MASSACHUSETTS INSTITUTE OF TECHNOLOGY
EXCLUSIVE PATENT LICENSE AGREEMENT
This AGREEMENT (as later defined herein), effective as of the date set forth above the signatures of the parties below (the EFFECTIVE DATE), is between the Massachusetts Institute of Technology (M.I.T.), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Vedantra Pharmaceuticals. Inc. (COMPANY), a Delaware corporation, with a principal place of business at One Kendall Square, Building 1400 West, Suite 14303, Cambridge, MA 02139.
WHEREAS, M.I.T. is the owner of certain PATENT RIGHTS (as later defined herein) relating to M.I.T. Case No. [***], by [***], an employee of [***], and [***], an employee of [***] (hereinafter referred to as [***]), each doing research at an [***]; and
WHEREAS, M.I.T. has the right to grant licenses under said PATENT RIGHTS, subject only to a paid-up, nonexclusive, irrevocable license to [***] for research purposes, with no right to assign or sublicense; and
WHEREAS, [***], an inventor of the PATENT RIGHTS and current employee of [***], has equity in COMPANY, and the Conflict Avoidance Statement of [***] is attached as Exhibit A hereto;
WHEREAS, M.I.T. desires to have the PATENT RIGHTS developed and commercialized to benefit the public and is willing to grant a license thereunder;
WHEREAS, COMPANY has represented to M.I.T., to induce M.I.T. to enter into the AGREEMENT, that COMPANY shall commit itself to a [***] program of exploiting the PATENT RIGHTS so that public utilization shall result therefrom; and
WHEREAS, COMPANY desires to obtain a license under the PATENT RIGHTS upon the terms and conditions hereinafter set forth.