Exclusive License Agreement, dated August 9, 2017, between Q32 Bio Inc. and The Regents of the University of Colorado

The University is the owner or co-owner of the Licensed Patents and Diagnostic Patents and is the owner of part of the Licensed Information (“Licensed Patents” and “Licensed Information” have the meanings assigned to them in Article 1) related to University Case Number(s) [***] and [***].

MUSC Foundation for Research Development (“MUSC FRD”) is a co-owner with University of the Licensed Patents related to University Case Number [***] and owner of part of the Licensed Information, and MUSC FRD has entered into an inter-institutional agreement with University whereby MUSC FRD has authorized University to license and administer MUSC FRD’s interest in such Licensed Patents and Licensed Information, on behalf of the Medical University of South Carolina (“MUSC”).

The University and MUSC FRD want the Licensed Information and the invention(s) described in the Licensed Patents, developed and marketed as soon as possible so that the resulting products may be available for public use and benefit.

The Licensee desires to license the Licensed Patents, Diagnostic Patents and Licensed Information for the purpose of developing and commercializing products covered by the Licensed Patents and Licensed Information.

“Affiliate” means any entity that controls, is controlled by, or is under common control with Licensee. Control means the

direct or indirect ownership of at least 50% of voting securities;

power to govern the financial and operating policies of the entity; or

power to appoint the management of the entity.

“Agreement” means this Exclusive License Agreement, including all Appendices hereto, as amended from time to time.

The United States and foreign patent(s) or nonprovisional patent application(s) or provisional patent applications listed in Appendix A, the patents issued therefrom, including any reissues, reexaminations, extensions of such patents, and any registrations, supplementary protection certificates and renewals of any such patents or patent applications, and all rights and priorities in any of the foregoing.

All divisionals and continuations that take priority from those patents and patent applications listed in Appendix A, and the patents issued therefrom, including any reissues, reexaminations, extensions of such patents, and any registrations, supplementary protection certificates and renewals of any such patents or patent applications, and all rights and priorities in any of the foregoing.

Claims of any continuations-in-part applications that take priority from those patents and patent applications listed in Appendix A and resulting patents that are directed to subject matter described in the patents and patent applications listed in Appendix A, registrations, supplementary protection certificates and renewals of any such patents or patent applications, and all rights and priorities in any of the foregoing.

“Diligence Report” has the meaning assigned to it in Appendix B.

“Fair Market Value” means the cash price that would be paid in an arm’s length transaction between two unrelated parties.

“Field of Use” has the meaning assigned to it in Appendix A.

“First Commercial Sale” means, with respect to a Licensed Product, the first sale for end use or consumption of such product in a country after marketing approval has been granted in such country. First Commercial Sale excludes any sale or other distribution of such product for use in a clinical trial or other development activity, promotional use (including samples) prior to marketing approval or for compassionate use or on a named patient basis.

“Generic Product” means, with respect to a Licensed Product in a particular country, any product that (a) is sold by a third party under a marketing authorization granted by a regulatory authority in such country to such third party, (b) contains the same active pharmaceutical ingredient as such Licensed Product, and (c) is approved by the regulatory authority in such country pursuant to an approval process that relies in part on pivotal safety or efficacy data in such regulatory authority’s previous grant of marketing authorization for such Licensed Product.

“Improvement” means (i) any invention, the practice of which would also require the practice of an invention claimed in or covered by the Licensed Patents or which is a modification or derivative of the inventions claimed in or covered by the Licensed Patents, and all patent rights arising therefrom, and (ii) at least one (and possibly both if there is further collaboration) of the following clauses (A) and (B):

made solely by or on behalf of Dr. Michael Holers or Dr. Joshua Thurman or University researchers working in the laboratories of Dr. Michael Holers or Dr. Joshua Thurman, so long as Dr. Michael Holers or Dr. Joshua Thurman, respectively, is an employee of University.

made solely by or on behalf of Dr. Stephen Tomlinson or MUSC researchers working in the laboratory of Dr. Stephen Tomlinson, so long as Dr. Stephen Tomlinson is an employee of MUSC.

having generally ceased to pay debts in the ordinary course of business other than as a result of a bona fide dispute;

being unable to pay debts as they become due: or

being insolvent within the meaning of federal bankruptcy law.

“Licensee” means the entity listed in the Preamble and any of its Affiliates.

“Licensed Information” means all inventions, biological materials (including the biological materials set forth on Appendix D) and reagents, concepts, processes, information, data, and know-how that:

Are owned by the University as of the Effective Date and were discovered in the laboratories of Dr. Michael Holers or Dr. Joshua Thurman, are owned by MUSC FRD as of the Effective Date and were discovered in the laboratory of Dr. Stephen Tomlinson, or are co-owned by University and MUSC-FRD as of the Effective Date and were discovered in the laboratories of Dr. Michael Holers, Dr. Joshua Thurman, and/or Dr. Stephen Tomlinson; and

Are useful for the discovery, development, manufacture, use, or sale of compositions that inhibit complement activation; and

Are not covered by any Valid Claim.

The United States and foreign patent(s) or nonprovisional patent application(s) or provisional patent applications listed in Appendix A, the patents issued therefrom, including any reissues, reexaminations, extensions of such patents, and any registrations, supplementary protection certificates and renewals of any such patents or patent applications, and all rights and priorities in any of the foregoing.

All divisional and continuations that take priority from those patents and patent applications listed in Appendix A, and the patents issued therefrom, including any reissues, reexaminations, extensions of such patents, and any registrations, supplementary protection certificates and renewals of any such patents or patent applications, and all rights and priorities in any of the foregoing.

Claims of any continuations-in-part applications that take priority from those patents and patent applications listed in Appendix A and resulting patents that are directed to subject matter described in the patents and patent applications listed in Appendix A, registrations, supplementary protection certificates and renewals of any such patents or patent applications, and all rights and priorities in any of the foregoing.

Any product, service, or process the making, use, offer for sale, sale, or importation or rendering of which, absent a license, would infringe one or more Valid Claims in the country in which it is made, used, sold, offered for sale, imported, or rendered; or any product which is manufactured, or any service which is rendered, using a process which would infringe one or more Valid Claims in the country in which it is made, used, sold, offered for sale, imported or rendered.

Any product, service, or process, or any product which is manufactured, or any service which is rendered, using a process, that has been or is discovered or is further developed, in whole or in part, through the use of the Licensed Information, whether the Licensed Information was used prior to or after the Effective Date, or that requires the use of the Licensed Information for its manufacture, use or sale.

Any product, service, or process, or any product which is manufactured, or any service which is rendered, using a process, that has been or is discovered or is further developed, in whole or in part, through the use of any information, concepts, know-how, data, images, or figures that is disclosed in the specification of any of the Licensed Patents, whether such information, concepts, know-how, data, images, or figures were used prior to or after the Effective Date, or that requires the use of the information, data, or figures for its manufacture, use or sale.

“MUSC” has the meaning assigned to it in the Background.

“MUSC FRD” has the meaning assigned to it in the Background.

“MUSC Entities” has the meaning assigned to it in Article 2.3(c).

“Net Sales” means the gross amounts invoiced on sales of any Licensed Products by the Licensee or Sublicensees. Net Sales excludes the following items, but only to the extent they pertain to sales arising from any Licensed Products, are included in gross sales, are separately stated on purchase orders, invoices, or other documents of sale, and are reported on the relevant Royalty Report:

“Notice Date” means the date the party to whom notice is sent receives the notice at the address indicated in Article 13.2. Notice Date does not mean actual notice.

“Option Period” has the meaning assigned to it in Article 2.5.

“Option Rights” has the meaning assigned to it in Article 2.5.

“Recipient” means a party who receives information from the other party to this Agreement.

“Royalty Report” is included as Appendix C and described in Article 6.1.

“Royalty Term” means the period beginning on the First Commercial Sale of a Licensed Product in any country and ending on the later of (a) on a Licensed Product-by-Licensed Product and country-by-country basis, the expiration date of the last to expire patents within the Licensed Patents that covers the making, use, offer for sale, sale, importation or rendering of such Licensed Product in the relevant country, or (b) twenty (20) years from the Effective Date.

“Senior Executives” means a person with authority to contractually bind the party.

“Sublicense” means a grant of rights to a third party under the rights granted under Article 2.1 hereof.

“Sublicensee” means any third party granted a Sublicense.

“Sublicense Income” means all consideration received by the Licensee from a Sublicensee as consideration for the grant of a Sublicense or an option for a Sublicense. Such consideration includes without limitation any upfront, license initiation or signing fees, license maintenance fees, milestone payments, unearned portion of any minimum annual royalty payment, payments associated with an acquisition or liquidation of the assets of the Sublicensee that may be deferred or trailing payments, equity and the Fair Market Value of any non-cash consideration paid to Licensee for the Sublicense.

sums received as royalties on Net Sales by the Sublicensees, such Net Sales being subject to the royalty on Net Sales in Appendix A, or, provided that such royalties for Net Sales of such Licensed Product are paid, sums received by Licensee as a percentage of profits earned by the Sublicensee on sales of Licensed Products. Licensee shall notify the University that a Sublicense includes such a profit share arrangement when it submits a copy of the executed Sublicense agreement under Article 4, or if the profit share arrangement is set forth in a separate agreement from the Sublicense agreement, Licensee shall provide the University with a copy of the agreement setting forth the profit share arrangement with the copy of the Sublicense agreement under Article 4.);

amounts paid for debt or equity of the Licensee up to its Fair Market Value;

payments or reimbursement of patent prosecution, defense, enforcement and maintenance and other related expenses to the extent such expenses were not already deducted from sums paid to the University; or,

payments or reimbursement for research and development and commercialization activities up to the actual cost of performing such research, development and commercialization activities and solely to the extent the payments are expressly identified in the relevant Sublicense as payments or reimbursement for research and development or for commercialization activities (it being understood that commercialization activities means those activities related to manufacturing for sale, marketing, promoting and selling any Licensed Products).

“Term” has the meaning assigned to it in Article 12.1.

“Territory” has the meaning assigned to it in Appendix A.

“University Indemnitees” includes the University, its regents, employees, students, officers, agents, affiliates, representatives, and inventors.

“Valid Claim” means a pending or an issued and unexpired claim of a Licensed Patent so long as the claim has not been irrevocably abandoned or declared to be invalid through no fault of the Licensee in a non-appealable decision of a court or other government agency of competent jurisdiction.

Other Definitional Provisions.

All references to statutes and related regulations include

any past and future amendments of those statutes and related regulations; and

any successor statues and related regulations.

The words “including,” “includes,” and “include” are deemed to be followed by the words “without limitation.”

The word “or” shall be construed as the inclusive meaning identified with the phrase “and/or.”

an exclusive (as to the University and MUSC FRD), sublicensable (through multiple tiers) license to the Licensed Patents,

an exclusive (as to the University), sublicensable (through multiple tiers) license, subject to any pre-existing third party rights, to the biological materials, reagents, processes and information in which the University has an ownership interest and identified as being exclusively licensed as set forth in Appendix D.

a non-exclusive, sublicensable (through multiple tiers) license to the biological materials, reagents, processes and information in which the University has an ownership interest and identified as being non- exclusively licensed as set forth in Appendix D.

an exclusive (as to MUSC-FRD), sublicensable (through multiple tiers) license, subject to any pre-existing third party rights, to the biological materials, reagents, processes and information in which MUSC-FRD has an ownership interest and identified as being exclusively licensed as set forth in Appendix D, and

a non-exclusive, sublicensable (through multiple tiers) license to the biological materials, reagents, processes and information in which MUSC-FRD has an ownership interest and identified as being non- exclusively licensed as set forth in Appendix D, and

a non-exclusive, sublicensable (through multiple tiers) license to the Licensed Information (other than the biological materials, reagents, processes and information set forth in Appendix D).

The licenses granted under Article 2.1(a) (b), and (d) are expressly made subject to the University’s reservation, on behalf of itself, MUSC, future not-for-profit employers of the inventors of the Licensed Patents, and all other not-for-profit academic and research institutions, of the right to practice the Licensed Patents and use the biological materials, reagents, processes and information listed on Appendix D for educational, research, non-clinical, or other non-commercial purposes (but in no case when sponsored by any for-profit entity). Notwithstanding the foregoing, University, MUSC-FRD, and MUSC shall not transfer any biological materials set forth on Appendix D as being exclusively licensed to Licensee to any third party without the consent of Licensee, provided that the University, MUSC-FRD, and MUSC may transfer such biological materials set forth on Appendix D to any not-for-profit academic and research institution upon advance written notice to Licensee and under a materials transfer agreement approved by Licensee and attached hereto as Appendix E.

The exclusive licenses granted under Article 2.1(b) and (d) to the biological materials, reagents, processes and information set forth on Appendix D identified as exclusively licensed to Licensee and the restrictions with regard to the biological materials set forth on Appendix D under Article 2.3(a) are expressly made subject to the University’s, MUSC-FRD’s, and MUSC’s obligations under the National Institutes of Health “Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources,” if applicable, and the University, MUSC-FRD, and MUSC may transfer the biological materials set forth on Appendix D as being exclusively licensed to Licensee to a third party to the extent necessary to comply with the University’s, MUSC-FRD’s, or MUSC’s respective obligations under the National Institutes of Health “Principles and Guidelines for Recipients of NIH Research Grants and Contracts on Obtaining and Disseminating Biomedical Research Resources.”

The University retains on behalf of MUSC and the MUSC Entities, the use of Licensed Patents related to [***] and the biological materials, reagents, processes and information set forth on Appendix D as being exclusively licensed to Licensee for medical care purposes, provided that the rights extended for medical care purposes will only apply to circumstances in which MUSC has determined that there is a clinical need for such exercise of the rights, and such rights are limited to patient care provided directly by care providers at the MUSC Entities, “MUSC Entities” means MUSC, MUSC Physicians, the Medical University Hospital Authority, the MUSC Foundation and all entities with MUSC which are under the control of the Board of Trustees of MUSC.

Pay royalties on Net Sales by all Sublicensees and a percentage of Sublicense Income as specified in Appendix A.

Include royalty payment terms, and require all Sublicensees to include royalty payment terms, in all Sublicenses that are consistent with and do not conflict with this Agreement.

Retain all responsibility for the performance of all Sublicensees under a Sublicense as if the performance was carried out by the Licensee itself, including the payment to the University of any Net Sales royalties and milestone payments specified in Appendix A, regardless of whether the Sublicensee pays the Licensee.

Article 3 Economic Consideration, Article 6 Reports, Records and Audits including the University’s direct right to audit the Sublicensee, and Article 11 Warranties, Indemnification, and Insurance.

Not to further sublicense the Licensed Patents or the Licensed Information, unless such further Sublicensee agrees to all relevant terms of this Agreement mutatis mutandis.

Submit to the University and the Licensee

Diligence Reports including at least the same level of detail as set forth in Appendix B; and

Royalty Reports in the form set forth in Appendix C.

Agree to, and require its Sublicensee to agree to, terms substantially similar and consistent with Article 5 U.S. Government Rights and Requirements, Article 8 Export, Article 7 Confidential Information and Article 13.14 Survival, in each case, to the extent applicable to Sublicensees.

The Licensee shall cause each Sublicense to be subject to the termination of this Agreement; provided, however, that the Sublicense shall not be subject to the termination of this Agreement if Licensee and its Sublicensee comply with Article 4.5(b) below.

Notwithstanding Article 4.5(a), in the event this Agreement is terminated pursuant to Articles 12.2, 12.3 or 12.5, the Licensee and its Sublicensee shall agree to assign any Sublicense to the University and such Sublicense shall automatically be assigned to University without any further action at Sublicensee’s request so long as the Sublicensee complies with Article 4, the Sublicensee is not in breach of its Sublicense, and the University is not obligated to incur any obligations or make any representations or warranties in excess of those contained in this Agreement. Any follow-on Sublicenses under a Sublicense assigned to the University will continue according to its terms.

The Licensee shall require the automatic termination of a Sublicense and all follow-on Sublicenses under that Sublicense in the event the Sublicensee institutes a legal action challenging the validity of any Licensed Patent.

Diligence Reports as set forth in Appendix B.

[***] Royalty Reports as set forth in Appendixes A and C for each calendar quarter regardless of any Net Sales beginning in the calendar quarter of the First Commercial Sale.

Keep accurate records and cause all Sublicensees to keep accurate records in sufficient detail to reflect its operations under this Agreement and to enable the royalties accrued and payable under this Agreement to be determined.

Retain the records for at least [***] after the close of the period to which they pertain, or for such longer time as may be required to resolve any question or discrepancy raised by the University.

Upon the request of the University, with reasonable notice, but not more frequently than once a calendar year, the Licensee shall permit an independent public accountant selected and paid by the University and reasonably acceptable to Licensee to have access during regular business hours to records, reports and other information relating to any Sublicense or this Agreement solely to the extent necessary to verify the accuracy of made or payable payments.

The accountant will disclose information acquired to the University only to the extent that it should properly have been contained in the royalty reports required under this Agreement.

If an inspection or audit shows an underreporting or underpayment in excess of [***] for any [***], then the Licensee shall reimburse the University for the cost of the inspection or audit and pay the amount of the underpayment including any interest as required by this Agreement.

Information which at the time of disclosure had been previously published or was otherwise publicly available through no fault of Recipient.

Information which becomes public knowledge after disclosure unless such knowledge results from a breach of this Agreement.

Information which was already in Recipient’s possession prior to the time of disclosure as evidenced by written records kept in the ordinary course of business or by proof of actual use.

Information that is independently developed without use of the confidential information.

Licensee’s and the University’s respective legal counsel recommend that such action is necessary in their reasonable opinion to achieve standing;

The University is not the first named party in the action; and

The pleadings and any public statements about the action state that Licensee is pursuing the action and that Licensee has the right to join the University as a party.

NEITHER THE UNIVERSITY NOR MUSC FRD MAKES AW REPRESENTATIONS, EXTENDS ANY WARRANTIES OF AW KIND, EITHER EXPRESS OR IMPLIED, NOR ASSUMES AW RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION BY LICENSEE OR AW SUBLICENSEE(S) OR VENDEES OR OTHER TRANSFEREES OF LICENSED PRODUCTS OR AW OTHER PRODUCTS OR PROCESSES INCORPORATING OR MADE BY USE OF THE LICENSED PATENTS, DIAGNOSTIC PATENTS OR LICENSED INFORMATION.

THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OR SALE OF LICENSED PRODUCTS OR AW OTHER PRODUCTS OR PROCESSES INCORPORATING OR MADE BY USE OF THE LICENSED PATENTS. DIAGNOSTIC PATENTS OR LICENSED INFORMATION WILL NOT INFRINGE AW PATENT, COPYRIGHT. TRADEMARK, SERVICE MARK, OR OTHER RIGHTS.

Nothing in this Agreement may be construed as

a warranty or representation by the University or MUSC FRD as to the validity or scope of any of the rights included in the Licensed Patents or the Diagnostic Patents;

a warranty or representation that the Licensed Patents, Diagnostic Patents, Licensed Information, or anything made, used, sold or otherwise disposed of under this Agreement will or will not infringe patents, copyrights or other rights;

an obligation to furnish any know-how or services not agreed to in this Agreement, or

an obligation by the University or MUSC FRD to bring or prosecute actions or suits against third parties for infringement, or to provide any services other than those specified in this Agreement.

The use by or on behalf of Licensee, any Sublicensees, directors, officers, employees, or third parties of any Licensed Patents, Diagnostic Patents, or Licensed Information;

The design, manufacture, production, distribution, advertisement, consumption, sale, lease, sublicense or use of any Licensed Products or materials by Licensee, or other products or processes developed in connection with or arising out of the Licensed Patents, Diagnostic Patents, or Licensed Information; or

Any breach by Licensee or Sublicensee of any obligation under this Agreement;

Pays all undisputed amounts due as well as all non-cancelable costs to the University through the termination date.

Submits final payments as provided in Appendix A and a final report of the type described in Article 6 Reports, Records and Audits.

Returns any confidential information provided to the Licensee by the University in connection with this Agreement.

Suspends its use and sales of the Licensed Products; provided however, that subject to making the payments required by Article 3 and the reports required by Article 6, Licensee may, for a period of [***] after the effective date of such termination, sell all Licensed Products which may be in inventory; and provided further, that if the parties disagree on whether any product, service, or process constitutes a “Licensed Product” hereunder, then at the request of Licensee, the disputed matter shall be resolved in accordance with the dispute resolution process set forth in Article 13.9(a) through (c), and if decided against Licensee then (i) Licensee may revoke any termination under this Article 12.2, and (ii) [***].

The University may terminate this Agreement if Licensee does and fails to cure, within [***] of notice, any of the following:

Is delinquent on any report or payment that is not in dispute;

Is in breach of the diligence obligations described in Appendix A.

Intentionally provides any false report, as determined between the parties pursuant to Article 13.9(a) through (c) of this Agreement, or is in breach of any other material provision of this Agreement.

Violates any laws or regulations of applicable governmental entities that have a material adverse effect on the

University; or,

Licensee’s ability to perform its obligations under this Agreement.

Ceases to carry on development activities pertaining to the Licensed Products for a period of [***], except where such discontinuation is due to a force majeure event or other circumstances beyond Licensee’s reasonable control such as the action of regulatory authorities or a supply or manufacturing issue.

Licensee institutes a legal action challenging the validity of any Licensed Patent.

Asserts that its production, use, manufacture, rendering or sale of any product or process that the University reasonably believers is a Licensed Product does not infringe a Licensed Patent or was not developed using the Licensed Information; provided that if the parties disagree on the foregoing, then at the request of Licensee, the disputed matter shall be resolved in accordance with the dispute resolution process set forth in Article 13.9(a) through (c), and if decided against Licensee then Licensee will have the [***] cure period to maintain this Agreement.

Fails to maintain insurance as provided for in Article 11.

Upon termination of this Agreement under this Article 12.3, Licensee shall suspend its use and sales of the Licensed Products.

Ceases to continue operating its material business.

Does not use commercially reasonable efforts to develop the Licensed Patents including efforts consistent with the diligence milestones and obligations in Appendix A.

After First Commercial Sale of the Licensed Products stops selling Licensed Product for two consecutive calendar quarters, except where a Sublicensee is selling Licensed Products or where such discontinuation of sales is due to a force majeure event or other circumstances beyond Licensee’s reasonable control such as the action of regulatory authorities or a supply or manufacturing issue.

Assignment by Licensee. Subject to Articles 13.1 (b) and (c), the Licensee may assign this Agreement to a third party as part of a sale, regardless of whether such a sale occurs through an asset sale, stock sale, merger or other combination, or any other transfer of Licensee’s entire business.

Conditions of Assignment. Within [***] of any such assignment : (i) the Licensee must provide the University with the new assignee’s contact information; and (ii) the new assignee must agree in writing with the University to be bound by this Agreement.

Bankruptcy Petition. In the event the Licensee informs the University that the Licensee is considering filing a bankruptcy petition, the Licensee may assign this Agreement if the University determines in its sole discretion that the party has provided or can provide adequate assurance of future performance, including diligent development and sales, of the Licensed Patents.

Any Other Assignment by Licensee. Any other attempt to assign this Agreement by the Licensee is null and void.

General Notice.

Notice under this Agreement is sufficient if given by registered mail, postage prepaid, and addressed to the party to receive such notice at the addresses given below, or such other address as may hereafter be designated by notice in writing. Notice is effective at the time of mailing.

Either party may change its address with written notice to the other party.

Notwithstanding the other provisions in this Article 13, the University may email financial invoices to Licensee (i.e., accounting contact) to the following contact person:

The Licensee shall not identify the University in any promotional advertising, press releases, sales literature or other promotional materials to be disseminated to the public or any portion thereof without the University’s prior written consent in each case, except that the Licensee may state that it has a license for the Licensed Patents from the University. The University may state that it has a license for the Licensed Patents with the Licensee. The Licensee further shall not use the name of the University or any University faculty member, inventor, employee or student or any trademark, service mark, trade name, copyright or symbol of the University, without the prior written consent of the University, entity or person whose name is sought to be used.

The Licensee shall not identify MUSC, MUSC FRD, or any MUSC Entity in any promotional advertising, press releases, sales literature or other promotional materials to be disseminated to the public or any portion thereof without the prior written consent of MUSC, MUSC FRD, or any MUSC Entity, as applicable, in each case. The Licensee further shall not use the name of MUSC, MUSC FRD, any MUSC Entity or any MUSC faculty member, inventor, employee or student or any trademark, service mark, trade name, copyright or symbol of MUSC, MLTSC FRD or any MUSC Entity, without the prior written consent of the entity or person whose name is sought to be used.

Any disputes not so resolved shall be referred to the Principal Technology Transfer Officer for the University and to Licensee’s Senior Executives with settlement authority, who shall meet at a mutually acceptable time and location within [***] of the Notice Date and shall attempt in good faith to negotiate a settlement.

If the [***] for the University and [***] fail to meet within [***] after the Notice Date under Article 13.9(b) or such later date as may be agreed upon by the parties, or if the matter remains unresolved for a period of [***] after the Notice Date, then, upon request of either party, the parties shall appoint a mutually acceptable mediator to facilitate resolution of the dispute. The parties shall discuss their differences in good faith and shall attempt in good faith, with facilitation by the mediator, to reach a mutually acceptable resolution of the dispute within [***] after the mediator’s appointment or such later date as may be agreed upon by the parties.

Neither party shall commence any legal action with respect to any dispute arising out of or relating to this Agreement unless and until the parties have exhausted the procedures set forth in Articles 13.9 (a) and (b). In such event, in connection with any legal action arising out of or relating to this Agreement, each party hereby irrevocably submits to the jurisdiction of a court of competent jurisdiction in Denver, Colorado, and, by execution and delivery of this Agreement, (i) accepts, generally and unconditionally, the jurisdiction of such court and any related appellate court, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in the court or that the court is an inconvenient forum.

Patents:

The Licensed Patents are as follows:

Field of Use: all fields.

Territory: Worldwide.

The Diagnostic Patents are as follows:

Country

Serial No.

File Date

Title

Financial Conditions:

Patent Fees and Costs. The Licensee shall reimburse the University for patenting expenses incurred by the University. For expenses incurred by the University prior to the Effective Date, the Licensee shall pay the University in two installments as follows:

The initial patent reimbursement payment of [***] is due within [***] of the Effective Date.

The second patent reimbursement payment of [***] if paid on or before [***] or [***] if paid after [***], is due no later than [***].

Milestone Fees: For each of the first three Licensed Products, Licensee shall pay University Milestone fees of

Royalty on Net Sales. Licensee shall pay the University the following royalties on Net Sales, on a Licensed Product-by-Licensed Product basis:

With respect to sales of each of the Licensed Products as defined in Article l(l)(i) of this Agreement : [***] of Net Sales up to cumulative Net Sales of [***] and [***] of Net Sales on cumulative Net Sales greater than [***].

With respect to sales of each of the Licensed Products as defined in Article l(l)(ii) or (iii), the making, use, offer for sale, sale, importation or rendering of which would not infringe one or more Valid Claims in the country in which it is made, used, sold, offered for sale, imported, or rendered: [***].

Royalty on Sublicense Income. The Licensee shall pay the University an earned royalty at 15 percent of the Sublicense Income.

Generic Products. In the event that during the Royalty Term for a Licensed Product in a country in the Territory, unit sales of all Generic Products in the relevant country in a calendar quarter equal or exceed [***] of the sum of unit sales of such Licensed Product, then, commencing upon the following calendar quarter and for so long as the sales of the Generic Product in such country in a calendar quarter continue to equal or exceed [***] of the sum of unit sales of such Licensed Products, the Net Sales royalty rates set forth in Section 2(c) of Appendix A, above, with respect to Net Sales in such country, will be reduced by [***].

Royalty Stacking. In the event Licensee is of the reasonable view that it must enter into a license with a third party and agrees to pay a royalty thereunder in order to practice the Licensed Patents or to develop, make, use or sell a Licensed Product, then the Net Sales royalty applicable to such Licensed Product and owed to the University for the reporting period in which the payment is made may be reduced by [***] the amount of such third party royalty; provided, however, that the royalty paid to the University by Licensee may not be reduced by more than [***] in any reporting period.

Minimum Net Sales Royalty Payment. In no event may the Net Sales royalty payments due in any reporting period be reduced by more than [***] of the unadjusted royalty payment that would be due in the absence of royalty stacking reductions, Combination Products reductions, and Generic Product reductions.

Timing or Reporting and Payment Obligations. The Licensee shall

prepare a [***] Royalty Report pursuant to Article 6 Reports. Records and Audits and Appendix C, Form of Royalty Report; and

submit the earned royalty payment, if any

No Multiple Royalties. No multiple royalties are payable in the event any Licensed Products are covered by more than one of the Licensed Patents.

Interest. Licensee shall pay past payments including interest at either the rate of [***], whichever is less.

Payments After License Termination. After the Agreement terminates, the Licensee shall continue to submit earned royalty payments and reports required by Article 6 of this Agreement, until all Licensed Products made or imported under this Agreement have been sold and until all sublicense payments have been received by Licensee.

Tax-exempt. All payments due under this Agreement shall be made without deduction for taxes, assessments, or other charges of any kind that may be imposed on the University by any government outside of the United States or any political subdivision of such government with respect to any amounts payable to the University pursuant to this Agreement. All such taxes, assessments, or other charges shall be assumed by the Licensee.

Payments. The Licensee shall make or cause its Sublicensee to make all payments to the University payable to “The Regents of the University of Colorado’’ and mail them to the following address:

Licensee Due Diligence Milestones and Obligations

Due Diligence Milestones. The Licensee shall use, or shall cause its Sublicensee(s) to use, commercially reasonable efforts to develop, manufacture, sublicense, market and sell one or more Licensed Products in the Fields of Use and the Territory in accordance with the milestones defined here.

Mandatory Sublicensing. [***]

Miscellaneous Terms:

[***]

Diligence Reports General: Pursuant to Article 6 of this Agreement, the Licensee is obligated to submit Diligence Reports. The Licensee shall submit the following:

A development plan initiated within [***] of securing the exclusive license agreement that covers a period of [***] from delivery.

An annual Diligence Report within [***] and mark it as confidential.

Diligence Report Details The Licensee shall include the following items in the Diligence Report:

Development Report (4-8 paragraphs)

Future development activities (4-8 paragraphs)

Changes to initial development plan (2-4 paragraphs)

Additional items to be provided: