Statement of Work dated September 10, 2018 pursuant to Master Contract Services Agreement between Synlogic, Inc. and Azzur Group (d/b/a Azzur of New England LLC)

CONFIDENTIAL TREATMENT REQUESTED

Proposal P-6454 (SOW
No. 1) For

Statement of Work for Suite 1 Rental

THIS STATEMENT OF WORK (the “Statement of Work”) by and between Synlogic Operating Company, Inc. (“Synlogic”) and Azzur Group (d/b/a Azzur of New England LLC) (“Service Provider”), will be effective as of the last date of signature below, and upon execution will be incorporated into the Master Contract Services Agreement between Synlogic and Service Provider dated 08 September 2018 (the “Agreement”). Capitalized terms used in this Statement of Work will have the same meaning as set forth in the Agreement.

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

Table of Contents

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

Section 1 – Background/Scope

Upon execution of this Statement of Work No. 1 and initiation of a purchase order, Azzur will commence performing this Services set forth in this Statement of Work No. 1. The existence and terms of this agreement shall be considered Confidential Information (as that term is used in the Agreement). Azzur will not subcontract use of the cleanroom or the performance of any Services under this Statement of Work No. 1 to a 3rd party without Synlogic’s written approval. This Statement of Work No. 1 is for the use of Azzur of New England LLC’s Waltham facility, including the cleanroom, warehouse and raw materials laboratory services as well as professional services such as equipment calibration/qualification, quality support and material handling. This Statement of Work No. 1 includes the following Services and associated costs:

The scope of this Statement of Work No. 1 does not include procurement/purchase of equipment, raw materials, consumables etc. on behalf of Synlogic. Any such items will be invoiced to Synlogic at cost plus a processing/handling/storage fee of [***].

Several assumptions have been made to develop Section 3 of this Statement of Work No. 1, which contains the breakdown of hours and costs for each Service described in this Statement of Work No. 1. Changes to the Services can be addressed via an amendment to this Statement of Work No. 1 or via a change order, in each case executed an authorized representative of each party; provided that Azzur will not incur any additional costs that are not set forth in this Statement of Work No. 1 until an amendment or change order specifying such additional costs is executed by each party.

Section 2 – Technical Requirements

AZZUR personnel will be experienced with FDA facility compliance expectations. AZZUR has based this Statement of Work No. 1 upon the following documents.

3

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

Section 3 – Detailed Estimate

The proposed cleanroom (Suite 1) for use by Synlogic includes [***].

A copy of the layout diagram of Suite 1 is attached as Exhibit A.

The following items are included in the cost of the cleanroom use:

4

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

The table below includes the all-inclusive cost of all items listed above. Equipment rental of an additional [***] is also available.

Table 1: Cleanroom Use Costs

*Based on discussions with Synlogic the cleanroom will be used for a duration of 6 months starting November 2018.

Synlogic’s personnel using the classified areas are to be trained on Azzur SOPs on gowning, personnel movement, material control etc., costs for such training will be covered under quality personnel costs (Time and Materials).

Any gowns, gloves, wipes and similar disposables supplied by Azzur for Synlogic’s use will be invoiced at cost [***] for stocking, storage and handling.

5

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

The Azzur warehouse is approximately [***], including the receiving/loading dock.

The following items are included in the cost of the warehouse use:

The table below includes the all-inclusive cost of all items listed above.

Table 2: [***]

* Storage will be used by Synlogic for 7 months starting October 2018.

All storage costs will be invoiced from October 2018 to April 2019, irrespective of use.

6

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

This section provides the standard costs for use of process gases, [***] and shipping to and from the Azzur site in Waltham.

The following items are included in these costs:

The table below includes the costs of all items listed above for the duration of the project.

Table 3: [***]

** A total duration of 6 months was used for this estimate (November 2018 to April 2019) A total of [***] per month for the duration of 6 months was used for shipping costs. A total of [***] batches was used for this estimate. Invoices will be based on actual usage.

A total of [***] gas cylinders is estimated for the duration of the campaign; only actual use will be billed, on a full cylinder basis.

Azzur is capable of providing calibration services using in-house standards and the Azzur Quality Management System. In addition, Azzur has experienced personnel to perform qualification of equipment and related systems in a compliance manner. The following table is an estimate of the costs related to equipment calibration and qualification of equipment that is not owned by Azzur. Equipment that are Azzur-owned and will be used by Synlogic are not included in the list. Any costs related to calibration and qualification of Azzur-owned equipment will not be charged to Synlogic.

7

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

Calibration and qualification costs are based on time and materials and will be invoiced based on actual hours spent of such activities. An average hourly rate of [***] has been used for the estimate of calibration and qualification costs.

Table 4: Equipment Calibration/Qualification Costs

Azzur is capable of receiving, sampling, testing and releasing raw materials and consumables (referred together as materials) for use in early phase GMP activities, which, for the avoidance of doubt, will be considered Company Materials. Each material/consumable will have a specification in place for establishing release requirements.

Azzur will be able to perform testing as listed in Table 5. All testing will be billed as time & materials as the QC resource provides support (included in Table 6). The estimated materials are listed, and will be billed within the consumables line item. Consumables are billed at list price [***] for handling fee.

Table 5. Testing Supported at Azzur Waltham

Any tests required to be outsourced to external labs will be invoiced at cost plus [***] for processing, handling etc. All such testing will be reviewed/approved by Azzur quality prior to release of materials. Invoices for testing will be generated based on actual sampling/testing performed on a biweekly basis.

8

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

Based on the scope of work, it is estimated that Azzur personnel will be required for the duration of the project (7 months total). The responsibilities of these resources are listed below:

Responsibilities of the Project Manager include:

Responsibilities of the Material Handler include:

Responsibilities of the Quality resource include:

9

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

The below table provides the estimated total costs for personnel based on 7 months of total project duration.

Table 6. Personnel Costs

Following manufacture of drug product, [***] will be generated by Azzur personnel. The final drug product will be stored on-site at Azzur for [***]. The product will be aliquoted at intervals described within the [***], for a total duration of [***]. Project management of the study is also available. Costs associated with the [***] are listed below in Table 7.

Table 7. [***]

Note: Rates are subject to change each calendar year due to market conditions. Notification will be provided prior to any rate increase.

10

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

Section 4 – Overall Project Cost

The following table shows the total costs based on the Services set forth in this Statement of Work No. 1, which are estimated costs where indicated. Azzur will begin performing the Services described in this Statement of Work No. 1 after the Effective Date. Changes to this Statement of Work No. 1 can be made via an amendment to this Statement of Work No. 1 or via a change order at any point during the term of this Statement of Work No. 1, in each case executed by an authorized representative or each party.

Table 8: Overall Project Cost Estimate

All invoices for time and materials-based costs will be based on actual usage or hours spent. Time and expense will be invoiced every month against the approved purchase order and will be based on timesheets, which will be provided to Client upon request.

Cleanroom rent, warehouse space, and CTU rentals will be invoiced on the first of the month.

Consumables will be invoiced every month. An updated consumable list will be provided to Azzur prior to storage and will be updated as appropriate.

An initial invoice following acceptance of this proposal will be generated for a deposit of [***] (Table 8) within [***]. The deposit will be applied to the final invoice against the purchase order.

11

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

Section 5 – Timeline

The term of this Statement of Work (the “Term”) shall commence on the date indicated on the first page of this Agreement (the “Effective Date”), and shall remain in full force and effect until the final completion of the Services as set out in this Statement of Work. For the time-based elements of this Statement of Work (cleanroom use and warehouse use), the Parties shall, five months after the Effective Date, discuss whether to extend the time-based elements and, if so, shall agree on further terms regarding any such extension.

Section 6 – Exhibits

Exhibit A: Cleanroom Layout

Section 7 – Change History

SOW 1 Generated by (Azzur):

/s/ Nicole Labrecque

Date – 10Sep2018
Name: Nicole Labrecque
Title: Tech Transfer Manager, Azzur Group
Address: 411 Waverley Oaks Rd., #126
Waltham, MA 02452
Phone: [***]
Cell: [***]
Email: [***]
[***]

SOW 1 Accepted by (Synlogic):

/s/ Todd Shegog

Date – 9/10/2018
Name: Todd Shegog
Title: CFO
Address:
Phone:
Cell:
Email:

12

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL
Proposal for Facility Use and Professional Services (SOW No. 1)

[***]

85130695v.1

13

Portions of this Exhibit, indicated by the mark “[***]”, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.