Feasibility Study and License Agreement by and between Asklepios BioPharmaceutical, Inc. and Selecta Biosciences, Inc. dated August 6, 2019

This Feasibility Study and License Agreement (this “Agreement”, as further defined below) is made and entered into as of this 6th day of August, 2019 (the “Effective Date”), by and between Asklepios Biopharmaceutical, Inc., a Delaware corporation with an address at 20 TW Alexander Drive, Suite 110, Research Triangle Park, NC 27514 (“AskBio”), and Selecta Biosciences, Inc., a Delaware corporation with an address at 480 Arsenal Way, Watertown, MA 27709 (“Selecta”). AskBio and Selecta may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, AskBio has expertise and intellectual property rights in AAV (as defined below) vector design (including but not limited to inverted capsid and promoter design, and cell lines used for production of AAVs) and manufacturing, and Controls (as defined below) the AskBio Core Technology (as defined below);

WHEREAS, Selecta has expertise and intellectual property rights in antigen-specific biodegradable nanoparticle-based, immune tolerance technology, including such technology comprising synthetic vaccine particle(s) encapsulating the immunomodulator rapamycin (“ImmTOR”) and Controls the Selecta Core Technology (as defined below);

WHEREAS, AskBio and Selecta desire to develop certain Products (as defined below) and assess the feasibility and benefit of those Products; and

WHEREAS, AskBio and Selecta, upon success of the POC (as defined below), or as agreed by the Parties, desire to collaborate to develop, manufacture, and commercialize Collaboration Products (as defined below) and may, in the future, negotiate and execute definitive agreements to form a joint venture through a to-be formed company, owned in whole or in part by AskBio and Selecta (the “Joint Venture” or “JV”) to develop, manufacture and commercialize such Collaboration Products.

NOW, THEREFORE, in consideration of the foregoing and the covenants and promises contained in this Agreement, in accordance with and subject to the terms and conditions specified below, the Parties agree as follows:

Unless otherwise defined in this Agreement, all capitalized terms shall have the meaning ascribed to them in this Article 1.

regulatory submission supporting the dosing of human subjects, as outlined in applicable FDA (or other Competent Authority) or ICH guidance.

benefit managers and/or Medicare Prescription Drug Plans relating specifically to such Collaboration Product.

“Net Sales” shall not include any consideration received with respect to a sale, use or other disposition of any Collaboration Product in a country for purposes of conducting Clinical Studies in the course of Development of the Collaboration Product in accordance with this Agreement or as samples (reasonable in number), for compassionate use, or for other pre‑clinical, clinical, or regulatory purposes, in each case to the extent such Collaboration Product is sold at or below cost.

support for filing a BLA to obtain Marketing Approval to market the product (or any MAA for the non-United States equivalent thereof).

such Collaboration Product in accordance with the applicable Commercialization Plan, (c) Commercialization Costs, and (d) any Third Party Intellectual Property Payments.

Subject to the terms and conditions of this Agreement, the Parties will conduct the POC Studies (as defined below) and undertake the related activities set forth in Article 3 in furtherance of seeking to determine whether POC is met. If POC is achieved, or the Parties mutually agree, the Parties will thereafter collaborate in the development and commercialization of certain AAV-mediated therapeutics which use ImmTOR and other Selecta Core Technology in combination with the AskBio Core Technology. Such further development and commercialization will be conducted pursuant to the terms and conditions of this Agreement unless, following attainment of POC, the Parties elect to conduct their collaboration through a separate entity and form a Joint Venture or pursuant to another structure mutually agreed by the Parties.

Parties (the “Therapeutic POC Candidate”). The [***] and Therapeutic POC Candidate may be referred to herein, individually or collectively, as the “POC Candidate(s)”.

interactions or to revise such communications or submissions. AskBio shall have ultimate decision-making authority with respect to any communications with, or submissions to, such Competent Authorities regarding the Pre-Clinical Plan that relate primarily to any matter other than Selecta Background Technology. All disputes regarding the content of the Pre-Clinical Plan shall be resolved by the JSC.

of those activities, and an evaluation of the work performed in relation to the Pre-Clinical Plan goals and the POC Studies (the “Final Pre-Clinical Report”). Within thirty (30) days of Selecta’s receipt of the Final Pre-Clinical Report, the Parties shall meet, at such time and place as the Parties may agree, to review the Final Pre-Clinical Report, including the results of the Pre-Clinical Plan contained therein. Upon Selecta’s request, AskBio shall promptly provide any data, results or reports generated, prepared or received in the performance of the Pre-Clinical Plan or POC Studies.

with the Pre-Clinical Plan, the “POC Plans”) that sets forth (a) activities that are necessary or desirable to enable the Parties to commence and complete the POC Clinical Trials for the attainment of POC (the “Clinical Feasibility Activities”), (b) the Party responsible for performing each Clinical Feasibility Activity, and (c) an estimated timeline for completion of critical Clinical Feasibility Activities (the “Clinical Feasibility Plan Timeline”). The Clinical Feasibility Plan shall be subject to the approval of the JSC. In the event of any dispute between the Parties with respect to the contents of the Clinical Feasibility Plan, such dispute will be submitted to the JSC and resolved by the JSC in accordance with Section 5.1. The Clinical Feasibility Plan, including the Clinical Feasibility Plan Timeline and Clinical Feasibility Budget, may be amended from time to time by the JSC in accordance with Section 5.1.

it is assigned responsibility in the Clinical Feasibility Plan; provided that each Party may, at its sole discretion, elect to have certain Clinical Feasibility Activities allocated to it under the Clinical Feasibility Plan be performed by its Affiliates and further may subcontract standard tasks and services to Third Party providers of such services; and provided further that each Party shall be responsible for ensuring that the performance of all Clinical Feasibility Activities by its Affiliates or Third Parties complies with the terms of this Agreement and Applicable Law, and in no event shall any such delegation or subcontract release the delegating Party from any of its obligations under this Agreement.

requested by Selecta with respect to the Clinical Feasibility Activities (the “Final Clinical Feasibility Report”). Within thirty (30) days of Selecta’s receipt of the Final Clinical Feasibility Report, the Parties shall meet, at such time and place as the Parties may agree, to review the Final Clinical Feasibility Report, including the results of the Clinical Feasibility Plan contained therein.

financing for its activities under this Agreement, including sharing such Study Results with Third Parties in order to secure such financing, in each case, as long as such Third Parties are under written obligations of confidentiality, non-disclosure and non-use consistent with this Agreement and (b) Selecta may use any Study Results (i) comprising safety data solely with respect to Selecta Core Technology as is reasonably necessary to satisfy its regulatory obligations with respect thereto, and (ii) after delivery of the Final Clinical Feasibility Report to secure equity or debt financing for its activities under this Agreement, including sharing such Study Results with Third Parties in order to secure such financing, in each case, as long as such Third Parties are under written obligations of confidentiality, non-disclosure and non-use consistent with this Agreement. Neither Party shall publish the Study Results without the express written consent of the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed). Each Party shall promptly provide the other Party with accurate copies of all Study Results. Neither Party shall withhold any Study Results from the other Party.

clarification, (a) each Collaboration Indication listed in Schedule 4.1 includes the specific gene listed in Schedule 4.1 alongside such Collaboration Indication, and in the case of each [***], includes the specific Approach listed in Schedule 4.1 alongside such [***] and (b) Schedule 4.1 is intended to only be a preliminary list of Collaboration Indications, and the Parties shall, within sixty (60) days of the Effective Date, meet and finalize the list of Collaboration Indications (including associated genes and Approaches, as applicable), which updated list shall replace Schedule 4.1 hereto. For clarity, within such sixty (60) day period, the Parties shall determine the order in which the Parties should commence activities under any Therapeutic Development Plan with respect to the [***] and [***] that are Collaboration Indications. If the JDC cannot reach such determination within such sixty (60) day period, then the order in which the Collaboration Indications will be developed shall be determined as follows: [***]. Products targeting the gene specified in Schedule 4.1 and intended for use to treat such Collaboration Indication, and with respect to each [***] utilizing the associated Approach specified in Schedule 4.1, shall be “Collaboration Products” and the Parties’ Development, Manufacturing and Commercialization activities under this Agreement with respect to such Collaboration Indication and Collaboration Products may be referred to as the “Collaboration.” Notwithstanding anything herein to the contrary, if POC is achieved for MMA, such indication may also be a Collaboration Indication for purposes of this Agreement if included in Schedule 4.1, but shall not count toward the total number of Collaboration Indications permitted in the first sentence of this Section 4.1.

a “Therapeutic Development Plan”), which shall be subject to the approval of the JSC and may be supplemented and amended from time to time by the JSC. Each Therapeutic Development Plan shall include a work plan and budget (“Therapeutic Development Plan Budget”) for the activities to be conducted by each Party for the Collaboration Indications. Each

Therapeutic Development Plan shall allocate activities and responsibilities between the Parties, and shall include a timeline for the completion of all activities included therein (“Therapeutic Development Plan Timeline”). Each Party shall use Commercially Reasonable Efforts to complete the activities assigned to it in each Therapeutic Development Plan in accordance with the applicable Therapeutic Development Plan Timeline. Each Party shall ensure that its performance under each Therapeutic Development Plan is at all times in compliance with all Applicable Laws and in accordance with professional and ethical standards customary in the biopharmaceutical industry.

Therapeutic Development Plan will exceed the amounts set forth in the then-current POC Budget or Therapeutic Development Plan Budget for such year by up to [***], such Party shall bring such information to the JDC, which will engage in a good faith discussion of the reason(s) for such anticipated increase but approval of the JDC shall not be required and such increased amount shall be shared equally by the Parties.

prepare an amendment to a Therapeutic Development Plan and Therapeutic Development Plan Budget for the Collaboration Indication for which such Collaboration Product is intended to be used, to include the Proposed Study(ies) for review by the JDC, and subsequent approval by the JSC.

notebooks and/or electronic files where appropriate) of all work conducted by it or on its behalf (including by its Affiliates, sublicensees, subcontractors and consultants) under a Therapeutic Development Plan. Such records, including any electronic files where such data may also be contained, shall fully and properly reflect all work done and results achieved in sufficient detail and in a good scientific manner appropriate for patent and regulatory purposes. Each Party shall have the right to review and receive a copy of such records (including a copy of the databases) maintained by the other Party (including its Affiliates, sublicensees, subcontractors and consultants) at reasonable times, but no more than twice in any one calendar year, and to obtain access to source documents to the extent needed for patent or regulatory purposes or for other legal proceedings. For each Clinical Study pursuant to a Therapeutic Development Plan, the Parties shall use the applicable regulatory database format in order to fulfill both FDA and EMA, or other Competent Authority, requirements under Applicable Law.

all major global program teams and sub-teams) relating to such Clinical Study, including the right to actively participate in any interactions with Competent Authorities and key opinion leader (“KOL”) interactions. To facilitate the foregoing, the Regulatory Lead Party shall provide prompt prior written notice, and in any case no less than [***] days prior to such interactions, of all such interactions with Competent Authorities and all KOL interactions, investigator meetings and advisory board meetings regarding Clinical Studies of the applicable Collaboration Product, in order to provide the non-sponsoring Party sufficient time to prepare to participate in such interactions or meetings, or to revise any communications or submissions. Notwithstanding the foregoing, Selecta shall have ultimate decision-making authority with respect to any communications with, or submissions to, any Competent

Authorities that primarily relate to Selecta Background Technology and AskBio shall have ultimate decision-making authority with respect to any communications with, or submissions to, any Competent Authorities that primarily relate to AskBio Background Technology.

use any Study Results comprising safety data solely with respect to Selecta Core Technology as is reasonably necessary to satisfy its regulatory obligations with respect thereto. Neither Party shall publish the Study Data without the express written consent of the other Party (which consent shall not be unreasonably withheld, conditioned, or delayed). Each Party shall promptly provide the other Party with accurate copies of all Study Data. Neither Party shall withhold any Study Data from the other Party.

the transmission of such response, and will reasonably consider all comments timely provided in connection therewith.

Competent Authorities that address any CMC-related issues for such Product, each Party shall have representatives attend such meetings and teleconferences and such representatives shall be primarily responsible for addressing any CMC-related questions, as well as for defending the CMC section of the BLA of such Product which pertains to their respective technologies.

Notwithstanding the foregoing, each Party shall prepare and defend the CMC section of each MAA, which pertains to their respective technology for such Product, provide the other Party with a reasonable opportunity to review and comment on such CMC section, and reasonably consider in good faith all comments timely provided by such Party in connection therewith.

Products, and shall be paid for such manufacture of Collaboration Products based on mutually agreed upon rates, which rates shall include all of AskBio’s costs incurred with such manufacture of Collaboration Products without any markup.

Products pursuant to the AskBio Collaboration Product License for use in such Collaboration Indication.

with respect to any Collaboration Indication or if Selecta is allocated responsibility for the Manufacture of any Collaboration Product, then Selecta may engage with Viralgen directly to manufacture any relevant Collaboration Products and AskBio will use reasonable efforts to facilitate such discussions.

plan, the “Commercialization Plan”). The Commercialization Plan may be amended from time to time by the JCC, subject to approval of the JSC. As part of such initial Commercialization Plan, the Parties shall determine which Party will have the right to Commercialize such Collaboration Product (the “Commercialization Lead Party”), and the Parties shall agree upon a budget for performance of the Commercialization Plan, as well as pricing and reimbursement strategy for such Collaboration Product (the “Commercialization Plan Budget”). If the Parties cannot agree on which Party should be the Commercialization Lead Party with respect to a Collaboration Product, the Party that bears a majority of the Shared Costs incurred prior to submission of the first MAA for such Collaboration Product shall be the Commercialization Lead Party. The Commercialization Lead Party shall use Commercially Reasonable Efforts to Commercialize each Collaboration Product in accordance with the applicable Commercialization Plan. The Party that is not the Commercialization Lead Party with respect to a given Collaboration Product shall have the right, but not the obligation, to co-promote such Collaboration Product. All Commercialization activities conducted by the Parties shall be conducted in accordance with Applicable Law and this Agreement.

such activities, which agreement includes the following terms (i) the subcontractors undertake in writing all compliance obligations, and agree to comply with the terms of this Agreement and Applicable Law, (ii) the subcontractors undertake in writing all obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties pursuant to Article 7 (except for a commercially reasonable term for confidentiality obligations), and (iii) such Party Controls all intellectual property rights developed by the subcontractors in the course of performing any such work and owns all such intellectual property that is related to, or otherwise necessary for research, Development, Manufacture, or Commercialization of a Collaboration Product. Without limiting the foregoing, prior to commencing any such activities, each such subcontractor shall execute an agreement exclusively licensing or assigning any Inventions and related intellectual property rights to the Party by whom they are employed or for whom they are providing services (or its designated Affiliate). Notwithstanding the foregoing in this Section 4.2.6, where the Third Party is an academic or academic institution, the Parties shall consider in good faith to agree to waive clause (iii). Notwithstanding the foregoing, neither Party may license the

right to Commercialize a Collaboration Product to a Third Party without the other Party’s consent.

and scope for rights or assets to be partnered or sold, the potential partner(s), the proposed financial structure of such Potential Partnership, and all material terms. Upon receipt of a Partnering Notice, the Parties shall discuss the Potential Partnership in good faith and reach agreement as to whether to proceed in the negotiation of such Potential Partnership. If the Parties mutually agree in writing to negotiate a Potential Partnership, each Party shall cooperate in good faith to ensure that exclusive rights (including as to the licensor) under AskBio Core Technology, Selecta Core Technology and Inventions to Develop, Manufacture and Commercialize the Collaboration Product(s) being partnered can be transferred to the partner as necessary, including by authorizing any necessary sublicenses under the Research Licenses and Collaboration Product Licenses. If the Parties do not mutually agree in writing to negotiate a Potential Partnership within [***] days after provision of a Partnering Notice for a Collaboration Product(s), then the

Commercialization Lead Party (or, if the Commercialization Lead Party has not yet been determined, the Regulatory Lead Party) for such Collaboration Product(s) shall have the final decision-making authority as to whether to proceed in the negotiation of such Potential Partnership; provided that such Party has borne at least [***] of the Shared Costs incurred prior to submission of the Partnering Notice for such Collaboration Product, and such Party proposed the Potential Partnership. In such case, each Party shall also cooperate in good faith to ensure that exclusive rights (including as to the licensor) under AskBio Core Technology, Selecta Core Technology and Inventions to Develop, Manufacture and Commercialize the Collaboration Product(s) being partnered can be transferred to the partner as necessary, including by authorizing any necessary sublicenses under the Research Licenses and Collaboration Product Licenses. The final agreements governing such Potential Partnership shall be subject to the prior written approval of both Parties. Unless otherwise agreed by the Parties, immediately upon execution of any such final agreement, the Research Licenses and the Collaboration Product Licenses granted by the Party entering to such agreement to the other Party hereunder (and associated intellectual property rights) shall terminate with respect to any Collaboration Product covered by such final agreement, to enable such Party to instead grant the new partner or acquirer exclusive rights to such Collaboration Product.

pursuant to such arrangement or agreements, shall be deemed to be in violation of this Section 4.3; (x) no arrangement or agreement listed in Schedule 4.3.1(x) entered into by Selecta prior to the effective date that grants a Third Party rights to Develop, Manufacture or Commercialize AAV Products or utilize ImmTOR, or activities conducted pursuant to such arrangement or agreements, shall be deemed to be in violation of this Section 4.3; (y) nothing in this Section 4.3 shall restrict AskBio or any of its Affiliates from entering into any transaction or arrangement with respect to (i) the Pro10 cell line or otherwise using the Pro10 cell line for any purpose whatsoever, (ii) the manufacturing of AAV cassettes, or components thereof (excluding AskBio’s proprietary capsids), including authorizing others to use Pro10 cell line for such purposes; (iii) AAV Products, which do not incorporate or utilize ImmTOR, for use in the Collaboration Indications that are [***] if they target a gene or use an Approach other than the specific gene or Approach listed in Schedule 4.1 alongside such [***], (iv) AAV Products, which do not incorporate or utilize ImmTOR, for use in the Collaboration Indications that are [***] if they target a gene other than the specific gene listed in Schedule 4.1 alongside such [***], (v) AAV Products (which do not incorporate or utilize ImmTOR) or AskBio Background Technology, in each case for use in any indications that are not Collaboration Indications, or (vi) any Other Joint Venture; provided that such transaction or arrangement does not conflict with, or limit, AskBio’s express obligations under this Section 4.3.1(a) and (b); and (z) nothing in this Section 4.3 shall restrict Selecta or any of its Affiliates from entering into any transaction or arrangement with respect to (i) the manufacture of ImmTOR, provided that such manufacture of ImmTOR does not conflict with, or limit, Selecta’s express obligations under this Section 4.3.1(a) and (b), (ii) AAV Products or ImmTOR for use in the Collaboration Indications that are [***] if they target a gene or use an Approach other than the specific gene or Approach listed in Schedule 4.1 alongside such [***], (iii) AAV Products or ImmTOR for use in the Collaboration Indications that are [***] if they target a gene other than the specific gene listed in Schedule 4.1 alongside such [***], and (iv) AAV Products or ImmTOR, or Selecta Background Technology, in each case for use in any indications that are not Collaboration Indications.

minutes of each JSC meeting that record in writing all decisions made, action items assigned or completed and other appropriate matters. The applicable JSC Co-Chair or his/her designee shall send meeting minutes to all members of the JSC promptly after a meeting for review. Each member shall have five (5) business days from receipt in which to comment on and to approve/provide comments to the minutes (such approval not to be unreasonably withheld, conditioned or delayed). If a member, within such time period, does not notify the applicable JSC Co-Chair that s/he does not approve of the minutes, the minutes shall be deemed to have been approved by such member. Each Party’s JSC members may designate another staff member of such Party, who will coordinate the administrative work surrounding JSC, including sending the notice of holding JSC meetings, creating the draft of minutes, or distributing the minutes.

agreed upon between the Parties, the PPEC shall be comprised of an equal number of representatives from each of AskBio and Selecta, which unless otherwise agreed upon between the Parties, shall be comprised of two (2) members of each Party. The PPEC will meet at least two (2) times per year (and upon generation or reduction to practice of any Invention). As appropriate, additional employees or consultants of each Party may from time to time attend the PPEC meetings as nonvoting observers; provided, that any such consultant, if not already bound by fiduciary obligations, shall agree in writing to comply with the confidentiality obligations substantially similar to those under this Agreement; and provided, further, that no Third Party personnel may attend unless otherwise agreed by both Parties. The PPEC will be responsible for:

Subcommittees shall have no decision-making authority, but shall instead operate by consensus and make recommendations to the JSC with respect to matters within its authority. Any

matter within a Subcommittee’s authority with respect to which it cannot reach consensus will be escalated to the JSC for resolution.

Collaboration Product as incurred on a Calendar Quarter-by-Calendar Quarter basis, the other Party shall have the right to bear the excess Shared Costs. Each Party shall receive a percentage of Net Profits for each Collaboration Product equal to the percentage of Shared Costs borne by such Party with respect to such Collaboration Product as of the date of submission of the first MAA for such Collaboration Product to the applicable Competent Authority (such percentage, the “Profit Share Percentage”). Notwithstanding the foregoing, each Party’s Profit Share Percentage shall never fall below [***]%, even if such Party contributes less than [***]% in Shared Costs, as a minimum payment for such Party’s intellectual property contribution to the Collaboration pursuant to the Collaboration Product Licenses; provided that if a Party contributes at least [***]% in Shared Costs, such Party’s Profit Share Percentage shall not fall below [***]%.

from time to time, the JSC will discuss any questions or issues arising from the Summary Statements, including the basis for the accrual of specific Shared Costs.

prepare a reconciliation report (accompanied with reasonable supporting documentation and calculations sufficient to support each Party’s associated financial reporting obligations, independent auditor requirements and obligations under the Sarbanes-Oxley Act) that reconciles each Party’s Summary Statement and the Net Profits to be allocated to each Party for such Calendar Quarter on a Collaboration Product-by-Collaboration Product basis in accordance with Section 6.2 (the “Reconciliation Report”). The Regulatory Lead Party for a particular Collaboration Product shall be the Party to prepare the Reconciliation Report (the “Preparing Party”) with respect to such Collaboration Product. Without limiting the foregoing, following the first commercial sale of a Collaboration Product, the Reconciliation Report shall include:

and reasonably acceptable to the other Party (such reasonable acceptance shall not be unreasonably withheld, conditioned, or delayed) perform an audit, not more than once in any four (4) consecutive Calendar Quarters during the Term, but including one post-termination audit and, if any such audit results in a material restatement of records (i.e., a discrepancy of [***]% or more for any calendar year), such Party will be permitted an additional examination within such four (4) quarter period, of the other Party’s books of accounts covering the preceding three (3) year period for the sole purpose of verifying compliance with the payment provisions of this Agreement. Such audits will be conducted at the expense of the requesting Party at reasonable times during regular

business hours and upon at least twenty (20) business days’ prior notice. Audit results, but not the underlying books and records, will be shared with both Parties, subject to Article 7. Any inspection or audit pursuant to this Section 6.4 will be at the expense of the Party initiating the audit; provided, however, that if the Party’s accountants reasonably determine that Net Sale or Net Profits have been understated or Shared Costs have been overstated by an amount equal to or greater than [***] for any calendar year, the audited Party will pay the reasonable fees of such accountants for such audit.

any of the Disclosing Party’s Confidential Information other than to those of its directors or managers, officers, Affiliates, employees, licensors, independent contractors, permitted assignees, agents, and external advisors (collectively, “Representatives”) directly involved with the carrying out of this Agreement, on a strictly applied “need to know” basis, in each case only to the extent such persons have been informed of the confidential nature of the information and such persons are bound by written confidentiality and non-use obligations with respect to the Disclosing Party’s Confidential Information consistent with the confidentiality and non-use provisions of this Agreement. The Recipient will be responsible to the Disclosing Party for any breach by the Recipient’s Representatives of such confidentiality and non-use obligations.

sublicensees, and their advisors, in connection with due diligence or similar investigation by Third Parties, on the condition that such investors, acquirers and sublicensees, and their advisors, are bound by confidentiality and non-use obligations consistent with the confidentiality provisions of this Agreement as they apply to the Recipient.

Written copies of such proposed publications and presentations shall be submitted to the JSC no later than [***] days before submission for publication or presentation, and the JSC shall provide its comments with respect to such publications and presentations within [***] days of its receipt of such written copy. The publishing or presenting Party shall remove any Confidential Information from such publication or presentation as requested by the JSC. The review period may be extended for an additional [***] days if a representative of the non-publishing Party on the JSC can demonstrate a reasonable need for such extension including, but not limited to, the preparation and filing of patent applications. Without limiting the foregoing, each publication or presentation regarding a Collaboration Product or POC Study shall be subject to the prior written approval of both Parties; provided that the first approval of the contents of a proposed academic, scientific or medical publication or public presentation relating to a Collaboration Product or any POC Study under this Agreement shall, in each case, constitute permission to use such contents subsequently without submission to the other Party for approval.

transferable (except in accordance with Section 13.1), royalty-free, fully paid-up, worldwide license under the Selecta Core Technology and Selecta Inventions for the sole purpose of performing the POC Studies in accordance with the POC Plans (the “AskBio Research License” and, together with the Selecta Research License, the “Research Licenses”). Selecta agrees to promptly disclose to AskBio all Selecta Inventions that are necessary or useful for AskBio’s performance or decision making under the POC Plans. Except as expressly permitted under Section 8.1.5 or Section 13.1, AskBio shall not sublicense or assign the AskBio Research License, and any attempt to do so shall be null and void, ab initio.

made, use, offer for sale, sell, import and otherwise exploit Collaboration Products for use in such Collaboration Indication (the “AskBio Collaboration Product License” and, together with the Selecta Collaboration Product License, the “Collaboration Product Licenses”).

Products for use in Collaboration Indications solely under this Agreement (and to grant licenses under the AskBio Background Technology, AskBio Inventions and its interest in the Joint Inventions to its Affiliates and Third Parties who are acting with or on behalf of AskBio and/or Selecta in connection with this Agreement to make, have made, use, offer for sale, sell, import and otherwise exploit Collaboration Products for use in Collaboration Indications solely under this Agreement). Selecta retains the right under the Selecta Background Technology, Selecta Inventions and its interest in the Joint Inventions to make, have made, use, offer for sale, sell, import and otherwise exploit Collaboration Products for use in Collaboration Indications solely under this Agreement (and to grant licenses under the Selecta Background Technology, Selecta Inventions and its interest in the Joint Inventions to its Affiliates and Third Parties who are acting with or on behalf of AskBio and/or Selecta in connection with this Agreement to make, have made, use, offer for sale, sell, import and otherwise exploit Collaboration Products for use in Collaboration Indications solely under this Agreement). Except as otherwise expressly granted under the Research Licenses and the Collaboration Product Licenses and subject to Section 4.3, as between the Parties, (a) AskBio reserves all rights, title and interest in and to the AskBio Background Technology, AskBio Inventions and its interest in the Joint Inventions, and (b) Selecta reserves all rights, title, and interest in and to the Selecta Background Technology, Selecta Inventions and its interest in the Joint Inventions.

use, offer for sale, sell, import and otherwise exploit Collaboration Products for use in Collaboration Indications.

written consent of the other Party, not to be unreasonably withheld, conditioned or delayed, to the extent reasonably necessary to have activities performed under the POC Plans on the applicable Party’s behalf; provided that for any sublicense grant (a) the Party requesting the right to grant the sublicense shall notify the other Party of such request, which notice shall identify the particular sublicensee and the activities to be performed thereby, (b) if approved, the Party granting the sublicense shall notify the other Party within ten (10) days of the execution or grant of such sublicense, and shall provide a copy of such sublicense with such notice, and (c) the Party granting the sublicense shall be and remain responsible to the other Party for the compliance of each sublicensee with the applicable terms and conditions hereunder.

all AskBio Background Technology, and Selecta will continue to own all Selecta Background Technology.

either Party or jointly by or on behalf of the Parties) comprising improvements to both AskBio Core Technology and Selecta Core Technology, and all intellectual property rights therein (“Joint Improvements”).

reasonably requested by the other Party for the purposes of perfecting the foregoing assignments to the extent necessary to give effect to the ownership allocation set forth in this Section 8.2.

AskBio Patent Rights using patent counsel of AskBio’s choice. Selecta, at Selecta’s expense, shall have the sole right to control the preparation, filing, prosecution and maintenance of Selecta Patent Rights using patent counsel of Selecta’s choice.

shall be at least [***] calendar days prior to the lapse or abandonment of any such prosecution). In the event that AskBio elects to assume prosecution of such Selecta Patent Rights (whether worldwide or with respect to any particular country, as applicable), AskBio shall notify Selecta in writing within [***] days after AskBio’s receipt of Selecta’s written notice. In the event that Selecta has not received written notice from AskBio within such [***] day period, AskBio will be deemed to have waived the right to assume prosecution of such Selecta Patent Rights. If AskBio assumes prosecution of such Selecta Patent Rights, AskBio may undertake, but shall not be required to undertake, at its sole expense and in its sole discretion, the prosecution of such Selecta Patent Rights; provided, however, that in the event that AskBio undertakes such prosecution, Selecta, at AskBio’s expense, shall cooperate with and assist AskBio as set forth in Section 8.3.3.6 (with such Selecta Patent Rights being treated similar to Joint Patent Rights for purposes of Section 8.3.3.6).

to assume prosecution of such Joint Patent Rights (whether worldwide or with respect to any particular country, as applicable), Selecta shall notify AskBio in writing within [***] days after Selecta’s receipt of AskBio’s written notice. In the event that AskBio has not received written notice from Selecta within such [***] day period, Selecta will be deemed to have waived the right to assume prosecution of such Joint Patent Rights. If Selecta assumes prosecution of such Joint Patent Rights, Selecta may undertake, but shall not be required to undertake, at its sole expense and in its sole discretion, the prosecution of such Joint Patent Rights and, as of the date of AskBio’s receipt of Selecta’s written notice of Selecta’s intent to assume prosecution of such Joint Patent Rights, AskBio shall have no further obligation with respect to such Joint Patent Rights, and the Joint Invention covered by such Joint Patent Rights; provided, however, that in the event that Selecta undertakes such prosecution, AskBio, at Selecta’s expense, shall cooperate with and assist Selecta as set forth in Section 8.3.3.6.

attorneys, agents or representatives, and (c) signing or use its best efforts to have signed and delivered, at no charge to the Prosecuting Party, all documents necessary in connection with such prosecution. The non-Prosecuting Party will be provided in a timely manner with copies of all correspondence with the U.S. Patent & Trademark Office (or the applicable foreign patent office) and with the opportunity to review and comment upon any papers, responses or other filings prepared by the Prosecuting Party for submission to the said offices in advance of their filing, and the Prosecuting Party will reasonably consider any reasonable comments that are provided by the non-Prosecuting Party in a timely manner.

Rights by a Third Party through the research, development, making, using selling, offering for sale, import or export of a product intended for use in a Collaboration Indication (such infringement, “Licensed Patent Right Infringement”, and such notice, “Enforcement Notice”), and, in each case, (a) and (b), shall, along with such Enforcement Notice, supply the other Party with all evidence in its possession pertaining materially thereto.

Party shall have the right, but not the obligation, to initiate a suit or take other appropriate action that it believes is reasonably required to prevent or abate such Joint Patent Right Infringement or Licensed Patent Right Infringement, as applicable. In such a case, the Enforcing Party agrees to be joined as a party plaintiff, if necessary, to prosecute the action or proceeding and to give reasonable assistance and authority to file and prosecute the action or proceeding at no charge to the non-Enforcing Party, in each case with the aim to preserve the integrity of the Joint Patent Rights, AskBio Licensed Patent Rights or Selecta Patent Rights, as applicable. Each Party shall provide the other Party in a timely manner with copies of all material correspondence and documents regarding such Joint Patent Right Infringement, and with the opportunity to review and comment upon any material correspondence or documents prepared by such Party, and such Party will reasonably consider any reasonable comments that are provided by the other Party in a timely manner.

shall be shared by the Parties in accordance with the Profit Share Percentage for such Collaboration Indication.

Any disputes among the Parties as to how the claim, suit or other proceeding is controlled or handled shall be resolved by the PPEC.

being joined as a party, and shall have the right to be represented separately by counsel of its own choice but at its own expense. The defending Party shall also control settlement of such claim; provided, however, that no settlement shall be entered into without the prior written consent of the other Party if such settlement would adversely affect the rights and benefits of, or impose or adversely affect any obligations on, the other Party. To the extent appropriate, the Parties shall enter into a joint defense agreement with respect to the common interest privilege protecting communications regarding such claim in a form reasonably acceptable to the Parties.

knowledge (which, for clarity, does not include obtaining any legal opinions or freedom to operate analysis), (i) there is no known infringement or threatened infringement of the AskBio Core Technology by any Third Party, (ii) AskBio has not received any written claims alleging that the AskBio Core Technology is invalid or unenforceable, and (iii) AskBio has not taken any action or failed to take any action since January 1, 2018 that would reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any of the Patent Rights listed on Schedule 1.9, and all filing, examination, issuance, post registration and maintenance fees, annuities and the like that have come due between January 1, 2018 and the Effective Date and are required to maintain, preserve or renew any such Patent Rights have been timely paid; (b) there are no valid and enforceable intellectual property rights (including Patent Rights) owned or Controlled by a Third Party that would be infringed or misappropriated by Selecta’s use or practice of the AskBio Core Technology in accordance with the Selecta Research License or the Selecta Collaboration Product License; (c) AskBio has not granted any licenses or covenants not to sue, or similar rights under the AskBio Core Technology with respect to any AAV Products for use in a Collaboration Indication that conflict with the rights granted to Selecta hereunder; (d) neither AskBio nor any of its employees or contractors performing activities hereunder has been debarred under Article 306 of the FDCA, 21 U.S.C. §335a(a) or (b), or any equivalent foreign or local law, rule or regulation, and neither appears on the United States Food and Drug debarment list; (e) neither AskBio nor any of its employees

or contractors performing activities hereunder has committed any crime or conduct that could result in such debarment or exclusion from any governmental healthcare program; and (f) to AskBio’s actual knowledge (which, for clarity, does not include obtaining any legal opinions or freedom to operate analysis), no investigations, claims or proceedings with respect to any such crimes or conduct are pending or threatened against AskBio or any of its employees or contractors performing activities hereunder. AskBio agrees and undertakes to promptly notify Selecta if AskBio or any of its employees or contractors performing activities hereunder becomes debarred or excluded, or proceedings have been initiated against either of them with respect to debarment or exclusion, whether such debarment or exclusion, or initiation of proceedings, occurs during or after the Term.

Third Party that would be infringed or misappropriated by AskBio’s use or practice of the Selecta Core Technology in accordance with the AskBio Research License or the AskBio Collaboration Product License; (c) Selecta has not granted any licenses or covenants not to sue, or similar rights under the Selecta Core Technology with respect to any AAV Products or ImmTOR for use in a Collaboration Indication that conflict with the rights granted to AskBio hereunder; (d) neither Selecta nor any of its employees or contractors performing activities hereunder has been debarred under Article 306 of the FDCA, 21 U.S.C. §335a(a) or (b), or any equivalent foreign or local law, rule or regulation, and neither appears on the United States Food and Drug debarment list; (e) neither Selecta nor any of its employees or contractors performing activities hereunder has committed any crime or conduct that could result in such debarment or exclusion from any governmental healthcare program; and (f) to Selecta’s actual knowledge (which, for clarity, does not include obtaining any legal opinions or freedom to operate analysis), no investigations, claims or proceedings with respect to any such crimes or conduct are pending or threatened against Selecta or any of its employees or contractors performing activities hereunder. Selecta agrees and undertakes to promptly notify AskBio if Selecta or any of its employees or contractors performing activities hereunder becomes debarred or excluded, or proceedings have been initiated

against either of them with respect to debarment or exclusion, whether such debarment or exclusion, or initiation of proceedings, occurs during or after the Term.

agents and assigns (each, a “Selecta Indemnified Party”), harmless from and against losses, expenses, fees, damages and liability of any nature, including reasonable legal expenses and attorneys’ fees, (collectively, “Losses”) to which any Selecta Indemnified Party may become subject as a result of any Third Party demands, claims, suits, actions, proceedings, causes of action, or judgments (“Third Party Claims”) against any Selecta Indemnified Party to the extent: (a) arising or resulting from the negligence or willful misconduct of AskBio or any of its Affiliates, or their licensees, employees, contractors or agents under this Agreement, (b) arising or resulting from the material breach by AskBio of this Agreement, or (c) arising or resulting from the infringement or misappropriation of any intellectual property rights (including Patent Rights) owned or Controlled by a Third Party to the extent such infringement or misappropriation arises or results from Selecta’s use or practice of the AskBio Core Technology in accordance with this Agreement. AskBio’s obligations to so indemnify and hold the Selecta Indemnified Parties harmless shall not apply to the extent that such Third Party Claims result from any Loss (i) for which Selecta is obligated to indemnify, defend and hold AskBio Indemnified Parties harmless under Section 10.2 or (ii) arising out of or relating to such Selecta Indemnified Parties’ fraud, willful misconduct or gross negligence.

that the Indemnifying Party demonstrates that its ability to defend or resolve such Third Party Claim is adversely affected thereby.

any Third Party Claim which imposes any liability or obligation on the Indemnified Party other than financial obligations which are fully assumed by the Indemnifying Party, would involve any admission of wrongdoing on the part of the Indemnified Party, or does not include a release of all claims against the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party (at the Indemnifying Party’s request and subject to reimbursement of associated out-of-pocket expenses by the Indemnifying Party), shall be entitled to participate in the defense and handling of such Third Party Claim with its own counsel and at its own expense and shall not make any admission or other communication regarding such Third Party Claim or agree to a settlement of any Third Party Claim without the consent of the Indemnifying Party.

INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTHING IN THIS SECTION 10.5 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 10.1, SECTION 10.2 OR SECTION 10.4.

Start Date and (b) [***] in product liability insurance no later than thirty (30) days following the Collaboration Start Date. Each Party shall provide written proof of the existence of such insurance to the other Party upon request. For clarity, either Party shall have the right to provide the total limits required under this Section 10.6 by any combination of primary and umbrella/excess coverage and may provide all or part of the required coverage through its insurance captive. Further, each Party sponsoring any clinical trials of the Products shall maintain clinical trial insurance that is in compliance with the local laws of each country in which such clinical trials are being completed. Each Party shall name the other Party as an additional insured under its general comprehensive and product liability policies, as well as under its clinical trial policies.

Collaboration Indication (or a Collaboration Product for a particular Collaboration Indication), such termination shall apply only with respect to such Collaboration Indication. In addition, either Party shall have the right to immediately terminate this Agreement upon notice to the other Party if the other Party or any of its officers, directors, employees, contractors, subcontractors, Third Party vendors, or agents, violates, or is investigated, indicted, or charged by any governmental or regulatory authority for, violating any anti-corruption or anti-bribery laws, rules, or regulations, including, without limitation, the FCPA, in which case the effective date of any such termination shall be the date stated on such notice of termination given by such Party.

makes an assignment for the benefit of creditors; (c) a petition is filed against the other Party under a bankruptcy law, a corporate reorganization law, or any other law for relief of debtors or similar law analogous in purpose or effect, which petition is not stayed or dismissed within [***] days of filing thereof; or (d) the other Party enters into liquidation or dissolution proceedings or a receiver is appointed with respect to any assets of the other Party, which appointment is not vacated within one hundred and twenty (120) days.

costs and expenses incurred by Selecta (including attorneys’ fees and expert witness fees) in connection with defending such challenge.

[***] of filing of the BLA for such Collaboration Product, or withdrawn by a Competent Authority for any reason (in each case, a “Failed Indication”), then either Party may, upon written notice to the other Party, terminate this Agreement with respect to such Failed Indication, in which case such Failed Indication will cease to be a Collaboration Indication and all Collaboration Products for use in such Failed Indication shall cease to be Collaboration Products. For clarity, the Agreement shall otherwise continue with respect to all other Collaboration Indications.

Section 11.7, Article 12, and Article 13 shall survive any termination or expiration of this Agreement, as will the Parties’ respective rights accrued hereunder to the date of termination or expiration.

In the event the designated executive officers are not able to resolve any such dispute within thirty (30) days after written notice given by one Party to the other specifically invoking this stage in the dispute resolution procedure, either Party may by written notice to the other (a) commence the mediation process set forth in Section 12.3 if any such dispute is a Critical Matter, or (b) commence the arbitration process set forth in Section 12.4 below for all other disputes.

mutually acceptable to both Parties in good faith, for assistance in seeking resolution. The mediation shall proceed at such times and place mutually acceptable to both Parties in good faith; provided that any mediation pursuant to this Section 12.3 shall not last longer than sixty (60) days unless otherwise agreed by the Parties in writing. Each Party may be represented at the mediation by external legal counsel. The Parties shall each bear their own costs regarding mediation, except that the Parties shall share equally the cost of the mediator and the mediation facility.

Each of the Parties shall bear its own counsel fees and the expenses of its witnesses except (a) to the extent otherwise provided in this Agreement or by Applicable Law or (b) to the extent the arbitrators in their discretion determine for any reason to allocate such fees and expenses among the Parties in a different manner.

Either Party may change its address and related information by giving notice to the other Party in the manner set forth in this Section 13.4.

If to Selecta, addressed to:

Selecta Biosciences, Inc.

480 Arsenal Way

Watertown, MA 02472

Attention: General Counsel

Email: [***]

With a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

555 Mission St.

San Francisco, CA 94105

Attention: Ryan Murr

Email: [***]

If to AskBio, addressed to:

Asklepios Biopharmaceutical, Inc.

20 TW Alexander Drive, Suite 110.

Research Triangle Park, NC 27709

Attention: Sheila A.  Mikhail, CEO

Email: [***]

With a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati

28 State Street

Boston, MA 02109

Attention: Farah B.  Gerdes

Email: [***]

Notwithstanding the foregoing, any notice to be given pursuant to Article 10 and Article 12 shall not be delivered solely by electronic transmission.

Party to expend funds or efforts or commit resources on behalf of the other, other than as specifically agreed in this Agreement.

together will constitute one and the same agreement. For purposes of this Agreement and any other document required to be delivered pursuant to this Agreement, facsimiles or other electronic transmissions of signatures shall be deemed to be original signatures. In addition, if any of the Parties sign facsimile or other electronic copies of this Agreement, such copies shall be deemed originals.

any press release or make any public statement with respect to this Agreement without the express prior written consent of the other Party.

13.15.1 General. Each Party agrees to execute, acknowledge or deliver such further instruments, and to do all other reasonable acts, as may be reasonably necessary or appropriate in order to carry out the purposes and intent of this Agreement.

13.15.2 In-Licensed IP.  In the event that the Development, Manufacture, or Commercialization of the Collaboration Products in accordance with this Agreement requires a Party to obtain the consent of a Third Party to grant a sublicense to the other Party under any Patent Rights or Know-How that would, but for the absence of such consent, be included in the AskBio Core Technology or Selecta Core Technology, as applicable, (a) AskBio will use Commercially Reasonable Efforts to obtain any such consent necessary to include such Patent Rights or Know-How within the AskBio Core Technology and (b) Selecta will use Commercially Reasonable Efforts to obtain any such consent necessary to include such Patent Rights or Know-How within the Selecta Core Technology, promptly upon request by the other Party.

payment to, or otherwise contribute any item of value to, directly or indirectly, any non-U.S. government official, in

each case, in violation of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq. (“FCPA”) or any other applicable anti-bribery or anti-corruption law. Each Party further represents and warrants that it shall cease all of its activities, as well as remediate any actions taken by such Party, or any of its directors, officers, managers, employees, independent contractors, representatives or agents, in violation of the FCPA or any other applicable anti-bribery or anti-corruption law. Each Party further represents and warrants that it shall maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA or any other applicable anti-bribery or anti-corruption law.

The Parties have executed this Agreement by their duly authorized officers as of the Effective Date.

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