Spain, and Japan.

(qqq) “Manufacture” shall mean all activities related to the production, manufacture, processing, filling, finishing, packaging, labelling, inspection, receiving, holding and shipping of the Products, or any constituents or packaging materials with respect thereto, or any intermediate of any of the foregoing, including process and cost optimization, process qualification and validation, release, testing, quality assurance and quality control. When used as a verb, “Manufacture” shall mean to engage in Manufacturing.

(rrr) “Market Penetration” shall mean, with respect to a Product and one or more Alternative Product(s) sold in any given country, the number of units of all Alternative Product(s) sold in such country during any period of three (3)

consecutive Calendar Quarters, expressed as a percentage of the total number of units of such Product sold in such country during the [***] Calendar Quarters immediately preceding the launch of any Alternative Product(s) in such country, in each case as reported by the IQVIA script data or, in the absence of available IQVIA script data, according to an alternative source generally utilised in the pharmaceutical industry as agreed by the Parties.

in each case, which a reasonable Third Party would consider to be sufficient to cease all further development and/or commercialisation of the Product.

(ttt) “Net Receipts” shall mean [***]:

[***].

(vvv) “Oaktree” shall have the meaning set out in Clause 16.1 (Term Loan Agreement).

(www) “Ongoing Clinical Trials” shall have the meaning set out in Clause 4.1 (Transfer of Know-How and Ongoing Clinical Trials).

(yyy) “OXB-102” shall mean the product that is the subject of the OXB-102 Clinical Trial.

(zzz) “OXB-102 Clinical Trial” shall mean clinical study numbered, as of the Effective Date, OXB-102-01 with study title “A Phase I/II Safety and Dose Evaluation Study of OXB-102 in Patients with Bilateral Idiopathic Parkinson’s Disease”.

(aaaa) “OXB Project Personnel” shall have the meaning set out in Clause 6.2 (Engagement of BioMedica in Clinical Trials).

(bbbb) “Oxford BioMedica plc” shall mean the public limited company formed under the laws of England and Wales.

(i) a trial that would satisfy the requirements for a Phase 1 study as defined in 21 C.F.R. § 312.21(a) or (ii) a Phase 1 study as defined in the ICH E8 Guideline (or, in either case, any amended or successor regulation or guideline).

(i)    a trial that would satisfy the requirements for a Phase 2 study as defined in 21 C.F.R. § 312.21(b) or (ii) a Phase 2 study as defined in the ICH E8 Guideline (or, in either case, any amended or successor regulation or guideline).

(ii)    other guidance or minutes issued by the FDA for such registration trial or equivalent in another country.

(kkkk) “Plasmids” means the plasmids required for Good Manufacturing Practice Manufacture of Products.

(llll) “Pricing and Reimbursement Approval” means, with respect to a Product in a particular country or region, the approval, agreement, determination or decision of at least one applicable decision making body establishing the price or level of reimbursement for such Product.

(mmmm) “Process Development Project Team” shall have the meaning set out in Clause 3.3 (Process Development Project Team).

(nnnn) “Process Development Services” has the meaning set out in Clause 5.1(a) (Process Development Services).

(oooo) “Process Development Results” shall mean all results, data, information and inventions (and all intellectual property rights in the same) first identified, developed, generated or created in the course of performance of the Process Development Services.

statutory person (whether autonomous or not) of any government of any country having jurisdiction over any of the Parties or the development, Manufacture, sale, or use of medicinal products, including, where applicable, the EMA, FDA, or any similar health regulatory authority in any country.

(xxxx) “Regulatory Approval” shall mean, with respect to Products in a particular country or region, all approvals from the applicable Regulatory Authorities necessary and sufficient for the marketing and sale of a Product in such country or region.

(yyyy) “Regulatory Exclusivity” shall mean any exclusive marketing rights or data exclusivity rights conferred by any Regulatory Authority with respect to a Product other than Patents, including rights conferred in the U.S. under the Hatch- Waxman Act or the FDA Modernization Act of 1997, under national implementations of Article 10 of Directive 2001/83/EC or rights similar thereto in any other jurisdiction.

Reports).

(ccccc) “Scientific Advisory Board” shall have the meaning set out in Clause 3.6 (Scientific Advisory Board).

(fffff) “Start Date” shall have the meaning set out in Clause 2.6(b) (BioMedica Reserved Product).

goods and services, transfer, value added, sales, use, stamp, documentary, and withholding taxes, and all customs and import duties, together with all interest, penalties, and additions thereto imposed with respect to such amounts, in each case whether disputed or not.

(iiiii) “Third Party” shall mean any entity other than BioMedica or the Licensee or an Affiliate of BioMedica or the Licensee.

How and Ongoing Clinical Trials).

(lllll) “TRiP Option” shall have the meaning set out in Clause 2.2(a) (TRiP and WPRE Option).

(mmmmm) “TRiP System” shall mean the heterologous translation control system described in PCT/GB2014/053813 for repressing translation of one or more nucleotides of interest.

(rrrrr) “WPRE Option” shall have the meaning set out in Clause 2.2(a) (TRiP and WPRE Option).

(sssss) “WPRE Patent” shall mean any patent that claims priority to International Application Number PCT/US1998/019441.

Notwithstanding anything in this Agreement to the contrary, BioMedica retains a worldwide, non-exclusive, sub-licensable (including through one or multiple tiers) right under the BioMedica IP:

knowledge and experience necessary to assist the Clinical Project Team, to attend Clinical Project Team meetings, subject to (i) approval of the other Party (not to be unreasonably withheld, conditioned, or delayed) and (ii) such representatives and consultants being bound by confidentiality obligations at least as stringent as those in this Agreement.

The Process Development Project Team shall, subject to Clause 3.5 (Limits), be responsible for:

Notwithstanding any provision to the contrary, neither the Clinical Project Team nor the Process Development Project Team shall have any power to make any decisions, amend or modify the provisions of this Agreement or any Work Package, or to waive compliance with this Agreement and each Party shall retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers or discretion shall be delegated to or vested in the Clinical Project Team or the Process Development Project Team.

The Licensee shall establish a scientific advisory committee (the “Scientific Advisory Board”) to provide advice regarding the clinical and scientific aspects of the development of the

Product. The Licensee shall invite up to two (2) appropriately qualified individuals nominated by BioMedica to take part in each meeting of the Scientific Advisory Board. BioMedica shall use reasonable efforts to ensure that such individuals are reasonably available for participation in such Scientific Advisory Board.

The costs incurred by each Party in connection with attendance at meetings of the Clinical Project Team, Process Development Project Team and Scientific Advisory Board shall be borne solely by such Party.

reasonably useful for the research, development, use, sale, import, or export of the Products in the Field, including all clinical study reports (including the final clinical study report), results and other data in each case related to the Ongoing Clinical Trials;

The Parties shall, promptly after the Effective Date, enter into such safety data exchange agreements as appropriate to cover the exchange of safety data relating to the Product and the Ongoing Clinical Trials.

such invoices shall be itemized and include a reasonably detailed description of the work actually performed, and the Licensee shall pay such invoices within [***] after the date of any such invoice.

hereby assigns and transfers to the Licensee all of its right, title and interest in and to the Product-Specific Process Development Results. BioMedica shall take, and shall cause its employees and contractors to take, all further acts reasonably required to evidence such assignment and transfer to the Licensee, at the Licensee’s reasonable expense. The Licensee may, at its expense, to prepare, file, prosecute and maintain any patent applications and patents claiming the Product-Specific Process Development Results provided that such patent applications do not include any BioMedica IP.

comparison to the description of activities agreed to be completed under the applicable Work Package. To the extent that the amount of the Work Packages and the cost of procuring one clinical batch of Product that is Manufactured using the manufacturing process developed pursuant to such Work Packages exceed such [***] credit, BioMedica shall be responsible for such costs and expenses and shall not invoice the Licensee for such amounts. Notwithstanding the foregoing, BioMedica shall issue invoices to the Licensee for all Plasmids used by BioMedica in the course of Manufacture of the Product, and the Licensee shall pay such invoices within [***] after receipt of such invoice.

(1) year after the Effective Date and (B) the period of time determined by the Clinical Project Team; provided, that the Licensee may cease utilising the services of any OXB Project Personnel who fail to meet the Licensee’s reasonable performance standards, as the Licensee applies to its own employees, consultants, and contractors. Such FTEs shall be made up of the time commitment set out in Schedule 2 by the individuals described in Schedule 2, which individuals have the relevant background knowledge and experience relating to the Products and the Ongoing Clinical Trials. The OXB Project Personnel shall transfer such Licensed Know-How as is in their possession to the Licensee in the course of conducting the Transfer Plan. If any of the OXB Project Personnel are unable or unwilling to continue as OXB Project Personnel or terminates his or her employment relationship with BioMedica, BioMedica shall promptly notify the Licensee in writing, and shall use reasonable efforts to find a suitable replacement to serve as OXB Project Personnel, such replacement subject to the Licensee’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

Following completion of the transfer of the Ongoing Clinical Trials pursuant to Clause 4.1 (Transfer of Know-How and Ongoing Clinical Trials), the Licensee shall have sole discretion (subject to the provisions of this Agreement), control and responsibility, at the Licensee's sole

cost, to draft, prepare, submit and file, all INDs, BLAs, MAAs and other regulatory documents, dossiers and filings (collectively, the “Regulatory Filings”) with respect to the Products. All such Regulatory Filings shall be in the name of, and be owned solely by, the Licensee. BioMedica shall provide the Licensee, in a reasonably timely manner, but subject to the Licensee reimbursing BioMedica for all internal costs (at the FTE Rate) and out-of-pocket costs incurred by BioMedica in connection therewith, with such assistance as may be reasonably requested by the Licensee for the Licensee’s preparation of those portions of each Regulatory Filing and responses to requests from Regulatory Authorities that are specifically related to Manufacture of the Products, including provision of Licensed Know-How necessary for inclusion in such Regulatory Filings.

(b)    negotiating with applicable Regulatory Authorities regarding the price and reimbursement status of Products; (c) marketing and promotion; (d) booking sales and distribution and performance of related services; (e) handling all aspects of order processing, invoicing and collection, inventory and receivables;

(f) providing customer support, including handling medical queries, and performing other related functions; and (g) conforming its practices and procedures to Applicable Laws relating to the marketing, detailing and promotion of Products in the Field. As between the Parties, the Licensee shall bear all of its costs and expenses incurred in connection with such commercialization activities.

(b) At least [***] before First Commercial Sale, the Licensee shall provide to BioMedica an initial plan of launch and marketing activities for the Major Markets with respect to the Product. Promptly after each anniversary of the Effective Date, the Licensee shall provide to BioMedica an update of such plan, together with a high-level summary of the commercialisation activities conducted by the Licensee in the past [***]. The Parties acknowledge that such statements shall be used by BioMedica in the assessment of the performance by the Licensee of its diligence obligations under this Agreement and may be disclosed by BioMedica to any Third Party to whom BioMedica has reporting obligations with respect to the Product, in each case under written obligations of confidentiality and non-use at least as stringent as those herein.

Without regard to whether or not the Licensee achieves the Diligence Milestones, the Licensee shall use Commercially Reasonable Efforts to:

Notwithstanding the generality of Clause 6.5 (Diligence), the Licensee shall or shall procure that its Affiliates or a Sublicensee shall:

If the Licensee fails to achieve a Diligence Milestone set forth in Clause 6.6 (Diligence Milestones), then the Licensee shall pay to BioMedica (within [***] after receipt of an invoice from BioMedica) the amounts set forth in Clauses 6.7(a)–(c) (Failure to Meet Diligence Milestones). Upon receipt of such payment, BioMedica shall not be permitted to declare a material breach of Clause 6.6 (Diligence Milestones) for the Licensee’s failure to achieve such Diligence Milestone (provided for clarity that this clause shall not limit or exclude any right or remedy of BioMedica for breach of Clause 6.5 (Diligence)).

provided, that Licensee shall not be required to pay any of the foregoing amounts of the Licensee’s failure to achieve a diligence milestone is directly attributable to a failure of BioMedica to supply the Licensee with Product.

The Parties shall negotiate in good faith to enter into a trademark agreement under which BioMedica shall grant a licence under certain trademarks Controlled by BioMedica that are related to the Products. The Licensee may brand Products using trademarks, logos, and trade names it determines appropriate for such Products, which may vary by region or within a region (the “Product Marks”); provided, that the Licensee shall display and use (and shall procure that its Affiliates and Sublicensees display and use) trademarks of BioMedica included in the trademark agreement in relation to the Product in accordance with Applicable Law and as agreed in the trademark agreement. The Licensee shall own all rights in the Product Marks (other than those licensed from BioMedica under the trademark agreement) and shall register and maintain the Product Marks that it determines reasonably necessary, at the Licensee’s cost and expense.

Qualified Person for use in Clinical Trials at its sole cost and expense. The Licensee shall reimburse BioMedica, within [***] after issue of invoices raised by BioMedica, for all costs incurred by BioMedica after the Effective Date in connection with stability studies of the Existing Inventory (or stability studies of such replacement Product provided by BioMedica) and quality control testing necessary for the release of the Existing Inventory by the BioMedica Qualified Person.

its Sublicensee or contractor. Following such request, BioMedica shall (1) provide to the Licensee a transfer of all Know-How Controlled by BioMedica that is necessary or reasonably useful to enable the Manufacture of Product by the Licensee and has not otherwise already been transferred under this Agreement, (2) provide to the Licensee a transfer of (i) twenty (20) vials of the master cell bank and twenty (20) vials of the working cell bank, in each case for the production of OXB-102 from the serum-free suspension process; provided that if the technology transfer occurs before payment of the milestone for confirmation of OXB-102 titer from the serum-free suspension process, BioMedica shall also provide to the Licensee sufficient vials of the master cell bank and working cell bank negotiated in good faith, in each case from the serum-containing cell factory process, and (ii) any other tangible materials necessary or reasonably useful to enable the Manufacture of Product by the Licensee and has not otherwise already been transferred under this Agreement, and (3) make BioMedica’s personnel available on a reasonable basis to support and consult with the Licensee with respect to such Manufacture, in each case in accordance with this Clause 7.3 (Technology Transfer) and pursuant to a technology transfer plan and budget agreed to by the Parties in good faith, which will set out the responsibilities of each of the Parties with respect to such technology transfer. In addition:

The Licensee shall not sublicense its rights to Manufacture the Products except to a Third Party in compliance with the provisions of this Clause 7.3 (Technology Transfer).

In partial consideration of the rights granted by BioMedica to the Licensee hereunder, within ten (10) days after receipt of an invoice issued by BioMedica on or promptly after the Effective Date, the Licensee shall pay to BioMedica Thirty Million Dollars ($30,000,000).

The Licensee shall promptly (no later than [***] thereafter) notify BioMedica in writing upon first achievement of each of the milestone events set out below, in relation to a Product, by the Licensee, its Affiliate or any Sublicensee. After receipt of such notification from the Licensee, BioMedica shall issue to the Licensee an invoice for the appropriate milestone payment set out below in connection with such milestone event.

Each milestone payment set forth in this Clause 8.2 (Development and Regulatory Milestone Payments) is payable one time only, regardless of the number of times the corresponding event is achieved by one or more of the same or different Products. In no event will the total amounts payable by the Licensee to BioMedica under this Clause 8.2 (Development and Regulatory Milestone Payments) exceed [***].

The Licensee shall notify BioMedica in writing upon first achievement of the following Annual Net Sales in the Royalty Report for the period during which such Annual Net Sales were achieved. After receipt of such notification from the Licensee, BioMedica shall issue to the Licensee an invoice for the appropriate milestone payment set out below in connection with such Annual Net Sales event:

Each milestone payment is payable one time only, regardless of the number of times the corresponding event is achieved by one or more of the same or different Products. In no event will the total amounts payable by the Licensee to BioMedica under this Clause 8.3 (Commercial Milestone Payments) exceed [***].

For the purposes of the above: Annual Net Sales shall be measured from the beginning of each Fiscal Year, and the royalty rates set forth above shall be re- set at the beginning of each Fiscal Year.

Alternative Product achieves Market Penetration of at least [***] in such country, then the royalties due in respect of the Net Sales of such Product in such country shall thereafter be reduced to [***] of the amount that would otherwise have been due in respect of such Net Sales.

The Licensee shall promptly (no later than [***] thereafter) notify BioMedica in writing upon receipt of any Net Receipts. After receipt of such notification from the Licensee, BioMedica shall issue to the Licensee an invoice for an amount equal to [***] of the Net Receipts. The Licensee shall pay such invoice within [***] after receipt of such invoice.

In the event that (i) pursuant to Clause 2.1(c) (Grant of License; Right of Reference), the term “Product” is amended to have the meaning of “Backup Product”; and (ii) the Licensee is issued a Paediatric Priority Review Voucher; and (iii) the Licensee or its Affiliates transfers such Paediatric Priority Review Voucher to any Third Party, then the Licensee shall promptly (no later than [***] thereafter) notify BioMedica in writing upon receipt of any Paediatric Priority Review Voucher Receipts. After receipt of such notification from the Licensee, BioMedica shall issue to the Licensee an invoice for an amount equal to [***] of the Paediatric Priority Review Voucher Receipts. The Licensee shall pay such invoices within [***] after receipt of such invoice.

BioMedica shall be solely responsible for all payments, if any, due with respect to the Products pursuant to any agreement BioMedica has in place with a Third Party as of the Effective Date.

The Licensee shall make the payments referred to in Clause 8.2 (Development and Regulatory Milestone Payments), Clause 8.3 (Commercial Milestone Payments), and Clause 8.5 (Net Receipts), and Clause 8.6 (Paediatric Priority Review Voucher) within [***] after receipt of an invoice from BioMedica, provided that each milestone payment shall be due only once.

Each Party and its Affiliates shall keep, at their normal place of business, accurate and up-to-date records and books of account in sufficient detail for the determination of amounts payable by the Licensee under this Agreement. Such books and records shall be retained by each Party and its Affiliates for three (3) years following the Fiscal Year to which they pertain, in the case of the Licensee, or the Calendar Year to which they pertain, in the case of BioMedica, and shall be maintained in accordance with applicable Accounting Standards.

Licensee). In addition, (A) if such underpaid amount is in excess of [***] of the amount that actually should have been paid by the Licensee under this Agreement for any applicable Fiscal Year, then the Licensee shall reimburse BioMedica for the reasonable cost of such audit; or (B) if such overpaid amount is in excess of [***] of the amount that actually should have been paid by the Licensee under this Agreement for any applicable Fiscal Year, then BioMedica shall reimburse the Licensee for the reasonable cost of such audit.

Licensed Patents at BioMedica’s cost. The Licensee shall not take any such actions in connection with any Licensed Patents without the prior written consent of BioMedica. BioMedica shall consult with the Licensee with respect to the filing and prosecution of the Product-Specific Patents. The Product-Specific Patents as of the Effective Date are set forth in Part 2 of Schedule 1, which BioMedica shall update from time to time, but at least annually on the anniversary of the Effective Date. BioMedica shall provide the Licensee with drafts of any proposed filings with respect to the Product-Specific Patents to allow the Licensee to review and comment before such filings are due. The Licensee may provide comments on such of those documents to be submitted to any patent office, within [***] after receiving the same from BioMedica. BioMedica shall update the Licensee and keep the Licensee reasonably informed on the prosecution status of all Product-Specific Patents.

(i)    the Licensee shall keep BioMedica reasonably informed regarding the progress of any litigation and settlement discussion with any alleged infringer,

(ii)    the Licensee shall copy BioMedica on all documents and correspondence other than routine procedural documents and correspondences, (iii) BioMedica shall have the right to provide ongoing comments on documents prior to submission and advice regarding its position and interests in such action, which advice and comments will be considered in good faith by the Licensee, and (iv) the Licensee shall not enter into any settlement, consent judgment or other voluntary disposition of any such action without the consent of BioMedica, such consent not to be unreasonably withheld or delayed. If the Licensee elects to pursue such action, BioMedica may be represented in such action by attorneys of its own choice at its own expense. Upon the Licensee’s request, BioMedica shall timely commence or join in any such litigation to establish standing and cooperate with the Licensee in such litigation; provided that, if BioMedica is so involuntarily joined in any such proceedings, the Licensee shall be responsible for costs and expenses reasonably

advice and comments will be considered in good faith by the Licensee, and (iv) the Licensee shall not enter into any settlement, consent judgment or other voluntary disposition of any such action without the consent of BioMedica, such consent not to be unreasonably withheld or delayed. If the Licensee elects to pursue such action, BioMedica may be represented in such action by attorneys of its own choice at its own expense. Upon the Licensee’s request, BioMedica shall timely join in any such litigation to establish standing and cooperate with the Licensee in such litigation; provided that, if BioMedica is so involuntarily joined in any such proceedings, the Licensee shall be responsible for costs and expenses reasonably incurred by BioMedica in connection with such proceedings.

Each Party shall notify the other Party promptly in writing of any claim of, or action for, infringement of any Patents owned or controlled by a Third Party which is threatened, made or brought against either Party by reason of either Party’s performance of its obligations under this Agreement. At the request of either Party in receipt of such claim or action, the Parties shall consider whether to enter into a common interest agreement wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and if the Parties agree to do so, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action. Each Party may represent itself in any litigation to which it is a party, at its own expense, unless otherwise agreed upon by the Parties or as otherwise set forth in this Agreement.

Notwithstanding Clause 12.2 (Representatives), each Receiving Party shall:

The Receiving Party may permit access to the Confidential Information of the Disclosing Party only to those of its Affiliates, directors, officers, employees, consultants and permitted sublicensees (or Sublicensees, in the case of the Licensee) who:

The Receiving Party shall ensure that all those who have access to the Confidential Information of the Disclosing Party by or on behalf of the Receiving Party comply with the provisions of this Clause 12 (Confidentiality). Notwithstanding any other provision of this Agreement, the Receiving Party shall be liable to the Disclosing Party for any acts or omissions of any such person, that would, if effected by the Receiving Party, constitute a breach of this Clause 12 (Confidentiality).

The Receiving Party’s obligations under Clause 12.1 (Duty of Confidence) shall not apply to any Confidential Information of the Disclosing Party that the Receiving Party can prove by means of reasonable written evidence:

except that the above exceptions do not extend to circumstances where the Confidential Information is specific, does not fall within the above exceptions, and is embraced by more general information which does fall within the above exceptions.

The Receiving Party will not be in breach of its obligations under this Agreement to the extent that it is required to disclose Confidential Information of the Disclosing Party by Applicable Law, including the rules of any recognized stock exchange, provided that, before making such a disclosure, the Receiving Party shall, to the extent it is legally permitted to do so:

Any information disclosed pursuant to this Clause 12.4 (Required Disclosures) that receives confidential treatment from the Third Party to whom it was disclosed (e.g., portions redacted from a material agreement filed with a securities exchange governmental authority) shall remain Confidential Information and subject to the restrictions set forth in this Agreement, including the foregoing provisions of this Clause12.4 (Required Disclosures).

In addition to disclosures allowed under Clause 12.4 (Required Disclosures):

BioMedica under this Agreement to the extent required and for the specific purpose of enabling BioMedica to comply with its contractual royalty reporting obligations to any such licensor or assignor of intellectual property rights to BioMedica; provided that, any such disclosure is made only under obligations of confidence and non-use at least as stringent as set out in this Agreement.

in each case under written obligations of confidentiality and non-use at least as stringent as those herein (and with respect to potential and actual investors and financial partners only, except for the period of confidentiality, which shall be consistent with industry standards).

At the Disclosing Party’s written request on expiration or termination of this Agreement, the Receiving Party shall:

The Receiving Party may, however, keep one copy of the Confidential Information of the Disclosing Party in its legal files solely for the purpose of enabling it to comply with the provisions of this Agreement, and the Receiving Party shall not be required to remove such Confidential Information of the Disclosing Party from its back-up or archive electronic records including its electronic laboratory notebook and laboratory information management systems.

Neither Party shall make, nor permit any of its representatives to make, any public announcement, whether oral or written, concerning this Agreement or make any use of the name, symbol, trade mark, trade name or logo of the other Party or its Affiliates without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that (a) notwithstanding any other provision of this Agreement each Party shall be permitted to make an announcement in the agreed form set out in Schedule 8 and otherwise repeat the information contained therein (or contained in any previous announcement consented to by the other Party), and (b) each Party shall be permitted to make required disclosures pursuant to Section 12.4 (Required Disclosures), and in each case such activities shall not constitute a breach of this Agreement.

The Licensee may freely publish and give presentations on its development and commercialization of the Products subject to the remainder of this Clause 12.8 (Publications). BioMedica may only publish or give presentations with respect to any Product to the extent identified in Part 4 of Schedule 1 or with the Licensee’s prior written consent, to be given in the Licensee’s sole discretion, provided that this Clause 12.8 (Publications) shall not prevent BioMedica from publishing or giving presentations in respect of information which has already been published or otherwise disclosed publicly. In the case of publication by the Licensee, or an approved publication by BioMedica, the following procedures shall apply: The non-publishing party may review and comment on any material proposed for disclosure or publication by the publishing party with respect to a Product, whether by oral presentation, manuscript, or abstract. The publishing party shall deliver a complete copy of the material to the non-publishing party at least [***] prior to submitting such material to a publisher or initiating any other disclosure. The non-publishing party shall review any such material and give its comments to the publishing party within [***] of the receipt of such material. The publishing party shall comply with the non-publishing party’s request to delete references to its Confidential Information in any such material and shall delay any submission for publication or other public disclosure for a period of up to an additional [***] for the purpose of preparing and filing appropriate patent applications.

As of the Effective Date, the terms of this Clause 12 (Confidentiality) shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the Parties (or their Affiliates) relating to the subject of this Agreement, including the CDA. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty, or other provision except as expressly provided in this Agreement.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. EACH OF THE PARTIES ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, IT DOES NOT DO SO IN RELIANCE ON ANY REPRESENTATION, WARRANTY, OR OTHER PROVISION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

Where a Party (the “Indemnified Party”) seeks indemnification from the other Party (the “Indemnifying Party”) under this Clause 14.4 (Indemnification Procedure):

Each Indemnified Party will take and will ensure that its Affiliates take all such reasonable steps and action as are necessary or as the Indemnifying Party may reasonably require in order to mitigate any losses, liabilities, damages, legal costs and other expenses (or potential losses,

liabilities, damages, costs and expenses) in connection with indemnified Claims. Nothing in this Agreement shall or shall be deemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.

Each Party shall obtain and maintain such types and amounts of insurance including self-insurance as is normal and customary for it to cover its indemnification obligations under this Agreement, and will upon request by the other Party, provide such other Party with a certificate of insurance in that regard, along with any amendments and revisions thereto.

This Agreement shall commence as of the Effective Date and, unless sooner terminated as provided hereunder, shall expire on a country-by-country basis upon the expiration of the Royalty Term with respect to such country (the “Term”). Upon expiration of this Agreement pursuant to this Clause 15.1 (Term), the licenses granted by BioMedica to the Licensee under Clause 2.1 (Grant of Licence; Right of Reference) shall become fully paid-up, royalty-free, and irrevocable.

the Parties shall seek to resolve such disagreement pursuant to Clause 16.15 (Dispute Resolution; Arbitration).

connection with such transfer to BioMedica, and (2) grant BioMedica a “Right of Reference” as that term is defined in 21 C.F.R. § 314.3(b) (or any other similar provision under Applicable Law outside the US) to all Regulatory Filings and Regulatory Approvals held by the Licensee or its Affiliates or Sublicensees that are necessary for BioMedica’s research, development, manufacture, use, sale, import and export of the Products but that do not solely and specifically relate to the Product;

A Party’s right of termination under this Agreement, and the exercise of any such right, shall be without prejudice to any other right or remedy (including any right to claim damages) that such Party may have in the event of a breach of contract or other default by the other Party.

Neither Party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party and which circumstances are not reasonably foreseeable. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and use its reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance as expeditiously as possible as soon as such causes have been removed.

Each Party shall perform its obligations under this Agreement in accordance with all Applicable Laws. No Party shall, or shall be required to, undertake any activity under or in connection with this Agreement which violates, or which it reasonably believes, in good faith, may violate, any Applicable Law.

Each Party agrees, without the necessity of any further consideration, to execute, acknowledge, and deliver such further instruments, and do all further similar acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Any notice to be given under this Agreement must be in writing, and be delivered to the other Party by courier or other recorded delivery post (with an advance copy by email) and will be deemed to be received on the date of delivery. Until changed by notice given in accordance with this Clause 16.5 (Notice and Other Communications), all notices should be addressed as follows:

unreasonably withheld or delayed), except that either Party may assign this Agreement, including all its rights and obligations under this Agreement, without the consent of the other Party, to (i) an Affiliate, or (ii) an entity acquiring all or substantially all of the assets or business of the assigning Party to which this Agreement relates (other than by way of acquisition of Control of a Party or its Affiliates, which for clarity, does not require an assignment of this Agreement), provided that, in all cases:

Notwithstanding the foregoing sentence, either Party may grant or permit any lien to any person or entity in connection with a financing for the Licensee or its Affiliates from time to time, together with an assignment if legally required under such lien, provided that the Licensee is not relieved of any of its obligations hereunder.

The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they shall not be construed as conferring any rights to any Third Party except as otherwise expressly provided in Clause 14 (Liability, Indemnification and Insurance). Except as expressly provided in Clause 14 (Liability, Indemnification and Insurance), no person who is not a Party to this Agreement nor any Affiliate of the Licensee, shall have the right to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.

This Agreement constitutes the entire agreements between the Parties relating to its subject matter and in relation to such subject matter supersedes all earlier understandings and agreements between the Parties.

Nothing in this Agreement creates, implies or evidences any contract of employment or any partnership or joint venture between the Parties, or authorises either Party to act as agent for the other. Moreover, each Party agrees not to construe this Agreement, or any of the transactions contemplated hereby, as a partnership for any tax purposes. Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give any Party the power or authority to act for, bind, or commit the other.

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law or to insist upon compliance with any term or condition of this Agreement will constitute a waiver of that (or any other) right or remedy or excuse a similar subsequent failure to perform any such term or condition by the other Party. No waiver shall be effective unless it has been given in writing and signed by the Party giving such waiver. No single or partial exercise of such

right or remedy will preclude or restrict the further exercise of that (or any other) right or remedy.

If the whole or any part of any provision of this Agreement is unenforceable in any jurisdiction, then this Agreement shall be construed as if such provision were not contained herein and the remainder of this Agreement shall continue in full force and effect. The Parties shall use reasonable efforts to substitute for the invalid or unenforceable provision a valid and enforceable provision which conforms as nearly as possible to the original intent of the Parties.Thevalidity and enforceability of that provision in any other jurisdiction will not be affected.

This Agreement may be executed in any number of counterparts, each of which is an original but all of which together will constitute one document.

This Agreement and any dispute arising out of or relating to this Agreement is governed by and construed in accordance with English law, independent of any choice of law principles that may otherwise apply.

Any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Agreement, or the performance by either Party of its obligations under this Agreement (a “Dispute”), shall be referred initially to the Senior Officers for resolution. The Party alleging a Dispute shall provide written notice specifying the claimed particulars of such Dispute to the Senior Officers of the other Party. The Party receiving such notice shall provide a written response within [***] of receipt. If the Senior Officers are unable to resolve the Dispute within [***] of the original notice, then the Dispute, whether before or after termination of this Agreement, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause 16.15 (Dispute Resolution; Arbitration). The number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. Each Party shall nominate one (1) arbitrator. The Parties shall request that the LCIA appoints the third arbitrator as the presiding arbitrator. When appointing arbitrators, the Parties and the LCIA will seek to appoint arbitrators whose availability enables compliance with the timetable set out in this Clause 16.15 (Dispute Resolution; Arbitration). Given the expedited nature of the arbitration, the arbitral tribunal shall have the authority to order limited production of documents relevant and material to the issues in dispute, upon the showing by either party of a justifiable need for such document(s). Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The Parties each agree that they shall take all possible steps to: (a) comply with the timetable set out in this Clause 16.15 (Dispute Resolution; Arbitration); (b) assist the Tribunal in complying with the timetable set out in this Clause16.15 (Dispute Resolution; Arbitration); and (c) convene the final hearing as soon as possible. The final award shall be made by the arbitral tribunal within

[***] from the appointment of the presiding arbitrator, unless the arbitral tribunal concludes that the interest of justice requires that such limit be extended by a reasonable amount of time. The arbitration award shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction thereof. Subject to the right of the tribunal to order otherwise, the prevailing party shall be entitled to recover its reasonable costs, including administrative fees and expenses, arbitrators’ fees and expenses, and fees and expenses of legal representation, incurred in the arbitration proceedings. Notwithstanding the foregoing, the Parties agree that if the tribunal determines that the Licensee was in material breach of its diligence obligations under Clause 6.5 (Diligence) at the date on which a dispute was referred to arbitration but that the Licensee cured such breach before the tribunal hands down the final award, the tribunal will order the Licensee to pay BioMedica's reasonable costs, including administrative fees and expenses, arbitrators’ fees and expenses, and fees and expenses of legal representation, incurred in the arbitration proceedings.

Nothing contained in this Agreement shall prevent either Party from seeking interim or provisional relief from a court of competent jurisdiction, including a preliminary injunction or other interim measures either prior to or during any arbitration, if necessary to protect the interests of such Party or to preserve the status quo. Such an action may be filed and maintained notwithstanding any ongoing discussions between the Parties, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of any right under this Agreement.

No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.

Each Party may perform some or all of its obligations under this Agreement through its Affiliates and may exercise some or all of its rights under this Agreement through its Affiliates; provided, that each Party shall remain responsible and be the guarantor of the performance by its Affiliates and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance or exercise. Each Party shall prohibit all of its Affiliates from taking any action that such Party is prohibited from taking under this Agreement as if such Affiliates were parties to this Agreement.

This Agreement has been entered into on the date shown on the first page.

This Agreement has been entered into on the date shown on the first page.

This Work Package (the “Work Package”) is made on [●] (“Work Package Effective Date”) BETWEEN

BACKGROUND

BioMedica and the Licensee have entered into a Licence Agreement dated June 5, 2018 (the “Agreement”) under which they agreed to perform certain activities on the terms of that Agreement. Unless otherwise defined in this Work Package, capitalized terms used in this Work Package shall have the meaning given to them in the Agreement.

We, Oxford BioMedica (UK) Limited (the “Company”) HEREBY GIVE NOTICE that by a first fixed charge contained in a mortgage debenture (the “Debenture”) dated 29 June 2017 and made between the Company and Cortland Capital Market Services LLC (the “Administrative Agent”) the Company charged to the Administrative Agent all of its present and future right, title and interest in and to the licence agreement effective June 5, 2018 made between Oxford BioMedica (UK) Limited and Axovant Sciences GmbH (the “Agreement”), including, but not limited to, the right to demand and receive all moneys whatsoever payable to or for the benefit of the Company under or arising from the Agreement, all remedies provided for in the Agreement or available at law or in equity in relation to the Agreement, the right to compel performance of the Agreement and all other rights, interests and benefits whatsoever accruing to or for the benefit of the Company arising from the Agreement.

All moneys payable by you to the Company pursuant to the Agreement shall be paid to the Company’s account as set out in the Agreement unless and until you receive notice from the Administrative Agent to the contrary informing you that an Event of Default, as defined in the Debenture, has occurred, in which event you should make all future payments as directed by the Administrative Agent.

Notwithstanding the charge referred to above or the making of any payment by you to the Administrative Agent pursuant to it, the Company shall remain liable under the Agreement to perform all the obligations assumed by it under the Agreement and neither the Administrative Agent nor any receiver nor any delegate appointed by the Administrative Agent or any such receiver shall be at any time under any obligation or liability to you under or in respect of the Agreement. The Company shall also remain entitled to exercise all its rights, powers and discretions under the Agreement and you should continue to give notices under the Agreement to the Company in each case unless and until you receive notice from the Administrative Agent to the contrary informing you that an Event of Default has occurred, when all such rights, powers and discretions shall be exercisable by, and notices shall be given to, the Administrative Agent or as it directs.

The Company confirms that:

Kindly acknowledge receipt of this Notice and confirm your agreement to it by signing the enclosed form of acknowledgement and returning it to the Administrative Agent at 225 W. Washington Street, 9th Floor Chicago, Illinois 60606 for the attention of Ryan Morick.

This Notice, and any non-contractual obligations arising out of, or in connection with it is governed by English law.

We acknowledge the Charge in respect of the licence agreement dated June 5, 2018 by and between Oxford BioMedica (UK) Limited and Axovant Sciences GmbH (the “Agreement”) as set out in the Agreement and the Notice of Charge dated June 5, 2018 (the “Notice”). Terms and expressions defined in the Notice shall have the same meanings when used in this acknowledgment.

We agree to and confirm that:

“Net Sales” shall mean the [***]:

[***].

Net Sales shall be determined from the books and records of each Selling Entity maintained in accordance with GAAP or IFRS, as applicable, consistently applied. Notwithstanding anything else contained in this Schedule 5, in the event of an inconsistency between “Net Sales” calculated pursuant to this Schedule 5 and “net sales” publicly reported by a Selling Entity in financial statements required by Applicable Law (including, for Licensee and its Affiliates, in periodic reports filed with U.S. Securities and Exchange Commission) for any period, the “net sales” in such publicly reported financial statements shall be deemed to be the “Net Sales” for such period for purposes of this Agreement.

[***].

[***].

[***].

[***].

In the case of rebates, discounts and other forms of reimbursements on portfolio product offerings, all rebates, discounts and other forms of reimbursements shall be allocated among products on the basis on which such rebates, discounts and other forms of reimbursements were actually granted or, if such basis cannot be determined, in accordance with the applicable Selling Entity’s existing allocation method, consistently applied to all relevant products; provided that, any such allocation is fair and reasonable and in compliance with generally accepted accounting principles and Applicable Laws, including any price reporting laws, rules and regulations.

[***].

If the Parties cannot agree on the mean selling prices of the Product and Accompanying Innovative Product for the purpose of this paragraph, or the fair market value as referred to in this paragraph, the Parties shall refer the matter to a panel of three (3) independent experts in the field (“Expert Panel”) for a determination. Each of BioMedica and Licensee shall select one independent expert each within [***] after either Party notifies the other in writing that it wishes to proceed to expert determination and such experts will select a third independent expert within [***] thereafter. The Expert Panel will determine the mean selling prices of the Product and Accompanying Innovative Product or the fair market value as referred to in this paragraph. The Expert Panel will meet in London, England so that each Party may present its position. The Expert Panel will, within [***] after the conclusion of the meeting, issue a written determination describing the findings and conclusions of the Expert Panel. Each Party shall bear its own counsel fees, costs, and disbursements arising out of the Expert Panel described in this Schedule 5, and shall pay an equal share of the fees and costs of the experts and all other general fees related to the Expert Panel.