Material Transfer and Exclusivity Agreement

Mr Pascal Touchon

SERVIER MONDE

50, rue Carnot,

92284 Suresnes, France,

Mr Fredrik Wiklund

Celladon Corporation

12760 High Bluff Dr. Suite 240

San Diego, CA 92130

USA

Mrs Krisztina Zsebo

12760 High Bluff Dr. Suite 240

San Diego, CA 92130

USA

/s/ C. Bazantay

/s/ Krisztina Zsebo

/s/ Isabelle Tupinon-Mathieu

Any small molecule compound that is a potent and selective SERCA modulator, and either:

(a)    is owned or controlled by Celladon on the date of the Collaboration and License Agreement or during the Research Collaboration Term, including, without limitation, CDN[...***…], CDN[...***...] and CDN[...***...] (together with related compounds as described in clause (c) below, the “Celladon Compounds”); or

(b)    is generated, identified, conceived or reduced to practice by or on behalf of Celladon or Servier, or jointly by or on behalf of Celladon and Servier, in the course of conducting Research Collaboration Plan activities during the Research Collaboration Term (together with related compounds as described in clause (c) below, the “Collaboration Compounds”); or

(c)    is an analog, homolog, prodrug, metabolite, salt, ester, hydrate, solvate, polymorph, isomer, enantiomer, free acid form, crystal form, free base form, racemate or derivative of any compound within the scope of the preceding clause (a) or clause (b).

For the purposes hereof, “Compounds” mean the Celladon Compounds and the Collaboration Compounds.

Type 2 diabetes and other metabolic diseases including, without limitation, lipid disorders, obesity, fatty liver diseases and diabetic complications.

Notwithstanding the foregoing, in the event Celladon wishes to develop a Collaboration Compound with a third party in any field other than the field described above (the “Other Field”), Celladon would first discuss in good faith with Servier the terms of a possible arrangement between them with respect to the development of such Collaboration Compound in the Other Field for a reasonable period to be set forth in the Collaboration and License Agreement, provided that Celladon shall not be obligated to enter into any such arrangement with Servier. If an agreement is thereafter reached between Servier and Celladon, then:

•    the definition of “Field” would be extended to the Other Field only with respect to such Collaboration Compound; and

•    if the Collaboration Compound was not previously selected by Servier for further development pursuant to paragraph 11 below, such Collaboration Compound would be considered as selected by Servier for further development pursuant to paragraph 11 below upon execution of the agreement between Celladon and Servier, and would therefore be treated as a “Selected Compound” for the purposes hereof.

Celladon would grant to Servier:

(i)     an exclusive (except as to Celladon), royalty-bearing license, with the right to sublicense solely to Servier’s affiliates, under the Celladon Research Technology and Celladon’s interest in Joint Patents, solely to perform the Research Collaboration Plan during the Research Collaboration Term (as such terms are defined below); and

(ii)    on a Selected Compound-by-Selected Compound basis, effective upon Servier’s selection of each Selected Compound, an exclusive, royalty-bearing license, with the right to sublicense through multiple tiers of sublicense, under the Licensed IP Rights and Celladon’s interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import such Selected Compound and Products containing or comprising such Selected Compound in the Field in the Territory.

Servier would covenant: (a) not to use Celladon Research Technology for any purpose other than the performance of the Research Collaboration Plan and the research, development, manufacture, use and sale of Selected Compounds and Products; (b) not to initiate or have initiated any IND-enabling or GLP-compliant preclinical study of a Compound without first selecting it as a Selected Compound; (c) not to conduct preclinical or clinical development of, or commercialize, in the Field any Compound that is not a Selected Compound; (d) not to research, develop or commercialize any Compound (including, but not limited to, any Selected Compound) outside of the Field; and (e) not to cause or permit any of its affiliates or any third party to engage in any of the foregoing activities.

During a period to be agreed upon between the parties in the Collaboration and License Agreement (“Research Collaboration Term”), the parties would collaborate, using the Celladon Research Technology, to screen, select and optimize small molecule compounds that are potent and selective SERCA modulators from Celladon’s proprietary chemical series and/or any other compound library as may be agreed upon by the parties, to identify or generate Compounds for potential development in the Field, as more fully described in a written plan to be mutually agreed by the parties prior to signing of the Collaboration and License Agreement (the “Research Collaboration Plan”).

Servier would have the right, at its option and upon written notice to Celladon, to select any Compound for further development and commercialization in the Field in the Territory. Upon any such selection, the applicable Compound would become a Selected Compound.

Servier would grant to Celladon:

(i)     an exclusive (even as to Servier), royalty-free, fully-paid, irrevocable and perpetual license, including the right to sublicense through multiple tiers of sublicense, under the Servier Technology and Servier’s interest in Joint Patents (each as defined below), to research, develop, make, have made, use, sell, have sold, offer for sale and import Selected Compounds and Products in the Field outside of the Territory, provided however that Celladon’s right to use preclinical and clinical efficacy data generated by Servier with respect to any Selected Compound and related Products would be subject to the reimbursement by Celladon of [...***...]% of the documented costs incurred by Servier in conducting the study(ies) pursuant to which such data was generated. The reimbursement obligation would be limited to the development costs of the pre-clinical and clinical studies that Celladon or its third party sublicensee wishes to use in the context of the NDA submission of the Products by or on behalf of Celladon or such third party licensee. Reimbursement would be due (i) no later than the date of NDA submission of the Products by or on behalf of Celladon, or (ii) if Celladon grants a third party sublicensee license rights to develop and/or commercialize the Products in the Field outside of the Territory (the “US Third Party License”), absent any agreement between the parties pursuant to the following sentence, promptly after Celladon notifies Servier on behalf of such third party sublicensee that such third party sublicensee wishes to use such data in an NDA, but in any event no later than NDA submission for the Products by such third party sublicensee. Without prejudice to the foregoing, promptly following the execution of the US Third Party License, Celladon would provide written notice to Servier identifying the pre-clinical and clinical studies that the third party sublicensee wishes to use in the context of the NDA submission of the Products

by or on behalf of such third party licensee, following which Servier and Celladon and/or the third party sublicensee would enter into good faith discussion for a period up to [...***...] months regarding (i) the timing for the reimbursement by the third party sublicensee of [...***...]% of the documented costs incurred by Servier in conducting such study(ies), and (ii) if acceptable to the third party sublicensee, a possible collaboration with respect to the research and development of the Selected Compounds and the Products and the potential sharing of future costs and expenses in connection mutually-agreed research and development activities;

(ii)    an exclusive (even as to Servier), royalty-free, fully-paid, irrevocable and perpetual license, including the right to sublicense through multiple tiers of sublicense, under the Servier Technology and Servier’s interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import Celladon Compounds (other than Selected Compounds) in the Field outside of the Territory; and

(iii)  an exclusive, worldwide, royalty-bearing, fully-paid, irrevocable and perpetual license, including the right to sublicense through multiple tiers of sublicense, under the Servier Technology and Servier’s interest in Joint Patents, to research, develop, make, have made, use, sell, have sold, offer for sale and import Collaboration Compounds (excluding Selected Compounds and Excluded Compounds) outside of the Field. Celladon would pay Servier (a) royalties at a rate of [...***...]% of the net sales of any product containing one or more of any such Collaboration Compounds (the “Other Product”), and (b) the following milestone payments with respect to the first and second Other Products reaching such milestones provided, however, that if (i) the development of an Other Product for a particular indication is abandoned after one or more of the milestone payments has been made and (ii) an Other Product containing a different Collaboration Compound (excluding Selected Compounds and Excluded Compounds) is developed for the same indication as such dropped Other Product, then Celladon shall be entitled to credit any and all milestone payments previously made with respect to such dropped Other Product toward milestone payment obligations accruing with respect to the replacement Other Product:

“Servier Technology” means: (a) all patents and patent applications owned or controlled by Servier that claim the composition of matter or formulation of, or any method of making or using, any Compound or Product; and (b) all know-how, technology, trade secrets, information and data (including, but not limited to, pharmacological, toxicological and clinical data and analytical and quality control data) that are necessary or useful for the manufacture, use or sale of any Compound or Product and that are generated by or on behalf of Servier either (i) in the course of conducting the Research Collaboration Plan or (ii) in the course of developing or manufacturing any Selected Compound or Product. Any pre-clinical, clinical or other data disclosed to Celladon by Servier under the Collaboration and License Agreement would be provided on an “as is” basis, without any warranty (express or implied) of any kind, and Servier would expressly disclaim all such warranties, provided that Servier would represent and warrant to Celladon that Servier has disclosed to Celladon all safety data from IND-enabling preclinical studies and clinical trials conducted by or on behalf of Servier. Celladon and/or its sublicensees would accept all risk and liability in relation to the use of the data received from Servier and would indemnify and hold harmless Servier from any third party’s claim(s) based upon such data.

“Joint Patents” means all patent applications and patents claiming Joint Inventions (defined below).

“Excluded Compound” means any small molecule compound that is a potent and selective SERCA modulator (excluding any Selected Compound) that:

(a)    either:

(i)     was owned or controlled by Servier prior to the date of the Collaboration and License Agreement, other than as a result of conducting the Evaluation or the receipt or use of the Materials or any Confidential Information of Celladon;

(ii)    was acquired by Servier from a third party during the Research Collaboration Term; or

(iii)  is an analog, homolog, prodrug, metabolite, salt, ester, hydrate, solvate, polymorph, isomer, enantiomer, free acid form, crystal form, free base form, racemate or derivative of any compound within the scope of the preceding clause (i) or clause (ii), and was not generated, identified, conceived or reduced to practice in whole or in part by or on behalf of Celladon; and

(b)    is not covered by, and does not use or incorporate, any Celladon Research Technology.

Servier would pay Celladon royalties at a rate of [...***...]% (the “Royalty Rate”) of the net sales of such Product. Royalties will be payable, on a country-by-country and Product-by-Product basis, from the first bona fide commercial sale of a Product in a country until the later of the expiration of the last to expire valid claim of any patent or patent application within the Licensed IP Rights or the Joint Patents covering the manufacture, use or sale of such Product in such country, or ten (10) years from the date of first bona fide commercial sale of such Product in such country (the “Royalty Term”). Following the expiry of such Royalty Term for a Product in a country, Servier’s license with respect to such Product in such country shall become perpetual, fully paid up and royalty free.

The Royalty Rate for a Product in a country would be reduced to [...***...]% during any portion of the Royalty Term for such Product in such country when both: (a) such Product is not covered by at least one valid claim of a patent or patent application within the Licensed IP Rights or Joint Patents in such country; and (b) generic competition with respect to such Product in such country has reached a specified market share (to be negotiated) in such country. In the event the Product contains or comprises one or more Collaboration Compounds as its sole API, then the Royalty Rate would be reduced to [...***...]% of the net sales of such Product and the Milestones would be reduced by [...***...]%.