License Agreement by and between ARIAD Pharmaceuticals, Inc. and Theseus Pharmaceuticals, Inc., dated as of June 13, 2018

“Adverse Event” means any serious untoward medical occurrence in a patient or subject who is administered any Product, but only if and to the extent that such serious untoward medical occurrence is required under Laws to be reported to applicable Regulatory Authorities.

“Affiliate” means a Person that controls, is controlled by or is under common control with a Party, but only for so long as such control exists. For the purposes of this Section 1.2, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct the management and policies of such Person or entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.

“Ariad Patents” means the patent applications identified in Schedule 1.3 and any and all Patent Rights associated therewith or derived therefrom.

Bankruptcy Event” means: (a) voluntary or involuntary proceedings by or against a Party are

“Business Day” means a day other than Saturday or Sunday or any other day on which commercial banking institutions located in Boston, Massachusetts are authorized or obligated by Laws to close.

“Calendar Quarter” means each three (3) month period commencing January 1, April 1, July 1 or October 1 of any year; provided, however, that (a) the first Calendar Quarter of the Term shall extend from the Effective Date to the end of the first full Calendar Quarter thereafter, and (b) the last Calendar Quarter of the Term shall end upon the expiration or termination of this Agreement.

“Calendar Year” means the period beginning on January 1 and ending on December 31 of the same year; provided, however, that (a) the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the same year and (b) the last Calendar Year of the Term shall commence on January 1 of the Calendar Year in which this Agreement terminates or expires and end on the date of termination or expiration of this Agreement.

“Chemical Library I” means the compounds identified in Schedule 1.8. Notwithstanding the foregoing, to the extent a compound included in Chemical Library I is specifically disclosed in the Ariad Patents as of the Effective Date, such compound shall be deemed not included in Chemical Library I and Company shall have no right, title, or interest in such compound.

“C-KIT” is a type of receptor tyrosine kinase and a type of tumor marker. C-KIT is also known as CD117 and stem cell factor receptor.

“C-KIT Program” means any Compounds and/or Products, in each case that have been, at least in part, Developed or Commercialized by Licensor or Company for its potentially therapeutically useful action with respect to C-KIT.

“Clinical Trial” means a clinical trial in human subjects that has been approved by an institutional review board or ethics committee, as applicable, and is designed to measure the safety and/or efficacy of a Product, including Phase I Trials, Phase II Trials, Phase III Trials and Post Marketing Trials.

“Combination Product” shall mean (a) a finished dosage form of a Product containing both a Compound and one or more pharmaceutically active ingredients other than such Compound or (b) a Product sold as one of a bundle of products without a separate price.

“Commercialization” or “Commercialize” means any and all activities undertaken before and after Regulatory Approval of a Product and that relate to the marketing, promoting, distributing, importing or exporting for sale, distribution, offering for sale and selling of the Product, including commercial activities conducted in preparation for a product launch and interacting with Regulatory Authorities regarding the foregoing.

“Commercially Reasonable Efforts” means: (a) with respect to the efforts to be expended by a Party with respect to any objective, such reasonable, diligent, and good faith efforts as such Party

“Compound” means any chemical entity (a) that is Controlled by Licensor and licensed to Company under this Agreement and any analogs, derivatives, fragments or modifications of any such compound that are obtained by Company using the aforementioned compounds or (b) whose design or structure arises out of or results from Company’s use of, or necessarily includes, Exclusive Licensor Technology and/or Non-Exclusive Licensor Patents.

“Confidential Information” of a Party, means information relating to the business, operations or products of a Party or any of its Affiliates, including any Know-How, that such Party discloses to the other Party under this Agreement, or otherwise becomes known to the other Party by virtue of this Agreement, that is marked “confidential” or “proprietary” at the time of disclosure or is of such a nature that a reasonable person would understand such information to be proprietary or confidential. Confidential Information shall include the terms and conditions of this Agreement. Unless and to the extent any such information is disclosed in any press release, presentation or other form of public disclosure permitted under Article 7 the existence and the terms and conditions of this Agreement constitute both Parties’ Confidential Information.

“Control”, “Controlling” or “Controlled” means, with respect to (a) Patent Rights, (b) Know-How or (c) biological, chemical or physical material, that a Party owns or has a license or sublicense to such Patent Rights, Know-How or material (or in the case of material, has the right to physical possession of such material) and has the ability to grant a license or sublicense to, or assign its right, title and interest in and to, such Patent Rights, Know-How or material as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party.

“Cover”, “Covering” or “Covered” means, with respect to Product, that the using, selling, or offering for sale of Product would, but for a license granted in this Agreement under the Exclusive Licensor Patents, infringe a Valid Claim of the Exclusive Licensor Patents in the country in which the sale or transfer occurs.

“Development” or “Develop” means, with respect to the Compound or Product, the performance of all research, non-clinical and clinical drug development (including toxicology, pharmacology, test method development, formulation development, delivery system development and stability testing, process development, quality control development, statistical analysis), Clinical Trials ), manufacturing and regulatory activities that are required to obtain and/or maintain Regulatory Approval of Product in the Territory.

“EGFR” or epidermal growth factor receptor is a transmembrane protein that is a receptor for members of the epidermal growth factor family of extracellular protein ligands. EGFR is also known as ErbB1, ErbB, and HER1.

“EGFR Program” means any compounds and/or products, in each case that have been or are intended to be, at least in part, researched, developed, manufactured, used, commercialized, marketed, sold, or otherwise exploited by Company for its potentially therapeutically useful action with respect to EGFR.

“Exclusive Licensor Know-How” means all Know-How that is Controlled by Licensor as of the Effective Date and is exclusively related to its C-KIT Program or HPK1 Program. The Exclusive Licensor Know-How consists of Lead Candidates, Chemical Library I and the Know-How set forth on Schedule 1.22.

“Exclusive Licensor Patents” means the patent applications listed on Schedule 1.23, and any and all Patent Rights associated therewith or derived therefrom.

“Exclusive Licensor Technology” means the Exclusive Licensor Patents and Exclusive Licensor Know-How.

“Executive Officers” means, together, the Chief Executive Officer of Company and the Chief Medical Officer (or designee) of Licensor.

“FDA” means the United States Food and Drug Administration or a successor federal agency thereto.

“Field” means all prophylactic, palliative, therapeutic or diagnostic uses in humans for the treatment of any or all diseases and disorders.

“First Commercial Sale” means, on a country-by-country basis, the first commercial transfer or disposition for value of any Product in such country to a Third Party by Company or any of its Affiliates or Sublicensees.

“Generic Competition Triggering Event” means, with respect to any Product in a given country in the Territory, the occurrence of (a) a Generic Product is being marketed and sold by a Third Party in such country and (b) the average Net Sales by Licensee and its Affiliates and Sublicensees of such Product in such country in any [***] ([***]) consecutive Calendar [***] are at least [***] percent ([***]%) lower than the average Net Sales by Licensee and its Affiliates and Sublicensees for such Product in such country during the [***] ([***]) full Calendar [***] immediately prior to launch of such Generic Product..

“Generic Product” means, with respect to a particular Product and a particular country, any pharmaceutical product (other than the Product sold under authority from Company) that: (a) contains the same active ingredient(s) and route of administration as such Product and has received Marketing Approval in such country, or (b) for which biosimilarity or interchangeability (as applicable) with such Product has been demonstrated and which has received Marketing Approval in such country relying in whole or in part on any data generated in support of a Marketing Approval for such Product.

“Good Clinical Practices”, “GCP” or “cGCP” means the then-current standards, practices and procedures promulgated or endorsed by the FDA as set forth in the guidelines adopted by the International Conference on Harmonization (“ICH”), titled “Guidance for Industry E6 Good Clinical Practice: Consolidated Guidance,” (or any successor document) including related regulatory requirements imposed by the FDA and comparable regulatory standards, practices and procedures promulgated by the EMA or other Regulatory Authority applicable to the Territory, as they may be updated from time to time and as they are applicable.

“Good Laboratory Practices”, “GLP”, or “cGLP” means the then-current standards, practices and procedures promulgated or endorsed by the FDA as set forth in 21 C.F.R. Part 58 (or any successor statute or regulation), including related regulatory requirements imposed by the FDA and comparable regulatory standards, practices and procedures promulgated by the EMA or other Regulatory Authority applicable to the Territory, including applicable guidelines promulgated under the ICH, as they may be updated from time to time and as they are applicable.

“Good Manufacturing Practices”, “GMP”, or “cGMP” means the then-current good manufacturing practices required by the FDA, as set forth in the FFDCA, as amended, and the regulations promulgated thereunder, for the manufacture and testing of pharmaceutical materials, and comparable Law related to the manufacture and testing of pharmaceutical materials in jurisdictions outside the U.S., including the quality guideline promulgated by the ICH designated ICH Q7A, titled “Q7A Good Manufacturing Practice Guidance for Active Pharmaceutical Ingredients” and the regulations promulgated thereunder, in each case as they may be updated from time to time and as they are applicable.

“Governmental Body” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or entity and any court or other tribunal); (d) multi-national or supranational organization or body; or (e) individual, entity, or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

“HPK1” means haematopoietic progenitor kinase 1 and is a member of the germinal center kinase family of serine/threonine kinases. HPK1 is also known as MAP4Kl (or mitogen-activated protein kinase kinase kinase kinase 1).

“HPK1 Program” means any Compounds and Products, in each case that have been, at least in part, Developed by Licensor or Company for its potentially therapeutically useful action with respect to HPK1.

“IND” means, in the United States, an effective Notice of a Claimed Investigational New Drug Application filed with the FDA as more fully defined in 21 C.F.R. §312.3, and, with respect to every other country in the Territory, the clinical trial notification, clinical trial application or other equivalent application (i.e., a filing that must be made prior to commencing clinical testing of any Product in humans) filed with the applicable Regulatory Authority in such country.

“Indication” means a generally acknowledged disease or condition, a significant manifestation of a disease or condition, or symptoms associated with a disease or condition or a risk for a disease or condition for which an NDA may be obtained.

“Know-How” means any: (a) scientific or technical information, results and data of any type whatsoever, in any tangible or intangible form whatsoever, that is not in the public domain or otherwise publicly known, including discoveries, inventions, trade secrets, devices, databases, practices, protocols, regulatory filings, methods, processes (including manufacturing processes,

“Law” or “Laws” means all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law of any Governmental Body, including, to the extent applicable, the U.S. Food, Drug and Cosmetic Act, (21 U.S.C. §301 et seq.) (“FFDCA”), Prescription Drug Marketing Act, the Generic Drug Enforcement Act of 1992 (21 U.S.C. §335a et seq.), U.S. Patent Act (35 U.S.C. §1 et seq.), Federal Civil False Claims Act (31 U.S.C. §3729 et seq.), and the Anti-Kickback Statute (42 U.S.C. §1320a-7b et seq.), all as amended from time to time, together with any applicable rules, regulations, and compliance guidance promulgated thereunder, as well as applicable foreign equivalents of any of the foregoing.

“Lead Candidates” means all compounds that are identified in Schedule 1.41.

“MAA” means a Marketing Authorization Application filed with the European Medicines Agency (“EMA”).

“Marketing Approval” shall mean approval from the relevant Regulatory Authority in a given country necessary to market and sell a pharmaceutical product in such country, which for the sake of clarity, shall not include pricing and reimbursement approval, prior to any commercial disposition of such product in such country.

“NDA” means a New Drug Application, submitted pursuant to the requirements of the FDA, as more fully defined in 21 US C.F.R. § 314.3 et seq., and any equivalent application (e.g., MAA) submitted in any country in the Territory, including all additions, deletions or supplements thereto, and as any and all such requirements may be amended, or supplanted, at any time.

“Net Sales” means the aggregate gross sales (to the extent recognized as gross revenue by Licensee or any of its Affiliates or Sublicensees on an accrual basis in accordance with United States generally accepted accounting principles (“US GAAP”) or international financial reporting standards (“IFRS”), depending on which accounting standard is normally applied by such party with respect to the filing of its reporting) resulting from the sale of Products to independent or unaffiliated Third Party purchasers of such Product, less the following deductions accrued or actually taken with respect to such sales in accordance with either, as applicable, (a) US GAAP or (b) IFRS, depending on which accounting standard is normally applied by such party with respect to the filing of its reporting: [***]. For clarity, a particular deduction may only be accounted for once in the calculation of Net Sales.

“Non-Exclusive Licensor Patents” means patent applications listed on Schedule 1.46, and any and all Patent Rights associated therewith or derived therefrom.

“Other Active” means with respect to a Combination Product, any active pharmaceutical ingredient other than a particular Compound within such Combination Product. It is understood that an Other Active may be another Compound.

“Out-of-Pocket Expenses” means expenses actually paid by a Party or its Affiliate to any Third Party.

“Patent Rights” means any: (a) issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination or renewal; (b) pending patent applications, including, but not limited to, any continuation, divisional, continuation-in-part, substitute or provisional application; and (c) counterparts or foreign equivalents of any of the foregoing filed or issued in any country or jurisdiction.

“Person” means any natural person, corporation, firm, business trust, joint venture, association, organization, company, partnership or other business entity, or any government or agency or political subdivision thereof.

“Phase I Trial” means a Clinical Trial of a Product with the endpoint of determining initial tolerance, safety, pharmacokinetic or pharmacodynamic information in single dose, single ascending dose, multiple dose and/or multiple ascending dose regimens, as more fully described in U.S. federal regulation 21 C.F.R. § 312.21(a) and its equivalents in other jurisdictions.

“Phase II Trial” means a Clinical Trial of a Product with the endpoint of evaluating its effectiveness for a particular indication or indications in one or more specified doses or its short term tolerance and safety, as well as its pharmacokinetic and pharmacodynamic information in patients with the indications under study, as more fully described in U.S. federal regulation 21 C.F.R. § 312.21(b) and its equivalents in other jurisdictions.

“Phase III Trial” means a pivotal Clinical Trial of a Product on a sufficient number of patients, which trial is designed to: (a) establish that the Product is safe and efficacious for its intended use; (b) define warnings, precautions and adverse reactions that are associated with the Product in the dosage range to be prescribed; and (c) support Regulatory Approval for the Product, as more fully described in U.S. federal regulation 21 C.F.R. § 312.21(c) and its equivalents in other jurisdictions

“Post Marketing Trial” means any study conducted with respect to a Product after submission of an application for Regulatory Approval for such Product, whether initiated by a Party or at the request of an applicable Governmental Body, to delineate additional information about a drug’s risks, benefits, and optimal use, including safety surveillance studies, pharmacoeconomic studies, pharmacoepidemiology studies, studies relating to different dosing or schedules of administration, studies of the use of the drug in other patient populations or other stages of the disease, or studies of the use of the drug over a longer period of time, but, in any case, excluding any study that is necessary to be completed in order to obtain Regulatory Approval.

“Product” means any pharmaceutical product, in any dosage form or package configuration, that is Commercialized or undergoing Development that contains or comprises, in part or in whole, a Compound. For clarity, for the purposes of this Agreement: different dosage strengths of a given Product using the same formulation shall be considered the same Product; any Product which has a specific formulation shall be considered a different Product when it has a different formulation, even if the two Products are used for the treatment of the same Indication; and, for purposes of Section 5.2 only, any Product with a specific formulation which is used for the treatment of a particular Indication shall be considered a different Product when it is used for the treatment of a different Indication.

“Regulatory Approval” means any and all approvals, licenses, registrations, or authorizations of the relevant Regulatory Authority, including any pricing and/or pricing reimbursement approval or determination, necessary for the Development, manufacture, use, storage, import, transport or Commercialization of Product in a particular country or jurisdiction.

“Regulatory Authority” means (a) in the US, the FDA or (b) in any other jurisdiction anywhere in the world, any regulatory body with similar regulatory authority over pharmaceutical products (including without limitation, the EMA).

“Royalty Term” means, on a Product-by-Product and country-by-country basis, the period from the First Commercial Sale of such Product in such country until the later of (a) the expiration of the last to expire Valid Claim in an Exclusive Licensor Patent Covering the composition of matter of such Product in such country or (b) ten (10) years after the First Commercial Sale of such Product in such country. To the extent a Product contains or comprises, in part or in whole a compound that is Controlled by Licensor and licensed to Company under this Agreement, the Royalty Term means, on a Product-by-Product and country-by-country basis, the period from the First Commercial Sale of such Product in such country until the later of (a) the expiration of the last to expire Valid Claim, owned or controlled by Company, Covering the composition of matter of such Product in such country or (b) ten (10) years after the First Commercial Sale of such Product in such country.

“Senior Executive” means a member of senior management of a Party who is designated by such Party to resolve disputes under this Agreement.

“Sublicensee” means a Person other than an Affiliate of Company which is granted any sublicense rights under any of the license rights granted under Section 2.1; provided, that “Sublicensee” shall exclude distributors who are instead independent contractors of Company.

“Tax” or “Taxes” means any applicable federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“Territory” means worldwide.

“Third Party” means any Person other than Licensor, Company or any of their respective Affiliates.

“Third Party Action” means any filing of a suit by a Third Party against either Party that claims that any Compound or any Product, or its use, importation, Development, manufacture or sale infringes or misappropriates such Third Party’s intellectual property rights.

“Third Party License Agreement” means any agreement entered into with a Third Party, or any amendment or supplement thereto, that is required in order to exercise the grant of rights by Licensor to Company under this Agreement.

“United States” or “US” means the United States of America, its territories and possessions.

“USD” or “$” means the lawful currency of the United States.

“Valid Claim” means with respect to a patent or patent application in a country, any claim of a (a) issued patent that has not (i) expired, irretrievably lapsed or been abandoned, revoked, dedicated to the public or disclaimed or (ii) been found to be unpatentable, invalid or unenforceable by an unreversed and unappealable final decision of a governmental authority in such country or (b) application for a patent that (1) has been pending for less than [***] ([***]) years from the date of filing of that application, is being prosecuted in good faith, and has not been abandoned or finally disallowed without the possibility of appeal or re-filing and (2) has not been admitted to be invalid or unenforceable through reissue, reexamination, or disclaimer. In the event that a Patent Right issues from an application for a Patent Right described in clause (b) of this definition, the claims of such issued Patent Right will be deemed to be Valid Claims from and after the date of issuance so long as it satisfies the requirements of clause (a) of this definition.

Grant of Licenses to Company. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Company (a) an exclusive (even as to Licensor and its Affiliates), fee-bearing and transferable (subject to the provisions of Section 12.2) right and license (with the right to sublicense, subject to the provisions of Section 2.2) under the Exclusive Licensor Technology to research, Develop, manufacture, have manufactured, use, Commercialize, market, have marketed, sold, have sold and otherwise exploit the Compounds and Products in the Territory in the Field and (b) a non-exclusive, fee-bearing and transferable (subject to the provisions of Section 12.2) right and license (with the right to sublicense, subject to the provisions of Section 2.2) under the Non-Exclusive Licensor Patents to research, Develop, manufacture, have manufactured, use, Commercialize and otherwise exploit the Compounds and Products in the Territory in the Field.

Grant of Sublicenses by Company. Company shall have the right, in its sole discretion, to grant sublicenses (with or without the right to grant further sublicenses through multiple tiers), in whole or in part, under the licenses granted in Section 2.1; provided, however, that the granting by Company of a sublicense shall not relieve Company of any of its obligations hereunder. Any sublicense shall be in writing and subject to, and consistent with, the terms and conditions of this Agreement. Company shall provide Licensor with a copy of any sublicense agreement, and any amendment thereto, within [***] ([***]) days after its execution; provided that Company shall have the right to redact from such copy of the sublicense agreement any (a) financial terms and (b) other technical or business information which Company determines in good faith to be necessary to protect any of its or its Sublicensee’s confidential or proprietary information unrelated to Company’s obligations under this Agreement. Company shall make all payments due to Licensor pursuant to this Agreement by reason of achievement of any royalties set forth herein by any Sublicensee. The Company will further require any Sublicensee to comply with all terms of this Agreement applicable to such Sublicensee (including, to the extent applicable, all terms of any Third Party License Agreement).

Technology Transfer. As soon as reasonably practicable after the Effective Date, but in no event later than [***] ([***]) calendar [***] following the Effective Date, or such longer period as the Parties may mutually agree to in writing, Licensor will deliver to Company or its designee, at Company’s cost and expense, (a) a copy of all Exclusive Licensor Know-How, and (b) Lead Candidate, Chemical Library I and biological materials (collectively, “Materials”), as set forth in Schedule 2.3 attached hereto. Licensor shall deliver the aforementioned Exclusive Licensor Know-How to Company in a form reasonably acceptable to Company. Within [***] ([***]) [***] following the Effective Date, the Company may make a one-time request that Licensor provide, at Company’s cost and expense, a copy of additional data and information exclusively related to Licensor’s C-KIT Program or HPK1 Program under Licensor’s control and not previously delivered to the Company pursuant to this Section 2.3 and which Licensor reasonably believes is necessary and required in order to exercise its rights under the license granted hereunder, which request the Licensor may choose to fulfill in its sole discretion. Notwithstanding the foregoing, Licensor shall have no obligation to make or have made any Lead Candidates or other Materials.

Regulatory Documents Transfer. If Licensor has submitted any Regulatory Documents (as defined below), upon Company’s written request after the Effective Date, Licensor shall (to the extent allowed or consented to by Law), at Company’s cost and expense, assign to Company all applications and filings made by or on behalf of Licensor with any Regulatory Authority in the Territory with respect to any Lead Candidates, if any, including any IND, NDA or orphan drug designations or any other application for regulatory consultations or consideration, including sponsorship thereof (the “Regulatory Documents”). To the extent any of the Regulatory Documents cannot be assigned to Company, Licensor hereby grants to Company an exclusive (even as to Licensor and its Affiliates) and transferable (subject to the provisions of Section 12.2) license and right of reference under the Regulatory Documents (with the right to sublicense and grant further rights of reference, subject to the provisions of Section 2.2) under the Regulatory Documents as necessary to research, Develop, manufacture, have manufactured, use, Commercialize, market, have marketed, sold, have sold and otherwise exploit any Compounds and Products in the Territory in the Field.

Confirmatory License. Licensor shall, if requested to do so by Company, promptly enter into a confirmatory license in a form reasonably requested by Company for purposes of recording the licenses granted under this Agreement with such patent offices or other Regulatory Authorities as Company considers appropriate.

Licensor/Company Covenants. If Licensor has entered into a Third Party License Agreement, then:

No EGFR Use or Implied Licenses. Notwithstanding anything herein to the contrary, during the Term of this Agreement, Company shall not, by itself or through a Third Party, directly or indirectly, use the Exclusive Licensor Technology, Non-Exclusive Licensor Patents, Chemical Library I, and/or other Materials to research, develop, manufacture, have manufactured, use, commercialize, market, have marketed, sold, have sold or otherwise exploit the same with respect to EGFR or an EGFR Program.

Development of Products by Company. Company shall have the sole responsibility and decision-making authority, to research and Develop the Compounds and Products and to conduct (either itself or through its Affiliates, agents, subcontractors and/or Sublicensees) all Clinical Trials and non-clinical studies Company believes appropriate to obtain Regulatory Approval for such Products in the Territory in the Field.

Commercialization. Company shall have the sole responsibility and decision-making authority, to Commercialize Products itself or through one or more Affiliates or Sublicensees or other Third Parties selected by Company and shall have the sole decision-making authority and responsibility in all matters relating to the Commercialization of Products in the Territory in the Field.

Clinical and Commercial Manufacturing. In the Territory in the Field, Company shall have the right to manufacture the Compounds and Products itself or through one or more Affiliates or Sublicensees or other Third Parties selected by Company.

Diligence by Company. Subject to Licensor’s fulfillment of its obligations under this Agreement, Company shall use Commercially Reasonable Efforts to Develop and, after receiving Regulatory Approval, Commercialize at least one (1) Product. Company shall have the exclusive right to determine, in its sole discretion, the launch strategy for Product, subject to its exercise of Commercially Reasonable Efforts and the availability of any necessary Third Party licenses or other rights. Activities conducted by Company’s Affiliates and Sublicensees will be considered as Company’s activities under this Agreement for purposes of determining whether Company has complied with its obligation to use Commercially Reasonable Efforts. Company shall be relieved of its diligence obligations under this Section 3.4 starting from the date Company provides Licensor with a termination notice pursuant to Section 10.2, Section 10.3 or Section 10.5. Without limiting

Subcontracting. Company may exercise any of its rights, or perform any of its obligations, under this Agreement (including any of the rights licensed in Section 2.1) by subcontracting the exercise or performance of all or any portion of such rights and obligations on Company’s behalf. Any subcontract granted or entered into by Company as contemplated by this Section or the exercise or performance of all or any portion of the rights or obligations that Company may have under this Agreement by a subcontractor shall not relieve Company from any of its obligations under this Agreement. Company shall be responsible for any breaches of this Agreement by its subcontractors in connection with their performance of any of Company’s obligations or exercise of any of the Company’s rights hereunder.

Trademarks. As between Licensor and Company, Company shall have the sole authority to select trademarks for the Products and shall own all such trademarks in the Territory. Without limiting the foregoing, Licensor is not receiving and is not entitled to receive any license or right in, under any trademarks of Company or any of its Affiliates under this Agreement, whether by implication, estoppel or otherwise, and all such rights are hereby reserved. Throughout the Term of this Agreement and thereafter, Company shall not adopt or use, register or attempt to register in the Territory in connection with any Products any trademark or trade name that includes, or is confusingly similar to, Licensor’s or any of its Affiliates registered trademarks.

Funding and Progress Reports.Without limiting any of Licensor’s obligations that have been mutually agreed upon by the parties, Company shall be solely responsible for funding all costs of the Development and Commercialization of the Compounds and Products. The Company shall keep Licensor informed in a timely manner as to the progress of the Development of Compounds and Products as set forth in this Section 3.7. On a Compound by Compound and Product by Product basis on an annual basis within [***] ([***]) days following the end of each Calendar Year, the Company shall provide Licensor, through its designated contact person, with a written report that provides a summary of the Company’s significant activities related to Development and Commercialization of each Compound and Product and status of Clinical Trials and applications for Regulatory Approval necessary for marketing such Product. Such reports shall be deemed the Company’s Confidential Information.

Right of Notice of Sublicense. In the event that Company determines for the first time to sublicense its rights to Commercialize a Product in its entirety or with respect to one or more country(ies) to a Third Party, the Company shall so notify Licensor of such determination (the first time only), which notice shall include the rights contemplated to be sublicensed, including the proposed country or territory. The Company shall be free to sublicense such rights without further obligation under this Section 3.8. Notwithstanding anything to contrary, the obligations of this Section 3.8 shall not apply with respect to any proposed agreement with a Third Party covering both rights to be sublicensed hereunder as well as rights or obligations relating to other products of the Company or its Affiliates or such Third Party.

Regulatory Filings. As between Company and Licensor, Company shall be responsible for owning, obtaining and maintaining all regulatory filings and Regulatory Approvals for the Products, including all INDs and NDAs, in the Territory.

Communications with Authorities. Company (or one of its Affiliates or Sublicensees) shall be responsible, and act as the sole point of contact, for communications with Regulatory Authorities about the Development, Commercialization, and manufacturing of Products in the Territory. Following the Effective Date, Licensor shall not initiate (or permit any of its Affiliates to initiate), with respect to any Product, any meetings or contact with Regulatory Authorities in the Territory, without first obtaining Company’s prior written consent. To the extent Licensor or any Affiliate receives any written or oral communication from any Regulatory Authority in the Territory relating to any Product, to the extent not prohibited by Law, Licensor shall (a) refer such Regulatory Authority to Company, and (b) as soon as reasonably practicable (but in any event within [***] ([***]) hours), notify Company and provide Company with a copy of any written communication received by Licensor or such Affiliate or, if applicable, complete and accurate minutes of such oral communication.

Adverse Event Reporting. Company agrees to comply with any and all Laws applicable during the Term in connection with Product safety data monitoring, collection and reporting. If Licensor or any Affiliate has or receives any information regarding any Adverse Event which may be related to the use of any Product, then Licensor shall provide Company with all such information in English within such reasonable timelines which enable Company to comply with all Laws and relevant regulations and requirements.

Recalls. Company shall have the sole right to determine whether and how to implement a recall or other market withdrawal of Products in the Territory.

Equity Issuance. As full consideration for Licensor’s grant of rights and licenses to Company under this Agreement, and fulfillment by Licensor of its other obligations under this Agreement, Company shall issue to Licensor certain shares in the Company as described in this Section and pay Licensor royalty payments as described below. Upon execution of this Agreement and subject to the terms and conditions of that certain Series A Preferred Stock Purchase Agreement dated June 1, 2018 (the “Stock Purchase Agreement”), Company shall issue to Licensor 821,918 shares of Series A Preferred Stock. In addition, in the event of an issuance of Milestone Shares (as defined in the Stock Purchase Agreement), Company shall issue to Licensor additional shares of Series A Preferred Stock as set forth in the Stock Purchase Agreement.

Royalty Payments. Company shall, during each applicable Royalty Term, pay or cause to be paid to Licensor a percentage of Net Sales, on a Product-by-Product, country-by-country and Calendar Year-by-Calendar Year basis, where the applicable percentage varies according to the incremental amount of year-to-date Net Sales for the current Calendar Year, as follows (“Royalty Payments”):

$[***] - $[***]

$[***] - $[***]

$[***] or more

Reductions and Deductions.

Mode of Payment and Currency; Invoices. All payments to Licensor hereunder shall be made by deposit of US Dollars in the requisite amount to such bank account as Licensor may from time

Reports and Records Retention. Within [***] ([***]) days after the end of each Calendar Quarter during which any payment under Section 5.2 becomes payable, Company shall deliver to Licensor, a written report (“Royalty Report”), on a Product-by-Product, country-by-country basis, summarizing the total amount of the gross sales (to the extent recognized as gross revenue by Licensee or any of its Affiliates or Sublicensees on an accrual basis in accordance with US GAAP or IFRS, depending on which accounting standard is normally applied by such party with respect to the filing of its reporting) resulting from the sale of Products sold by Company, its Affiliates and its Sublicensees and Net Sales during such Calendar Quarter, the exchange rates used in converting Net Sales to U.S. dollars, and details on a country-by-country basis of any deductions or reductions pursuant to Section 5.3 and the calculation of the Royalty Payment, and the dates of the First Commercial Sale of each Product in each country in the Territory for which royalties are due hereunder, if it has occurred during the corresponding Calendar Quarter. The Company shall pay all amounts due to Licensor pursuant to Section 5.2 with respect to Net Sales for each Calendar Quarter within [***] ([***]) days after the end of each Calendar Quarter. Each Royalty Report shall be deemed Confidential Information of Company subject to the obligations of Article 7 of this Agreement. For at least [***] ([***]) years after the end of the Calendar Year in which any such Royalty Report is submitted, Company shall, and shall ensure that its Affiliates, keep complete and accurate records of such Net Sales in sufficient detail to confirm the accuracy of the calculations hereunder.

Late Payments. All payments under this Agreement which are not disputed in good faith by Company shall earn interest from the date due until paid at a rate equal to the lesser of (a) the maximum rate permissible under Law and (b) one percent (1.0%) percent per month (i.e., twelve percent (12%) per annum).

Audits.

Taxes.

Drug Price Competition and Patent Restoration Act. Each Party shall immediately give written notice to the other Party of any certification of which they become aware filed pursuant to 21 U.S.C. Section 355(b)(2)(A) (or any amendment or successor statute thereto) claiming that any Exclusive Licensor Patents and Non-Exclusive Licensor Patents (collectively, the “Licensor Patents”) Covering any Product, or the manufacture or use of each of the foregoing, are invalid or unenforceable, or that infringement will not arise from the manufacture, use or sale of a Product by a Third Party.

Listing of Patents. Company shall have the sole right to determine which of the Licensor Patents, if any, shall be listed for inclusion in the Approved Drug Products with Therapeutic Equivalence Evaluations pursuant to 21 U.S.C. Section 355, or any successor Law in the United States, together with any comparable Laws in any other country in the Territory.

Patent Prosecution and Maintenance.

Enforcement of Patents and Know-How.

Third Party Actions Claiming Infringement.

Confidentiality Obligations. Each Party agrees that, for the Term and for [***] ([***]) years thereafter, such Party shall, and shall ensure that its Affiliates and its and their employees, consultants, contractors, advisors and agents (collectively, “Representatives”), hold in confidence all Confidential Information disclosed to it by the other Party pursuant to this Agreement, unless such information:

Permitted Use/Disclosure. Notwithstanding Section 7.1, a Party may use or disclose the Confidential Information of the other Party for the purpose of performing its obligations, or exercising its rights, under this Agreement, including for purposes of:

Required Disclosure. The recipient may disclose the Confidential Information to the extent required by Law or court order; provided, however, that the recipient promptly provides to the disclosing party prior written notice of such disclosure and provides reasonable assistance to the disclosing party in obtaining an order or other remedy protecting the Confidential Information from public disclosure.

Publications. Licensor shall not publish, present, announce results or otherwise disclose any information relating to any Compound or Product without first obtaining the prior written consent of Company (which consent shall not be unreasonably withheld, delayed or conditioned), unless such information has already been publicly disclosed either prior to the Effective Date or after the Effective Date through no fault of Licensor and otherwise not in violation of this Agreement. Licensor shall submit to Company for Company’s written approval (which approval shall not be unreasonably withheld, delayed or conditioned) any publication or presentation (including in any seminars, symposia or otherwise) of information related directly or indirectly to any Compound or Product for review and approval at least [***] ([***]) days prior to submission for the proposed date of publication or presentation. Company shall have the right to publish, present, announce results or otherwise disclose any information relating to any Compound or Product without the prior written consent of Licensor. If either party is planning to publish any scientific publications that include any material information directly relating to any compound in Chemical Library I (the “Chemical Library I Publications”), then such publishing Party shall provide a copy of such proposed publication to the other Party so as to give the other Party [***] ([***]) days to comment on such publication. The foregoing obligation (in the last sentence) shall not apply to the extent such material information has already been publicly disclosed through no fault of the publishing

Public Disclosures. Neither Party shall have the right to make press releases or public announcements regarding this Agreement or the terms of this Agreement without first obtaining the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except for disclosures made in compliance with Section 7.2. Subject to the foregoing sentence, Company shall have the right to make press releases and public announcements regarding the Development and/or Commercialization of Products, and in connection with which acknowledge (subject to Section 12.7) that the Compound and/or Product were licensed in from an unaffiliated entity, without the prior written consent of Licensor.

Representations and Warranties. Each Party represents and warrants that, as of the Effective Date:

Additional Representations and Warranties of Licensor. Licensor represents and warrants to Company that, as of the Effective Date:

No Other Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS THIS AGREEMENT, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT OR AS TO THE VALIDITY OF ANY PATENTS.

Indemnification by Company. Company shall indemnify, defend and hold Licensor and its Affiliates and each of their respective employees, officers, directors and agents (the “Licensor Indemnitees”) harmless from and against any and all Third Party liability, damage, loss, cost or expense (including reasonable attorneys’ fees) to the extent arising out of Third Party claims or suits related to: (a) Company’s negligence or willful misconduct; (b) breach by Company of its representations or warranties set forth in Article 8; or (c) Development, Commercialization, manufacturing or other activities in connection with the use or practice of the Exclusive Licensor Technology or Non-Exclusive Licensor Patents by or on behalf of Company or its Affiliates or Sublicensees (including product liability claims); provided, however, that Company’s obligations pursuant to this Section 9.1 shall not apply (i) to the extent such claims or suits arise or result from the negligence or willful misconduct of any of the Licensor Indemnitees or are covered by Licensor’s obligations under Section 9.2, (ii) with respect to claims or suits arising out of breach by Licensor of any of its representations or warranties forth in Article 8 or (iii) with respect to any personal injury claims or suits resulting directly from the use of any Lead Candidates or Chemical Library I supplied to Company by Licensor.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company and its Affiliates and each of their respective agents, employees, officers and directors (“Company Indemnitees”) harmless from and against any and all Third Party liability, damage, loss, cost or expense (including reasonable attorney’s fees) to the extent arising out of Third Party claims or suits (including Third Party Actions) related to: (a) Licensor’s negligence or willful misconduct; or (b) breach by Licensor of its representations, warranties or covenants set forth in this Agreement; or (c) Development, Commercialization, manufacturing or other activities in connection with the use or practice of the Non-Exclusive Licensor Patents by or on behalf of Licensor or its Affiliates (including product liability claims); provided, however, that Licensor’s obligations pursuant to this Section 9.2 shall not apply (i) to the extent that such claims or suits arise or result from the negligence or willful misconduct of any of Company Indemnitees or are covered by Company’s obligations under Section 9.1 or (ii) with respect to claims or suits arising out of a breach by Company of its representations or warranties set forth in Article 8.

No Consequential Damages. EXCEPT (A) IN THE EVENT OF THE WILLFUL MISCONDUCT OR FRAUD OF A PARTY, (B) OR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (CONFIDENTIALITY), AND (C) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 OR SECTION 9.2, AS APPLICABLE, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY BREACH HEREOF. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY FROM SEEKING OR OBTAINING ANY REMEDY AVAILABLE UNDER LAW FOR ANY BREACH OF BY THE OTHER PARTY OF ITS CONFIDENTIALITY AND NON-USE OBLIGATIONS UNDER Article 7.

Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party’s right to receive indemnification under this Article 9, it shall: (a) promptly notify the other Party as

Insurance. During the Term, each Party shall obtain and maintain, at its sole cost and expense, insurance (including any self-insured arrangements) in types and amounts, that are reasonable and customary in the United States pharmaceutical and biotechnology industry for companies engaged in comparable activities. It is understood and agreed that this insurance shall not be construed to limit either Party’s liability with respect to its indemnification obligations hereunder or otherwise. Each Party will, except to the extent self-insured, provide to the other Party upon request a certificate evidencing the insurance such Party is required to obtain and keep in force under this Section 9.5. Notwithstanding the foregoing, Licensor acknowledges and agrees that so long as Company obtains such insurance within [***] ([***]) days after the Effective Date, Company shall not be deemed to be in breach of any of the foregoing.

Term and Expiration. The term of this Agreement (the “Term”) shall commence on the Effective Date and, unless earlier terminated as provided in this Article 10, shall continue in full force and effect, on a country-by-country and Product-by-Product basis until the date on which the Royalty Term in such country with respect to such Product expires, at which time this Agreement shall expire in its entirety with respect to such Product in such country and the terms of Section 10.6(b)(i) shall apply.

Termination for Convenience. At any time during the Term, Company may, at its convenience, terminate this Agreement in its entirety, or on a Product-by-Product or country-by-country basis, immediately upon [***] ([***]) days’ prior written notice to Licensor.

Termination for Material Breach.

Termination for Patent Challenge. Licensor may terminate this entire Agreement upon written notice to Company with respect to a Product in the Territory at any time upon providing written notice to the Company, if the Company, or any of the Company’s Affiliates or Sublicensees, directly, or indirectly through assistance provided by a Third Party, commences any interference or opposition proceeding, challenges the validity or enforceability of, or opposes any extension of or the grant of a supplementary protection certificate with respect to any Licensor Patent (each such action, a “Patent Challenge”) and Company does not stop such interference or opposition proceeding, challenge or opposition (by Company or any of the Company’s Affiliates or Sublicensees) within [***] ([***]) days after receipt of written notice thereof and reasonable details related thereto.

Termination for Bankruptcy. Either Party may terminate this Agreement in its entirety upon providing written notice to the other Party on or after the time that such other Party experiences a Bankruptcy Event.

Effects of Termination.

Effect of Bankruptcy or Insolvency.

Disputes. The Parties recognize that disputes as to certain matters may from time to time arise during the Term which relate to either Party’s rights and/or obligations hereunder. It is the objective of the Parties to establish under this Article 11 procedures to facilitate the resolution of disputes arising under this Agreement (other than any disputes relating to matters that Company has sole decision-making authority and/or discretion under this Agreement (each, a “Non-Escalatable Dispute”), in which case, such matter shall be determined by Company and shall not be part of the dispute resolution procedure set forth in this Article 11) in an expedient manner by mutual cooperation and without resort to litigation. In the event that the Parties are unable to resolve such dispute through diligent review and deliberation by the Senior Executives within [***] ([***]) days from the day that one Party had designated the issue as a dispute in written notice to the other Party, then either Party shall have the right to escalate such matter to the Executive Officers as set forth in Section 11.2.

Escalation to Executive Officers. Either Party may, by written notice to the other Party, request that a dispute (other than a Non-Escalatable Dispute) that remains unresolved by the Senior Executives for a period of [***] ([***]) days as set forth in Section 11.1 arising between the Parties in connection with this Agreement, or a dispute relating to material breach, be resolved by the Executive Officers, within [***] ([***]) days after referral of such dispute to them. If the Executive Officers do not resolve such dispute within [***] ([***] days after referral of such dispute to them, then, at any time after such [***] ([***]) day period, either Party may proceed to arbitration in accordance with Section 11.3 with respect to such dispute.

Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, but excluding any dispute, controversy or claim concerning the validity, enforceability, infringement or misappropriation of any intellectual property, shall be finally settled by binding arbitration conducted in the English language in New York, New York under the commercial arbitration rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration will be conducted by a panel of three (3) arbitrators. Each Party will appoint one (1) arbitrator, and these two (2) arbitrators so selected by the Parties will then select the third arbitrator. Disputes about arbitration procedure shall be resolved by the arbitrators. The arbitrators shall not be current or former employees or directors, or current stockholders, of either Party or any of their respective Affiliates or Sublicensees and each arbitrator shall have at least fifteen (15) years of pharmaceutical industry experience. The arbitrators shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute, protect trade secrets and provide for security for a prospective monetary award. Within fifteen (15) days after selection of all three (3) of the arbitrators, the arbitrators shall conduct the preliminary conference. In addressing any of the subjects within the scope of the preliminary conference, the arbitrators shall take into account both the desirability of making discovery efficient and cost-effective and the needs of the Parties for an understanding of any legitimate issue raised in the arbitration. In addition, each Party shall have the right to take up to [***] ([***]) [***] of deposition testimony, including expert deposition testimony. The hearing shall commence within [***] ([***]) days after the selection of the arbitrators. The arbitrators shall, in their discretion, allow each Party to submit concise written statements of position and shall permit the submission of rebuttal statements, subject to reasonable limitations on the length of such statements to be established by the arbitrators. The hearing shall be no longer than [***] ([***]) Business Days in duration. The arbitrators shall also permit the submission of expert reports. The arbitrators shall render their decision and award within [***] ([***]) days after the arbitrators declare the hearing closed, and the decision and award shall

Injunctive Relief. No provision herein shall be construed as precluding a Party from bringing an action for injunctive relief or other equitable relief prior to the initiation or completion of the above procedure.

Relationship of the Parties. Nothing in this Agreement is intended or shall be deemed, for financial, tax, legal or other purposes, to constitute a partnership, agency, joint venture or employer-employee relationship between the Parties.

Assignment.

Performance and Exercise by Affiliates. Each Party shall have the right to have any of its

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

Accounting Procedures. Each Party shall calculate all amounts, and perform other accounting procedures required, under this Agreement and applicable to it in accordance with either, as applicable, (a) US GAAP or (b) IFRS, depending on which accounting standard is normally applied by such Party with respect to the filing of its reporting. All terms of an accounting or financial nature in this Agreement shall be construed in accordance with the foregoing accounting standard.

Force Majeure. Neither Party shall be liable to the other Party or be deemed to have breached or defaulted under this Agreement for failure or delay in the performance of any of its obligations under this Agreement for the time and to the extent such failure or delay is caused by or results from acts of God, earthquake, riot, civil commotion, terrorism, war, strikes or other labor disputes, fire, flood, failure or delay of transportation, omissions or delays in acting by a governmental authority, acts of a government or an agency thereof or judicial orders or decrees or restrictions or any other reason which is beyond the control of the respective Party. The Party affected by force majeure shall provide the other Party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and will use Commercially Reasonable Efforts to overcome the difficulties created thereby and to resume performance of its obligations hereunder as soon as practicable.

No Trademark Rights. No right, express or implied, is granted by this Agreement to a Party to use in any manner the name or any other trade name or trademark of the other Party in connection with the performance of this Agreement or otherwise.

Entire Agreement of the Parties; Amendments. This Agreement and the Schedules hereto constitute and contain the entire understanding and agreement of the Parties respecting the subject matter hereof and cancel and supersede any and all prior negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject matter. Except as specified herein, no waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in a writing referencing this Agreement and signed by a duly authorized officer of each Party.

Captions. The captions to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement.

Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, USA, excluding application of any conflict of laws principles that would require application of the Law of a jurisdiction outside of the State of New York. In the event of any conflict between US and foreign laws, regulations and rules, US laws, regulations and rules shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Notices and Deliveries. Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person or by express courier service (signature required) to the Party to which it is directed at its address shown below or such other address as such Party shall have last given by notice to the other Party.

Name:

Street:

City/State:

Country:

Attn:

OrbiMed Advisors LLC

601 Lexington Avenue, 54^th Floor

New York, New York 10022

United States of America

[***]

Name:

Street:

City/State:

Country:

Attn:

ARIAD Pharmaceuticals, Inc.

40 Landsdowne Street

Cambridge, Massachusetts 02139

United States of America

Law Department

Language. The official language of this Agreement and between the Parties for all correspondence shall be the English language.

Waiver. A waiver by either Party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any other term or condition hereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

Severability. When possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Law, but if any provision of this Agreement is held to be prohibited by or invalid under Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. The Parties shall make a good faith effort to replace the invalid or unenforceable provision with a valid one which in its economic effect is most consistent with the invalid or unenforceable provision.

No Implied License. No right or license is granted to either Party hereunder by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or Controlled by the other Party or its Affiliates, except as expressly set forth in this Agreement.

Interpretation. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “will” and “shall” have the same meaning All references herein to ARTICLES, Sections, and Schedules shall be deemed references to ARTICLES and Sections of, and Schedules to, this Agreement unless the context shall otherwise require. The preamble to this Agreement and the descriptive headings of ARTICLES and Sections are inserted solely for convenience of reference and are not intended as complete or accurate

Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. A portable document format (PDF) copy of this Agreement, including the signature pages, will be deemed an original.