License Agreement, dated as of March 19, 2019, by and between the Registrant and President and Fellows of Harvard College (Harvard)

1. Definitions.

2. License.

2.1 License Grants

2.2 Reservation of Rights

2.3 Affiliates

2.4 Sublicenses

2.5 Breach by Sublicensee

2.6 No Other Grant of Rights

3. Development and Commercialization.

3.1 Diligence

3.2 Initial Development Plan

3.3 Extensions to Development Milestones.

3.4 Second Product Development Milestones

3.5 Reporting

3.6 Failure to Meet Development Milestone

4. Consideration for Grant of License.

4.1 Equity

4.2 Annual License Maintenance Fees

4.3 Milestone Payments

4.4 Royalty on Net Sales

4.5 Patent Challenge

4.6 Non-Royalty Sublicense Income

4.7 Success Payments

5. Reports; Payments; Records.

5.1 Reports and Payments

5.2 Payment Currency

5.3 Records; Audit

5.4 Late Payments

5.5 Payment Method

5.6 Withholding and Similar Taxes

6. Patent Filing, Prosecution and Maintenance.

6.1 Control

6.2 Expenses

6.3 Abandonment

6.4 Patent Term

6.5 Marking

7. Enforcement of Patent Rights.

7.1 Notice

7.2 Suit by Licensee

7.3 Suit by Harvard

7.4 Own Counsel

7.5 Cooperation

7.6 Defense of Patent Rights

8. Representation; Warranties and Covenants.

8.1 Representations and Warranties

8.2 No Other Warranties

8.3 Compliance with Law

8.4 Limitation of Liability

9. Indemnification and Insurance.

9.1 Indemnity

9.2 Insurance

10. Term and Termination.

10.1 Term

10.2 Termination

10.3 Effect of Termination

10.4 Continuation of Covenant Not to Sue

10.5 Survival

11. Miscellaneous.

11.1 Confidentiality

11.2 Preference for United States Industry

11.3 No Security Interest

11.4 Publicity

11.5 Use of Name

11.6 Entire Agreement

11.7 Notices

11.8 Dispute Resolution

11.9 Governing Law and Jurisdiction

11.10 Binding Effect

11.11 Headings

11.12 Counterparts

11.13 Amendment; Waiver

11.14 No Agency or Partnership

11.15 Assignment and Successors

11.16 Force Majeure

11.17 Construction; Interpretation

11.18 Severability

any product containing [***] that are modified to do each of the following:

any product, the manufacture, use, sale, offer for sale, performance or import of which is Covered by a Valid Claim within the Patent Rights

any service using any product described above in the foregoing clauses (1) or (2).

License Grants.

Exclusive License Grant. Subject to the terms and conditions set forth in this Agreement, Harvard hereby grants to Licensee an exclusive, worldwide, royalty-bearing license, sublicensable solely in accordance with Section 2.3 (Affiliates) and Section 2.4 (Sublicenses), (a) under Harvard’s interests in the [***] Patent Rights, solely to make, have made, use, offer for sale, sell, have sold and import Licensed Products and to otherwise practice under the [***] Patent Rights, in each case, solely within the Therapeutics Field, and (b) under Harvard’s interests in the [***] Patent Rights, solely to make, have made, use, offer for sale, sell, have sold and import Licensed Products and to otherwise practice under the [***] Patent Rights, in each case, solely within the [***] Field.

Non-Exclusive License Grant. Subject to the terms and conditions set forth in this Agreement, Harvard hereby grants to Licensee a non-exclusive, royalty-bearing license, sublicensable solely in accordance with Section 2.3 (Affiliates) and Section 2.4 (Sublicenses), under Harvard’s interests in the [***] Patent Rights and the Know-How, solely to make, have made, use, offer for sale, sell, have sold and import Licensed Products and to otherwise practice under and exploit the [***] Patent Rights and Know-How, in each case, solely within the Therapeutics Field. The non-exclusive license granted above under Harvard’s interests in the [***] Patent Rights is restricted to the United States and any other Additional Jurisdiction in which Harvard obtains the rights to grant such license pursuant to Section 2.1.4 (Additional License Efforts), and the non-exclusive license granted above under the Know-How is granted on a worldwide basis.

Covenant Not to Sue. Notwithstanding any provision in this Agreement to the contrary, Harvard hereby covenants, to the extent permitted by Applicable Law, that it shall not, during the Term, assert or cause to be asserted against any Covenant Beneficiary any claim of infringement under any [***] Patent Rights with respect to the manufacture, use, sale, offer for sale or import of the Licensed Products by any Licensee or any Licensed Affiliate or Sublicensee within the scope of the license granted in Section 2.1.2 (Non-Exclusive License Grant). If Harvard sells, assigns, exclusively licenses or otherwise transfers any right of enforcement in the Therapeutics Field under any [***] Patent Right to a Third Party, then Harvard will require such purchaser, assignee, licensee or transferee to agree in writing to be bound by the same covenant to the same extent as made by Harvard in this Section 2.1.3 (Covenant Not to Sue).

Additional License Efforts. Harvard and Licensee acknowledge that the license granted to Licensee in Section 2.1.2 (Non-Exclusive License Grant) under the [***] Patent Rights is limited to a non-exclusive grant only within the United States due in part to the rights thereunder held by an existing Third Party co-owner of the [***] Patent Rights. For [***] after the Effective Date, Harvard will work in good faith to obtain the right from such third party to grant to Licensee rights under the [***] Patent Rights outside of the United States and will regularly provide to Licensee, upon request (but no more frequently than [***] in any calendar quarter) updates regarding Harvard’s progress and status with respect to obtaining such rights. To the extent that Harvard is successful in obtaining the right from such Third Party to grant to Licensee rights under the [***] Patent Rights in jurisdictions outside of the United States, then Harvard will promptly provide written notice to Licensee of such additional jurisdictions, and at Licensee’s election in its sole discretion upon written notice to Harvard, as applicable, the license granted to Licensee in Section 2.1.2 (Non-Exclusive License Grant) under the [***] Patent Rights will automatically be expanded to include all such additional jurisdictions so designated by Licensee (each, an “Additional Jurisdiction”).

Reservation of Rights. Notwithstanding any provision in this Agreement to the contrary:

Harvard retains the right, for itself and for other not-for-profit research organizations, to practice under the Patent Rights within the scope of the license granted above, solely for academic research, educational and scholarly purposes;

the United States federal government retains rights in the Patent Rights pursuant to 35 U.S.C. §§ 200-212 and 37 C.F.R. § 401 et seq., and any right granted in this Agreement greater than that permitted under 35 U.S.C. §§ 200-212 or 37 C.F.R. § 401 et seq. will be subject to modification as may be required to conform to the provisions of those statutes and regulations; and

Licensee agrees that the licenses granted by Harvard to Licensee hereunder shall not include any license under the Patent Rights for human germline modification, including [***] (“Human Germline Modification”), and Licensee agrees that it shall not use, and shall not permit its Affiliates to use the Patent Rights for Human Germline Modification.

Affiliates. The licenses granted to Licensee under Section 2.1 (License Grants) includes the right to have some or all of Licensee’s rights or obligations under this Agreement exercised or performed by one or more of Licensee’s Affiliates that is not a Restricted Affiliate and that Licensee designates as a licensed Affiliate under this Agreement by providing written notice to Harvard of such designation (each such Affiliate a “Licensed Affiliate”). Subject to compliance with the terms of this Section 2.3 (Affiliates), a Licensed Affiliate will have the benefit of all rights (including all licenses) and remedies of Licensee under this Agreement. Accordingly, in this Agreement “Licensee” will be interpreted to mean “Licensee or its Licensed Affiliates”, in each case, where necessary to give each Licensed Affiliate the benefit of the rights and remedies provided to Licensee in this Agreement; provided that (a) Licensee shall remain responsible for the performance of such Licensed Affiliate and any act or omission taken or made by any Licensed Affiliate under this Agreement will be deemed an act or omission by Licensee under this Agreement; (b) solely with respect to Licensed Affiliates of Licensee that are not wholly-owned Subsidiaries, prior to any such Licensed Affiliate exercising or performing any of Licensee’s rights or obligations under this Agreement, such Licensed Affiliate shall agree in writing with Licensee to be bound by the terms and conditions of this Agreement as if it were Licensee hereunder, including specific written agreement (i) to indemnify, defend and hold Indemnitees harmless, and carry insurance, under the same terms as Article 9 (Indemnification and Insurance), (ii) that the Indemnitees are express third party beneficiaries of such writing, and (iii) prior to exercising or performing any of Licensee’s rights or obligations under this Agreement, such Affiliate shall agree in writing that it shall not practice the license under the Patent Rights for Human Germline Modification; and (c) any assumption of rights or obligations by Licensed Affiliates under this Agreement shall not relieve Licensee of any of its obligations under this Agreement. Licensee shall provide Harvard with a copy of any such agreement described in subclause (b) above; provided that Licensee shall be entitled to redact sensitive information not reasonably required to monitor Licensee’s and such Licensed Affiliate’s compliance with their obligations hereunder and enforce Harvard’s rights under this Agreement. Harvard shall keep all such copies in its confidential files and shall use them solely for the purpose of monitoring Licensee’s compliance with their obligations hereunder and enforcing Harvard’s rights under this Agreement. The obligations of any Licensed Affiliate, as “Licensee” hereunder, shall survive the termination of such agreement with Licensee or such status as a Licensed Affiliate, to the extent such obligations under this Agreement, as applied to Licensee, survive termination of this Agreement.

Sublicenses.

Sublicense Grant. Licensee (and any Sublicensee at any tier) will be entitled to grant Sublicenses to Third Parties or Affiliates under the licenses granted pursuant to Section 2.1 (License Grants) subject to the terms of this Section 2.4 (Sublicenses); provided, however, that no Sublicense may be granted under the license granted pursuant to Section 2.1.2 (Non-Exclusive License Grant) except in connection with a Sublicense of the rights granted under the license granted pursuant to Section 2.1.1 (Exclusive License Grant). Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement.

Sublicense Agreements. Licensee and any Sublicensee shall grant Sublicenses pursuant to written agreements for consideration, which will be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements will contain, among other things, the following:

all provisions necessary to ensure Licensee’s ability to perform its obligations under this Agreement;

a section requiring Sublicensee (other than an Affiliate that is not a Restricted Affiliate and is either a wholly-owned Subsidiary of Licensee or, following a Change of Control, otherwise has one hundred percent common ownership with Licensee) to indemnify, defend and hold Indemnitees harmless and carry insurance under the same terms set forth in Article 9 (Indemnification and Insurance), which also will state that the Indemnitees are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification;

a statement that Harvard is an intended third-party beneficiary of such Sublicense for the purpose of enforcing all patent challenge, indemnification and insurance provisions of such Sublicense and enforcing the right to terminate such Sublicense for breach of the indemnification and insurance provisions of such Sublicense;

a provision clarifying that, in the event of termination of the licenses set forth in Section 2.1 (License Grants) (in whole or in part (e.g., termination in a particular country)), any existing Sublicense agreement shall terminate to the extent of such terminated license, subject to the terms of Section 10.3.1.2 (Direct Licenses);

a provision requiring Sublicensee to comply with Section 8.3 (Compliance with Law) and Section 11.5 (Use of Name);

a provision requiring the Sublicensee to agree that it shall not use the Patent Rights for Human Germline Modification; and;

a provision prohibiting the Sublicensee from assigning the Sublicense agreement without the prior written consent of Harvard, except that any such Sublicensee may assign the Sublicense agreement to an Affiliate of such Sublicensee or to a successor in connection with the merger, consolidation or sale, lease or other transfer of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing to be bound by the terms of such Sublicense agreement.

Delivery of Sublicenses. Licensee shall furnish Harvard with a fully executed copy of any Sublicense agreement, promptly after its execution. Harvard shall keep all such copies in its confidential files and shall use them solely for the purpose of monitoring Licensee’s and Sublicensees’ compliance with their obligations hereunder and enforcing Harvard’s rights under this Agreement. Licensee shall be entitled to redact sensitive information not reasonably required to monitor Licensee’s and Sublicensee’s compliance with their obligations hereunder and enforce Harvard’s rights under this Agreement. No financial information may be redacted from any Sublicenses, except for Sublicenses granted to wholly-owned Subsidiaries of Licensee or to Affiliates of Licensee that are not Restricted Affiliates and that share one hundred percent common ownership with Licensee following a Change of Control, but only for so long as such Sublicensees retain such status as wholly-owned Subsidiaries or as sharing one hundred percent common ownership with Licensee.

Breach by Sublicensee. Licensee shall be responsible for any breach of a Sublicense agreement by any Sublicensee that results in a material breach of this Agreement and will have the right to cure any such breach in accordance with the terms of Section 10.2.2 (Termination for Default) or by terminating the applicable Sublicense in accordance with the terms thereof. In addition, Licensee shall remain responsible for the performance of any Sublicensee that is a Subsidiary of Licensee, and any act or omission taken or made by any such Subsidiary Sublicensee under this Agreement will be deemed an act or omission by Licensee under this Agreement.

No Other Grant of Rights. Except as expressly provided herein, nothing in this Agreement will be construed to confer any ownership interest, license or other rights upon Licensee by implication, estoppel or otherwise as to any technology, intellectual property rights, products or biological materials of Harvard, or any other entity, regardless of whether such technology, intellectual property rights, products or biological materials are dominant, subordinate or otherwise related to any Patent Rights.

Development and Commercialization.

Diligence.

General. Licensee shall, directly or through its Affiliates or Sublicensees (i) use Commercially Reasonable Efforts to (a) develop Licensed Products in accordance with the Development Plan, and (b) market Licensed Products following receipt of Regulatory Approval for such Licensed Products in a market; and (ii) achieve each of the Development Milestones within the time periods specified in Exhibit 3.1.1, as they may be extended in accordance with this Agreement.

Developing Countries. If at any time beginning [***] years after receipt of Regulatory Approval of any Licensed Product in a first country, Licensee is unable or unwilling to sell such Licensed Product or equivalent on a locally-affordable basis in any Developing Country(ies) in which such Licensed Product is not then available on a locally-affordable basis, and for which there is a bona fide third party company with sufficient resources that is willing to be a Sublicensee, then, at Harvard’s request, Licensee will negotiate in good faith a Sublicense agreement with any such potential Sublicensee.

Initial Development Plan. No later than [***] months after the Effective Date, Licensee will provide to Harvard a written Development Plan for the development of Licensed Products, which plan will include: (a) the material development activities to be conducted by or on behalf of Licensee with respect to the Licensed Products, with timelines for [***], and Licensee’s progress towards achieving the Development Milestones set forth in Exhibit 3.1.1 and (b) the estimated timelines on which Licensee believes, in its good faith judgment, that it will achieve such Development Milestones. Licensee may, from time to time, make such adjustments to the then current Development Plan using its good faith judgment.

Extensions to Development Milestones. Harvard recognizes that there are uncertainties associated with the development of products and the regulatory process required by the FDA (and foreign Regulatory Authorities that are equivalent to the FDA), and that Licensee may from time to time request to amend the Development Milestones set forth in Exhibit 3.1.1 prior to Licensee’s failure to meet any such Development Milestone. Accordingly, upon such written request by Licensee, Harvard agrees to extend the Development Milestones set forth in Exhibit 3.1.1 (by amending such exhibit) for a reasonable and appropriate period of time to be agreed by the parties at the time of such request if Licensee includes in its request for such an extension (a) a reasonable explanation for Licensee’s failure to achieve one or more Development Milestones by the applicable deadlines for achievement thereof set forth in Exhibit 3.1.1 (which reasonable explanation will not include lack of finances of Licensee) and (b) a reasonable update to the Development Plan to continue to progress the development of the Licensed Products, including the dates on which Licensee believes, in its good faith judgement, that it will achieve the updated or amended Development Milestones that Licensee has not achieved to date. If Licensee does not notify Harvard of Licensee’s expected failure to meet any Development Milestone prior to the applicable deadline for such Development Milestone set forth in Exhibit 3.1.1, Harvard shall have no obligation to extend any such Development Milestone under this Section 3.3 and may assert its right to terminate this Agreement in accordance with Section 10.2.2 upon failure of Licensee to meet any such Development Milestone.

Second Product Development Milestones. If Licensee commences a Phase 2 Clinical Study for a Licensed Product, or, if Licensee commences a Phase 3 Clinical Study without first conducting a Phase 2 Clinical Study, then, following the FSFD in such a Phase 2 Clinical Study or Phase 3 Clinical Study, as the case may be, for the first Licensed Product (“Second Product Development Milestone Trigger Date”), the parties will agree in good faith upon the deadlines by which Licensee will achieve the development and commercialization milestones for a second Licensed Product, which, upon agreement thereon, will be set forth on an amendment to Exhibit 3.1.1 (the “Second Product Development Milestones”). In determining the deadlines for achievement of each Second Product Development Milestone, the parties will reasonably consider all relevant factors, including [***]. The Second Product Development Milestones shall be subject to Harvard’s written approval, not to be unreasonably withheld. If Harvard does not approve

Reporting. Within [***] days after the end of each Calendar Year, Licensee shall furnish Harvard with a high-level written report summarizing its and its Affiliates’ and its Sublicensees’ efforts during the prior Calendar Year to develop and commercialize Licensed Products, including: (a) research and development activities; (b) commercialization or other distribution efforts; and (c) marketing efforts. Together with each report, Licensee shall provide Harvard with a copy of the then current Development Plan.

Failure to Meet Development Milestone. Subject to any extension that may be agreed upon in accordance with Section 3.3 (Extensions to Development Milestones), if Licensee fails to meet one or more Second Product Development Milestones by the deadline set forth in Exhibit 3.1.1, then Harvard may hold Licensee in breach of this Agreement and the terms of Section 10.2.2 (Termination for Default) will apply.

Consideration for Grant of License.

Equity.

Initial Issuance. In accordance with the terms of the Stock Issuance Agreement substantially in the form set forth at Exhibit 4.1, Licensee shall, on the Effective Date and concurrent with the execution of this Agreement, as partial consideration for the licenses granted hereunder, issue to Harvard [***] shares of Licensee’s Series A Preferred Stock (the “Shares”).

Representations and Warranties. Licensee represents and warrants to Harvard that:

the capitalization table as provided by Licensee to Harvard upon issuance of the Shares (the “Cap Table”), sets forth all of the capital stock of Licensee on a Fully-Diluted Basis as of the date of issuance of the Shares;

(a) other than as set forth in the Cap Table, as of the date of issuance of the Shares, there are no outstanding shares of capital stock, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase or acquire from Licensee any capital stock of Licensee and there are no contracts or binding commitments providing for the issuance of, or the granting of rights to acquire, any capital stock of Licensee or under which Licensee is, or may become, obligated to issue any of its securities; (b) the Shares, when issued pursuant to the terms hereof, shall, upon such issuance, be duly authorized, validly issued, fully paid and nonassessable; and (c) the Shares represent no less than [***] percent ([***]%) of all of Licensee’s capital stock, on a Fully-Diluted Basis, as of the achievement of the Financing Threshold.

Information. Licensee will deliver to Harvard:

as soon as practicable, but in any event within [***] days after the end of each fiscal year of Licensee (a) a balance sheet as of the end of such year, (b) statements of income and of cash flows for such year, and a comparison between (i) the actual amounts as of and for such fiscal year and (ii) the comparable amounts for the prior year and as included in the budget for such year, with an explanation of any material differences between such amounts and (c) a statement of stockholders’ equity as of the end of such year, all prepared in accordance with GAAP (all such financial statements shall be audited and certified by independent public accountants of at least regionally recognized standing selected by Licensee unless the board of directors of Licensee determines that such audit is not necessary for such fiscal year and if the board of directors has made such determination, such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);

as soon as practicable, but in any event within [***] days after the end of each of the first three (3) quarters of each fiscal year of Licensee, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter;

as soon as practicable, but in any event within [***] days after the end of each of the first three (3) quarters of each fiscal year of Licensee, a statement showing the number of shares of each class and series of capital stock and securities of Licensee convertible into or exercisable for shares of capital stock outstanding at the end of the period, the common stock of Licensee issuable upon conversion or exercise of any outstanding securities convertible or exercisable for common stock of Licensee and the exchange

as soon as practicable, but in any event [***] days before the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the board of directors of Licensee and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by Licensee; and

if, for any period, Licensee has any subsidiary whose accounts are consolidated with those of Licensee, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of Licensee and all such consolidated subsidiaries.

Annual License Maintenance Fees. Licensee shall pay Harvard annual license maintenance fees (“Maintenance Fees”) as follows:

Milestone Payments.

Product Milestone Payments. With respect to each of the first [***] Licensed Products to reach each Milestone Event set forth in Table 4.3.1, regardless of whether such milestone is achieved by Licensee or any Affiliate or Sublicensee of Licensee, Licensee shall pay Harvard the milestone payments (a) set forth in Column (A) of Table 4.3.1 below prior to a Change of Control of Licensee and (b) set forth in Column (B) of Table 4.3.1 below following the consummation of a Change of Control of Licensee.

Milestone Payment (U.S. Dollars)

Up-Front and Financing Milestone Payments.

License Fee. Licensee shall pay to Harvard [***], payable within [***] days after receipt of an invoice from Harvard for such amount, but which payment obligation shall accrue immediately upon the Effective Date of this Agreement.

Series B Financing. Licensee shall pay to Harvard [***] upon Licensee’s receipt of any amount of cash investment from any of its investors in connection with the issuance of Licensee’s Series B Preferred Stock.

Notification of Milestones Events. Licensee shall notify Harvard in writing within [***] days following the achievement of the milestone events described in Section 4.3.1 (Product Milestone Payments) and Section 4.3.2.2 (Series B Financing), and shall make the appropriate payment within [***] days after the achievement of such milestone event.

Separate Products. The milestone payments set forth in Table 4.3.1 shall not be payable with respect to a subsequent achievement of the same Milestone Event (a) by a Licensed Product that is a replacement for another Licensed Product, the development of which has been discontinued after achievement of such same Milestone Event, if Licensee paid Harvard the applicable milestone payment for

Skipped Milestone. Milestone Events #1-#5 set forth in Table 4.3.1 are intended to be successive. If a Licensed Product is not required to undergo any of Milestone Events #1-#5 set forth in Table 4.3.1 associated with a particular milestone payment for a given Licensed Product (“Skipped Milestone”), then such Skipped Milestone will be deemed to have been achieved upon the achievement by the same Licensed Product of the next successive milestone (“Achieved Milestone”). Payment for any Skipped Milestone that is owed in accordance with the provisions of Section 4.3.1 (Product Milestone Payments) shall be due within [***] days after Licensee becomes aware of the achievement of the Achieved Milestone. For clarity, Regulatory Approval in a jurisdiction shall not trigger payment of another Regulatory Approval milestone in any other jurisdiction (for example, first Regulatory Approval in the EU shall not trigger a payment obligation for first Regulatory Approval in the United States as a Skipped Milestone and vice versa, and first Regulatory Approval in Japan shall not trigger a payment obligation for First Regulatory Approval in the United States or Europe, nor vice versa).

Royalty on Net Sales.

Rate. Licensee shall pay Harvard, on a country-by-country basis, (a) an amount equal to [***]percent ([***]%) of Net Sales in each Calendar Quarter of each Licensed Product, to the extent such Licensed Product is or has been a Covered Product in the applicable country, subject to any permitted reductions to such rate under Section 4.4.2 (Royalty Term), Section 4.4.3 (Third Party Royalty Set-Off) and Section 4.4.5 (Loss of Market Exclusivity) and (b) an amount equal to [***] percent ([***]%) of Net Sales in each Calendar Quarter of each Licensed Product that is a Non-Covered Product in any applicable country, without any reduction under any provision of this Agreement.

Royalty Term. On a Licensed Product-by-Licensed Product and country-by country basis, in each country in which a Licensed Product has been Covered by any issued Valid Claim in such country prior to the date on which any such Valid Claim ceases to be a Valid Claim in such country, royalties shall be paid on Net Sales of such Licensed Product commencing upon First Commercial Sale of such Licensed Product in such country until the latest of: (a) the date on which the last Valid Claim within the Patent Rights Covering the applicable Licensed Product in such country ceases to be a Valid Claim in such country; (b) the date on which the period of regulatory exclusivity associated with such Licensed Product in such country expires; or (c) [***] years after the First Commercial Sale of such Licensed Product in such country (the “Covered Product Royalty Term”). On a Licensed Product-by-Licensed Product and country-by-country basis, if royalties on a Licensed Product that has been Covered by any issued Valid Claim in such country prior to the date on which any such Valid Claim ceases to be a Valid Claim in such country are payable under this Section 4.4.2 (Royalty Term) after the later of (i) the date on which the last Valid Claim within the Patent Rights Covering the applicable Licensed Product in such country ceases to be a Valid Claim in such country and (ii) the date on which the period of regulatory exclusivity associated with such Licensed Product in such country expires, then the royalty rate applied to Net Sales of such Licensed Product shall be reduced to a rate of [***] percent ([***]%) and applied to Net Sales of such Licensed Product in such country during the remainder of the Royalty Term of such Licensed Product in such country. On a Licensed Product-by-Licensed Product and country-by-country basis, in each country in which a Non-Covered Product is sold, royalties shall be paid on Net Sales of such Non-Covered Product in such Calendar Year commencing upon First Commercial Sale of such Non-Covered Product in such country until the date [***] years after the First Commercial Sale of such Non-Covered Product in such country (the “Non-Covered Product Royalty Term,” together with the Covered Product Royalty Term, each a “Royalty Term”).

Third Party Royalty Set-Off. If Licensee makes any running royalty payments to a Third Party based on Net Sales of Covered Products (but not any Independent Component included in any such Covered Product) pursuant to a written agreement or as otherwise legally required (whether by court order or other legally binding written commitment), in each case, with respect to a grant of rights under any Third Party Patents (as well as, if applicable, related know-how), then it may offset up to [***] ([***]%) of any such running royalty payments due and payable to such Third Party with respect to sales of Covered Products in such country in such Calendar Quarter against the royalty payments that are due to Harvard under Section 4.4.1 (Rate) with respect to Net Sales of such Covered Products in such country in such Calendar Quarter, during that period of the Covered Product Royalty Term in such country prior to any reduction of such royalty rate effected under Section 4.4.2 (Royalty Term). Notwithstanding any other provision in this Agreement providing a reduction in the royalty rate on Net Sales of a Licensed Product, in no event shall the royalty payments to Harvard with respect to any Covered Products be reduced below an effective rate of [***] percent ([***]%) on the Net Sales of such Covered Products.

Complex Consideration. Licensee acknowledges and agrees that the parties have chosen to apply set royalty rates and milestone payments to the rights granted under this Agreement for Licensee’s convenience in calculating and paying royalties and milestones. In doing so, Licensee acknowledges and agrees that certain royalty rates and milestones payments chosen incorporate discounts reflecting that certain products and services may not be Covered by the Valid Claims of the Patent Rights but may be based upon, derived from or use the Patent Rights or other licensed intellectual property rights, so that Licensee, unless explicitly provided otherwise in this Agreement, shall not be entitled to a reduction in the royalty rate or milestone payment, even if it does not at all times need or use a license to specific Patent Rights, until the end of the Royalty Term for such product or service.

Loss of Market Exclusivity. If a Loss of Market Exclusivity exists in a country with respect to a Covered Product, then the royalty rate for such Covered Product in such country shall be reduced by [***] percent ([***]%) of the applicable rate determined pursuant to Section 4.4.1 (Rate) during that period of the Covered Product Royalty Term prior to any reduction of such royalty rate effected under Section 4.4.2 (Royalty Term), provided that in no event shall the effective royalty rate applied to Net Sales of such Covered Product in such country be reduced as a result of the application of the terms of this Section 4.4.5 (Loss of Market Exclusivity) and Section 4.4.3 (Third Party Royalty Set-Off) to less than an effective rate of [***] percent ([***]%) on the Net Sales of such Covered Products. Once Loss of Market Exclusivity exists with respect to a Covered Product in a country, then it will be deemed to continue to exist thereafter with respect to such Covered Product in such country unless Harvard requests in writing that Loss of Market Exclusivity with respect to a Covered Product in a country be re-evaluated (which request may not be made more frequently than once in a Calendar Year), in which case the existence of such Loss of Market Exclusivity, and any corresponding reduction pursuant to this Section 4.4.5 (Loss of Market Exclusivity), shall depend on whether the criteria set forth in the definition of Loss of Market Exclusivity are still met with respect to such Licensed Product in such country.

Patent Challenge. If Licensee, its Affiliate or a Sublicensee (“Challenging Party”) takes any action that constitutes a Patent Challenge, then the fees, royalties, milestones and other amounts payable to Harvard under Section 4.2 (Annual License Maintenance Fees), Section 4.3 (Milestone Payments), Section 4.4 (Royalty on Net Sales) and Section 4.7 (Success Payments) with respect to the Patent Rights that are the subject of such Patent Challenge shall be doubled during the pendency of such Patent Challenge. If the outcome of such Patent Challenge is a determination against the Challenging Party, then (a) the fees, royalties, milestones and other amounts payable to Harvard under Section 4.2 (Annual License Maintenance Fees), Section 4.3 (Milestone Payments), Section 4.4 (Royalty on Net Sales) and Section 4.7 (Success Payments) with respect to the Patent Rights that are the subject of such Patent Challenge shall remain at such doubled rate, and (b) Licensee shall reimburse Harvard for the amount of all expenses incurred by Harvard (including reasonable attorneys’ fees) in connection with the defense of such Patent Challenge. Notwithstanding anything to the contrary set forth in this Agreement, as between the Parties and their respective Affiliates, the remedies set forth in the foregoing clauses (a)

Non-Royalty Sublicense Income. Licensee will pay Harvard a percentage of all Non-Royalty Sublicense Income, without deduction or apportionment of any kind, in accordance with the following:

Success Payments. Licensee shall make such payments (each, a “Win-State Payment” and collectively, the “Win-State Payments”) as are determined in accordance with Exhibit 4.7 hereto. Any acquirer, exclusive licensee or other transferee of all or substantially all of Licensee’s assets, or any successor entity to Licensee (each, an “Acquirer”), shall be obligated to assume Licensee’s obligations pursuant to this Section 4.7 (Success Payments) and Exhibit 4.7 hereto.

Reports; Payments; Records.

Reports and Payments.

Reports. Within [***] days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which Net Sales are generated or Non-Royalty Sublicense Income is received, Licensee shall deliver to Harvard a report containing the following information (in each instance, with a Licensed Product-by-Licensed Product and country-by-country breakdown):

the number of units of Licensed Products sold, leased or otherwise transferred by Invoicing Entities for the applicable Calendar Quarter;

the gross amount billed or invoiced for Licensed Products sold, leased or otherwise transferred by Invoicing Entities during the applicable Calendar Quarter;

a calculation of Net Sales of each Licensed Product for the applicable Calendar Quarter, including calculations identifying allowable deductions in the definition of Net Sales;

an accounting of all Non-Royalty Sublicense Income received during the applicable Calendar Quarter;

the total amount payable to Harvard in U.S. Dollars on Net Sales for each Licensed Product and Non-Royalty Sublicense Income, in each case, for the applicable Calendar Quarter, together with the exchange rates used for conversion; and

Licensee’s good faith determination of Harvard Case numbers for all Patent Rights that Licensee believes have Valid Claims covering the Licensed Products at such time (which will not be binding upon Licensee for any purposes hereunder).

Payment. Within [***] days after the end of each Calendar Quarter, Licensee shall pay Harvard all amounts due with respect to Net Sales and Non-Royalty Sublicense Income for the applicable Calendar Quarter.

Payment Currency. All payments due under this Agreement will be paid in U.S. Dollars. Conversion of foreign currency to U.S. Dollars will be made at the conversion rate existing in the United States (as reported in the Wall Street Journal) on the last working day of the applicable Calendar Quarter. Such payments will be without deduction of exchange, collection or other charges.

Records; Audit. Licensee shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records of Licensed Products that are made, used, sold, leased or transferred under this Agreement, any amounts payable to Harvard in relation to such Licensed Products and all Non-Royalty Sublicense Income received by Licensee and its Affiliates, which records shall contain sufficient information to permit Harvard to confirm the accuracy of any reports or notifications delivered to Harvard under Section 5.1 (Reports and Payments). Licensee or its Affiliates or its Sublicensees, as applicable, shall retain such records relating to a given Calendar Quarter for at least [***] years after the conclusion of the Calendar Year in which such Calendar Quarter falls, during which time Harvard will have the right, at its expense, to cause an independent, certified public accountant reasonably acceptable to Licensee to inspect such records during normal

Late Payments. Any payments by Licensee that are not paid on or before the date such payments are due under this Agreement will bear interest at the lower of (a) [***] percent ([***]%) simple interest per year and (b) [***]. Interest will accrue beginning on the first day following the due date for payment and will be compounded annually. Payment of such interest by Licensee shall not limit, in any way, Harvard’s right to exercise any other remedies Harvard may have as a consequence of the lateness of any payment.

Payment Method. Each payment due to Harvard under this Agreement shall be paid by check or wire transfer of funds to Harvard’s account in accordance with written instructions provided by Harvard on a timely basis. If made by wire transfer, then such payments shall be marked so as to refer to this Agreement.

Withholding and Similar Taxes. All amounts to be paid to Harvard pursuant to this Agreement shall be without deduction of exchange, collection or other charges and, specifically, without deduction of withholding or similar taxes or other government imposed fees or taxes, except as permitted in the definition of Net Sales; provided that Licensee shall be entitled to make payment to an account of Harvard held in the United States.

Patent Filing, Prosecution and Maintenance.

Control. Subject to [***] first rights to defend certain Patent Rights under Section 7.6 (Defense of Patent Rights), [***] will be responsible for and will diligently perform the preparation, filing, prosecution, protection, defense and maintenance of all Patent Rights using independent patent counsel reasonably acceptable to [***]. [***] will: (a) instruct such patent counsel to furnish [***] with copies of all correspondence relating to the Patent Rights from the United States Patent and Trademark Office (USPTO) and any other patent office, as well as copies of all proposed responses to such correspondence reasonably in time for [***] to review and comment on such response; (b) give [***] an opportunity to

Expenses. Subject to Section 7.3 (Suit by Harvard), Licensee shall reimburse Harvard for all documented, unreimbursed, out-of-pocket expenses incurred by Harvard pursuant to this Article 6 (Patent Filing, Prosecution and Maintenance) for any period in which this Agreement is in effect; provided that, with respect to the [***], Licensee shall reimburse Harvard for such expenses on a pro rata basis with any other licensees of such Patent Rights; and provided, further that, with respect to the [***], Licensee shall be obligated to reimburse Harvard for such expenses incurred pursuant to this Article 6 (Patent Filing, Prosecution and Maintenance) to the extent such amounts are not reimbursed by any other licensee. Licensee shall pay Harvard such amounts within [***] days after the date of each invoice from Harvard for such expenses. In addition, within [***] days after the Effective Date, Licensee shall reimburse Harvard for all documented, out-of-pocket expenses incurred by Harvard prior to the Effective Date with respect to the preparation, filing, prosecution and maintenance of Patent Rights that have not been reimbursed to Harvard by any other licensee, which amount totals [***] as of March 5, 2019.

Abandonment. If Licensee decides that it does not wish to pay for the preparation, filing, prosecution or maintenance of any Patent Rights in a particular country (“Abandoned Patent Rights”), then Licensee shall provide Harvard with prompt written notice of such election. Upon receipt of such notice by Harvard, [***]. Any license granted by Harvard to Licensee hereunder with respect to any Abandoned Patent Rights will terminate, and Licensee will have no rights whatsoever under such Abandoned Patent Rights. Harvard will then be free, without further notice or obligation to Licensee, to grant rights in and to such Abandoned Patent Rights to third parties.

Patent Term. Licensee will have the full and exclusive right and discretion to determine and control all filings of requests for patent term extensions, supplementary protection certificates or equivalents thereto in any country in the Territory of any patent included within the Patent Rights (other than the [***] Patent Rights if, at the applicable time, the license granted to Licensee under such patent rights remains non-exclusive at such time). Upon request of Licensee, Harvard will provide support, assistance and all necessary documents, in full executed form if needed, to Licensee for the purpose of supporting, filing, obtaining and maintaining any such patent term extensions, supplementary protection certificates or equivalents thereto.

Marking. Licensee shall, and shall cause its Affiliates and Sublicensees to, mark all Licensed Products sold or otherwise disposed of to the same extent as it marks products with its own patents in accordance with the applicable patent marking laws.

Enforcement of Patent Rights.

Notice. In the event either party becomes aware of any possible or actual infringement of (a) any [***] Patent Rights with respect to Licensed Products in the Therapeutics Field, (b) any [***] Patent Rights with respect to Licensed Products in the [***] Field (the actions set forth in the foregoing clauses (a) and (b), each an “Infringement”) or (c) any [***] Patent Rights, in each case ((a), (b) and (c)), that party shall promptly notify the other party and provide it with details regarding such Infringement.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Harvard and potential effects on the public interest in making its decision whether to sue. Should Licensee elect to bring suit against such an infringer, and Harvard is joined as party plaintiff in any such suit, then Harvard shall have the right to approve the counsel selected by Licensee to represent Harvard and Licensee, such approval not to be unreasonably withheld, and Licensee shall keep Harvard reasonably informed of the progress of the action and shall give Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to represent in good faith the validity or enforceability of the Patent Rights in the action within [***] days after becoming aware of the applicable Infringement or, or if Licensee’s license to a Patent Right in the suit terminates, then Harvard may elect to take control of the action pursuant to Section 7.3 (Suit by Harvard). Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to the prosecution, adjudication or settlement of such suit that Licensee elects to bring, including any related appeals, shall be paid for entirely by Licensee, and Licensee shall hold Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of Harvard, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Licensee exercises its right to sue pursuant to this Section 7.2 (Suit by Licensee), then it shall first reimburse itself out of [***]. If, after such reimbursement, any funds shall remain from said recovery, then [***].

Suit by Harvard. If Licensee does not take action in the prosecution, prevention, or termination of any Infringement pursuant to Section 7.2 (Suit by Licensee) above, and has not commenced negotiations with the infringer for the discontinuance of said actual Infringement, within [***] days after receipt of written notice to Licensee by Harvard of the existence of an Infringement, then Harvard may elect to do so. Should Harvard elect to bring suit against an infringer and Licensee joins (at its election), or is joined (by Harvard), as party plaintiff in any such suit, then Licensee shall have the right to approve the counsel selected by Harvard to represent Harvard and Licensee, such approval not to be unreasonably withheld. Any and all expenses, including reasonable attorneys’ fees, incurred by Licensee with respect to the prosecution, adjudication or settlement of such suit, including any related appeals, shall be paid for entirely by Harvard and Harvard shall hold Licensee free, clear and harmless from and against any and all such expenses. Harvard shall not compromise or settle such litigation without the prior written consent of Licensee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Licensee shall retain the sole authority to grant Sublicenses in its discretion. In the event Harvard exercises its right to sue pursuant to this Section 7.3 (Suit by Harvard), it shall first reimburse itself out of [***]. If, after such reimbursement, any funds shall remain from said recovery, then [***].

Own Counsel. Each party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted under this Article 7 (Enforcement of Patent Rights) by the other party for Infringement.

Cooperation. Each party agrees to cooperate fully in any action under this Article 7 (Enforcement of Patent Rights) that is controlled by the other party, provided that the controlling party reimburses the cooperating party promptly for any costs and expenses incurred by the cooperating party in connection with providing such assistance. This includes the obligation to be named as a party plaintiff or to join as a necessary or indispensable party in the other party’s permitted suits under Section 7.2 (Suit by Licensee) or Section 7.3 (Suit by Harvard), if needed for standing or otherwise necessary to pursue the suit; provided that in any suit brought by Licensee under Section 7.2 (Suit by Licensee), Licensee will not name Harvard as the first party plaintiff in such action without Harvard’s prior written consent. In addition, and notwithstanding anything to the contrary set forth in this Agreement, Licensee shall not be obligated to share with Harvard any privileged material or work product of Licensee related to any action under this Article 7 (Enforcement of Patent Rights) unless created by external counsel in the course of joint representation of both Harvard and Licensee.

Defense of Patent Rights. As between the parties, Licensee will have the first right, but not the obligation, to defend against a declaratory judgment action, inter partes review, opposition proceeding, post grant review, interference or other action initiated by a Third Party challenging any claims within the [***] Patent Rights or [***] Patent Rights in which Licensee and/or any of its Affiliates or Sublicensees are named defendants. Each party shall notify the other party in writing of any such action within [***] days after becoming aware of such action and Licensee shall notify Harvard as to whether or not Licensee elects to defend against such action within [***] days after receipt of service of process of such action. If Licensee does not notify Harvard within such [***] day period that it elects to

Representation; Warranties and Covenants.

Representations and Warranties.

By Harvard. Harvard represents and warrants that (a) Harvard has the authority and right to enter into and perform its obligations under this Agreement and grant the licenses granted to Licensee herein, (b) as of the Effective Date, to the best of the knowledge of Harvard’s Office of Technology Development, the execution, delivery and performance of this Agreement by Harvard does not conflict with, or constitute a breach of, any order, judgment, agreement or instrument to which it is a party or is otherwise bound, (c) as of the Effective Date, to the best of the knowledge of Harvard’s Office of Technology Development, no consent of any third party, including any governmental authority, is required for Harvard to execute, deliver and perform under this Agreement, including to grant the licenses granted to Licensee herein and (d) as of the Effective Date, except as designated on Exhibit 1.73, Harvard has received assignments from each of the inventors named on the patent applications listed on Exhibit 1.73 for each Patent Right, assigning to Harvard each such inventor’s entire right, title and interest in and to such Patent Rights. To the best of the knowledge of Harvard’s Office of Technology Development, as of the Effective Date, Harvard has not granted to a third party rights that are inconsistent with those granted to Licensee herein.

By Licensee. Licensee represents and warrants that (a) Licensee has the authority and right to enter into and perform its obligations under this Agreement, (b) as of the Effective Date, the best of Licensee’s knowledge, the execution, delivery and performance of this Agreement by Licensee does not conflict with, or constitute a breach of, any order, judgment, agreement or instrument to which it is a party or, to its knowledge, is otherwise bound and (c) as of the Effective Date, the best of Licensee’s knowledge, no consent of any third party, including without limitation any governmental authority, is required for Licensee to execute, deliver and perform under this Agreement.

No Other Warranties.

Harvard makes no representations or warranties other than those set forth in Section 8.1.1 (By Harvard).

Nothing contained herein shall be deemed to be a warranty by Harvard that it can or will be able to obtain patents on patent applications included in the Patent Rights, or that any of the Patent Rights will afford adequate or commercially worthwhile protection.

HARVARD MAKES NO WARRANTIES WHATSOEVER AS TO THE COMMERCIAL OR SCIENTIFIC VALUE OF THE PATENT RIGHTS OR KNOW-HOW. HARVARD MAKES NO REPRESENTATION THAT THE PRACTICE OF THE PATENT RIGHTS OR USE OF THE KNOW-HOW OR THE DEVELOPMENT, MANUFACTURE, USE, SALE OR IMPORTATION OF ANY LICENSED PRODUCT, OR ANY ELEMENT THEREOF, WILL NOT INFRINGE ANY PATENT OR PROPRIETARY RIGHTS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, PATENTS, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

Compliance with Law. Licensee will comply, and will ensure that its Affiliates and Sublicensees comply, with all local, state, federal and international laws and regulations relating to the development, manufacture, use, sale and importation of Licensed Products. Without limiting the foregoing, Licensee represents and warrants, on behalf of itself and its Affiliates and Sublicensees, that it shall comply with all United States laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other things, these laws and regulations prohibit or require a license for the export of certain types of commodities and technical data to specified countries. Licensee hereby gives written assurance that it will comply with, and will cause its Affiliates to comply with (and will contractually obligate its Sublicensees to comply with), all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its Affiliates or Sublicensees, and that it will indemnify, defend, and hold Indemnitees harmless (in accordance with Section 9.1 (Indemnity)) for the consequences of any such violation.

Limitation of Liability.

EXCEPT WITH RESPECT TO MATTERS FOR WHICH LICENSEE IS OBLIGATED TO INDEMNIFY INDEMNITEES UNDER ARTICLE 9, AND BREACHES OF ARTICLE 6 (PATENT FILING, PROSECUTION AND MAINTENANCE), SECTION 8.1.1 (BY HARVARD) OR SECTION 11.1 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

Harvard’s aggregate liability for all damages of any kind arising out of or relating to this Agreement or its subject matter under any contract, negligence, strict liability or other legal or equitable theory shall not exceed the sum of (a) all amounts paid to Harvard in cash under this Agreement plus (b) (i) to the extent Harvard has sold or otherwise received cash in consideration for the Shares (or any equity security of Licensee into which the Shares are converted), the total cash proceeds received by Harvard from such sale or disposition, and (ii) to the extent Harvard has not sold or otherwise disposed of the Shares for cash, the in-kind return of such Shares (or any equity security of Licensee into which the Shares are converted) from Harvard to Licensee.

Indemnification and Insurance.

Indemnity.

Of Harvard. Licensee shall indemnify, defend and hold harmless Harvard and its current and former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns (collectively, the “Indemnitees”) from and against any claim, suit, investigation, action, demand, judgment, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including reasonable attorneys’ fees and other costs and expenses of litigation or defense), based upon, arising out of, or otherwise relating to Licensee’s or its Affiliates’ or Sublicensees’ exercise of rights under this Agreement or any Sublicense or subcontract, including any cause of action relating to product liability concerning any product, process, or service made, used, sold or performed pursuant to any right or license granted under this Agreement (collectively, “Claims”) except to the extent any such Claim results from or arises out of the gross negligence or willful misconduct of such Indemnitee. No Affiliate of Licensee (other than an Affiliate controlling Licensee) shall have an obligation to indemnify Harvard for any Claim based upon, arising out of or otherwise relating to the exercise of rights under this Agreement by a different Licensed Affiliate or by any other person unless such Affiliate or other person is exercising rights granted by such first Affiliate or acting on such first Affiliate’s behalf or upon its instruction or advice. No Sublicensee shall have an obligation to indemnify Harvard for any Claim based upon, arising out of or otherwise relating to the exercise of rights under this Agreement by a different Sublicensee, Licensee, any Affiliate of Licensee or by any other person unless such different Sublicensee, Licensee or Affiliate or other person is exercising rights granted by such first Sublicensee or acting on such first Sublicensee’s behalf or upon its instruction or advice. Neither Licensee nor Harvard shall settle any Claim without the prior written consent of the other, which consent shall not be unreasonably withheld.

Procedure. The Indemnitees agree to provide Licensee with prompt written notice of any Claim for which indemnification is sought under this Agreement (in any event no later than [***] days after the Indemnitee learns of the earliest event that is part of the Claim); provided, however, that an Indemnitee’s delay in providing or failure to provide such notice shall not relieve Licensee of its indemnification obligations under this Agreement, except to the extent Licensee can demonstrate actual prejudice due to the delay or lack of notice. Licensee shall, at its own expense, provide attorneys reasonably acceptable to Harvard to defend against any such Claim. The Indemnitees shall cooperate with Licensee, at Licensee’s expense, in such defense and shall permit Licensee (or its designee) to conduct and control such defense and the disposition of such Claim (including without limitation all decisions relative to litigation, appeal and settlement); provided, however, that any Indemnitee shall have the right to retain its own counsel, at the expense of Licensee, if representation of such Indemnitee by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel; and provided, further, however, that Harvard also shall have the additional right to employ separate counsel and to participate in the defense of a Claim (as reasonably directed by Licensee) at its own expense (not subject to later indemnification). Harvard agrees to use diligent efforts to select counsel, and to cause any other Indemnitees affiliated with their respective institutions to select counsel, that minimizes the number of counsel retained by all Indemnitees if representation of an Indemnitee by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnitee and any other party represented by such counsel. Licensee agrees to keep counsel(s) for Indemnitees reasonably informed of the progress in the defense and disposition of such claim and to consult with Harvard with regard to any proposed settlement. Licensee shall not settle any Claim that has a materially adverse effect on the rights of any Indemnitee hereunder or that admits any liability by or imposes any obligation on any Indemnitee without the prior written consent of such Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. An Indemnitee may not settle any Claim without the prior written consent of Licensee, which consent shall not be unreasonably withheld, conditioned or delayed.

Insurance.

Beginning at the time any Licensed Product is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Licensee, or by an Affiliate, Sublicensee or agent of Licensee, Licensee shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than [***] per incident and [***] annual aggregate and naming the Indemnitees as additional insureds. During clinical trials of any such Licensed Product, Licensee shall, at its sole cost and expense, procure and maintain commercial general liability insurance in such equal or lesser amount as Harvard shall require, naming the Indemnitees as additional insureds. Such commercial general liability insurance shall provide: (a) product liability coverage and (b) broad form contractual liability coverage for Licensee’s indemnification obligations under this Agreement.

Licensee shall provide Harvard with written evidence of such insurance upon request of Harvard. Licensee shall provide Harvard with written notice at least [***] days prior to the cancellation, non-renewal or material change in such insurance.

Licensee shall maintain such commercial general liability insurance beyond the expiration or termination of this Agreement during (a) the period that any Licensed Product that is or has been a Covered Product is being commercially distributed or sold, and (b) for a period of at least [***] years after the end of such period referred to in (a) above.

Term and Termination.

Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10 (Term and Termination), shall continue in full force and effect until the expiration of the last to expire Valid Claim or, if later, the end of the final Royalty Term (the “Term”).

Termination.

Termination Without Cause. Licensee may terminate this Agreement for any reason upon [***] days’ prior written notice to Harvard.

Termination for Default.

In the event that either party commits a material breach of its obligations under this Agreement and fails to cure that breach within [***] days after receiving written notice thereof, which written notice explicitly states that it is a notice of material breach under this Section 10.2.2.1 (Termination for Default), the other party may terminate this Agreement immediately upon written notice to the party in breach. If a notice of termination is sent to Licensee and Licensee does not dispute such termination in good faith, then this Agreement will automatically terminate on the effective date of that notice. If Licensee disputes in good faith the existence, materiality or cure of the applicable material breach and provides written notice of such dispute to Harvard within the [***] day cure period above, then the parties agree to make good faith efforts to resolve such dispute informally. If the parties fail to reach resolution after such good faith efforts, and if Licensee diligently pursues resolution as to the occurrence of

If Licensee defaults in its obligations under Section 9.2 (Insurance) to procure and maintain insurance or, if Licensee has in any event failed to comply with the notice requirements contained therein, then Harvard may hold Licensee in breach of this Agreement and the terms of Section 10.2.2 (Termination for Default) will apply.

Bankruptcy. Harvard may terminate this Agreement upon written notice to Licensee if Licensee becomes insolvent, is adjudged bankrupt, applies for judicial or extra-judicial settlement with its creditors, makes an assignment for the benefit of its creditors, voluntarily files for bankruptcy or has a receiver or trustee (or the like) in bankruptcy appointed by reason of its insolvency, or in the event an involuntary bankruptcy action is filed against Licensee and not dismissed within [***] days, or if Licensee becomes the subject of liquidation or dissolution proceedings or otherwise discontinues business.

Termination without Prejudice. Each party’s right of termination in this Section 10.2 (Termination) shall be in addition and without prejudice to, and shall not constitute a waiver of, any right of such terminating party for recovery of any monies then due to it hereunder or any other right or remedy that such terminating party may have at law, in equity or under this Agreement.

Effect of Termination.

Termination of Rights.

Termination of Rights; Ineligible Sublicensees. Upon expiration or termination of this Agreement, in whole or in part, by either party pursuant to any of the provisions of Section 10.2 (Termination) or this Agreement:

the applicable rights and licenses granted to Licensee under Article 2 (License) shall terminate, all rights in and to and under the applicable Patent Rights will revert to Harvard and neither Licensee nor its Affiliates may make any further use or exploitation of the applicable Patent Rights;

except as otherwise set forth in this Section 10.3 (Effect of Termination), all other rights and obligations of the parties under this Agreement shall terminate, except that, solely in the event of termination of this Agreement by Licensee pursuant to Section 10.2.1 (Termination Without Cause), Licensee’s obligations under Section 4.3 (Milestone Payments), Section 4.4 (Royalty on Net Sales) and Section 4.6 (Non-Royalty Sublicense Income) in connection with any Non-Covered Products and any other Licensed Products that had previously been Covered by any Valid Claim (and all associated reporting and payment terms set forth under Section 5 (Reports; Payments; Records)) will survive, on a country-by-country basis, until the expiration of the applicable Non-Covered Product Royalty Term or the Covered Product Royalty Term, as the case may be, for each such Licensed Product, in the applicable country; and

any existing agreements that contain a Sublicense of rights terminated under this Agreement shall automatically terminate to the extent of such terminated rights [***] days following the effective date of termination of this Agreement; provided that if a Sublicensee is (i) an Affiliate of Licensee, (ii) in material default of any material provision of the applicable Sublicense such that Licensee would have the right to terminate the Sublicense or (iii) the basis for the termination of the Agreement is due to such Sublicensee’s actions or inactions ((i), (ii) and (iii) together, “Ineligible Sublicensees”), then the applicable Sublicense to which such Sublicensee is a party shall terminate effective immediately upon termination of this Agreement.

Direct Licenses. Upon termination of this Agreement, in whole or in part, under any of the provisions in Section 10.2 (Termination), each Sublicensee subject to potential automatic termination under this Section 10.3.1 (Termination of Rights) that is not an Ineligible Sublicensee shall have the right to enter into a direct license from Harvard (a “Direct License”) on substantially the same non-economic terms and conditions set forth in the Sublicense and on economic terms providing for the payment by such Sublicensee to Harvard of the consideration that otherwise would have been payable to Harvard if the applicable Sublicense and this Agreement were still simultaneously in effect. Harvard agrees to negotiate in good faith the final form of such Direct License on such

Accruing Obligations. Termination or expiration of this Agreement shall not relieve the parties of obligations accruing prior to such termination or expiration, including obligations to pay amounts accruing hereunder up to the effective date of termination or expiration, which accrued amounts the parties explicitly agree shall include any proceeds received by any Invoicing Entity during or after the Term of this Agreement to the extent derived from Net Sales made during any Royalty Term under this Agreement. After the effective date of termination or expiration (except in the case of termination by Harvard pursuant to Section 10.2 (Termination)), Licensee, its Affiliates and Sublicensees (a) may sell Licensed Products then in stock and (b) may complete the production of Licensed Products then in the process of production and sell the same; provided that, in the case of both (a) and (b), Licensee shall pay the applicable royalties and payments to Harvard in accordance with Article 4 (Consideration for Grant of License), provide reports and audit rights to Harvard pursuant to Article 5 (Reports; Payments; Records) and maintain insurance in accordance with the requirements of Section 9.2 (Insurance). The parties agree that the obligations in Section 4.1 (Equity), Section 4.3.2 (Up-Front and Financing Milestone Payments), Section 4.7 (Success Payments) and Section 6 (Patent Filing, Prosecution and Maintenance) (with respect to patent expenses incurred by Harvard prior to the Effective Date) will accrue immediately upon execution of this Agreement by both parties, regardless of invoice and payment timing details set forth therein, and shall therefor survive termination or expiration of this Agreement.

Regulatory Filings. Licensee shall have the exclusive right to prepare and present all regulatory filings necessary or appropriate in any country and to obtain and maintain any regulatory approval required to market Licensed Products in any such country. Licensee shall solely own all right, title and interest in and to all such regulatory approvals and filings.

Continuation of Covenant Not to Sue. Solely with respect to all activities of any Covenant Beneficiary that occurred prior to the effective date of termination of this Agreement, the covenant not to sue set forth in Section 2.1.3 (Covenant Not to Sue) will be perpetual, irrevocable and will continue to apply in accordance with its terms.

Survival. The parties’ respective rights, obligations and duties under Articles 5 (Reports; Payments; Records), 9 (Indemnification and Insurance), 10 (Term and Termination), and 11 (Miscellaneous), and Sections 4.1 (Equity), 4.2 (Annual License Maintenance Fees) (to the extent of payment obligations accruing prior to the effective date of expiration or termination), 4.3 (Milestone Payments), and 4.4.4 (Complex Consideration), shall survive any expiration or termination of this Agreement. In addition, Licensee’s obligations under Section 4.4 (Royalty on Net Sales), and 4.6 (Non-Royalty Sublicense Income) with respect to Sublicenses granted prior to the effective date of expiration or termination of the Agreement shall survive such expiration or termination.

Miscellaneous.

Confidentiality.

Definitions.

“Harvard Confidential Information” means (a) any information related to Prosecution of Patent Rights provided to Licensee by Harvard; (b) any information or material in tangible form that is marked as “confidential” or proprietary by Harvard at the time it is sent to Licensee; (c) information that is furnished orally by Harvard if Harvard identifies such information as “confidential” or proprietary in writing by a memorandum delivered to Licensee within [***] days after the date of disclosure; and (d) the terms of this Agreement (but not its existence or general subject matter), which shall constitute the Confidential Information of both parties.

“Licensee Confidential Information” means (a) any reports prepared by Licensee and provided to Harvard pursuant to Sections 3.5 (Reporting), 4.1.3 (Information) and 5.1.1 (Reports); (b) any copies of Sublicenses, or information extracted therefrom, provided by Licensee to Harvard under Section 2.4.3 (Delivery of Sublicenses); (c) any information or material in tangible form that is provided to Harvard in connection with this Agreement and is marked as “confidential” or proprietary by Licensee at the time it is sent to Harvard or is furnished orally by Licensee if Licensee identifies such information as “confidential” or proprietary in writing by a memorandum delivered to Harvard within thirty [***] after the date of disclosure; and (d) the terms of this Agreement (but not its existence or general subject matter of it), which shall constitute the Confidential Information of both parties.

“Confidential Information” means the Harvard Confidential Information and the Licensee Confidential Information, as applicable.

Obligations of Confidentiality. Harvard shall maintain in confidence and shall not disclose to any third party any Licensee Confidential Information during the Term and for a period of [***] years thereafter. Harvard shall maintain in confidence and shall not disclose to any third party any Licensee Confidential Information during the Term and for a period of (a) [***] years thereafter with respect to any reports or information disclosed by Licensee pursuant to Section 5 (Reports; Payments; Records) and (b) [***] years with respect to any other Licensee Confidential Information. Each party shall take all reasonable steps to protect the Confidential Information of the other party with the same degree of care used to protect its own confidential or proprietary information. Neither party shall use the Confidential Information of the other party for any purpose other than those contemplated by this Agreement. The foregoing obligations under this Section 11.1.2 (Obligations of Confidentiality) shall not apply to:

information that is known to the receiving party or independently developed by the receiving party prior to the time of disclosure without use of or reference to the other party’s Confidential Information, in each case, to the extent evidenced by contemporaneous written records;

information that is independently developed by the receiving party at or after the time of disclosure without use of or reference to the other party’s Confidential Information, to the extent evidenced by contemporaneous written records;

information disclosed to the receiving party by a third party that has a right to make such disclosure;

information that is or becomes generally known or available to the public, other than as a result of a breach of this Agreement by the receiving party; or

information that is required to be disclosed by order of the FDA, other Regulatory Authority or similar authority or a court of competent jurisdiction or other government authority or agency; provided that the parties shall use Commercially Reasonable Efforts to obtain confidential treatment of such information by the agency, authority, or court.

Permitted Disclosures. Notwithstanding Section 11.1 (Confidentiality), either party may disclose Confidential Information of the other party to the extent such disclosure is reasonably necessary in the following instances:

prosecuting or defending litigation in accordance with Article 7 of this Agreement; provided that the party making a disclosure under this Section 11.1.3.1 (Permitted Disclosures) shall seek confidential treatment, a protective order, or seek to file under seal if reasonably requested by the other party;

making filings with the Securities and Exchange Commission or foreign equivalent, any stock exchange or market, or any Regulatory Authorities, which shall include publicly disclosing or filing this Agreement as a “material agreement” in accordance with Applicable Law or applicable stock exchange regulations;

complying with Applicable Law or submitting information to governmental authorities; provided that if either party is required by Applicable Law to make any public disclosure of Confidential Information of the other party, to the extent the party so required may legally do so, it will give reasonable advance notice to the other party of such disclosure and will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise); and

in the case of Licensee as the receiving party, to its Affiliates and its and their prospective and actual acquirers, licensees, sublicensees, distributors, investors, lenders and underwriters, each of which prior to disclosure must be bound by written or legally enforceable professional ethical obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Section 11.1 (Confidentiality) (a) its and their employees, consultants, agents and advisors, on a need to know basis, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Section 11.1 (Confidentiality), and (b) its and their accountants and lawyers, on a need to know basis, each of whom prior to disclosure must be bound by written or legally enforceable professional ethical obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Section 11.1 (Confidentiality).

in the case of Harvard as the receiving party, to Harvard’s prospective and actual licensees, acquirers of payment or equity rights, lenders and underwriters, each of which prior to disclosure must be bound by written or legally enforceable professional ethical obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Section 11.1 (Confidentiality) and (a) its and their employees, consultants, agents, and advisors, on a need to know basis, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Section 11.1 (Confidentiality) and (b) its and their accountants and

Preference for United States Industry. During the period of exclusivity of this license in the United States, Licensee shall comply with 37 C.F.R. § 401.14 (i) or any successor rule or regulation.

No Security Interest. Licensee shall not enter into any agreement under which Licensee grants to or otherwise creates in any third party a security interest in this Agreement or any of the rights granted to Licensee herein. Any grant or creation of a security interest purported or attempted to be made in violation of the terms of this Section 11.3 (No Security Interest) shall be null and void and of no legal effect.

Publicity. Notwithstanding anything to the contrary set forth in this Agreement, upon execution of this Agreement (or at a time thereafter to be agreed by the parties) each party may issue a press release announcing the existence of this Agreement, in the form attached hereto on Exhibit 11.4. Subject to the foregoing, Harvard will not issue any other press release or public statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof without the prior written consent of Licensee. After the issuance of such press release or other public disclosure by a party, the disclosing party may make subsequent public disclosures of the information in such press release without having to obtain the other party’s prior consent and approval so long as such information remains true, correct and the most current information with respect to the subject matters set forth therein, provided that any use of the Harvard Names in any such subsequent public disclosures shall remain subject to Section 11.5 (Use of Name).

Use of Name. Except as expressly provided below and in Section 11.4 (Publicity), Licensee shall not, and shall ensure that its Affiliates and Sublicensees shall not, use or register the name “Harvard” (alone or as part of another name) or any logos, seals, insignia or other words, names, symbols or devices that identify Harvard or any Harvard school, unit, division or affiliate (“Harvard Names”) for any purpose except with the prior written approval of, and in accordance with restrictions required by, Harvard. Without limiting the foregoing, Licensee shall, and shall ensure that its Affiliates and Sublicensees shall, cease all use of Harvard Names on the termination or expiration of this Agreement except as otherwise approved by Harvard. This restriction shall not apply to any information required by Applicable Law to be disclosed to any governmental entity.

Entire Agreement. This Agreement is the sole agreement with respect to the subject matter hereof and except as expressly set forth herein, supersedes all other agreements and understandings between the parties with respect to the same.

Notices. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by e-mail, expedited delivery or certified mail, return receipt requested, to the following addresses, unless the parties are subsequently notified of any change of address in accordance with this Section 11.7 (Notices):

Dispute Resolution. If any dispute between the parties arises out of or relates to this Agreement (a “Dispute”), either party by written notice to the other party may have such issue referred for resolution to the Chief Executive Officer of Licensee, and the Chief Technology Development Officer of Harvard (collectively, the “Executive Officers”). The Executive Officers shall meet promptly to discuss the matter submitted and to determine a resolution. If the Executive Officers are unable to resolve the Dispute within [***] days after it is referred to them, then the parties may pursue all other rights and remedies available to them under this Agreement, including the right to terminate this Agreement, and the matter may be brought by a party as a Suit in a court of competent jurisdiction in accordance with Section 11.9 (Governing Law and Jurisdiction).

Governing Law and Jurisdiction. This Agreement will be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted. Any action, suit or other proceeding arising under or relating to this Agreement (a “Suit”) shall be brought in a court of competent jurisdiction in the Commonwealth of Massachusetts, and the parties hereby consent to the sole jurisdiction of the state and federal courts sitting in the Commonwealth of Massachusetts. Each party agrees not to raise any objection at any time to the laying or maintaining of the venue of any Suit in any of the specified courts, irrevocably waives any claim that Suit has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to any Suit, that such court does not have any jurisdiction over such party.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns.

Headings. Section and subsection headings are inserted for convenience of reference only and do not form a part of this Agreement.

Counterparts. The parties may execute this Agreement in two or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Transmission by facsimile or electronic mail of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. If by electronic mail, the executed Agreement must be delivered in a .pdf format.

Amendment; Waiver. This Agreement may be amended, modified, superseded or canceled, and any of the terms may be waived, only by a written instrument executed by each party or, in the case of waiver, by the party waiving compliance. The delay or failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the rights at a later time to enforce the same. No waiver by either party of any condition or of the breach of any term contained in this Agreement, whether by conduct, or otherwise, in any one or more instances, shall be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

No Agency or Partnership. Nothing contained in this Agreement shall give either party the right to bind the other, or be deemed to constitute either party as agent for or partner of the other or any third party.

Assignment and Successors. This Agreement may not be assigned by either party without the consent of the other party, which consent shall not be unreasonably withheld, except that each party may, without such consent, assign this Agreement, in its entirety, and the rights, obligations and interests of such party (a) to any Third Party purchaser of all or substantially all of its assets or all of its equity, or to any Third Party successor corporation resulting from any merger or consolidation of such party with or into such corporation; or (b) with respect to such an assignment by Licensee, (x) to a wholly-owned Subsidiary of Licensee, provided that, notwithstanding such assignment, Licensee shall remain directly liable to Harvard, on behalf of itself and such wholly-owned Subsidiary, with respect to the acts and omissions of itself and such wholly-owned Subsidiary under the terms of this Agreement, or (y) after the end of the Success Payment Period and Licensee’s fulfillment of all of its obligations under Section 4.7 and Exhibit 4.7, to any Affiliate of Licensee; provided, in each case, the assignee agrees in writing to be bound by the terms of this Agreement, and a copy of such writing is provided to the other party within [***] business days after such assignment. For clarity, no assignment of this Agreement to an Affiliate of Licensee will relieve Licensee of its obligations pursuant to Section 4.7 and Exhibit 4.7 (Success Payments), and any assignee of this Agreement that is a wholly-owned Subsidiary

Force Majeure. Except for monetary obligations hereunder, neither party will be responsible for delays resulting from causes beyond the reasonable control of such party, including fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

Construction; Interpretation. Each party hereto acknowledges and agrees that: (a) it or its counsel reviewed and negotiated the terms and provisions of this Agreement and has contributed to its revision; (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; (c) the terms and provisions of this Agreement shall be construed fairly as to both parties hereto and not in favor of or against either party, regardless of which party was generally responsible for the preparation of this Agreement; (d) the use of “include,” “includes,” or “including” herein shall not be limiting and “or” shall not be exclusive; and (e) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

Severability. If any provision of this Agreement is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, then it is the intention of the parties that such provision shall be null and void and deemed excised from this Agreement and the remainder of this Agreement shall not be affected.

President and Fellows of Harvard College

By: /s/ Jordan B. Grant                    

Name: Jordan B. Grant                        

Title: Director of Technology Transactions

Office of Technology Development
Harvard University

SANA BIOTECHNOLOGY, INC.

By: /s/ Steve Harr                

Name: Steve Harr                        

Title: CEO