Boston University Beta Bionics, Inc. Device License Agreement Effective as of December 16, 2015

Exhibit 10.14

CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT

BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL

AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Boston University

Beta Bionics, Inc.

Device License Agreement

Effective as of December 16, 2015

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Principal Terms & Milestones List

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DEVICE LICENSE AGREEMENT

General Terms & Conditions

LICENSE AGREEMENT effective as of December 16, 2015 (the “Effective Date”), is by and between Trustees of Boston University, a Massachusetts non-profit corporation with a principal address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “University”) and Beta Bionics, Inc., a corporation existing under the laws of the Commonwealth of Massachusetts, having a place of business at ▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (as further defined herein, Licensee).

WHEREAS, the University is an owner of certain rights by assignment from ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (solely with respect to University Case Number [***]), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ El-▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ of their individual right, title and interest in the Patent Rights (as each is defined herein) in the University Cases Numbers [***] as further set forth on Exhibits A and B; and

WHEREAS, Licensee is a Massachusetts Benefit Corporation established under Mass. Gen. L. Ch. 156E and which allows the directors and officers of the corporation to consider and prioritize the social impacts of their corporate decision making in addition to their fiduciary duties to investors; and

WHEREAS, Licensee has conducted its own diligence review of the Patent Rights, understands and acknowledges that certain of the Patent Rights are subject to the Government Rights, Reserved Rights and Other Rights (as defined below); and

WHEREAS, Licensee desires to obtain a license to use and practice the Patent Rights to develop, produce, market and sell products; and

WHEREAS, University and Licensee understand and accept that it may serve the public good for there to be competitive sources of Licensed Products and/or Licensed Processes in certain markets, with appropriate safeguards to Licensee’s economic interests in other markets, as more fully specified herein and that the result of this will be the availability of drugs and/or medical devices at affordable prices to poor segments of the world’s populations;

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NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the University and Licensee hereby agree as follows:

ARTICLE I. DEFINITIONS.

1.01 Capitalized terms used in this Agreement will have the meanings set forth in Schedule 1 annexed hereto.

ARTICLE II. LICENSE.

2.01 Grant. Subject to all of the terms, conditions, reservations and exclusions expressly set forth in this Agreement, the University hereby grants to Licensee, and Licensee hereby accepts, a right and license under the Patent Rights, to make, have made, use, lease, offer to sell, sell and import Licensed Products; and/or to practice Licensed Processes (i) directly or by Sublicense (subject to Section 2.03 hereof); and (ii) only in the Field of Use within the Territory during the Term.

2.02 Exclusivity. Subject to the Reserved Rights, Government Rights (if any), and Other Rights, which are expressly reserved in this Agreement, the license granted under Section 2.01 hereof is exclusive during the Exclusive Period, and thereafter is non-exclusive. All other aspects of the license granted in Section 2.01 are non-exclusive to Licensee.

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2.03 Sublicenses. Subject to Sections 2.03(A)-(K), below, the grant under Section 2.01, above, includes a right for Licensee to enter into Sublicenses provided that Licensee shall not grant any Sublicense (other than a Label License) after the expiration or termination of the Exclusive Period.

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2.04 Reserved Rights. University reserves the right to itself, Boston Medical Center Corporation (“BMCC”) and other non-profit institutions (individually and collectively the “Institutions”) to practice and/or use the Patent Rights for any non-profit purpose, including sponsored research and/or collaborations (collectively, the “Reserved Rights”). Licensee agrees that, notwithstanding any other provision of this Agreement, it has no right to enforce any of the Patent Rights against the Institutions when used by them for a non-profit purpose. ▇▇▇▇▇▇▇▇ also agrees that the Institutions have the right to publish any information included in the Patent Rights.

2.05 Government Rights. This Agreement is subject to, and University hereby reserves, any applicable Government Rights including, but not limited to the rights, conditions and limitations imposed by U.S. law (see 35 U.S.C. § 202 et seq. and regulations pertaining thereto) including, without limitation, a royalty-free non-exclusive license granted to the U.S. government.

2.06 Other Rights. The license granted in this Agreement shall not be construed to confer any rights upon Licensee by implication, estoppel or otherwise: (a) to any technology or other intellectual property right of University or BMCC not specifically set forth in the Patent Rights regardless of whether such technology or patent rights shall be dominate or subordinate to any Patent Rights; or (b) beyond such rights as are expressly set forth herein. Without limitation, the University and BMCC further reserve all right to practice, license or otherwise commercialize or use (A) all intellectual property rights that are not Patent Rights and/or (B) any of the Patent Rights outside the Field of Use and/or outside of the Territory.

2.07 Non-suit. University and Licensee on behalf of themselves and any successors-in-interest to the Licensed Products and Licensed Processes covenant that they will not, before or after the Effective Date, assert any claim of patent infringement (including direct infringement, contributory infringement, and induced infringement) under any of the patents in the Patent List, any Licensed Processes or any Orange Book Patent Right for manufacture, use, sale, offer for sale or importation of Licensed Products against any third party engaged in the manufacture, use, sale offer for sale, or importation of Licensed Products in or for Non-Suit Countries for sale to Public Sector entities. The above notwithstanding, this non-suit provision will only apply to products which when offered for sale to End Users are in a Trade Dress that is different from Licensee’s Trade Dress in every respect.

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ARTICLE III. REPRESENTATIONS & DUE DILIGENCE

3.01 Due Diligence. Prior to the Effective Date, Licensee acknowledges that it has conducted a due diligence review to its satisfaction of any records concerning the Patent Rights, including but not limited to the various assignments, the funding and sponsor agreements, and research consulting agreements. The University is in the process of assessing inventorship with respect to the Patent Rights to address issues that arose regarding inventorship. Licensee has not relied on any representation, written or oral, formal or informal, by or from the University concerning the Patent Rights or any other aspect of this Agreement.

3.02 Licensee Representations. Licensee represents and warrants to University at all times that:

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3.03 Commercially Reasonable Efforts. Licensee will use commercially reasonable efforts to bring the Licensed Products to market in the United States and throughout the remainder of the Territory through a diligent program for exploiting the Patent Rights in the Field of Use and will, throughout the Term, use commercially reasonable efforts to continue development and marketing efforts with respect to the Licensed Products and/or Licensed Processes, in each case consistent with reasonable business practices and judgments.

3.04 Milestones.

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3.05 Material Breach. Breach of any provision of Sections [***] is a material breach of this Agreement thereby permitting University to terminate the Agreement in whole, or in part, in accordance with Section 9.02(A).

3.06 Continuing Commercial Activity. Provided that this Agreement has not previously been terminated for a material breach under Section 3.05, if in any applicable period after the Commercial Activity Reference Date, Licensee fails to achieve Running Royalties during any applicable Calendar Year in an amount that represents at least [***] of the applicable [***], then University may, at its option, [***] terminate the Exclusive Period by written notice delivered to Licensee within [***] after the end of the applicable Calendar Year. If University does not deliver such notice of termination of the Exclusive Period to Licensee within such period, University shall be deemed to have waived its rights under this Section 3.06 with respect to that Calendar Year (but not with respect to any subsequent Calendar Year). University may, at its option, elect not to terminate the Exclusive Period as a result of Licensee’s failure to achieve Running Royalties as specified herein for [***] without being deemed to have forgone its right to enforce this Section 3.06 with respect to any subsequent Calendar Year.

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3.07 Required Sublicensing. University would like its intellectual property to address unmet needs, such as those of neglected patient populations or geographic areas, giving particular attention to improved therapeutics, diagnostics and agricultural technologies in the developing world. If Licensee is unable or unwilling to serve or develop a potential market or market territory for which there is a company willing to address therapeutics, diagnostics and/or agricultural technologies in the developing world by utilization of the Patent Rights, Licensee will, at University’s request, negotiate in good faith a Sublicense with any such company to enable such company to address said neglected patient populations or geographic areas.

ARTICLE IV. ROYALTIES & PAYMENTS

4.01 Royalties. In consideration for the license and rights granted under this Agreement, Licensee will: 1) execute and deliver to University all documents (as appropriate); and 2) promptly pay all of the following royalties (collectively, the “Royalties”) and/or fees to the University:

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provided that amounts payable under 4.01(D)(i-ii) with respect to any Calendar Year are fully creditable against the Minimum Royalty Amount paid by Licensee to University in said Calendar Year such that Licensee need only make payments to University when the cumulative amount payable under this Section 4.01(D)(i-ii) exceeds the Minimum Royalty Amount and further provided that any available credit not taken against the Minimum Royalty Amount in any Calendar Year will be forfeited and thus not available as an offset in any subsequent Calendar Year.

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4.02 Payments. All payments due under this Agreement will be paid: (a) in full without deduction of exchange, collection, taxes or other fees that may be imposed by any government; and (b) in United States dollars in Boston, Massachusetts or at such other place as the University may designate consistent with applicable law. All amounts paid to University shall be non-refundable. Currency conversions will be made by reference to the prevailing exchange rate for bank transfers from the foreign currency to U.S. Dollars, as quoted at the Bank of America or its successor on the last business day of the Calendar Quarter immediately preceding the payment due date. In the event that the Bank of America (or its successor) ceases to publish currency quotes, Licensee will use currency quotes from another US headquartered multinational bank. Specifically, Licensee will use ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Citicorp, ▇▇▇▇▇ Fargo or US Bank (using this order to determine which bank’s currency conversion to use taking into account any mergers, acquisitions or renaming that may occur from time to time and using the first in this list until it ceases to exist then moving to the next and so on) to calculate royalty payments due. If by law, regulation or fiscal policy of any country, conversion from that country’s currency into U.S. dollars is restricted or forbidden, written notice thereof will be given to the University and payment of amounts from that country shall be made through such lawful means as the University will designate, including, without limitation, deposit of local currency in such recognized banking institution and/or accounts as the University will designate. When in any country the law or regulation prohibits both the transmittal and the deposit of royalties on sales in that country, royalty payments from that country will be suspended for as long as the prohibition is in effect and, as soon as the prohibition ceases, all Royalties that Licensee or its Sublicensees would have been obligated to pay, but for the prohibition, will promptly be deposited or transmitted, as the case may be, to the extent then allowed. If payments are made by check, said check will be made payable to “Trustees of Boston University” and will be sent to University mailing address pursuant to Section 11.07. If Licensee elects to make payments by wire, Licensee will pay all fees associated with processing the wired payment and will follow the wire instructions below:

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Licensee agrees that University may provide alternative wire instructions to Licensee at any time, which instructions will supersede and replace the wire instructions provided in this Section 4.02 for all further wire transfers. Said new wire instructions may be sent to the Licensee pursuant to the notice provisions of Section 11.07 (below), in which case they will be deemed received in accordance with Section 11.07.

4.03 Interest. Any payments by Licensee that are not paid on or before the date such payments are due under this Agreement will bear interest at [***]. Interest will accrue beginning on the first date following the due date for payment and will be compounded quarterly. Payment of interest will not foreclose any other right that the University may have as a consequence of late payment. In the event of default in payment of any payment owing to University under the terms of this Agreement, and if it becomes necessary for University to undertake legal action to collect said payment, Licensee agrees to, and will, pay reasonable, documented legal fees and costs incurred by University in connection therewith.

ARTICLE V. REPORTS, RECORDS & AUDIT

5.01 Books & Records. Licensee will keep, in accordance with generally accepted accounting principles, up-to-date, complete, true and accurate books of account in sufficient detail to permit calculation of all amounts due hereunder, including without limitation, copies of all invoices, which will be properly itemized. Such books of account will be maintained at Licensee’s principal place of business (or at its election, the principal place of business of the division of Licensee to which this Agreement relates). The books of account and supporting records shall be retained by Licensee and, as applicable, each Sublicensee, for at least as long as required to comply with the audit requirements in Section 5.05. Licensee will inform the University in writing of the location of such books and records within [***] of a request for such location.

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5.02 Quarterly Reports.

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The reports described in this Section 5.02 are each referred to herein as a “Quarterly Report.” Each Quarterly Report will [***], or be sent to University [***], the payment under Sections 4.01(D) and 4.01(E). If Licensee elects to wire transfer payments to University, the Quarterly Report will be transmitted to University in accordance with Section 11.07 [***] that the wire transfer is made.

5.03 Annual Reports. Within [***] after the end of Licensee’s Fiscal Year during which Licensee is not listed on a public exchange that requires filing of publicly available financial statements, Licensee will provide to the University a copy of its financial statements for such year, certified as to their completeness and accuracy by Licensee’s chief financial officer. Licensee will also provide to the University written evidence of the annual renewal of insurance within [***] of such renewal. Notwithstanding the foregoing, the obligations contained in this Section 5.03 which pertain to financial statements will terminate upon the consummation of the Licensee’s Initial Public Offering.

5.04 Other Reports. Promptly upon written request of the University or as otherwise required by the terms of this Agreement, Licensee will provide to the University any annual report to stockholders of Licensee or, if there is no annual report to stockholders, annual updates to the Business Plan and Commercialization Plan, including any changes to the management team. Licensee will also promptly provide to University all relevant notices consistent with the Board Observer Rights Letter Agreement.

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5.05 Audit. The University may, itself or using a third party agent, audit the books and records of Licensee upon [***] advance written notice specifying any time of day during Licensee’s business hours (or if Licensee has no set business hours then during the hours of 8AM to 4PM) at Licensee’s place of business for the purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. No such audits shall be conducted hereunder more frequently than once every [***] nor shall University be permitted to repeat an audit of books for a period previously audited unless: (i) there is reason to believe that any of the circumstances described in Section 9.02 has occurred; or (ii) with respect to a repeat audit, Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment by Licensee in respect of any Calendar Quarter of [***] between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within [***] after written notice from the University, reimburse the University for all of its costs related to the audit. Otherwise, any audit will be at the University’s expense. Licensee will, in any event and without regard to the size of the discrepancy, [***] pay to the University the amount of any previous underpayment, including interest from the time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the University itself or by an auditor selected by University and reasonably acceptable to the Licensee. For the avoidance of any doubt, University’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an

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Affiliate or a Sublicensee to permit University to conduct an audit as set forth in this Section 5.05 will [***] give University the right to suspend the non-compliant party’s rights under the Patent Rights until such time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books in accordance with this Section 5.05 will extend for [***] after the expiration or termination of this Agreement for any reason. With respect to any University’s rights under a continuing Sublicense under Sections 2.03(A) and 2.03(E), University’s right to audit the Sublicensee’s books will extend for [***] after the expiration or termination of said Sublicense for any reason.

ARTICLE VI. REGULATORY MATTERS & PATENT COSTS

6.01 United States Manufacture. Licensee agrees to comply with any obligations imposed on University and/or Licensee by 35 U.S.C. § 204 and/or other provisions of the ▇▇▇▇-▇▇▇▇ Act as codified in 35 U.S.C. § 200-212, and implemented by 37 C.F.R. 401 in connection with any Licensed Products used or sold in the United States. In the event that the Licensee or Sublicensee seeks a waiver of such requirement, the University agrees, if requested by Licensee, to take reasonable steps to assist the Licensee or Sublicensee to obtain such waiver to the extent permissible under current law.

6.02 Compliance with Laws. Licensee and its Sublicensee(s) shall comply with all applicable local, state, federal and foreign laws and regulations.

6.03 Export Control. It is understood that the transfer of certain commodities and technical data is subject to United States laws and regulations controlling both actual and deemed exports, including the Export Administration Regulations of the United States Department of Commerce, the International Traffic in Arms Regulations of the Department of State, and the Office of Foreign Assets Control of the Department of Treasury. Licensee hereby agrees and gives written assurance that it will comply with all United States laws and regulations controlling the export of commodities and/or technical data, that it will be solely responsible for any violation of such by Licensee, its Affiliate(s) and/or its Sublicensee(s), and that it will defend, indemnify and hold University harmless in the event of any legal action of any nature occasioned by such violation.

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6.04 Compliance & Marking. Licensee will comply with, and will require its Affiliates and Sublicensees to comply with, all applicable laws and regulations concerning the manufacture (including without limitation, if applicable, Good Manufacturing Practices set forth by the United States Food and Drug Administration), marking, marketing and safety of all Licensed Products. Without limiting the foregoing, all Licensed Products sold, leased or shipped in, through or to: (a) the United States will be marked with all applicable U.S. patent numbers; and (b) any other country will be marked in conformity with all of the laws and regulations of such country. Licensee further agrees to promptly remove the relevant patent markings from Licensed Products upon expiration or invalidation of a Licensed Patent. Licensee still further agrees to remove patent markings from Licensed Products as may be reasonably requested by University from time to time.

6.05 Patent Filings. The University will, using patent attorneys selected by it, use commercially reasonable efforts to apply for, seek issuance of and maintain the Patent Rights during the Term in the United States and such other countries as are agreed to by the Parties in writing or as Licensee may request in writing; provided that: (a) Licensee will cooperate with the University in such filing, prosecution and maintenance; and (b) Licensee will be given at least [***] to advise and comment upon such filings and actions as are undertaken by the University and further provided that in all cases University retains the absolute right to make all decisions with respect to preparation, filing, prosecution and maintenance. The University shall direct its patent counsel to: a) provide Licensee with a copy of the application or other filing as filed, together with notice of its filing date and serial number when available; and b) provide to Licensee copies of all communications between patent counsel and any foreign associates responsible for the filing, prosecution and/or maintenance of any foreign Patent Rights. The University may, in its discretion, decline to apply for, prosecute or maintain any

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Patent Rights in any country, but will give timely notice to Licensee of any such determination, whereupon Licensee may undertake such action, in the name and on behalf of the University, at Licensee’s own expense. The University agrees to cooperate with Licensee as reasonably necessary to permit Licensee to be able to file, prosecute or maintain any Patent Rights in those countries that the University declines to undertake action. Licensee further acknowledges and agrees that University may file for and obtain patent protection in countries that are not of interest to Licensee (the “Unfunded Countries”) but which are of interest to either the University or other licensee(s) of University whose license(s) is/are in a field of use that differs from the Field of Use. In such case, if ▇▇▇▇▇▇▇▇ has elected to not reimburse University for Patent Costs associated with the Unfunded Countries as set forth in Section 6.06, below, said Unfunded Countries are [***] removed from the Territory under this Agreement for the remainder of the Term.

6.06 Patent Costs.

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all of patent(s) and/or patent application(s) (of the Patent Rights) in any one or more country(ies) and/or region(s) (regardless of whether or not University actually abandons said patent(s) and/or patent application(s)), then the grant under Section 2.01 with respect to said country(ies) and/or region(s) of the Territory will also terminate.

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For the avoidance of doubt, any payments made under this Section 6.05(C) are fully creditable against the fulfillment of Licensee’s obligations under 6.05(A) as they come due but are not intended to release Licensee of any of its payment obligations under 6.05(A).

ARTICLE VII. WARRANTIES, LIMITATIONS & INDEMNIFICATION

7.01 University Limitation. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO: (1) THE SCOPE OR VALIDITY OF ANY OF THE PATENT RIGHTS; (2) WHETHER THE PATENT RIGHTS MAY BE EXPLOITED BY LICENSEE OR ANY SUBLICENSEE WITHOUT INFRINGING THE RIGHTS (INCLUDING PATENT RIGHTS) OF OTHERS; OR (3) THE RESULTS TO BE OBTAINED BY USE OF THE PATENT RIGHTS, THE LICENSED PRODUCTS AND/OR THE LICENSED PROCESSES. THE PATENT RIGHTS ARE DELIVERED “AS IS” IN EVERY RESPECT. IF BIOLOGICAL MATERIALS ARE TRANSFERRED (BY WAY OF LICENSE, BAILMENT OR OTHERWISE) HEREUNDER, UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES THAT SUCH BIOLOGICAL MATERIALS AND/OR THE METHODS USED TO MAKE OR USE SUCH BIOLOGICAL MATERIALS ARE FREE FROM LIABILITY FOR PATENT INFRINGEMENT.

7.02 Indemnification. Licensee will at all times during the Term and thereafter, defend, indemnify and hold the University and its affiliated hospital, BMCC, their current and former trustees, officers, employees, students, agents and affiliates (together, “Indemnitees”) harmless from and against all claims, suits, demands, liability and expenses, including legal expenses and reasonable attorneys’ fees, arising out of: [***].

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7.03 Insurance.

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7.04 University Liability.

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ARTICLE VIII. INFRINGEMENT

8.01 Notice. Each party will notify the other party promptly in writing of any alleged infringement of the Patent Rights by a third party of which it becomes aware and will provide any available evidence thereof.

8.02 Prosecution by Licensee.

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consult with University and shall consider the views of University regarding the advisability of the proposed action. In addition, ▇▇▇▇▇▇▇▇ agrees to consult with counsel for the University on any significant matters related to the litigation. Notwithstanding anything in the foregoing to the contrary, no settlement, consent judgment or other voluntarily final disposition of any such suit may be entered into without the prior written consent of the University, which consent will not be unreasonably withheld. Licensee will indemnify, defend and hold harmless the University against any order for any costs that may be made against the University in such proceedings brought by Licensee in accordance with this Section 8.02(A). For the avoidance of any doubt, if the grant under ARTICLE II of this Agreement becomes non-exclusive for any reason, Licensee will not have any right to prosecute infringers under this Section 8.02(A).

8.03 Prosecution By University.

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8.04 Actions Against Licensee or University. In the event that an action alleging invalidity or noninfringement of any of the Patent Rights is brought against the University or against Licensee (whether as an independent action or as a counterclaim of a suit filed by Licensee), relating to the Field of Use, the University, at its sole option, will have the right, within [***] after the commencement of such action, to take or regain control of the action at its own expense. If the University determines not to exercise this right and the grant under ARTICLE II remains exclusive to Licensee, Licensee may take over or remain as lead counsel for the action at Licensee’s sole expense, with any settlement or recovery subject to the approval provisions of Section 8.02(A) and allocation provisions of Section 8.02(B); provided that the University will have the right to refuse, in its sole discretion, to accept any settlement offer that would, in its sole judgment, result in the lessening or weakening of any Patent Rights.

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8.05 Cooperation. In any infringement suit, either party shall provide cooperation and assistance to the other party, at the requesting party’s expense, as may be reasonably necessary for the suit. Each party agrees to make available relevant records, papers, information, samples and specimens, as well as to have its employees testify upon request, except as restricted by law.

8.06 Sublicense Settlements. In the event that Licensee elects to grant a Sublicense to any alleged infringer in the Territory for the Field of Use for future use of the Patent Rights (e.g., as permitted by Section 2.03(C)), any amounts paid by the alleged infringer as a part of the Sublicense or settlement of allegations regarding infringement of the Patent Rights will be shared by Licensee and the University in the same ratio as amounts received as Sublicense Lump Sum payments under Section 4.01(E). Sublicensing Revenues and/or Net Sales received from any such Sublicensee will otherwise be shared by Licensee and University in accordance with Section 4.01(D) or 4.01(E), as applicable.

ARTICLE IX. TERMINATION

9.01 License. Unless earlier terminated as provided for in this Agreement, the license granted pursuant to Section 2.01 for Licensed Products and Licensed Processes will continue in each country (on a country by country basis) until the occurrence in the applicable country of the following: the expiration, invalidation (where invalidation requires the final decision rendered by a court of competent jurisdiction from which no further appeal has or may be taken) or termination of the last to expire, invalidate or terminate of the Patent Rights upon which the Licensed Products and/or Licensed Processes are based (if any). Nothing herein shall limit Licensee’s obligation to pay the Minimum Royalty Amounts set forth in Section 4.01(C).

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9.02 Early Termination. Notwithstanding the foregoing, all licenses granted pursuant to ARTICLE II and this Agreement will terminate as follows:

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9.03 Licensee’s Right To Terminate. After the [***] of the Effective Date, upon [***] advanced notice, Licensee may terminate this Agreement by giving written notice to University as provided for in Section 11.07.

9.04 Accrued Obligations.

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9.05 Survival. ARTICLE I (all - including Schedule 1); ARTICLE II, Sections 2.03(E), 2.03(F), 2.04, 2.05, and 2.06; ARTICLE IV (all — to the extent applicable to obligations to pay Milestone Payments, Minimum Royalty Amounts, Running Royalties, Sublicense Lump Sums, interest and all other amounts accrued as of the date of expiration or termination); ARTICLE V (Sections 5.01, 5.02 and 5.05, each for [***] from the date of expiration or termination); ARTICLE VI, Sections 6.01, 6.02, 6.03, and 6.06 (with respect to accrued costs as of the date of expiration or termination); ARTICLE VII (all); ARTICLE VIII for actions filed by Licensee prior to expiration or termination; ARTICLE IX, Sections 9.02(C), 9.04, 9.05 and 9.06; ARTICLE X (all); ARTICLE XI, Sections 11.01, 11.02, 11.03, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11, 11.12 and 11.13 and all other sections which by their nature should survive, will survive the expiration or termination of this Agreement. Exhibit C (Equity Agreement) as executed by the parties shall also survive the expiration or any termination of this Agreement as an independent agreement in accordance with its respective terms.

9.06 Information. Upon termination of this Agreement for any reason, Licensee shall, promptly upon written request by the University, make available to the University, at the University’s sole option, the rights to use, license or own all Information then in Licensee’s possession that is relevant to the commercialization of Licensed Products or Licensed Processes. Any Information returned to University under this Section 9.06 shall not be considered Licensee’s Confidential Information.

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ARTICLE X. DISPUTE RESOLUTION

10.01 Mediation. In the event of any dispute arising between the parties in connection with this Agreement, the construction thereof, or the rights, duties or liabilities of either party, representatives designated by each party will meet at the University or confer by conference call within [***] of a written request by either party, and attempt to amicably resolve the dispute. If the dispute is not resolved by such efforts within [***] after such written request for a meeting or conference call, the parties will refer the matter to non-binding mediation in Boston, the costs of which will be shared equally. In the event that such dispute is not amicably resolved by such non-binding mediation, then the parties may, at their option, agree to arbitrate or unilaterally employ civil litigation or any other dispute resolution mechanism available to them.

10.02 Injunctive Remedies. Notwithstanding Section 10.01 above, the parties acknowledge and agree that, in the event of a breach or a threatened breach by either party of Sections 11.01 or 11.06 hereof, the other party may suffer irreparable damage for which it will have no adequate remedy at law and, accordingly, will be entitled [***] to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without having first complied with the provisions of Section 10.01, and without the necessity of posting any bond or surety, in addition to any other remedy it might have at law or at equity.

10.03 Governing Law. The validity, interpretation, performance and enforcement of this Agreement, and all rights and obligations of the parties will be governed and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its rules concerning conflicts of laws.

10.04 Exclusive Venue; Consent to Jurisdiction. Except for mediation as stipulated in Section 10.01, any action, suit or other proceeding pursuant to, arising under, or touching or concerning this Agreement or the transactions contemplated hereby, including any challenge to the validity or enforceability of the Patent Rights, will be brought exclusively in any court of competent jurisdiction in Suffolk County, Commonwealth of Massachusetts. The parties agree to take any and all necessary or appropriate action to submit to the exclusive jurisdiction of any such court.

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ARTICLE XI. GENERAL PROVISIONS

11.01 Confidentiality. It is contemplated that in the course of the performance of this Agreement each party may, from time to time, disclose Confidential Information to the other. Each party agrees to use reasonable efforts: i) to not use the other party’s Confidential Information except in the course of the performance of this Agreement or as required to comply with laws or with legal process; and ii) to take all reasonable steps, but no less than the steps it takes to keep its own Confidential Information confidential, to prevent disclosure to a third party; provided that no provision of this Agreement will be construed to preclude such disclosure of Confidential Information as may be necessary or appropriate to: (A) obtain from any governmental agency any necessary approval or license or to obtain patents that are to be included in Patent Rights; or (B) where University is the receiving party, for University to provide Licensee’s Confidential Information when required for the performance of University’s obligations under any third party agreement pertaining to the Patent Rights. The obligations of confidentiality set forth in this Section 11.01 shall survive termination of this Agreement for a period of [***]. Notwithstanding the forgoing, if the University terminates this Agreement in accordance with Section 9.02, the University may use and/or provide any of Licensee’s information to a third party for purposes of attempting to relicense any of the Patent Rights. Notwithstanding any other provision of this Agreement, Licensee agrees not to disclose to University any information that may be subject to export controls under any applicable laws or regulations, including but not limited to the Export Administration Regulations of the United States Department of Commerce, the International Traffic in Arms Regulations of the Department of State, and the Office of Foreign Assets Control of the Department of Treasury.

11.02 Amendment and Waiver. This Agreement may be amended only by an instrument in writing signed by an authorized officer of each party. No provision of or right under this Agreement will be deemed to have been amended or waived by any act or acquiescence on the part of either party, its agents or employees, but only by an instrument in writing signed by an authorized officer of each party. No waiver by either party of any breach of this Agreement by the other party will be effective as to any other breach, whether of the same or any other term or condition and whether occurring before or after the date of such waiver.

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11.03 Independent Contractors. Each party represents that it is acting on its own behalf as an independent contractor and is not acting as an agent for or on behalf of any third party. This Agreement and the relations hereby established by and between the University and Licensee do not constitute a partnership, joint venture, agency or contract of employment between them.

11.04 Assignment.

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11.05 Successors and Assigns. This Agreement will bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

11.06 Use of Names. Neither party will use the name of the other party or any staff member, officer, employee or student of the other party or any adaptation thereof in any advertising, promotional or sales literature, publicity or in any document employed to obtain funds or financing without the prior written approval of the party or individual whose name is to be used; provided that Licensee may state that Licensed Products are based on research originally carried out at Boston University and that it is licensed by the

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University under the Patent Rights so long as such statement(s) do not suggest University’s endorsement of the Licensed Products, Licensed Processes or the Licensee. Licensee may, without seeking permission of University, make reference to publications authored or co-authored by the inventor(s). Licensee will submit to the University for review and written approval, which approval will not be unreasonably withheld or delayed, any references to Licensed Products, this Agreement, the University or the inventors in submissions required by the Securities and Exchange Commission or any stock exchange or market system on which its shares are listed or being considered for listing. For the University and its officers, employees and students, such approval will be obtained from the Managing Director of the University’s Office of Technology Development or its successor. In addition, the University may disclose the name of Licensee in publications by the University. Licensee and University agree that if any public announcement is made about this Agreement, they will jointly make said announcement about the existence of this Agreement.

11.07 Notices. All communications hereunder must be in writing and must be sent to the addresses set forth below, or such other address as either party may specify by notice sent in accordance with this Section:

If to the University:

Boston University

[***]

Attention: [***]

Facsimile: [***]

Email: [***]

with a copy to:

Boston University

[***]

Attention: [***]

Facsimile: [***]

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If to Licensee, to the Licensee Notice Address set forth in the Principal Terms & Milestones List. Notices, statements, reports or requests required or permitted hereunder will be in writing and will be deemed effective and properly given [***] by any courier (e.g. FedEx) that provides evidence of delivery, registered or certified mail, Express Mail, or e-mail (provided that delivery to the recipient is confirmed) to the recipient as indicated above or such other recipient as may, in the future, be designated by University or Licensee by such communication.

11.08 Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other term or provision hereof. The parties agree that they will negotiate in good faith or will permit a court to replace any provision hereof so held invalid, illegal or unenforceable with a valid provision that is as similar as possible in substance to the invalid, illegal or unenforceable provision.

11.09 Conflict or Inconsistency. In the event of any conflict or inconsistency between the terms and conditions hereof and any terms or conditions set forth in any purchase order, sponsored research agreement, confidentiality agreement, material transfer agreement, terms sheet or other document relating to, or affecting, the transactions contemplated by this Agreement, the terms and conditions set forth in this Agreement will prevail.

11.10 Captions/Headings. Captions and Headings of the sections and subsections of this Agreement are for reference purposes only and do not constitute terms or conditions of this Agreement and will not limit or affect the terms and conditions hereof.

11.11 Word Meanings. Words such as herein, hereinafter, hereof and hereunder refer to this Agreement as a whole and not merely to a section or paragraph in which such words appear, unless the context otherwise requires. The singular will include the plural, and each masculine, feminine and neuter reference will include and refer also to the others, unless the context otherwise requires.

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11.12 Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all prior agreements and understandings relating to the subject matter hereof, and no representations, inducements, promises or agreements, whether oral or otherwise, between such parties not contained herein or incorporated herein by reference will be of any force or effect. No provision of this Agreement will be interpreted in favor of, or against, either of the parties by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft of this Agreement or such provision.

11.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile or PDF copies of this Agreement will be enforceable as originals. In making proof of this Agreement, it will not be necessary to produce or account for more than one such counterpart.

[Remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, and have duly delivered and executed this Agreement under seal as of the date first set forth above.

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Schedule 1

Definitions

When used as capitalized terms in the Device License Agreement to which this Schedule 1 is attached, the following terms will have the respective meanings set forth below. The definition of terms defined in the singular tense will include the plural tense and vice versa.

Affiliate means with respect to any person or Entity, any other person or Entity that controls, is controlled by or is under common control with the specified person or Entity. As used in this definition, the term ‘control’ means: (a) direct or indirect control of at least fifty percent (50%) of the voting stock of an Entity; or (b) in the absence of ownership of at least fifty percent (50%) of the voting stock of the Entity, or in the case of a non-corporate Entity or person, possession of, directly or indirectly, the power to direct or cause the direction of the management and policies of such person or Entity.

Agreement means the Device License Agreement to which this Schedule 1 is attached, together with all Schedules and Exhibits annexed thereto, as the same shall be modified and in effect from time to time.

Assignment Fee has the meaning set forth in Section 11.04(B).

BMCC has the meaning set forth in Section 2.04.

Board Observer Rights Letter Agreement means the letter agreement between the Licensee and the University pursuant to which the University receives board observer rights in the Licensee, and which letter agreement shall be in, or substantially in, the form attached hereto as Exhibit D.

Breaching Sublicensee has the meaning set forth in Section 9.02(A).

Business Plan means a detailed document covering Licensee’s plans as to projected product development, markets and sales forecasts, manufacturing and operations, and financial forecasts.

Calendar Quarter means each three-month period of the Calendar Year beginning on January 1, April 1, July 1 and October 1.

Calendar Year means the period of January 1 through December 31.

Claim means any issued, unexpired, valid claim or pending claim contained in the Patent Rights. For purposes of this definition, valid claim means any claim that has not been: i) formally disclaimed by University; ii) dedicated to the public by University; or iii) held to be invalid or unenforceable by a final judgment of a court or administrative agency of competent jurisdiction from which no appeal can be, or is, taken.

Clinical Trial has the meaning set forth in Section 2.03(K).

Combination Product means any product comprised of a combination of: (i) a Licensed Product; and (ii) any active ingredient(s), device(s), delivery system(s) or other technology(ies) for which rights are not included in the license granted under this Agreement but, with respect to said item(s) in (ii), which may each or collectively form the basis for a separately saleable product (an “Independent Subproduct”).

Page S1-1

Commercial Activity Reference Date has the meaning set forth in the Principal Terms & Milestones List.

Commercialization Plan means a detailed report describing Licensee’s progress toward and plans for commercialization of the Licensed Products, including work completed, key scientific discoveries, summary of work-in-progress, current schedule of anticipated events or milestones, market plans for introduction of Licensed Product, Licensed Process and significant corporate transactions involving Licensed Product.

Confidential Information means all confidential and proprietary information and data of one party that is provided by that party (the “disclosing party”) to the other party (the “receiving party”) hereunder in written or other tangible medium and marked as confidential at the time of disclosure, except any portion thereof which:

Consumables means pharmaceutical agents sold in packaging that is comprised of Licensed Products or made with Licensed Processes.

Covered In Whole Or In Part By A Claim means, but for the license rights granted under this Agreement, the Licensee’s or Sublicensee’s activity (alone or in combination with other persons or Entity(ies) acting under instructions from, or on behalf of, a Licensee and/or Sublicensee) would in some way constitute direct or indirect infringement of a Claim even if not all elements of the Claim are carried out by the same Entity or practiced in the same geographic location.

Current Market Value means, as to any issuance of equity by Licensee in connection with a Sublicense: [***]

Page S1-2

[***].

Delayed Milestone has the meaning set forth in Section 3.04(B).

Effective Date has the meaning set forth in the preamble to this Agreement.

End-User means any person or Entity whose use of a product or Licensed Product results in utilization, consumption, destruction, loss of activity or loss of value of said product or Licensed Product.

Entity means any corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, limited liability partnership or other legal entity or organization.

Equity Agreement means the agreement between the Licensee and the University pursuant to which the University receives an equity interest in the Licensee, and which agreement shall be in, or substantially in, the form attached hereto as Exhibit C.

Estimated National Phase Entry Payment has the meaning set forth in Section 6.06(C)(i).

Exclusive Period means the Term of the licenses granted pursuant to Section 2.01 unless such period of exclusivity is earlier terminated by the University pursuant to Sections 3.06 or 9.02(A).

Field of Use has the meaning specified in the Principal Terms & Milestones List.

First Commercial Sale means the first sale of a Licensed Product by Licensee (or Sublicensee) to any third party in an arm’s length transaction anywhere in the world.

Government Rights means the rights of the United States of America or other government entity in subject matter licensed under this Agreement, including without limitation those set forth in 35 U.S.C. § 200 et seq. or any successor thereto, as well as federal regulations promulgated thereunder, all as modified and in effect from time to time.

Indemnitees has the meaning specified in Section 7.02.

Independent Subproduct has the meaning specified in the definition of Combination Product.

Information means research results, toxicology data, assays, preclinical data, prototypes, mask works, manufacturing processes including cell lines and unused, unexpired amounts of Licensed Products, clinical results, regulatory submissions, approvals, customer lists, papers, photographs, computer programs and databases, manuals, prototypes, models, plans, drawings, designs, formulations, specifications, methods, techniques, formulas, supplier lists, engineering information, price lists, costing information, accounting and financial data, profit margin, marketing and sales data, and/or strategic plans related to the Patent Rights.

Page S1-3

Initial Public Offering means the first underwritten public offering of Common Stock of the Licensee for the account of the Licensee registered under the Securities Act of 1933, as amended.

Institutions has the meaning specified in Section 2.04.

Label License means a non-exclusive sublicense right to practice a Licensed Process that is granted directly and solely to an End-User by the Licensee or a Sublicensee and which is fully compliant with the terms, conditions and obligations set forth in Section 2.03(J), and wherein said sublicense right is memorialized: i) on a product label; ii) on product packaging; iii) on an insert that accompanies a product sold to the End-User so that said End-User may use said product said End-User purchased (and only in the amounts purchased) for its intended purpose.

Licensed Process means any process that is Covered In Whole Or In Part By A Claim practiced within any country of the Territory.

Licensed Product means any product or product part made, used, sold or imported into, or exported from, any country of the Territory that: (a) is Covered In Whole Or In Part By A Claim; or (b) is manufactured by using a Licensed Process; or (c) is employed to practice a Licensed Process.

Licensee means the person(s), Entity or Entities so identified in the preamble to the Agreement, and its Affiliates.

Licensee Fiscal Year has the meaning set forth in the Principal Terms & Milestones List.

Licensee Notice Address means the address so identified in the Principal Terms & Milestones List.

Licensee Notice E-mail means the e-mail so identified in the Principal Terms & Milestones List.

Market Countries means: [***].

Milestone means each of the events so identified in the Principal Terms & Milestones List.

Milestone Date means for any Milestone, the date appearing opposite such Milestone in the Principal Terms & Milestones List.

Page S1-4

Milestone Payment means for any Milestone, the dollar amount (if any) appearing opposite such Milestone in the Principal Terms & Milestones List.

Minimum Royalty Amount (or MRA) means for: (a) any year identified in the Principal Terms & Milestones List under the phrase “Minimum Royalty Amount”, the dollar amount appearing opposite the designation of such year; and (b) any year after the termination of the Exclusive Period, zero.

MRA Year means the period identified in the Principal Terms & Milestones List and defined in Section 4.01(C).

National Phase has the meaning given by the World Intellectual Property Organization with respect to patent prosecution activity under the Patent Cooperation Treaty.

National Phase Entry means, entry into the National Phase under the Patent Cooperation Treaty as defined by the World Intellectual Property Organization (WIPO).

Net Sales means [***]

[***].

Non-Suit Countries means all countries other than Market Countries.

Page S1-5

Orange Book Patent Rights means any US patent assigned to or co-assigned to Licensee or any Sublicensee that is listed or co-listed with any patent included in Patent Rights in the FDA’s listing “Approved Drug Products with Therapeutic Equivalence Evaluations,” commonly known as the Orange Book.

Patent Costs means all costs, fees and/or expenses of any kind incurred in respect of the Patent Rights and paid by University or invoiced to University, including without limitation: [***].

Patent List means Exhibit A and Exhibit B annexed hereto as they may be amended and in effect from time to time.

Patent Rights means all of the following University intellectual property:

(a) the patents and/or patent applications identified in the Patent List (including PCT application(s) and/or the U.S. utility application(s) filed on or before the one-year conversion date of any such provisional applications and related by a priority claim thereto); (b) any patent application(s) that claim(s) priority to and is/are a conversion, continuation, continuations-in- part, divisional, reissue, renewal, reexamination, substitution or extension of any patent application identified in (a); (c) any patents issuing on any of the patent applications identified in (a) or (b), including any reissues, renewals, reexaminations, substitutions or extensions thereof; and (d) if the Territory includes countries other than the United States, any foreign counterpart(s) (including PCTs) of the foregoing and any patents which issue thereon, provided that Claim(s) in any said continuations-in-part not identified in the Patent List as of the Effective Date will only be included in Patent Rights to the extent any said Claim(s) of said continuations-in-part is/are directed to subject matter specifically described in a patent or patent application identified in the original Patent List (i.e. the Patent List as of the Effective Date). For the avoidance of doubt, no other inventions or patent rights are included in the meaning of Patent Rights except as expressly set forth in this definition.

Public Sector will include:

Page S1-6

Progress Report means a written report summarizing Licensee’s material technical and other efforts made towards First Commercial Sale for all Licensed Products under development. Such reports will include, without limitation, reasonably detailed summaries of: (i) development and commercialization of Licensed Products; (ii) collaborations with third parties and sublicensing efforts; (iii) progress toward completing milestones described in the Principal Terms & Milestones List; (iv) key management changes and total number of employees; (v) Licensee’s finances; (vi) scientific and business goals for the next year; (vii) summary of any payments due under ARTICLE IV; and (viii) any other company information which may materially adversely impact Licensee’s ability to develop Licensed Product.

Quarterly Report has the meaning set forth in Section 5.02.

Reserved Rights has the meaning set forth in Section 2.04.

Royalties has the meaning set forth in Section 4.01.

Royalty Percentage has the meaning set forth in the Principal Terms & Milestones List.

Running Royalties has the meaning set forth in Section 4.01(D).

Running Royalty Amount means, in respect of any Calendar Quarter during the Term, [***] Net Sales [***] multiplied by the Royalty Percentage [***].

Sublicense means any agreement between Licensee (or a Sublicensee as permitted by University’s written consent given in accordance with Section 2.03(F)) and a third party, as permitted by this Agreement, that contains a grant to rights taken by Licensee under Section 2.01 of this Agreement regardless of the name given to said agreement by the parties.

Sublicense Lump Sum means, in respect of any Calendar Quarter during the Term, the product of the Sublicense Lump Sum Percentage (expressed as a decimal) multiplied by the applicable amount of Sublicensing Revenue.

Sublicense Lump Sum Percentage has the meaning set forth in the Principal Terms & Milestones List.

Sublicensee means any person or Entity to whom a Sublicense is granted as permitted by this Agreement.

Sublicensee Consumable Running Royalty Percentage has the meaning set forth in the Principal Terms & Milestones List

Sublicensee Running Royalty Amount means, in respect of any Calendar Quarter during the Term, [***]

Page S1-7

[***]

Sublicensee Running Royalty Percentage has the meaning set forth in the Principal Terms & Milestones List.

Sublicensing Revenue means [***].

Substantial Patent Prosecution Event means an opposition, interference, reexamination, reissue or other patent prosecution event where it is anticipated that costs in excess of [***] are likely to be incurred by University.

Term means with respect to any license granted by the University under this Agreement, the period beginning on the Effective Date and terminating in accordance with ARTICLE IX.

Territory has the meaning specified in the Principal Terms & Milestones List.

Third Party Royalties means any royalties Licensee pays to one or more third parties pursuant to one or more licenses to intellectual property rights entered into by Licensee to avoid infringement of such rights by the practice of the Patent Rights in the manufacture, use, or sale of any Licensed Product, or to avoid infringement-related litigation with respect to the practice of the Patent Rights, as determined by Licensee in its reasonable discretion. Third-Party Royalties shall not include: 1) royalties owed to any Affiliate or Sublicensee; or 2) royalties paid under a patent application filed, or having a priority claim, more than [***] prior to the Effective Date.

Trade Dress will mean the physical appearance of Product as sold in any Market Country by Licensee, including but not limited to such characteristics as shape, color, tradename, trademark or service mark.

Unfunded Countries has the meaning set forth in Section 6.05.

Page S1-8

World Intellectual Property Organization means the specialized agency of the United Nations charged with developing a balance and accessible international intellectual property system (see: ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇.▇▇▇▇.▇▇).

Page S1-9

Schedule 2

None

EZ-Start – License Agreement

Page S2-1

EXHIBIT A

US PATENT RIGHTS

[***]

Page EA-1

EXHIBIT B

FOREIGN PATENT RIGHTS

[***]

Page EB-1

EXHIBIT C

UNIVERSITY - BETA BIONICS

EQUITY AGREEMENT

This Equity Agreement (the “Agreement”), effective as of December 16, 2015 (the “Effective Date”), is by and between Beta Bionics, Inc., a Massachusetts benefit corporation with a principal address at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Company”), and Trustees of Boston University, a Massachusetts non-profit corporation with a principal address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “University”).

WHEREAS, the Company desires and the University has agreed pursuant to the terms of a Device License Agreement dated as of the Effective Date (the “Device License Agreement”) to license certain technology for which the University shall be entitled to certain royalty payments as set forth therein and, additionally, shares of the Company’s Capital Stock on the terms set forth herein; and WHEREAS, the parties hereto are willing to execute this Agreement to effect the purchase and sale of such Capital Stock and to be bound by the provisions hereof.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the University and the Company hereby agree as follows:

1. Definitions

(a) “Capital Stock” shall mean, individually, the Common Stock or Preferred Stock, and, collectively, the Common Stock and the Preferred Stock.

(b) “Common Stock” shall mean shares of the Company’s common stock, no par value.

(c) “Eligible Financing” shall mean the first capital raising transaction closing after the Effective Date after which the Company will have raised aggregate gross proceeds of [***] or more (inclusive of all amounts raised in such transaction including debt obligations that convert into Capital Stock and in any capital raising transaction occurring before such transaction).

(d) “Fully Diluted Capitalization” shall mean, at a specified time, without double counting, the sum of (a) the number of shares of Common Stock outstanding at such time, (b) the number of shares of Common Stock issuable upon the conversion, exercise or exchange of all securities or rights, including options and warrants, outstanding at such time, and (c) the number of shares of Common Stock reserved for issuance pursuant to any outstanding options or other securities exercisable for or convertible into Common Stock under the Company’s equity incentive plans.

(e) “IPO” shall mean the Company’s first underwritten public offering of its Common Stock under the Securities Act (as defined below).

Page EC-1

(f) “New Securities” shall mean shares of new securities of the Company constituting, or units of any new securities of the Company including, shares of Capital Stock or any warrants, options or rights to purchase shares of Capital Stock or any securities convertible into or exchangeable for shares of Common Stock (or any warrants, options or rights with respect to such convertible or exchangeable securities), excluding any securities (i) issued or issuable by reason of a dividend, stock split, split-up or other distribution on outstanding shares of Capital Stock, (ii) issued in a public offering, or (iii) issued in connection with an acquisition, joint venture, commercial arrangement, or similar corporate partnering transaction.

(g) “Preferred Stock” shall mean shares of the Company’s preferred stock, no par value.

2. Sale and Issuance of Shares.

(a) Subject to the terms and conditions of this Agreement, and in partial consideration of the license granted to the Company pursuant to the Device License Agreement, the Company will hereby issue and deliver to the University at the closing 2,286 shares of Series B Common Stock which shares represent two and one-half percent (2.5%) of the Company’s Fully Diluted Capitalization immediately following such issuance (such shares of Common Stock issued to the University are referred to herein as the “Shares”).

(b) The obligations of the Company hereunder are subject to the fulfillment of each of the following conditions:

(i) The University shall have executed and delivered the Device License Agreement; and

(ii) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that may be required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall have been duly obtained and shall be effective at the closing, other than filings which are required to be made after the closing and which will be duly made on a timely basis.

3. Representations.

(i) Representations and Warranties of the University. The University represents, warrants and acknowledges that the University: (a) has had an opportunity to ask questions of and receive answers from a Company representative concerning the terms and conditions of this investment; (b) is acquiring the Shares for the University’s own account for the purpose of investment, and not with a view to any resale or other distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”); (c) is a sophisticated investor with such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Shares; (d) is able to and must bear the economic risk of the investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act, and therefore, cannot be offered or sold unless the Shares are subsequently registered under the Securities Act or an exemption from such registration is available; and (e) that the University is an “accredited investor” as that term is defined in Regulation D under the Securities Act. The University acknowledges and understands that the

Page EC-2

Common Stock has not been registered under the Securities Act, nor registered pursuant to the provisions of the securities laws or other laws of any other applicable jurisdictions, in reliance on exemptions for private offerings contained in Section 4(2) of the Securities Act and in the laws of such jurisdictions. The University further understands that the Company has no intention and is under no obligation to register the Shares under the Securities Act or to comply with the requirements for any exemption that might otherwise be available, or to supply the University with any information necessary to enable the University to make routine sales of the Shares under Rule 144 or any other rule of the Securities and Exchange Commission.

(ii) Representations and Warranties of the Company. The Company represents and warrants to the University that:

a. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.

b. Immediately prior to consummating the transactions contemplated by this Agreement, the authorized Capital Stock of the Company consists of [***] shares of Common Stock, of which [***] shares are issued and outstanding and [***] shares are reserved under the Company’s equity incentive plans.

c. All currently issued and outstanding shares of Company Capital Stock are duly authorized, validly issued, fully-paid, non-assessable and free of all preemptive rights. When the Shares are issued to the University pursuant to this Agreement, they will be duly authorized, validly issued, fully-paid, non-assessable and free of all preemptive rights.

d. The Company has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

e. Neither the execution, delivery or performance of this Agreement nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Company’s Certificate of Incorporation or Bylaws; (ii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under any material agreement, instrument or obligation to which the Company is a party or by which its assets are bound; or (iii) violate any court order, judgment, administrative order, writ, decree, stipulation, arbitration award or injunction or statute, law, ordinance, rule and regulation applicable to the Company.

Page EC-3

4. Dilution Protection. The Company agrees to issue and deliver to the University, for no additional fee or consideration, from time to time, such number of additional shares of Capital Stock so as to cause the University to continue to hold shares of Capital Stock representing two and one-half percent (2.5%) of the Fully Diluted Capitalization until (i) immediately following the consummation of an Eligible Financing, (ii) immediately before the consummation of an IPO, or (iii) immediately prior to any sale of all or substantially all of the Company’s assets, merger or other acquisition, whichever event occurs first.

5. Other Investor Rights. The Company shall grant the University no less favorable registration and co-sale rights as and when the Company shall grant any such rights to third party investors before and in connection with the Eligible Financing.

6. Pre-Emptive Rights. If at any time after the issuance and delivery of the Shares to the University pursuant to this Agreement, the Company shall issue or sell any New Securities of the Company (other than shares of Common Stock or options to purchase shares of Common Stock issued or issuable pursuant to any equity incentive plans of the Company), the Company shall offer to sell such additional New Securities to the University at a purchase price equal to and on the same terms the Company offers to other investors in order to maintain the University’s proportional ownership of the Fully Diluted Capitalization calculated in accordance with this paragraph. Within [***] following the sale of New Securities by the Company, the Company shall deliver a notice to the University (the “Offer Notice”) stating the terms of the New Securities and the opportunity for the University to purchase New Securities. By giving written notice within [***] after the date of the Offer Notice, the University may elect to purchase, at the price and on the terms specified in the Offer Notice, such number of shares of New Securities needed to maintain the University’s proportional ownership of the Fully-Diluted Capitalization after giving effect to the issuance of (i) all New Securities (including New Securities purchased by the University under this paragraph) and (ii) if applicable, Additional Shares pursuant to paragraph 4 above. The exercise or non-exercise by the University of its rights pursuant to this paragraph shall be without prejudice to its rights under this paragraph with respect to any future sales of New Securities. The covenants set forth in this paragraph shall terminate and be of no further force or effect (i) immediately before the consummation of an IPO, or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act of 1934, whichever event occurs first.

7. Miscellaneous Provisions.

(a) Legends. The University acknowledges that all certificates evidencing the Shares shall bear a legend in substantially the following form, in addition to all other legends required by law or any other agreements to which the University is a party:

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

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(b) Adjustment for Stock Splits, Stock Dividends, etc.

(i) If from time to time during the term of this Agreement there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the University is entitled by reason of its ownership of Shares shall be automatically subject to the restrictions on transfer and the other provisions of this Agreement in the same manner and to the same extent as the shares of Shares.

(ii) If the Shares are converted into or exchanged for, or stockholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation or other property (including cash), or pursuant to any merger or consolidation of the Company or acquisition of its assets, then the rights of the Company under this Agreement shall apply to the securities or other property received upon such conversion, exchange, distribution, merger or consolidation in the same manner and to the same extent as the Shares.

(c) Notice. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon (i) personal delivery; (ii) [***] by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the [***]; (iii) [***] after deposit with a nationally recognized overnight courier, specifying [***] delivery, with written verification of receipt; or (iv) [***] after deposit with the United States Postal Service, by registered or certified mail, return receipt requested, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the University at the address that he or she most recently provided to the Company in writing.

(d) Entire Agreement. This Agreement, together with the Device License Agreement, each entered into as of the date hereof (in either case, as the same may be amended or restated from time to time), constitutes the entire understanding between the parties hereto with regard to the subject matter hereof, and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.

(f) Choice of Law. This Agreement shall be governed by, and construed and enforced in accordance with, the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by, and construed and enforced in accordance with, the internal laws of the Commonwealth of Massachusetts without giving effect to the conflicts of laws principles thereof.

(g) Severability. The parties hereby agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. In case any provisions (or portions thereof) contained in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, the parties agree that such invalidity, illegality or unenforceability

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shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject so as to be unenforceable at law, University agrees that such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

(h) Amendments; Waivers. This Agreement may only be amended or modified in writing signed by the University and the Company. No party shall be deemed to waive any rights hereunder unless such waiver is in writing and signed by such party. A waiver in writing on or more occasions shall not be deemed to be a waiver for any future occasions.

(i) Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute one and the same instrument.

(j) Captions. Captions are for convenience only and are not deemed to be part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the Effective Date.

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EXHIBIT D

BETA BIONICS, INC.

▇▇ ▇▇▇▇▇▇ ▇▇▇▇

Acton, MA 01720

December 16, 2015

Re: Board Observer Rights for the Trustees of Boston University

Trustees of Boston University:

This letter will confirm our agreement made in connection with the issuance to Trustees of Boston University (“BU”) of shares of Class B common stock, no par value per share (“Shares”) of/by Beta Bionics, Inc. (the “Company”), pursuant to the terms of the Equity Agreement, effective as of December 16, 2015 (the “Agreement”), between BU and the Company. BU shall be entitled to the following board observer rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to BU herein:

1. The Company shall invite an individual designated by BU and acceptable to the Company (the “BU Observer”), to attend all meetings of the Company’s Board of Directors (the “Board”) in a nonvoting observer capacity and, in this respect, the Company shall give the BU Observer copies of all notices, minutes, consents, and other materials that it provides to the Company’s directors at the same time and in the same manner as provided to such directors; provided, however, that the BU Observer shall agree to hold in trust and confidence all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the BU Observer from any meeting or portion thereof if access to such information or attendance at such meeting or portion thereof could either (a) adversely affect the attorney-client privilege between the Company and its counsel, or (b) likely result in a conflict of interest between the Company and BU. Upon reasonable notice and at a scheduled meeting of the Board or such other time, if any, as the Board may determine in its sole discretion, the BU Observer may address the Board with respect to BU’s concerns regarding significant business issues facing the Company.

2. BU shall be entitled to discuss with management of the Company significant business issues, including management’s proposed annual operating plans, and management will meet with representatives from BU regularly during each year at the Company’s facilities, outside of the Board meetings, at mutually agreeable times for such discussion and advice and to review progress in achieving said plans.

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3. BU may examine the books and records of the Company and inspect its facilities and may request information at reasonable times and intervals concerning the general status of the Company’s financial condition and operations, provided that access to highly confidential proprietary information and facilities need not be provided.

The rights granted herein shall terminate and be of no further force or effect upon the earliest of (i) the consummation of the sale of the Company’s securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public, and (ii) the later date of (a) the date any component of the Licensed Product is approved for sale by the FDA or similar regulatory agency outside of the United States or (b) [***] after the effective date of the Agreement. The confidentiality provisions hereof will survive any such termination.

Agreed to and Acknowledged by:

TRUSTEES OF BOSTON UNIVERSITY

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First Amendment to Device License Agreement

between

Trustees of Boston University and Beta Bionics, Inc.

This First Amendment (“First Amendment”) effective as of December 11, 2017 (the “Effective Date”) amends that certain Device License Agreement (“Agreement”) dated as of December 16, 2015 by and between Trustees of Boston University (the “University”) and Beta Bionics, Inc. (“Licensee”). University and Licensee may hereafter be referred to as the “Parties”.

WHEREAS, in support of Licensee seeking a Series B funding round, the Parties wish to amend the Milestones as defined in said Agreement in order to reflect Licensee’s current development plans;

NOW THEREFORE, in accordance with Section 11.02 of the Agreement and for good and valuable consideration, including the mutual obligations undertaken in the Agreement and this First Amendment, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as of the Effective Date as follows:

This First Amendment shall become effective as of the Effective Date upon execution by an authorized officer of each party. Except as expressly amended by this First Amendment, capitalized terms used in this First Amendment which are defined in the Agreement shall have the meanings set forth in the Agreement.

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This Agreement may be executed electronically/digitally in compliance with the Massachusetts Uniform Electronic Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures In Global And National Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this document agree that, if used, electronic/digital signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective duly authorized officers, and have duly delivered and executed this First Amendment under seal as of the date first set forth above.

2

Second Amendment to Device License Agreement

Between

Trustees of Boston University and Beta Bionics, Inc.

This Second Amendment (“Second Amendment”) effective as of September 21, 2020 (the “Effective Date”) amends that certain Device License Agreement (“Agreement”) dated as of December 16, 2015 as amended by the First Amendment thereto effective as of December 11, 2017 by and between the Trustees of Boston University (the “University”) and Beta Bionics, Inc. (“Licensee”). University and Licensee may hereafter be referred to as the “Parties”.

WHEREAS, the Parties wish to amend certain terms as defined in said Agreement in order to update the Patent List, reflect Licensee’s current development plans, and clarify the agreement between the Parties regarding calculation of Royalties;

NOW THEREFORE, in accordance with Section 11.02 of the Agreement and for good and valuable consideration, including the mutual obligations undertaken in the Agreement and this Second Amendment, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as of the Effective Date as follows:

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WHEREAS, University and Licensee are also parties to that certain Control Algorithm License Agreement (“Algorithm Agreement”) dated as of December 23, 2015.

provided that amounts payable under 4.01(D)(i-ii) with respect to any Calendar Year are fully creditable against the Minimum Royalty Amount paid by Licensee to University in said Calendar Year such that Licensee need only make payments to University when the cumulative amount payable under this Section 4.01(D)(i-ii) exceeds the Minimum Royalty Amount and further provided that any available credit not taken against the Minimum Royalty Amount in any Calendar Year will be forfeited and thus not available as an offset in any subsequent Calendar Year. [***].

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All Quarterly Reports shall identify the portion of Net Sales or Running Royalty Amount reported that is due to sales of products and/or processes that also qualify as Licensed Products, Licensed Processes, Software-Based Products, and/or Software-Based Processes under the Algorithm Agreement. The reports described in this Section 5.02 are each referred to herein as a “Quarterly Report.” Each Quarterly Report will [***], or be sent to University [***], the payment under Sections 4.01(D) and 4.01(E). If Licensee elects to wire transfer payments to University, the Quarterly Report will be transmitted to University in accordance with Section 11.07 [***] that the wire transfer is made.

This Second Amendment shall become effective as of the Effective Date upon execution by an authorized officer of each party. Except as expressly amended by this Second Amendment, capitalized terms used in this Second Amendment which are defined in the Agreement shall have the meanings set forth in the Agreement.

This Agreement may be executed electronically/digitally in compliance with the Massachusetts Uniform Electronic Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures In Global And National Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this document agree that, if used, electronic/digital signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their respective duly authorized officers, and have duly delivered and executed this Second Amendment under seal as of the date first set forth above.

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EXHIBIT A

US PATENT RIGHTS

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EXHIBIT B

FOREIGN PATENT RIGHTS

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Amendment to Device License Agreement

Between

Trustees of Boston University and Beta Bionics, Inc.

This Amendment (“Amendment”) effective as of February 14, 2022 (the “Effective Date”) amends that certain Device License Agreement (“Agreement”) effective as of December 16, 2015 and last amended as of September 21, 2020 by and between the Trustees of Boston University (the “University”) and Beta Bionics, Inc. (“Licensee”). University and Licensee may hereafter be referred to as the “Parties”.

WHEREAS, the Parties wish to amend certain terms as defined in said Agreement in order to reflect Licensee’s current development plans;

NOW THEREFORE, in accordance with Section 11.02 of the Agreement and for good and valuable consideration, including the mutual obligations undertaken in the Agreement and this Amendment, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as of the Effective Date as follows:

This Amendment shall become effective as of the Effective Date upon execution by an authorized officer of each party. Except as expressly amended by this Amendment, capitalized terms used in this Amendment which are defined in the Agreement shall have the meanings set forth in the Agreement.

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This Agreement may be executed electronically/digitally in compliance with the Massachusetts Uniform Electronic Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures In Global And National Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this document agree that, if used, electronic/digital signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers, and have duly delivered and executed this Amendment under seal as of the date first set forth above.

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