Generation Bio (GBIO) S-1 IPO registration

Exhibit 10.12

Certain identified information has been marked in the exhibit because it is both (i) not material

and (ii) would likely cause competitive harm to the Company, if publicly disclosed.

Double asterisks denote omissions.

PUBLIC HEALTH SERVICE

PATENT LICENSE AGREEMENT NONEXCLUSIVE SUBLICENSABLE

ThisAgreement is based on the model Patent License Non-Exclusive Sublicensable Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of thePHS within the Department of Health and Human Services (“HHS”).

This Cover Page identifies the Parties to thisAgreement:

The U.S. Department of Health and Human Services, as represented by

The National Heart, Lung, and Blood Institute (NHLBI)

an Institute or Center (hereinafter referred to as the “IC”) of the

NIH

and

Torus Therapeutics, Inc.,

hereinafter referred toas the “Licensee”,

having offices at 400 Technology Square, Cambridge, MA 02139,

created and operating under the laws of the State of Delaware, United States of America

Tax ID No.: 814301284

For theIC’s internal use only

License Number:L-124-2017/0

License Application Number:A-084-2017

Serial Number(s) of Licensed Patent(s) or Patent Application(s):

O/Ref	Country	Application N°	Status
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]

All entitled: [**].

HHS Reference:E-241-2010

Licensee: Torus Therapeutics

Cooperative Research and Development Agreement (CRADA) Number (if a subject invention): N/A

Additional Remarks: N/A

Public Benefit(s): Development of Gene Therapy Products

This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attachedAgreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D

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((Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options.

TheIC and theLicensee agree as follows:

1. BACKGROUND

1.1 In the course of conducting biomedical and behavioral research, theIC investigators made inventions that may have commercial applicability.

1.2 By assignment of rights from theIC employees,HHS, on behalf of theGovernment, and together with Association Institute de Myologie (AIM, Paris, FR), Centre National de la Recherche Scientifique (CNRS, Paris, FR), Universite Pierre et Marie Curie (UPMC, Paris, FR), and INSERM TRANSFERT SA (Paris, FR) (together “Co-Owner”) owns intellectual property rights claimed in any United States or foreign patent applications or patents corresponding to the assigned inventions.HHS also owns any tangible embodiments of these inventions actually reduced to practice by theIC.

1.3 The Secretary ofHHS has delegated to theIC the authority to enter into thisAgreement for the licensing of rights to these inventions under 35 U.S.C.§§200-212, theFederal Technology Transfer Act of 1986, 15 U.S.C.§3710(a), and the regulations governing the licensing ofGovernment-owned inventions,37 CFR Part 404.

1.4 TheIC desires to transfer these inventions to the private sector through commercialization licenses to facilitate the commercial development of products and processes for public use and benefit.

1.5 TheLicensee desires to acquire commercialization rights to certain of these inventions in order to develop processes, methods, or marketable products for public use and benefit.

2. Definitions

2.1 “Affiliate(s)” means a corporation or other business entity, which directly or indirectly is controlled by or controls, or is under common control with theLicensee. For this purpose, the term “control” shall mean ownership of more than fifty percent (50%) of the voting stock or other ownership interest of the corporation or other business entity, or the power to elect or appoint more than fifty percent (50%) of the members of the governing body of the corporation or other business entity.

2.2 “Benchmarks” mean the performance milestones that are set forth in Appendix D.

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2.3 “Commercial Development Plan” means the written commercialization plan attached as Appendix E.

2.4 “First Commercial Sale” means the initial transfer by or on behalf of theLicensee or its sublicensees ofLicensed Products or the initial practice of aLicensed Process by or on behalf of theLicensee or its sublicensees in exchange for cash or some equivalent to which value can be assigned for the purpose of determiningNet Sales.

2.5 “Government” means the Government of the United States of America.

2.6 “Licensed Fields of Use” means the fields of use identified in Appendix B.

2.7 “Licensed Patent Rights” shall mean:

(a) Patent applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of all these patents;

(b) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.7(a):

(i) continuations-in-part of 2.7(a);

(ii) all divisions and continuations of thesecontinuations-in-part;

(iii) all patents issuing from thesecontinuations-in-part, divisions, and continuations;

(iv) priority patent application(s) of 2.7(a); and

(v) any reissues, reexaminations, and extensions of all these patents;

(c) to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.7(a): all counterpart foreign and U.S. patent applications and patents to 2.7(a) and 2.7(b), including those listed in Appendix A; and

(d) Licensed Patent Rights shallnot include 2.7(b) or 2.7(c) to the extent that they contain one or more claims directed to new matter which is not the subject matter disclosed in 2.7(a).

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2.8 “Licensed Processes” means processes, which in the course of being practiced, would be within the scope of one or more claims of theLicensed Patent Rights that have not expired or been abandoned or revoked or held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

2.9 “Licensed Products” means tangible materials, which in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of theLicensed Patent Rights that have not expired or been abandoned or revoked or held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

2.10 “Licensed Territory” means the geographical area identified in Appendix B.

2.11 “Net Sales” means the total gross receipts for sales ofLicensed Products or practice ofLicensed Processes by or on behalf of theLicensee or its sublicensees, and from leasing, renting, or otherwise makingLicensed Products available to others without sale or other dispositions, whether invoiced or not, less returns and allowances, packing costs, insurance costs, freight out, taxes or excise duties imposed on the transaction (if separately invoiced), and trade, wholesaler and quantity discounts, chargebacks and rebates and cash discounts in amounts customary in the trade to the extent actually granted. No deductions shall be made for commissions paid to individuals, whether they are with in dependent sales agencies or regularly employed by theLicensee, or sublicensees and on its payroll, or for the cost of collections. Net Sales does not include (a) any sale or transfers between or amongLicensee and itsAffiliate(s) or sublicensees; provided that the subsequent sale of suchLicensed Product to a third-partyend-user shall be included in Net Sales; (b) donations tonon-profit institutions or government agencies or (c) use or practice for test marketing promotional use or demonstration purposes, or for clinical trials or indigent patient programs.

2.12 “Practical Application” means to manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and in each case, under these conditions as to establish that the invention is being utilized and that its benefits are to the extent permitted by law orGovernment regulations available to the public on reasonable terms.

3. GRANT OF RIGHTS

3.1 TheIC hereby grants, and theLicensee accepts, subject to the terms and conditions of thisAgreement, a nonexclusive license under theLicensed Patent Rights in theLicensed Territory to make and have made, research, have researched, to use and have used, to sell and have sold, to offer to sell, and to import anyLicensed Products in theLicensed Fields of Use and to practice and have practiced anyLicensed Processes in theLicensed Fields of Use.

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3.2 If the license granted toLicensee in Paragraph 3.1 is held to be invalid or otherwise ineffective with respect to any of theLicensed Patent Rights on account of any failure by theIC to obtain the consent of aco-owner of suchLicensed Patent Rights to the grant of such license, theIC hereby covenants not to enforce suchLicensed Patent Rights againstLicensee or any ofLicensee’s permitted sublicensees based on any making or having made, research, having researched, use or having used, sale or having sold, offering to sell, or importation of anyLicensed Products in theLicensed Fields of Use or practice or having practiced anyLicensed Processes in theLicensed Fields of Use by or on behalf ofLicensee or any ofLicensee’s permitted sublicensees, for so long as thisAgreement remains in force, and theIC further covenants not to consent or agree to, and not to grant or transfer any right permitting or enabling the undertaking of, any such enforcement by any third party.

3.3 Licensee understands that, as of the date of thisAgreement,NIH and/orIC, on the one hand, and theCo-Owner, on the other hand, are or may be in discussions regarding a proposed inter-institutional agreement (the “Proposed IIA”) between them pursuant to which they may enter into certain agreements regarding the licensing and administration of theLicensed Patent Rights.Licensee agrees, if requested byNIH and/orIC, to reasonably negotiate appropriate amendments to thisAgreement to conform with theProposed IIA, if and when executed, and, whether or not theProposed IIA is executed, shall agree to pay any portion ofLicensee’s reimbursement obligations under Paragraphs 6.9 and 6.10 directly toCo-Owner as directed by theIC,provided thatLicensee’s license hereunder shall remain in force andLicensee shall be treated on par with (or more favorably than) othernon-exclusive licensees of theLicensed Patent Rights.

3.4 ThisAgreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of theIC other than theLicensed Patent Rights regardless of whether these patents a redominant or subordinate to theLicensed Patent Rights.

4. SUBLICENSING

4.1 TheLicensee shall notify theIC in writing of its intent to sublicense, after whichLicensee may enter into sublicensing agreements under theLicensed Patent Rights only when it concurrently licenses proprietary orin-licensed intellectual property rights controlled byLicensee in connection withLicensed Products orLicensed Processes. For the avoidance of doubt, theLicensee does not have the right to solely sublicense theLicensed Patent Rights.

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4.2 TheLicensee agrees that any sublicenses granted by it shall provide that the obligations to theIC of paragraphs 5.1, 5.2, 8.1, 10.1, 10.2, 12.5, and13.7-13.9 of thisAgreement shall be binding upon the sublicensee as if it were a party to thisAgreement. TheLicensee further agrees to attach copies of these Paragraphs to all sub license agreements.

4.3 Any sublicenses granted by theLicensee shall provide for the termination of the sub license, or the conversion to a license directly between the sublicensees and theIC, at the option of the sublicensee, upon termination of thisAgreement under Article 13. This conversion is subject to theIC approval and contingent upon acceptance by the sublicensee of the remaining provisions of thisAgreement.

4.4 TheLicensee agrees to forward to theIC a complete copy of each fully executed sublicense agreement postmarked within [**] of the execution of the agreement, which copy may be reasonably redacted as to confidential business information that is not required to enable theIC to confirm the compliance of the a sublicense agreement with the requirements of thisAgreement. To the extent permitted by law, theIC agrees to maintain each sublicense agreement in confidence.

5. STATUTORY AND NIH REQUIREMENTS AND RESERVED GOVERNMENT RIGHTS

5.1 Prior to theFirst Commercial Sale, theLicensee agrees to provide theIC with reasonable quantities ofLicensed Products or materials made through theLicensed Processes for theIC’snon-clinical research use.

5.2 TheLicensee agrees that products used or sold in the United States embodyingLicensed Products or produced through use ofLicensed Processes shall be manufactured substantially in the United States, unless a written waiver is obtained in advance from theIC.

6. ROYALTIES AND REIMBURSEMENT

6.1 TheLicensee agrees to pay theIC a noncreditable, nonrefundable license issue royalty as set forth in Appendix C.

6.2 TheLicensee agrees to pay theIC a minimum annual royalty as set forth in Appendix C.

6.3 TheLicensee agrees to pay theIC earned royalties as set forth in Appendix C.

6.4 TheLicensee agrees to pay theIC benchmark royalties as set forth in Appendix C.

6.5 TheLicensee agrees to pay theIC sublicensing royalties as set forth in Appendix C.

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6.6 A patent or patent application licensed under this Agreement shall cease to fall within theLicensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that:

(a) the application has been abandoned and not continued;

(b) the patent expires or irrevocably lapses; or

(c) the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency.

6.7 No multiple royalties shall be payable because anyLicensed Products orLicensed Processes are covered by more than one of theLicensed Patent Rights.

6.8 On sales ofLicensed Products by theLicensee to sublicensees or on sales made in other than an arms-length transaction, the value of theNet Sales attributed under this Article 6 to this transaction shall be that which is received in a subsequent arms-length transaction from an end-user of theLicensed Products.

6.9 With regard to unreimbursed expenses associated with the preparation filing, prosecution, and maintenance of all patent applications and patents included within theLicensed Patent Rights and paid by theIC and theCo-Owner prior to the effective date of thisAgreement, theLicensee shall pay theCo-Owner, as an additional royalty, within [**] of theCo-Owner’s submission of a statement (which will include summaries of patent prosecution invoices) and request for payment to theLicensee, an amount equivalent to the unreimbursed patent expenses previously paid by theIC and theCo-Owner divided by the aggregate number of commercial licensees of theLicensed Patent Rights, that are obligated to reimburse patent costs under similar such provision on the date of the Invoice. Notwithstanding,Licensee shall not be required to pay more than [**] of such expenses. Such expenses are estimated to total [**] Euro ([**] US Dollars with an exchange rate of 1.07 US Dollar to Euro) as of January 18, 2017, and accordingly theLicensee’s payment obligation as of January 18, 2017 is estimated to be [**] Euro ([**] US Dollars). The conversion to US Dollars, if applicable, shall be made using the exchange rate published on the day the statement is received byLicensee. Unless otherwise indicated inCo-Owner’s request for payment,Licensee shall wire its payment obligation under Paragraph 6.9 to the following bank account:

AIM SECTEUR LUCRATIF INSTITUT DE MYOLOGIE

BNP PARIBAS

PARIS ASSOCIATIONS (02837)

IBAN: [**] BIC: [**]

Tax ID Number: [**]

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Payment under 6.9 shall not be due before the execution of an Inter-InstitutionalAgreement between theIC and theCo-Owner.

6.10 With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within theLicensed Patent Rights and paid by theIC and theCo-Owner on or after the effective date of thisAgreement, theIC, at its sole option, may require theLicensee:

(a) to pay theCo-Owner on an annual basis, within [**] of theCo-Owner’ssubmission of a statement (which will include summaries of patent prosecution invoices) and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s) divided by the aggregate number of commercial licensees of theLicensed Patent Rights, that are obligated to reimburse patent costs under similar such provision on the date of the Invoice;

(b) to pay these unreimbursed expenses directly to the law firm employed by theIC or theCo-Owner, as applicable, to handle these functions divided by the aggregate number of commercial licensees of theLicensed Patent Rights, that are obligated to reimburse patent costs under similar such provision on the date of the Invoice. However, in this event, theIC or theCo-Owner, as applicable, and not theLicensee shall be the client of the law firm; or

(c) under exceptional circumstances, theLicensee may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with theLicensed Patent Rights. In that event, theLicensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide theIC with copies of each invoice associated with these services as well asCo-Ownerdocumentation that these invoices have been paid.

Notwithstanding the foregoing,Licensee shall not be required to pay more than [**] of the amounts set forth in clauses (a) and (b) above.

Payment under 6.10 shall not be due before the execution of an Inter-Institutional Agreement between theIC and theCo-Owner.

6.11 TheLicensee may elect to surrender its rights in any country of theLicensed Territory under any of theLicensed Patent Rights upon [**] written notice to theIC and owe no payment obligation under Paragraph 6.3, 6.4 or 6.10 in that country after the effective date of the written notice.

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7. PATENT FILING, PROSECUTION, AND MAINTENANCE

TheIC agrees that theCo-Owner will take responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in theLicensed Patent Rights, and that the will furthermore be responsible for submitting to theLicensee all statements regarding payments of patent expenses as per Paragraphs 6.9 and 6.10.

8. RECORD KEEPING

8.1 TheLicensee agrees to keep accurate and correct records ofLicensed Products made, used, sold, or imported andLicensed Processes practiced under thisAgreement appropriate to determine the amount of royalties due theIC. These records shall be retained for at least [**] following a given reporting period and shall be available during normal business hours for inspection, at the expense of theIC, by an accountant or other designated auditor selected by theIC for the sole purpose of verifying reports and royalty payments hereunder. The accountant or auditor shall only disclose to theIC information relating to the accuracy of reports and royalty payments made under thisAgreement. If an inspection shows an underreporting or underpayment in excess of [**] percent ([**]%) for any twelve (12) month period, then theLicensee shall reimburse theIC for the cost of the inspection at the time theLicensee pays the unreported royalties, including any additional royalties as required by Paragraph 9.8. All royalty payments required under this Paragraph shall be due within [**] of the date theIC provides theLicensee notice of the payment due.

9. REPORTS ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS

9.1 Prior to signing thisAgreement, theLicensee has provided theIC with theCommercial Development Plan in Appendix E, under which theLicensee intends to bring the subject matter of theLicensed Patent Rights to the point ofPractical Application. ThisCommercial Development Plan is hereby incorporated by reference into thisAgreement. Based on this plan, performanceBenchmarksare determined as specified in Appendix D.

9.2 TheLicensee shall provide written annual reports on its product development progress or efforts to commercialize under theCommercial Development Plan for each of theLicensed Fields of Use within [**] after December 31 of each calendar year. These progress reports shall include, but not be limited to: progress on research and development, status of applications for regulatory approvals, manufacture and status of sublicensing, marketing, importing, and sales during the preceding calendar year, as well as, plans for the present calendar year. TheIC also encourages these reports to include information on any of theLicensee’s public service activities that relate to theLicensed Patent Rights. If reported progress differs from that projected in theCommercial Development Plan andBenchmarks, theLicensee shall explain the reasons for such

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differences. In any annual report, theLicensee may propose amendments to theCommercial Development Plan, acceptance of which by theIC may not be denied unreasonably. TheLicensee agrees to provide any additional information reasonably required by theIC to evaluate theLicensee’s performance under thisAgreement. TheLicensee may amend theBenchmarks at any time upon written approval by theIC. TheIC shall not unreasonably withhold approval of any request of theLicensee to extend the time periods of this schedule if the request is supported by a reasonable showing by theLicensee of diligence in its performance under theCommercial Development Plan and toward bringing theLicensed Products to the point ofPractical Application.

9.3 TheLicensee shall report to theIC the dates for achievingBenchmarks specified in Appendix D and theFirst Commercial Sale in each country in theLicensed Territory within [**] of such occurrences.

9.4 TheLicensee shall submit to theIC, within [**] after each calendar [**], a royalty report, as described in the example in Appendix F, setting forth for the preceding [**] period, to the extent possible, an estimate of the amount of theLicensed Products sold orLicensed Processes practiced by or on behalf of theLicensee in each country with in theLicensed Territory, the Net Sales and the amount of royalty accordingly due. With each royalty report, theLicensee shall submit payment of earned royalties due. If no earned royalties are due to theIC for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of theLicensee and shall include a detailed listing of all deductions made under Paragraph 2.11 to determineNet Sales made under Article 6 to determine royalties due.

9.5 TheLicensee agrees to forward [**] to theIC a copy of these reports received by theLicensee from its sublicensees during the preceding [**] period as shall be pertinent to a royalty accounting to theIC by theLicensee for activities under the sublicense.

9.6 Royalties due under Article 6 shall be paid in U.S. dollars and payment options are listed in Appendix G. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York foreign exchange rate quoted inThe Wall Street Journalon the day that the payment is due, and any loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by theLicensee. The royalty report required by Paragraph 9.4 shall be mailed to theIC at its address for Agreement Notices indicated on the Signature Page.

9.7 TheLicensee shall be solely responsible for determining if any tax on royalty income is owed outside the United States and shall pay this tax and be responsible for all filings with appropriate agencies of foreign governments.

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9.8 Additional royalties may be assessed by theIC on any payment that is more than [**] overdue at the rate of [**] percent ([**]%) per month. This [**] percent ([**]%) per month rate may be applied retroactively from the original due date until the date of receipt by theIC of the overdue payment and additional royalties. The payment of any additional royalties shall not prevent theIC from exercising any other rights it may have as a consequence of the lateness of any payment.

9.9 All plans and reports required by this Article 9 and marked “confidential” by theLicensee shall, to the extent permitted by law, be treated by theIC as commercial and financial information obtained from a person and as privileged and confidential, and any proposed disclosure of these records by theIC under the Freedom of Information Act (FOIA),5 U.S.C.§552 shall be subject to the predisclosure notification requirements of45 CFR§5.65(d).

10. PERFORMANCE

10.1 TheLicensee shall use its reasonable commercial efforts to bring theLicensed Products andLicensed Processes toPractical Application.Licensee shall be deemed to have used “reasonable commercial efforts” if it has adhered to theCommercial Development Plan in Appendix E and performance of theBenchmarksin Appendix D. The efforts of a sublicensee or an Affiliate shall be considered the efforts of theLicensee.

10.2 TheLicensee agrees, after itsFirst Commercial Sale, to make reasonable quantities ofLicensed Products or materials produced through the use ofLicensed Processes available to patient assistance programs if commercially practicable.

10.3 TheLicensee agrees, after itsFirst Commercial Sale, and as part of its marketing and product promotion, to develop educational materials (e.g., brochures, website, etc.) directed to patients and physicians detailing theLicensed Products or medical aspects of the prophylactic and therapeutic uses of theLicensed Products, if commercially practicable and consistent with applicable regulations.

10.4 TheLicensee agrees to supply, to the Mailing Address forAgreement Notices indicated on the Signature Page, the Office of Technology Transfer,NIH with a reasonable amount of inert samples of theLicensed Products orLicensed Processes or their packaging for educational and display purposes only.

11. INFRINGEMENT AND PATENT ENFORCEMENT

11.1 TheIC and theLicensee agree to notify each other promptly of each infringement or possible infringement of theLicensed Patent Rights, as well as, any facts which may affect the validity, scope, or enforceability of theLicensed Patent Rights of which either Party becomes aware.

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11.2 In the event that a declaratory judgment action alleging invalidity of any of theLicensed Patent Rights shall be brought against theIC, theIC agrees to notify theLicensee that an action alleging invalidity has been brought. TheIC does not represent that it shall commence legal action to defend against a declaratory action alleging invalidity. TheLicensee shall take no action to compel theGovernment either to initiate or to join in any declaratory judgment action. Should theGovernment be made a party to any suit by motion or any other action of theLicensee, theLicensee shall reimburse theGovernmentfor any costs, expenses, or fees, which theGovernment incurs as a result of the motion or other action. Upon theLicensee’s payment of all costs incurred by theGovernment as a result of theLicensee’s joinder motion or other action, these actions by theLicensee shall not be considered a default in the performance of any material obligation under thisAgreement.

12. NEGATION OF WARRANTIES AND INDEMNIFICATION

12.1 TheIC offers no warranties other than those specified in Article 1.

12.2 TheIC does not warrant the validity of theLicensed Patent Rights and makes no representations whatsoever with regard to the scope of theLicensed Patent Rights, or that theLicensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties.

12.3 THEIC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR AP ARTICULAR PURPOSE OF ANY SUBJECT MATIER DEFINED BY THE CLAIMS OF THELICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO.

12.4 TheIC does not represent that it shall commence legal actions against third parties infringing theLicensed Patent Rights.

12.5 TheLicensee shall indemnify and hold theIC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of:

(a) the use by or on behalf of theLicensee, its sublicensees, its directors, employees, or third parties of anyLicensed Patent Rights; or

(b) the design, manufacture, distribution, or use of anyLicensed Products,Licensed Processes or materials by theLicensee, or other products or processes developed in connection with or arising out of theLicensed Patent Rights.

12.6 TheLicensee agrees to maintain a liability insurance program consistent with so und business practice.

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13. TERM, TERMINATION, AND MODIFICATION OF RIGHTS

13.1 ThisAgreement is effective when signed by all parties, unless the provisions of Paragraph 14.15 are not fulfilled, and shall extend on aLicensed Product-by-Licensed Product andcountry-by-country basis to the expiration of the last to expire of theLicensed Patent Rights covering theLicensed Product in such country unless sooner terminated as provided in this Article 13.

13.2 In the event that theLicensee is in default in the performance of any material obligations under thisAgreement, including but not limited to the obligations listed in Paragraph 13.5, and if the default has not been remedied within [**] after the date of notice in writing of the default, theIC may terminate thisAgreement by written notice and pursue outstanding royalties owed through procedures provided by theFederal Debt Collection Act.

13.3 In the event that theLicensee becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party’s intention to file an involuntary petition in bankruptcy, theLicensee shall immediately notify theIC in writing.

13.4 TheLicensee shall have a unilateral right to terminate thisAgreement in any country or territory by giving theIC sixty (60) days written notice to that effect.

13.5 Subject to the cure provisions paragraphs 13.2 and 13.6, theIC shall specifically have the right to terminate or modify, at its option, thisAgreement, if theIC reasonably determines that theLicensee:

(a) is not executing theCommercial Development Plan submitted with its request for a license and theLicensee cannot otherwise demonstrate to theIC’s satisfaction that theLicensee has taken, or can be expected to take within a reasonable time, effective steps to achievePractical Application of theLicensed Products orLicensed Processes;

(b) has not achieved theBenchmarksas may be modified under Paragraph 9.2;

(c) has willfully made a false statement of, or willfully omitted, a material fact in the license application or in any report required by thisAgreement;

(d) has committed a material breach of a covenant or agreement contained in thisAgreement;

(e) is not keepingLicensed Products orLicensed Processes reasonably available to the public after commercial use commences;

(f) cannot reasonably satisfy unmet health and safety needs; or

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(g) cannot reasonably justify a failure to comply with the domestic production requirement of Paragraph 5.2, unless waived.

13.6 In making the determination referenced in Paragraph 13.5, theIC shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by theLicensee under Paragraph 9.2. Prior to invoking termination or modification of thisAgreement under Paragraph 13.5, theIC shall give written notice to theLicensee providing theLicensee specific notice of, and a [**] opportunity to respond to theIC’s concerns as to the items reference d in13.5(a)-13.5(g). If theLicensee fails to alleviate theIC’s concerns as to the items referenced in13.5(a)-13.5(g) or fails to initiate connective action to theIC’s satisfaction, theIC may terminate thisAgreement. Notwithstanding the above, with respect to items 13.5(e) and 13.5(f), theIC may only terminate the license with respect to the specificLicensed Product which gave rise to theIC’s concern regarding such items; thisAgreement will otherwise remain in full force and effect.

13.7 TheIC reserves the right according to 35U.S.C.§209(d)(3) to terminate or modify thisAgreement if it is reasonably determined that the action is necessary to meet the requirements for public use specified by federal regulations issued after the date of the license and these requirements are not reasonably satisfied by theLicensee.

13.8 Within [**] of receipt of written notice of theIC’s unilateral decision to modify or terminate thisAgreement, theLicensee may, consistent with the provisions of37 CFR§404.11,appeal the decision by written submission to the designated theIC official. The decision of the designatedIC official shall be the final agency decision. TheLicensee may thereafter exercise any and all administrative or judicial remedies that may be available.

13.9 Within [**] of expiration or termination of thisAgreement under this Article 13, a final report shall be submitted by theLicensee. Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty), and those related to patent expense, due to theIC shall become immediately due and payable upon termination or expiration. If terminated under this Article 13, sublicensees may elect to convert their sublicenses to direct licenses with theIC pursuant to Paragraph 4.3. Unless otherwise specifically provided for under thisAgreement, upon termination or expiration of thisAgreement , theLicensee shall return allLicensed Products or other materials included within theLicensed Patent Rights to theIC or provide theIC with written certification of the destruction thereof to the extent the same are covered byLicensed Patent Rights at such time. TheLicensee may not be granted additionalIC licenses if the final reporting requirement is not fulfilled.

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14. GENERAL PROVISIONS

14.1 Neither party may waive or release any of its rights or interests in thisAgreement except in writing. The failure of theGovernment to assert a right hereunder or to insist upon compliance with any term or condition of thisAgreement shall not constitute a waiver of that right by theGovernmentor excuse a similar subsequent failure to perform any of these terms or conditions by theLicensee.

14.2 ThisAgreement constitutes the entire agreement between the Parties relating to the subject matter of theLicensed Patent Rights,Licensed Products andLicensed Processes, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by thisAgreement.

14.3 The provisions of thisAgreement are severable, and in the event that any provision of thisAgreement shall be determined to be invalid or unenforceable under any controlling body of law, this determination shall not in any way affect the validity or enforceability of the remaining provisions of thisAgreement.

14.4 If either party desires a modification to thisAgreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to thisAgreement or their designees.

14.5 The construction, validity, performance, and effect of thisAgreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia.

14.6 AllAgreement notices required or permitted by thisAgreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated on the Signature Page, or to any other address as may be designated in writing by such other party.Agreement notices shall be considered timely if such notices are received on or before the established deadline date or sent on or before the deadline date as verifiable by U.S. Postal Service postmark or dated receipt from a commercial carrier. Parties should request a legibly dated U.S. Postal Service postmark or obtain a dated receipt from a commercial carrier or the U.S. Postal Service. Private metered postmarks shall not be acceptable as proof of timely mailing.

14.7 ThisAgreement shall not be assigned or otherwise transferred (including any transfer by legal process or by operation of law, and any transfer in bankruptcy or insolvency, or in any other compulsory procedure or order of court), except to theLicensee’sAffiliate(s) or in connection with a sale or transfer of all or

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substantially all ofLicensee’s business or assets relating to the subject matter of thisAgreement, whether by merger, sale of assets or otherwise, without the prior written consent of theIC. The parties agree that the identity of the parties is material to the formation of thisAgreement and that the obligations under thisAgreement are nondelegable, other than to Affiliates or in connection with the merger, sale, or transfer referred to above. In the event that theIC approves a proposed assignment, theLicensee shall pay theIC, as an additional royalty, [**] percent ([**]%) of the fair market value of consideration received specifically related to the assignment of thisAgreement, as calculated in good faith by theLicensee, taking into consideration the relative value of theLicensed Patent Rights in the context of all other intellectual property associated with any such assignment, within [**] of the assignment.

14.8 TheLicensee agrees in its use of anyIC-supplied materials to comply with all applicable statutes, regulations, and guidelines, including theNIH and theHHS regulations and guidelines. TheLicensee agrees not to use the materials for research involving human subjects or clinical trials in the United States without complying with21 CFR Part 50 and45 CFR Part 46. TheLicensee agrees not to use the materials for research involving human subjects or clinical trials outside of the United States without notifying theIC, in writing, of the research or trials and complying with the applicable regulations of the appropriate national control authorities. Written notification to theIC of research involving human subjects or clinical trials outside of the United States shall be given no later than [**] prior to commencement of the research or trials.

14.9 TheLicensee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including theExport Administration Act of 1979 andArms Export Control Act) controlling the export of technical data, computer software, laboratory prototypes, biological materials, and other commodities. The transfer of these items may require a license from the appropriate agency of theGovernment or written assurances by theLicensee that it shall not export these items to certain foreign countries without prior approval of the agency. TheIC neither represents that a license is or is not required or that, if required, it shall be issued.

14.10 TheLicensee agrees to mark theLicensed Products or their packaging sold in the United States with all applicable U.S. patent numbers and similarly to indicate “Patent Pending” status. AllLicensed Products manufactured in, shipped to, or sold in other countries shall be marked in a manner to preserve theIC patent rights in those countries.

14.11 By entering into thisAgreement, theIC does not directly or indirectly endorse any product or service provided, or to be provided, by theLicensee whether directly or indirectly related to thisAgreement. TheLicensee shall not state or imply that thisAgreement is an endorsement by theGovernment, theIC, any

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otherGovernmentorganizational unit, or anyGovernmentemployee. Additionally, theLicensee shall not use the names of theIC,NIH,FDA orHHS or theGovernmentor their employees in any advertising, promotional, or sales literature without the prior written approval of theIC.

14.12 The Parties agree to attempt to settle amicably any controversy or claim arising under thisAgreement or a breach of thisAgreement, except for appeals of modifications or termination decisions provided for in Article 13. TheLicensee agrees first to appeal any unsettled claims or controversies to the designated theIC official, or designee, whose decision shall be considered the final agency decision. Thereafter, theLicensee may exercise any administrative or judicial remedies that may be available.

14.13 Nothing relating to the grant of a license, nor the grant itself, shall be construed to confer upon any person any immunity from or defenses under the antitrust laws or from a charge of patent misuse, and the acquisition and use of rights pursuant to37 CFR Part 404 shall not be immunized from the operation of state or Federal law by reason of the source of the grant.

14.14 Paragraphs 8.1,9.7-9.9,12.1-12.5, 13.8, 13.9, 14.12 and 14.14 of thisAgreement shall survive termination of thisAgreement.

14.15 The terms and conditions of thisAgreement shall, at the IC’s sole option, be considered by theIC to be withdrawn from theLicensee’s consideration and the terms and conditions of thisAgreement, and theAgreement itself to be null and void, unless thisAgreement is executed by theLicensee and a fully executed original is received by theIC within [**] from the date of theIC signature found at the Signature Page.

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NIH PATENT LICENSE AGREEMENT NONEXCLUSIVE – SUBLICENSABLE

	SIGNATURE PAGE
For the IC:
/s/ Alan H. Deutch_	2017.02.02
Name: Alan H. Deutch, Ph.D	Date:

Title: Director

Office: Office of Technology Transfer and Development (OTTAD)

NHLBI

National Institute of Health

Mailing Address or Email Address forAgreement notices and reports:

License Compliance and Administration

Monitoring & Enforcement

Office of Technology Transfer

National Institutes of Health

6011 Executive Boulevard, Suite 325

Rockville, Maryland 20852-3803 U.S.A.

E-Mail:LicenseNotices_Reports@mail.nih.gov

For theLicensee (Upon, information and belief, the undersigned expressly certifies or affirms that the contents of any statements of theLicensee made or referred to in this document are truthful and accurate.):

By:

/s/ Jason Rhodes
Signature of Authorized Official	Date: February 2, 2017
Jason Rhodes
Printed Name
Chairman
Title

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I. Official and Mailing Address forAgreement notices:

Jason Rhodes

Name

Name:

Chairman

Title:

Mailing Address

Torus Therapeutics, Inc.

400 Technology Square, 10th Floor

Cambridge, MA 02139

Email Address:         [**]                    

Phone:                                

Fax:                                    

II. Official and Mailing Address for Financial notices (theLicensee’s contact person for royalty payments)

Jason Rhodes

Name

Chairman

Title

Mailing Address:

Torus Therapeutics, Inc.

400 Technology Square, 10^th Floor

Cambridge, MA 02139

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Email Address:	[**]
Phone:	857-201-2700
Fax:

Any false or misleading statements made, presented, or submitted to theGovernment, including any relevant omissions, under thisAgreement and during the course of negotiation of thisAgreement are subject to all applicable civil and criminal statutes including Federal statutes 31U.S.C. §§1001 (criminal liability including fine(s) and/or imprisonment).

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APPENDIX C - ROYALTIES

Royalties:

I. TheLicensee agrees to pay to theIC anon-creditable, nonrefundable license issue royalty in the amount of [**] ($[**]) US dollars.

II. TheLicensee agrees to pay to theIC a nonrefundable minimum annual royalty in the amount of [**] Dollars ($[**]) as follows:

(a) The first minimum annual royalty is due within [**] of the first January 1 following the effective date of thisAgreement. For the sake of clarity, if the Effective date of thisAgreement is January 15, 2017, then the first minimum annual royalty shall be due within [**] of January 1, 2018; and

(b) Subsequent minimum annual royalty payments are due and payable on January 1 of each calendar year and may be credited against any earned royalties due for sales made in that year.

III. TheLicensee agrees to pay theIC earned royalties of [**] percent ([**]%) on Net Sales by or on behalf ofLicensee or its sub licensees on aLicensed Product-by-Licensed Product andcountry-by- country basis until the expiration of thelast-to-expireLicensed Patent Rights covering suchLicensed Product in such country.Licensee may deduct up to [**] percent ([**]%) of third party payments made byLicensee,Licensee’s Affiliates, or Sublicensee to a third party forLicensed Product and/orLicensed Processes from the respective royalty due theIC, excluding payments made to University of Massachusetts Medical School for licensed technology under agreements that exist as of the effective date of thisAgreement or for payments made to theNIH/IC for closely related technology on which Robert Kotin is an inventor and for which the intellectual property filing is in process as of the effective date of thisAgreement. However, the royalty payments may not be reduced by more than [**]% of what would have been owed to theIC without such allowed reduction, which means that the earned royalties cannot be reduced below [**]%

IV. TheLicensee agrees to pay theICone-timeBenchmarkroyalties perLicensed Product within [**] of achieving eachBenchmark:

(a) [**]                                                                                                          $[**]

(b) [**]                                                                                                          $[**]

(c) [**]                                                                                                          $[**]

(d) [**]                                                                                                          $[**]

(e) [**]                                                                                                          $[**]

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Totalone-timeBenchmarkpayments perLicensed Product developed or commercialized under theAgreement, regardless of the number of indications in which suchLicensed Product might be pursued or app roved, shall not exceed $350,000.One-time milestones are not payable forLicensed Products that encode a transgene with substantially similar protein function as aLicensed Product for whichone-timeBenchmark payments have already been made.

V. TheLicensee agrees to pay theIC additional sublicensing royalties of [**] percent ([**]%) of consideration (Sublicense Consideration) received for the granting of each sublicense under Section 4.4 that is reasonably allocable, as determined in good faith by theLicensee, to the grant of a sublicense of the rights granted to theLicensee under theLicensed Patent Rights within [**] of the execution of such sublicense. Sub license Consideration shall not include: (a) license maintenance fees, (b) payments made in consideration for the issuance of equity or debt securities ofLicensee, (c) payments made for the reimbursement of, or committed to, research and development or reimbursement of patent prosecution, defense, enforcement and maintenance costs, (d) milestone or benchmark payments or (e) royalties or other profit sharing.

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PUBLIC HEALTH SERVICE

Amendment

ThisAgreementis based on the model Amendment Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of thePHSwithin the Department of Health and Human Services (“HHS”).

This Cover Page identifies the Parties to thisAgreement:

The U.S. Department of Health and Human Services, as represented by

NHLBI

an Institute or Center (hereinafter referred to as the “IC”) of the

NIH

and

GenerationBio,

hereinafter referred to as the “Licensee”,

having offices at 301 Binney Street, 4^th Floor, Cambridge, MA 02142

created and operating under the laws of Delaware.

Tax ID No.:814301284

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First AMENDMENT TOL-124-2017/0

This is the First amendment (“First Amendment”) of the agreement by and between theICandLicenseehaving an effective date of February 02, 2017 and havingICReference NumberL-124-2017/0 (“Agreement”). ThisFirst Amendment, havingICReference NumberL-124-2017/1 includes, in addition to the amendments made below, 1) a Signature Page, and 2) Attachment 1 (Royalty Payment Information).

WHEREAS, theICand theLicenseedesire that theAgreementbe amended a first time as set forth below in order to 1) clarify the dates of patent costs reimbursement, 2) clarify that the nonexclusive license hereunder is granted toLicenseeby all owners of the Licensed Intellectual Property, and 3) add a new clause related to public health.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, theICand theLicensee, intending to be bound, hereby mutually agree to the following:

1) Replace Paragraph 3.1 with the following:

TheICand theCo-Ownerhereby grant and theLicenseeaccepts, subject to the terms and conditions of thisAgreement, a nonexclusive license under theLicensed Patent Rightsin theLicensed Territoryto make and have made, research, have researched, to use and have used, to sell and have sold, to offer to sell, and to import anyLicensed Productsin theLicensed Fields of Useand to practice and have practiced anyLicensed Processesin theLicensed Fields of Use. TheICrepresents that it and theCo-Ownerhave entered into an Inter-Institutional Agreement dated June 24, 2019, under which theIChas the authority to grant licenses underCo-Owner’sownership rights in theLicensed Patent Rights.

2) Replace Paragraph 6.9 with the following:

With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within theLicensed Patent Rightsand paid by theCo-Ownerprior to the date listed on theCo-Owner’sfirst request for payment, theLicenseeshall pay theCo-Owner, as an additional royalty, within [**] of theCo-Owner’ssubmission of a request for payment (which will include summaries of patent prosecution invoices) to theLicensee, an amount equivalent to the unreimbursed patent expenses previously paid by theCo-Owner,divided by the aggregate number of commercial licensees of theLicensed Patent Rightsthat are obligated to reimburse patent expenses under similar such provision, on the date of the request for payment. Notwithstanding,Licenseeshall not be required to pay more than [**] of such total patent expenses. The payment shall be made in Euro or in US Dollars. The conversion to US Dollars, if applicable, shall be made using the exchange rate published on the day the statement is received byLicensee.

Unless otherwise indicated inCo-Owner’s request for payment,Licenseeshall wire its payment obligation under Paragraph 6.9 to the following bank account:

AIM SECTEUR LUCRATIF INSTITUT DE MYOLOGIE

BNP PARIBAS

PARIS ASSOCIATIONS (02837) IBAN: [**]

BIC: [**]

Tax ID Number: [**]

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3) Replace Paragraph 6.10 with the following:

With regard to reasonable unreimbursed expenses (such that do not include expenses incurred due to unwarranted extensive delays caused by gross negligence of theCo-Owner) associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within theLicensed Patent Rightsand paid by theCo-Owneron or after the date of theCo-Owner’s first request for payment referenced in Paragraph 6.9, theIC, at its sole option, may require theLicensee

to pay theCo-Owneron an annual basis, within [**] of theCo-Owner’ssubmission of a request for payment (which will include summaries of patent prosecution invoices), a royalty amount equivalent to these unreimbursed expenses paid during the previous year divided by the aggregate number of commercial licensees of theLicensed Patent Rightsthat are obligated to reimburse patent expenses under a similar such provision;

The payment shall be made in Euro or in US Dollars. The conversion to US Dollars, if applicable, shall be made using the exchange rate published on the day the request for payment is received byLicensee.

under exceptional circumstances, theLicenseemay be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with theLicensed Patent Rights. In that event, theLicenseeshall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide theICwith copies of each invoice associated with these services as well as documentation that these invoices have been paid.

Notwithstanding the foregoing, theLicensee’spayment obligation under paragraph 6.10 shall not exceed [**] of the total patent expenses for the year.

4) In Article 10: “Performance” add Paragraph 10.5 as follows:

For gene therapy products for the treatment of rare diseasesLicenseeshall make commercially reasonable efforts:

(i) to pursue broad international patient accessibility for products commercialized under the license such that the conditions of commercialization of the products under the licence shall not constitute a material obstacle to the ability of patients suffering rare diseases to have reasonable access to such product for their own treatment, taking into account any existing and applicable regulatory and reimbursement systems and any other applicable legal and regulatory regimes on a relevant national, international or regional level, and as the case may be, by voluntarily joining accredited programs such as Patient Assistance Program (PAP) or global equivalents thereof, if it is reasonably feasible to do so;

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(ii) in the event of early termination of theAgreement,Licenseeshall negotiate in good faith with theCo-Owner, or the existing and future licensees of theLicensed Patent Rights,a license to intellectual property rights that (a) claim the relevantLicensed Productor the use of the relevantLicensed Product,(b) were generated byLicenseeas part of its development of the relevantLicensed Product, (c) are owned byLicensee, and (d) but for having a license under which the manufacture, use, sale, offer for sale or import of the relevantLicensed Productby theCo-Owneror such existing or future licensee would infringe such intellectual property rights, on market terms and conditions negotiated in a bona fide manner;

(iii) to reasonably seek the grant of a conditional (EU) or accelerated (US) approval for eligible patients, in keeping with applicable legal and regulatory regimes; and

(iv) to reasonably accommodate requests forpre-approval compassionate access toLicensed Productsprovided that such access is: (a) feasible, (b) in keeping with applicable legal and regulatory regimes, and (c) Licenseeretains control over theLicensed Productsand their dissemination.

5) In the event any provision(s) of theAgreementis/are inconsistent with Attachment 1, such provision(s) is/are hereby amended to the extent required to avoid such inconsistency and to give effect to the shipping and payment information in such Attachment 1.

6) All terms and conditions of theAgreementnot herein amended remain binding and in effect.

7) The terms and conditions of thisFirst Amendmentshall, at theIC’ssole option, be considered by theICto be withdrawn from theLicensee’sconsideration and the terms and conditions of thisFirst Amendment, and theFirst Amendmentitself, to be null and void, unless thisFirst Amendmentis executed by theLicenseeand a fully executed original is received by theICwithin [**] from the date of theIC’ssignature found at the Signature Page.

8) ThisFirst Amendment is effective on the date it is executed by all parties.

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FIRST AMENDMENT TOL-124-2017/0

SIGNATURE PAGE

In Witness Whereof, the parties have executed thisFirst Amendmenton the dates set forth below. Any communication or notice to be given shall be forwarded to the respective addresses listed below.

For theIC:

/s/ Vincent A. Kolesnitchenko, Ph.D. Vincent Kolesnitchenko, Ph.D. on behalf of Cecilia Pazman, Ph.D. Acting Director Office of Technology Transfer and Development National Heart, Lung, and Blood Institute National Institutes of Health 2019.07.10 Date

Mailing Address orE-mail Address forAgreementnotices and reports:

License Compliance and Administration

Monitoring & Enforcement

Office of Technology Transfer

National Institutes of Health

6011 Executive Boulevard, Suite 325

Rockville, Maryland 20852-3804 U.S.A.

E-mail: LicenseNotices_Reports@mail.nih.gov

For theLicensee(Upon information and belief, the undersigned expressly certifies or affirms that the contents of any statements of theLicenseemade or referred to in this document are truthful and accurate.):

/s/ Geoffrey McDonough Signature of Authorized Official July 1, 2019 Date

Name: Geoffrey McDonough

Title: Chief Executive Officer

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I. Official and Mailing Address forAgreementnotices:

Jennifer Elliot

Name

Chief Legal Officer

Title

Mailing Address:

301 Binney St., Suite 401

Cambridge, MA 02142

Email Address:[**]                                

Phone:[**]                                        

Fax:                                                     

II. Official and Mailing Address for Financial notices (theLicensee’scontact person for royalty payments):

Thomas Graney

Name

Chief Financial Officer

Title

Mailing Address:

301 Binney St., Suite 401

Cambridge, MA 02142

Email Address:[**]                                

Phone:                                        

Fax:                                                     

Any false or misleading statements made, presented, or submitted to theGovernment, including any relevant omissions, under thisAgreementand during the course of negotiation of thisAgreementare subject to all applicable civil and criminal statutes including Federal statutes31 U.S.C.§§3801-3812 (civil liability) and18U.S.C.§1001 (criminal liability including fine(s) or imprisonment).

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