Amendment No. 8 to License Agreement between Insmed Incorporated and PARI Pharma GmbH, effective as of December 19, 2018

This eighth amendment (“Amendment No. 8”) effective 19^th December 2018 (“Amendment No. 8 Effective Date”) to the License Agreement dated and effective the 25^th of April 2008 between PARI Pharma GmbH, a German corporation with a principal place of business at Moosstrasse 3, D-82319 Starnberg, Germany (“PARI”) and Transave, Inc., a Delaware corporation, as amended by Amendment No. 1 the 24^th day of June 2009, Assignment and Amendment No. 2 the 22^nd day of December 2010, Amendment No. 3 the 6^th day of March 2012, Amendment No. 4 the 21^st day of May 2012, Amendment No. 5 the 5^th day of October 2015, Amendment No. 6 the 9^th day of October 2015 and Amendment No. 7 the 21^st day of July 2017 (collectively, the “Agreement”), is entered into between PARI and Insmed Incorporated (successor in interest to Transave, Inc.), with registered offices at 10 Finderne Avenue, Building 10, Bridgewater, NJ  08807-3365 (“Insmed”). PARI and Insmed shall be referred to collectively as the “Parties”.

WHEREAS, the Parties entered into a certain commercialization agreement effective as of July 8^th, 2014 (the “Commercialization Agreement”); and

WHEREAS, the Parties now desire to amend the terms and conditions of the Agreement to reflect certain business discussions between the Parties.

NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants, terms and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.Definitions. Capitalized terms used but not defined in this Amendment No. 8 shall have the meanings ascribed to them in the Agreement.

2.The Parties agree Section [***] of the Agreement is not applicable.

3.A new Section 6.5 is hereby added which shall read as follows:

“6.5     Training. [***]”

4.Royalty Report. Section 9.2 of the Agreement is hereby amended by adding the following to the end of the section:

“The report and calculation of royalties as set forth in this Section 9.2 of the Agreement shall contain a detailed listing of all deductions (i) as set forth in the definition of the term “Net Sales”, (ii) [***] and (iii) [***]. A sample report and calculation of royalties, for example and illustrative purposes only, is attached as Exhibit 9.2.”

5.Exhibit 9.2. The Agreement is hereby amended by adding the attached Exhibit 9.2 as Exhibit 9.2 to the Agreement.

6.Miscellaneous. Upon execution, this Amendment No. 8 shall be made part of the Agreement and shall be incorporated therein by reference. Except as provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 8 as of the Amendment No. 8 Effective Date indicated above.

Insmed Incorporated            PARI Pharma GmbH

By: /s/ William H. Lewis            By: /s/ Dr. Martin Knoch        

Name: William H. Lewis            Name: Dr. Martin Knoch    

Title: CEO & President            Title: President

Date: December 21, 2018            Date: December 19, 2018