RESEARCH, COLLABORATION & LICENSE AGREEMENT DATED AS OF MAY 5, 2016 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND DIMENSION THERAPEUTICS, INC.

Page

Article

1

DEFINITIONS

1

Article

2

COLLABORATION PROGRAMS; GOVERNANCE

9

2.1

Overall Project

9

2.2

Research

9

2.3

Funding of the Research Program

11

2.4

Unavailability of ▇▇. ▇▇▇▇▇▇

12

2.5

Technology Transfer

13

2.6

Governance

13

Article

3

LICENSES AND OTHER RIGHTS

16

3.1

Grant of License

16

3.2

Retained Rights

16

3.3

U.S Government Rights

16

3.4

Grant of Sublicense by Licensee

17

3.5

No Implied License

18

3.6

Exclusivity […***…]

18

3.7

Exclusivity to […***…] and of ▇▇▇▇▇▇ Laboratory

18

Article

4

FINANCIAL PROVISIONS

18

4.1

Issue Fee

18

4.2

Milestone Payments

19

4.3

Royalties

20

4.4

Penn Sublicense Income

22

4.5

Mode of Payment and Currency

22

4.6

Royalty and Penn Sublicense Income Reports

23

4.7

Late Payments

23

4.8

Accounting

23

4.9

Books and Records

23

4.10

Audits

24

4.11

Withholdings

25

Article

5

CLINICAL DEVELOPMENT, REGULATORY AFFAIRS;

COMMERCIALIZATION

26

5.1

Clinical Development

26

Page

5.2

Commercialization

26

5.3

Manufacturing

26

5.4

Regulatory

26

5.5

General Diligence

27

5.6

Progress Reports

27

Article

6

INTELLECTUAL PROPERTY

28

6.1

Ownership

28

6.2

Patent Filing Prosecution and Maintenance

29

6.3

Patent Costs

30

6.4

Infringement

31

6.5

Patent Marking

32

Article

7

CONFIDENTIALITY& PUBLICATION

32

7.1

Confidential Information

32

7.2

Exceptions to Confidentiality

33

7.3

Penn Intellectual Property

33

7.4

Publications

33

7.5

Other Permitted Disclosures

33

Article

8

REPRESENTATIONS, WARRANTIES AND COVENANTS

34

8.1

Mutual Representations and Warranties

34

8.2

Disclaimer of Representations and Warranties

34

8.3

Covenants of Licensee

35

Article

9

INDEMNIFICATION; INSURANCE AND LIMITATION OF LIABILITY

35

9.1

Indemnification by Licensee

35

9.2

Insurance

36

9.3

LIMITATION OF LIABILITY

37

Article

10

TERM AND TERMINATION

37

10.1

Term

37

10.2

Termination of the Agreement for Convenience

38

10.3

Termination For Cause

38

10.4

Effects of Termination

38

Page

10.5

Tolling

40

Article

11

ADDITIONAL PROVISIONS

40

11.1

Relationship of the Parties

40

11.2

Expenses

40

11.3

Third Party Beneficiary

40

11.4

Use of Names

40

11.5

No Discrimination

40

11.6

Successors and Assignment

41

11.7

Further Actions

41

11.8

Entire Agreement of the Parties; Amendments

41

11.9

Governing Law

41

11.10

Dispute Resolution

41

11.11

Injunctive Relief

41

11.12

Notices and Deliveries

41

11.13

Waiver

42

11.14

Severability

42

11.15

Interpretation

42

11.16

Counterparts

43

11.17

Force Majeure

43

1.1

“Acceptance Criteria” means the criteria set forth in the Research Plan to be used by the JSC to determine whether a Drug Candidate qualifies as a Development Candidate.

1.2

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

1.3

“Background Patent Rights” means the Patent Rights that are listed on Exhibit A, and any Patent Rights issuing therefrom.

1.4

“BLA” means (a) a Biologics License Application as defined in the FD&C Act and the regulations promulgated thereunder, (b) a Marketing Authorization Application (“MAA”) in the European Union, or (b) any equivalent or comparable application, registration or certification in any other country or region.

1.5

“Calendar Quarter” mean the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31 of each Calendar Year.

1.6

“Calendar Year” means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

1.7

“cGLP” means the current good laboratory practice regulations promulgated by the FDA, published at 21 C.F.R. § 58, and all applicable FDA rules, regulations, orders and guidances and equivalent or comparable non-United States regulations, rules, orders, guidances and standards in the Territory, as applicable, as such current laboratory practices, rules, regulations, orders, guidances and standards may be amended from time to time.

1.8

“cGMP” means those current good manufacturing practices promulgated by the FDA, published at 21 C.F.R § § 210 and 211, and all applicable FDA rules, regulations, orders and guidances, and the requirements with respect to current good manufacturing practices prescribed by the European Community under provisions of “The Rules Governing Medicinal Products in the European Community, Volume 4, Good Manufacturing Practices, Annex 13, Manufacture of Investigational Medicinal Products, July 2003”, as such practices, rules, orders, guidances, guidelines, regulations and standards may be amended from time to time.

1.9

“Clinical Trial” means a human clinical trial conducted on human subjects that is designed to (a) evaluate whether a pharmaceutical product is reasonably safe for continued testing, (b) investigate the safety and efficacy of the pharmaceutical product for its intended use, and to define warnings, precautions and adverse reactions that may be associated with the pharmaceutical product in the dosage range to be prescribed or (c) support Regulatory Approval of such pharmaceutical product or label expansion of such pharmaceutical product.

1.10

“Combination Products” means a Licensed Product that is delivered with one or more additional active ingredients and/or other items or services incident to the administration of any such Licensed Product (with or without one or more such other active ingredients), including companion diagnostics, in each such case when any of the foregoing are co-formulated, co-packaged or sold under one pricing scheme (whether payment of such price is paid to the same or to more than one seller).

1.11

“Commercially Reasonable Efforts” means the efforts and resources that a similarly situated biopharmaceutical company or research institution, as applicable, would use for its own internally discovered technology of similar commercial potential and similar stage of development, taking into consideration the likely timing of the technology’s entry into the market, any patent and other proprietary position, issues of safety and efficacy, manufacturing and supply considerations, regulatory approval process, product labeling, product profile and pricing/reimbursement. Without limiting the foregoing, Commercially Reasonable Efforts requires, with respect to such obligations, that the Party (a) promptly assign responsibility for such obligation to specific employee(s) who are accountable for progress and monitor such progress on an on-going basis, (b) set annual objectives for carrying out such obligations, and (c) allocate resources designed to advance progress with respect to such objectives. For clarity, Commercially Reasonable Efforts will not mean that a Party guarantees that it will actually accomplish the applicable task or objective.

1.12

“Compulsory License” means a compulsory license under Penn Patent Rights obtained by a Third Party through the order, decree, or grant of a competent Governmental Body or court,

1.13

“Controlled” means, with respect to intellectual property rights, that a Party or one of its Affiliates owns or has a license or sublicense to such intellectual property rights and has the ability to provide to, grant a license or sublicense to, or assign its right, title and interest in and to, such intellectual property rights as provided for in this Agreement without violating the terms of any agreement or other arrangement with any Third Party.

1.14

“Development Candidate” means (a) a Drug Candidate designated as a “Development Candidate” by the JSC following satisfaction of the Acceptance Criteria and (b) any Drug Candidate with respect to which the […***…] studies identified in the Research Plan are commenced with the intent to satisfy the requirements for filing an IND with respect to such Drug Candidate. For clarity, the JSC may designate back-up candidates as Development Candidates if such back-up candidates satisfy the Acceptance Criteria.

1.15

“Drug Candidate” means a Gene Therapy Product candidate discovered, conceived or developed by Penn or Licensee, or delivered to Licensee, in each case, under the Research Plan. For clarity, “Drug Candidate” includes only those Gene Therapy Product drug candidates that are worked on pursuant to the Research Plan.

1.16

“EMA” means the European Medicines Agency and any successor entity thereto.

1.17

“Existing REGENXBIO Agreements” means, collectively, the following agreements by and between REGENXBIO and Licensee: (a) License Agreement dated October 30, 2013, as previously amended, and (b) Option and License Agreement dated March 10, 2015, as each may be amended or restated.

1.18

“FDA” means the United States Food and Drug Administration and any successor entity thereto.

1.19

“FD&C Act” means the United States Federal Food, Drug and Cosmetic Act, as amended.

1.20

“Field” means collectively (a) treatment of ▇▇▇▇▇▇ Disease in human patients; (b) treatment of Phenylketonuria in human patients; and (c) treatment of Citrullinemia Type I in human patients, and for each of (a) through (c) relevant diagnostic or prognostic applications to support such therapeutic use (each of (a), (b) and (c), a “Subfield”).

1.21

“First Commercial Sale” means, on a country-by-country basis, the first commercial transfer or disposition for value of Licensed Product in such country to a Third Party by Licensee, or any of its Affiliates or Sublicensees, in each case, after all Governmental Approvals have been obtained for such country.

1.22

“GAAP” means United States generally accepted accounting principles applied on a consistent basis.

1.23

“Gene Therapy Product” means, with respect to a pharmaceutical product, that such pharmaceutical product inserts one or more functional genes into a patient’s cells using an adeno associated virus. For clarity, gene therapy products do not include genome editing, in which genetic engineering is used to insert, delete or replace DNA in the genome of an organism using engineered nucleases.

1.24

“Governmental Approval” means, with respect to a Licensed Product in a country or region, all approvals, licenses, registrations and authorizations of the relevant Governmental Body, if applicable, required for the commercialization of such Licensed Product in such country.

1.25

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

1.26

“IND” means an Investigational New Drug Application as defined in the FD&C Act and the regulations promulgated thereunder, or (b) the equivalent application to the equivalent regulatory authority in any other regulatory jurisdiction, including a Clinical Trial Authorization (“CTA”) to the European Medicines Agency, the filing of which is necessary to initiate or conduct clinical testing of a pharmaceutical product in humans in such jurisdiction.

1.27

“Improvements” means any modification, enhancement or other improvement arising from Licensee’s use of Penn Know-How or Penn Materials in connection with the exploitation of the license granted to Licensee under Section 3.1.2 outside of the Research Program (provided that (a) for clarity, any such Penn Know-How continues to be confidential and  proprietary  to  Penn  at  the  time  of  such  use  and  (b) “Improvements”  does  not  include  any  modifications, enhancements or other improvements arising from any manufacturing and manufacturing-related activities (including assay development) conducted by or on behalf of Licensee).

1.28

“Improvement Patent Rights” means all Patent Rights claiming an Improvement.

1.29

“Know-How” means proprietary and confidential intellectual property, data, results, pre-clinical and clinical protocols and study data, chemical structures, chemical sequences, information, inventions, formulas, trade secrets, techniques, methods, processes, procedures and developments, and regulatory documentation, whether or not patentable; except that “Know-How” does not include Patent Rights claiming any of the foregoing. “Know-How” also does not include Penn Materials or Licensee Materials.

1.30

“Law” or “Laws” means all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law of any Governmental Body.

1.31

“Licensee Materials” means any biological or chemical materials Controlled by Licensee and provided to Penn under this Agreement.

1.32

“Licensed  Product” means  any  Gene  Therapy  Product,  including  Combination  Products,  the  researching, developing,  making,  using,  importation,  sale,  offering  for  sale,  or   commercialization  of   which,  (a)  on  a country-by-country basis, in the absence of the licenses granted to Licensee hereunder would infringe or reads on at least one pending or granted claim of the Penn Patent Rights in such country, or (b) incorporates or is based on the use of Penn Know-How, or (c) incorporates or is based on the use of Penn Materials (including any capsid). For clarity, any

1.33

“Major Markets” means […***…].

1.34

“MHLW” means the Ministry of Health, Labor and Welfare of Japan.

1.35

“Net Sales” means the gross consideration invoiced or received by Licensee or any of its Affiliates or Sublicensees for Sales of Licensed Product (including any cash amounts plus the fair market value of any other forms of consideration), less the following deductions (to the extent included in and not already deducted from the gross amounts invoiced or otherwise charged) determined in accordance with GAAP to the extent reasonable and customary:

1.35.1

[…***…]

1.35.2

[…***…]

1.35.3

[…***…]

1.35.4

[…***…]

1.35.5

[…***…] and

1.35.6

[…***…].

1.36

“Patent Rights” means (a) patents and patent applications, together with any unlisted patents and patent applications claiming priority thereto, and any continuations, continuations-in-part (to the extent related directly to the subject matter of the parent application or containing new information developed pursuant to the Research Program), reissues, reexamination certificates, substitutions, divisionals, supplementary protection certificates, renewals, registrations, extensions including all confirmations, revalidations, patents of addition, PCTs, and pediatric exclusivity periods and all foreign counterparts thereof, and any patents issued or issuing with respect to any of the foregoing and (b) all official correspondence relating to the foregoing.

1.37

“Penn Know-How” means (a) all Know-How discovered or developed by the ▇▇▇▇▇▇ Laboratory and Controlled by Penn as of the Effective Date, (b) all Know-How used under the Research Program discovered or developed by the ▇▇▇▇▇▇ Laboratory and Controlled by Penn, and (c) all Research Program Know-How, and, for each of (a) through (c), that is reasonably necessary or desirable to research, develop, make, use, sell, offer for sale, commercialize or import any Licensed Product.

1.38

“Penn Intellectual Property” means the Penn Patent Rights, Penn Know-How and Penn Materials.

1.39

“Penn Materials” means any biological or chemical materials Controlled by Penn and provided to Licensee under this Agreement, in each case, that are reasonably necessary and available from Penn to exploit the licenses granted to Licensee hereunder, including cell lines, viral seed stocks, product-specific reference materials, platform or product specific assay controls and reagents that are not available as standard commercial items.

1.40

“Penn Patent Rights” means (a) Background Patent Rights (b) Research Program Patent Rights (including Joint Research Program Patent Rights) and (c) Penn’s interest in Improvement Patent Rights.

1.41

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

1.42

“Phase 1 Study” means a clinical study of a drug candidate in patients with the primary objective of characterizing its safety, tolerability, and pharmacokinetics and identifying a recommended dose and regimen for future studies as described in 21 C.F.R. § 312.21(a), or a comparable clinical study prescribed by the relevant regulatory authority in a country other than the United States. The drug candidate can be administered to patients as a single agent or in combination with other investigational or marketed agents.

1.43

“Phase 1/2 Study” means a clinical study of a drug candidate in diseased patients that satisfies the requirements of a Phase 1 Study and a Phase 2 Study.

1.44

“Phase 2 Study” means a clinical study of a drug candidate in patients with the primary objective of characterizing its activity in a specific disease state as well as generating more detailed safety, tolerability, and pharmacokinetics information as described in 21 C.F.R. § 312.21(b), or a comparable clinical study prescribed by the relevant regulatory authority in a country other than the United States including a human clinical trial that is also designed to satisfy the requirements of 21 C.F.R. § 312.21(a) or corresponding foreign regulations and is subsequently optimized or expanded to satisfy the requirements of 21 C.F.R. § 312.21(b) (or corresponding foreign regulations) or otherwise to enable a Phase 3 Clinical Study (e.g., a phase 1/2 trial). The relevant drug candidate may be administered to patients as a single agent or in combination with other investigational or marketed agents.

1.45

“Phase 3 Study” means a clinical study of a drug candidate in patients that incorporates accepted endpoints for confirmation of statistical significance of efficacy and safety with the aim to obtain regulatory approval in any country as described in 21 C.F.R. § 312.21(c), or a comparable clinical study prescribed by the relevant regulatory authority in a country other than the United States. The relevant drug candidate may be administered to patients as a single agent or in combination with other investigational or marketed agents.

1.46

“Product Specific Program Data” means Program Data that relates solely to a Development Candidate. For clarity, Product Specific Program Data includes data solely related to the performance or use of a Development Candidate.

1.47

“Program Data” means the data resulting from the performance of the Research Program by the ▇▇▇▇▇▇ Laboratory.

1.48

“REGENXBIO” means REGENXBIO, Inc. and any successor thereto.

1.49

“Regulatory Approval” means, with respect to a product in any regulatory jurisdiction, approval from the applicable Regulatory Authority sufficient for the manufacture, commercialization, use, marketing and sale of such pharmaceutical product in such jurisdiction in accordance with Laws. “Regulatory Approval” does not include authorization by a Regulatory Authority to conduct named patient, compassionate use or other similar activities.

1.50

“Regulatory Authority” means any Governmental Authority, including the FDA, EMA or MHLW, or any successor agency thereto, that has responsibility for granting any licenses or approvals or granting pricing or reimbursement approvals necessary for the marketing and sale of a pharmaceutical product in any country.

1.51

“Research Plan” means the research plan setting forth the Parties’ roles and responsibilities for the Research Program as set forth in Exhibit B hereto, respectively, and as may be amended from time to time with written approval of the JSC.

1.52

“Research Program” means the research and pre-clinical development program of Licensed Products in the Field funded  by  Licensee  and  to  be  conducted  by  the  Parties  hereunder,  but  will  not  include  any  manufacturing or manufacturing-related activities (including assay development) conducted by or on behalf of Licensee.

1.53

“Research Program Know-How” means all Know-How, including Research Results, discovered or developed in the ▇▇▇▇▇▇ Laboratory under the Research Program.

1.54

“Research Program Patent Rights” means all Patent Rights conceived in the ▇▇▇▇▇▇ Laboratory or by Dimension under the Research Program and any Patent Rights issuing therefrom.

1.55

“Research Results” means all any and all information, inventions, developments, animate and inanimate materials, including live animals, discoveries, software, know-how, methods, techniques, formulae, data, software, processes, methodologies, techniques, biological materials, software and works of authorship, whether patentable or copyrightable, that are first conceived, discovered, developed or reduced to practice, or generated in the performance of the Research Program by the ▇▇▇▇▇▇ Laboratory, including any unpatentable inventions discovered, developed or conceived in the conduct of the Research Program. Research Results expressly excludes Penn Patent Rights.

1.56

“Sale” means  any  transaction for  which  consideration is  received or  expected by  Licensee, its  Affiliates or Sublicensees for sale, use, lease, transfer or other disposition of a Licensed Product to or for the benefit of a Third Party. For clarity, sale, use, lease, transfer or other disposition of a Licensed Product by Licensee or any of its Affiliates or Sublicensees to another of these entities for resale by such entity to a Third Party shall not be deemed a Sale.

1.57

“Sublicensee” means a Person (including any Affiliate) to which a Sublicense is granted pursuant to the terms of Section 3.4. For clarity, subcontractors engaged pursuant to Section 2.2.6 are not Sublicensees.

1.58

“Sublicense Documents” means any and all agreements, amendments or written understandings entered into with a Sublicensee (including any of its Affiliates) pertaining to a Sublicense, Penn Patent Rights or Licensed Product.

1.59

“Sublicense Income” means income received by Licensee or its Affiliates in consideration for a Sublicense or other agreement providing the right to negotiate for or obtain a Sublicense. Sublicense Income includes income received from a Sublicensee in the form of license issue fees, milestone payments and the like but specifically excludes […***…].

1.60

“Tax” means all taxes, duties, fees, premiums, assessments, imposts, levies, rates, withholdings, dues, government contributions and other charges of any kind whatsoever, whether direct or indirect, together with all interest, penalties, fines, additions to tax or other additional amounts, imposed by any Governmental Body.

1.61

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

1.62

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

1.63

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

1.64

“Valid Claim” means (a) any claim of any of the Penn Patent Rights that has issued, is unexpired and has not been rejected, revoked or held unenforceable or invalid by a final, non-appealable decision of a court or other governmental authority of competent jurisdiction or unappealed within the time allowable for appeal or (b) a claim of a patent application included in the Penn Patent Rights that has been pending less than […***…] from the filing date of the first patent application in the priority lineage for such patent application and which claim has not been cancelled, withdrawn or abandoned or finally rejected by an administrative agency action from which no appeal can be taken; provided that, if any such claim issues after such […***…] period, it will thereafter be considered a Valid Claim.

1.65

“▇▇▇▇▇▇ Laboratory” means all individuals within the ▇▇▇▇▇▇ Laboratory at Penn that report directly to, or are under the direct supervision or control of, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, MD, PhD.

1.66

Other Terms. The definition of each of the following terms is set forth in the section of the Agreement indicated below:

Defined Term

Section

Agreement

Introductory Clause

Anti-Stacking Percentage

4.3.3(b)(ii)

Bankruptcy Action

10.3.4

Carve-Out Patent Rights

6.2.2

Commercial Milestone

4.2.2(a)

Commercial Milestone Payment

4.2.2(a)

Confidential Information

7.1

CTA

1.25

Development Milestone

4.2.1(a)

Development Milestone Payment

4.2.1(a)

Disclosing Party

7.1

Effective Date

Introductory Clause

Financial Report

4.6

Infringement Notice

6.4.1

Joint Research & Development Committee (“JRDC”)

2.6.2(a)

Defined Term

Section

Joint Research Program Patent Rights

6.1.1

Joint Steering Committee (“JSC”)

2.6.1(a)

Know-How License

3.2

License

3.1

Licensee

Introductory Clause

MAA

1.4

Maximum Anti-Stacking Reduction

4.3.3(b)(ii)

Observer Period

5.4.2

Ongoing Patent Costs

6.3.2

Party or Parties

Introductory Clause

Patent Costs

6.3.1

Patent Counsel

6.2.1

Penn

Introductory Clause

Penn Indemnitees

9.1.1

Penn Sublicense Income

4.4.1

Progress Report

5.6.1

Prosecution Request

6.2.2

Receiving Party

7.1

Representative

7.5

Royalty

4.3.1

Royalty Period

4.3.2

SDR Report

3.4.4

Subfield

1.20

Sublicense

3.4.1

Term

10.1

2.1

Overall Project. The Parties desire to collaborate with respect to the pre-clinical development of a Development Candidate, as set forth in more detail in this Article 2, in each Subfield within the Field, with the goal of identifying one or more Development Candidates for clinical development and commercialization in each Subfield. Penn will be responsible for preclinical development activities, including all IND-enabling non-clinical studies, manufacture of research grade  vectors to  support pre-clinical studies, and  all  other  activities assigned to  Penn  in  the  Research Plan. Licensee will be responsible for manufacture of vectors for IND-enabling studies, regulatory strategy and operations, clinical development, GMP manufacture in support of Licensee’s activities, and commercialization of all Licensed Product.

2.2

Research.

2.2.1

Penn will use Commercially Reasonable Efforts to conduct the Research Program in accordance with the Research Plan and the other terms and conditions of this Agreement. Absent Licensee’s prior written consent to the contrary, the ▇▇▇▇▇▇ Laboratory will solely perform the work under the Research Program on behalf of Penn. All personnel, contractors and others who participate in the conduct of the Research Program on behalf of Penn shall be bound by written agreements that contain

2.2.2

The JSC shall review the Research Plan at least […***…] per […***…]. Subject to the limits set forth in Section 2.6.1(b)(v), the JSC may amend the Research Plan at any time, including amendments to include further activities, including corresponding revisions to the budget.

2.2.3

Penn shall maintain records of the results of the Research Program in sufficient detail and in good scientific manner  appropriate  for  patent  and  regulatory  purposes  to  properly  reflect  all  work  done  and  results achieved. Penn will provide task-based, scientific reports of the progress and results of the Research Program on the schedule specified in the Research Plan or on another schedule to be agreed in writing by the Parties. Penn shall maintain records of the use of the funds provided by Licensee and shall make such records available to Licensee in accordance with the terms of this Agreement including Section 4.10.2. Within […***…] after the […***…] of the Research Program, Penn will provide Licensee with a written report setting forth the research conducted and results obtained which report shall include the items set forth on Schedule 2.2.3.  For a period of […***…] after delivery of such written report, and at […***…] sole cost and expense, Penn shall, through the ▇▇▇▇▇▇ Laboratory, provide reasonable technical assistance as Licensee may reasonably request to assist Licensee in connection with questions arising from such written report; provided, however, that such assistance shall not include performance of any additional activities that are not set forth in the Research Plan.

2.2.4

Through the JSC, during the performance of activities under the applicable Research Plan, the Parties will discuss potential Development Candidates and seek to identify and mutually agree upon a Development Candidate for each Subfield arising out of the applicable Research Program. […***…].

2.2.5

The  Parties  hereby  acknowledge  that  there  are  inherent  uncertainties  involved  in  the  research  and development of products and such uncertainties form part of the business risk involved in undertaking the Research Program. Accordingly, in the event that upon completion of the applicable Research Plan in accordance with the terms of this Agreement and on a Subfield-by-Subfield basis, the Parties do not develop or identify a suitable candidate to propose as a Development Candidate, then the Research Program with respect to the relevant Subfield shall terminate, and Penn shall have no further obligations to Licensee under the Research Plan with respect to such Subfield.

2.2.6

Each Party will have the right to engage Third Party subcontractors to perform certain of its obligations under this Agreement; provided that Penn’s right to engage Third Party

2.2.7

In addition to the Research Plan, Penn shall provide to Licensee through the JSC the proposed constructs for a Drug Candidate such that the Parties may consider known freedom-to-operate issues related thereto. For clarity, this Section 2.2.7 will not change the governance of the Research Program and does not require that Penn engage in a freedom-to-operate analysis with respect to any technology or intellectual property relating to a Drug Candidate or Penn’s performance of the Research Plan.

2.3

Funding of the Research Program.

2.3.1

The initial budget for the Research Program, broken down by […***…], is set forth in Exhibit C.  On the Effective  Date,  Licensee  shall  pay  to  Penn  an  upfront  one-time  non-refundable  research  payment  of $[…***…]. On or before […***…], the Parties, through the JSC, will agree on an updated budget for the remainder of the Research Program, also broken down by […***…]. Subject to the terms and conditions of this Agreement, Licensee shall pay Penn research and development funding including direct and in-direct costs to cover the cost of the performance of the Research Plan by Penn in accordance with the remainder of this Section 2.3.1 and the terms of Section 4.5 (including reasonable and documented direct external expenses incurred by Licensee in accordance with the Research Plan and as agreed to by the Parties through the JSC).

(a)

Within […***…] of the Effective Date, Licensee shall pay to Penn an amount of $[…***…] for performance of the research and development under the Research Program for […***…]. On […***…], Licensee shall pay to Penn an amount of $[…***…] for performance of the research and development under the Research Program for […***…]. On […***…], Licensee shall pay to Penn  an  amount  of  $[…***…] for  performance of  the  research  and  development under  the Research Program for […***…]; provided, however, that prior to the payment of such amount for […***…], Penn and Licensee shall review the payments made by Licensee during […***…] in connection with work performed under the Research Program and adjust the budgeted amount of such […***…] payment to take into account any paid but unused research and development funds paid by Licensee in […***…].

(b)

Penn shall track actual expenses. “Actual expenses” for purposes of this Section 2.3.1 are all expenses that are recorded in the Penn General Ledger System.

(c)

Licensee shall pay Penn for the performance of the Research Plan according to the following schedule:

(d)

In no event will Licensee be obligated to pay for work that was not included in a JSC-approved budget.

2.3.2

If at any time Penn determines that it will require additional funds for the Research Program, it will notify Licensee  through  the  JSC  and  provide  a  good  faith  estimate  and  itemized  budget  of  the  additional amount. Notwithstanding the  foregoing,  changes  to  the  scope  of  or  budget  for  the  Research  Plan  in […***…] will require approval of the JSC if the budget impact is greater than […***…] of the agreed upon budget for such […***…].

2.3.3

Title to any equipment, laboratory animals, or any other tangible materials made or acquired (in whole or in part) with funds provided under this Agreement will vest in Penn, and such equipment, animals, or tangible materials will remain the property of Penn following termination or expiration of this Agreement (but subject to any license grants to Licensee hereunder). For clarity, absent a subsequent agreement to the contrary, Licensee will only be responsible for the costs of such tangible materials to the extent the same will be utilized for performance of the Research Program.

2.4

Unavailability of  ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇. If ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, MD, PhD becomes unavailable to oversee and support the performance of the research under the Research Plan for any reason, Penn may propose another member of its faculty who is acceptable to Licensee, in its sole discretion, to oversee the performance of the Research Program. If a substitute faculty member acceptable to Licensee has not been agreed upon within […***…] after ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, MD, PhD is no longer available to oversee and support the performance of the Research Plan, Licensee may terminate this Agreement upon written notice thereof to Penn, subject to the provisions of Article 10.

2.5

Technology Transfer.  Subject to the terms and conditions of this Agreement, and to the extent Controlled by Penn at the date of transfer, Penn will, at […***…] sole cost and expense, provide Licensee with Penn Materials and Penn Know-How, including but not limited to nonclinical data (in vitro and in vivo), and vector development data and results that are required for the execution of the Research Program by Licensee. For clarity, (a) Penn shall have no obligation under this Agreement to include any Penn Materials or Penn Know-How relating to manufacturing processes or  methods  and  (b)  the  Parties  agree  that  the  Research  Program  will  not  include  any  manufacturing  and manufacturing-related activities (including assay development) conducted by or on behalf of Licensee. All Penn Materials and Licensee Materials shall be transferred and documented by the Parties pursuant to the terms set forth in this Agreement and the terms of material transfer set forth on Exhibit F, and the use of such Penn Materials and Penn Know-How shall be limited to the rights granted to Licensee herein and in Exhibit F and the use of such Licensee Materials shall be limited to Penn’s performance of the Research Program. Licensee shall ensure that Penn’s authorized representatives, may, during regular business hours, examine and inspect Licensee’s facilities, subject to any Third Party confidentiality restrictions and other obligations, and the facilities of any subcontractor or any investigator site used by Licensee in the performance of manufacturing and development of products in the Field for the sole purpose of confirming Licensee’s capability to manufacture vectors in support of the Research Plan. Licensee and Penn shall enter into a confidentiality agreement, in a form mutually agreeable between the Parties, in connection with such examination and inspection. In the event the Parties are unable to agree upon Penn’s authorized representative for such examination and inspection, then Licensee may request Penn to engage, at […***…] expense, an independent third party reasonably acceptable to each Party to perform such examination and inspection under a confidentiality agreement mutually agreed upon by the Parties and any report or other communication from such auditor to Penn shall be limited solely to an assessment of Licensee’s capability to manufacture vectors in support of the Research Plan and such auditor shall provide Licensee with a copy of all such reports at the same time such reports are provided to Penn.

2.6

Governance.

2.6.1

Joint Steering Committee.

(a)

Formation; Composition. Within […***…] of the Effective Date, the Parties will establish a joint steering committee (the “Joint Steering Committee” or “JSC”) comprised of […***…] representatives from each Party with sufficient seniority within the applicable Party to make decisions arising within the scope of the JSC’s responsibilities. The JSC may change its size from time to time by mutual consent of its members, provided that the JSC will consist at all times of […***…] representatives of each of Penn and Licensee. Each Party may replace its JSC representatives at any time upon written notice to the other Party.

(b)

Specific Responsibilities. The JSC will:

(c)

Reporting. Each Party shall keep the JSC informed on the progress of the activities under the Research Program then currently ongoing under the Research Plan, including delivering […***…] written updates of its progress under the Research Plan to the JSC at least […***…] in advance of each JSC meeting.

(d)

Meetings.  During the performance of the Research Plan by Penn, the JSC will meet at least […***…]. Following the completion of Penn’s performance of the Research Plan, the Parties may agree to meet to discuss items previously addressed by the JSC. The JSC may meet in person, by videoconference or by teleconference. Notwithstanding the foregoing, at least […***…] will be in person unless the parties mutually agree in writing to waive such requirement. In-person JSC meetings will be held at locations alternately selected by Penn and by Licensee; provided, however, that […***…] shall reimburse […***…] for its JSC representatives’ reasonable, documented out-of-pocket costs in connection with attending such in-person JSC meeting at a location other than […***…]. Meetings of the JSC will be effective only if all representatives of each Party are present or participating in such meeting. The JSC shall keep accurate minutes of its deliberations which shall record all proposed decisions and all actions recommended or taken. The secretary of the JSC (as appointed by the members of the JSC) shall be responsible for the preparation of draft minutes. Draft minutes shall be sent to all members of the JSC within […***…] after each

(e)

Decision-Making. The  representatives from  each  Party  on  the  JSC  will  have,  collectively, […***…], and all decision making will be by unanimous consent of both Parties. If the JSC is unable to reach agreement on any issue or matter for which it is responsible, such disputed matter will be escalated to […***…] or his designee, for discussion in good faith.   In the event that after escalation the Parties are unable to reach agreement with respect to the disputed matter, then (i) Licensee may terminate this Agreement or (ii) Licensee may provide Penn notice that Licensee shall assume the performance of Penn’s obligations under the Research Plan for such Subfield. If Licensee terminates this Agreement, Section 10.4 shall apply. If Licensee assumes performance of Penn’s obligations under the Research Plan with respect to a particular Subfield, Licensee shall pay Penn […***…] per the budget of the Research Plan for such Subfield as well […***…] for such Subfield that are reflected in the budget (i.e., […***…] until the earlier of (a) […***…] of […***…] and (b) […***…]; and subject to Penn’s written notification to Licensee and Licensee’s acknowledgement  of  […***…]. In  the  event  that  the  disputed  matter  is  whether  the  Drug Candidate meets the Acceptance Criteria, and Licensee assumes the performance of Penn’s obligations under the Research Plan with respect to such particular Subfield, then the Parties agree that  solely  with  respect  to  […***…],  […***…]  upon  the  earlier  of  (a)  […***…]  and  (b) […***…].

2.6.2

Joint Research & Development Committee.

(a)

Formation; Composition. Within […***…] of the Effective Date, the Parties will establish a joint research & development committee (the “Joint Research & Development Committee” or “JRDC”) comprised of […***…] representatives from each Party. The JRDC may change its size from time to time by mutual consent of its members, provided that the JRDC will consist at all times of […***…] representatives of each of Penn and Licensee. Each Party may replace its JRDC representatives at any time upon written notice to the other Party.

(b)

Specific Responsibilities. The JRDC will:

(c)

Meetings.  The JRDC will meet at least […***…], unless the Parties mutually agree in writing to a different frequency.  The JRDC may meet in person, by videoconference, or by teleconference.  In-person JRDC meetings will be held at locations alternately selected by Penn and by […***…]; provided, however, that […***…] shall reimburse […***…] for its JRDC representatives’ reasonable, documented out-of-pocket costs in connection with attending such in-person JRDC meeting at a location other than […***…].  Meetings of the JRDC will be effective only if all representatives of each Party are present or participating in such meeting.

(d)

Decision-Making.  The representatives from each Party on the JRDC will have, collectively, […***…], and all decision making will be by unanimous consent by the Parties.  Disputes at the JRDC will be referred to the JSC for resolution.

3.1

Grant of License. Subject to the terms and conditions of this Agreement, Penn hereby grants to Licensee and its Affiliates (the “License”):

3.1.1

an exclusive (even as to Penn but subject to Section 3.2), worldwide, royalty-bearing right and license (with the right to sublicense (through multiple tiers) as provided in, and subject to, the provisions of Section 3.4) under the Research Program Patent Rights and Penn’s interest in the Improvement Patent Rights, to research, develop, make, have made, use, sell, offer for sale, commercialize and import Licensed Products in the Field during the Term; and

3.1.2

a non-exclusive, worldwide, royalty-bearing right and license (with the right to sublicense (through multiple tiers) as provided in, and subject to, the provisions of Section 3.4) under Background Patent Rights, Penn Know-How and Research Program Know-How, which includes Program Data) and Penn Materials, in each case to the extent necessary or useful to research, develop, make, have made, use, sell, offer for sale, commercialize and import Licensed Products in the Field during the Term.

3.2

Retained Rights. Notwithstanding the License set forth in Section 3.1.1, Penn retains the right under the Research Program Patent Rights and the Improvement Patent Rights to: (a) conduct educational, research and non-commercial clinical  activities  itself  and  (b)  authorize  non-commercial  Third  Parties  to  conduct  educational,  research  and non-commercial clinical activities. For clarity, the foregoing retained rights of Penn are in all fields (including the Field).

3.3

U.S. Government Rights. The License is expressly subject to all applicable provisions of any license to the United States Government executed by Penn and is subject to any overriding obligations to the United States Federal Government under 35 U.S.C. §§200-212, applicable governmental implementing regulations, and the U.S. Government sponsored research agreement or other guidelines, including that products that result from intellectual property funded by the United States Federal Government that are sold in the United States be substantially manufactured in the United States. In  the  event  that  Licensee  believes  in  good  faith  that  substantial  manufacture  of  such  product  is  not commercially feasible in the United States and makes a request to Penn in writing to assist in obtaining a waiver of such requirement from the

3.4

Grant of Sublicense by Licensee.

3.4.1

Penn grants to Licensee the right to grant sublicenses (through multiple tiers), in whole or in part, under the License (each, a “Sublicense”) subject to the terms and conditions of this Agreement and specifically this Section 3.4. The term Sublicense shall include any grant of rights under the License by a Sublicensee to any downstream Third Party, such applicable downstream Third Party shall be considered a Sublicensee for purposes of this Agreement.

3.4.2

All Sublicenses will be (a) issued in writing, (b) to the extent applicable, include all of the rights of Penn and require the performance of obligations due to Penn (and, if applicable, the U.S. Government under 35 U.S.C. §§200-212) contained in this Agreement and (c) shall include no less than the following terms and conditions, and in each such instance shall be consistent with (but not more burdensome) than the provisions applicable to Licensee under this Agreement:

3.4.3

Within […***…] after of the execution of a Sublicense Document, Licensee shall provide a complete and accurate copy of such Sublicense Document to Penn (which copy may be redacted solely to remove confidential information of Licensee that is not applicable to determining compliance with this Agreement and confidential information of such Sublicensee), in the English Language, and such copies will be the Confidential Information of Licensee and may only be used to determine Licensee’s compliance with this Agreement. Penn’s receipt of a Sublicense Document, however, will constitute neither an approval nor disapproval of the Sublicense Document nor a waiver of any right of Penn or obligation of Licensee under this Agreement. In the event Penn cannot, in its reasonable discretion, interpret the Sublicense Document due to the redacted information, Penn may request, and Licensee shall be obligated to provide to Penn counsel a copy of the unredacted Sublicense Document (other than any research and development plans included as an exhibit to such Sublicense Document).

3.4.4

Licensee shall provide an annual Sublicense Development Report on or before […***…] during the Term (“SDR Report”), which shall contain the information set forth on Exhibit D attached hereto.

3.5

No Implied License.   Each Party acknowledges that the rights and licenses granted in this Agreement are limited to the scope expressly granted. Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or otherwise, by either Party to the other Party. All rights with respect to any know-how, patent or other intellectual property right rights that are not specifically granted herein are reserved to the owner thereof.

3.6

Exclusivity […***…].   Except as otherwise prohibited by Section 3.7.1, on a Subfield-by-Subfield basis, […***…] during the period starting on the Effective Date and ending […***…] as it relates to such Subfield from which the […***…] arose.

3.7

Exclusivity to […***…] and of ▇▇▇▇▇▇ Laboratory.

3.7.1

On a Subfield-by-Subfield basis, […***…] in the applicable Subfield for a period of […***…] from the date […***…] as it relates to the relevant Subfield.

3.7.2

For a period of […***…] from the date of final receipt by Penn of […***…], the ▇▇▇▇▇▇ Laboratory shall not […***…], provided that for purposes of this Section 3.7, the ▇▇▇▇▇▇ Laboratory does not include […***…] that are part of the ▇▇▇▇▇▇ Laboratory. If Licensee […***…] prior to the expiration of such […***…] period, then the foregoing restriction on the ▇▇▇▇▇▇ Laboratory shall extend for […***…].

4.1

Issue Fee.   On the Effective Date, Licensee will pay to Penn a one-time, non-refundable payment of […***…]. Such payment will be made by wire transfer of immediately available funds into the account specified in Section 4.5.

4.2

Milestone Payments.

4.2.1

Development Milestones.

(a)

As additional consideration for the License, Licensee will pay Penn the following milestone payments (each, a “Development Milestone Payment”) upon the achievement of […***…] (each,  a  “Development  Milestone”),  whether  achieved  by  Licensee  or  an  Affiliate  or Sublicensee. Licensee shall promptly notify Penn in writing of the achievement of any such Development Milestone and Licensee shall pay Penn in full the corresponding Development Milestone  Payment  within  […***…]  of  such  achievement. For  clarity,  each  Development Milestone Payment is non-refundable, is not an advance against royalties due to Penn or any other amounts due to Penn.

Development Milestone

One-Time Milestone Payment                 (in U.S. dollars)

[…***…]

$[…***…]

[…***…]

$[…***…]

[…***…]

$[…***…]

[…***…]

$[…***…]

[…***…]

$[…***…]

Total

$5,000,000

(b)

Each time a Development Milestone is achieved, then any other Development Milestone Payments with respect to earlier Development Milestones that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is actually achieved; provided, however, that if there is a dispute over whether the “[…***…]” Development Milestone has been achieved, such Development Milestone shall be paid by Licensee no later than […***…].

(c)

For clarity, Development Milestone Payments are due and payable on Licensed Product and on products that, upon FDA approval, would become Licensed Product, and for further clarity, the maximum Development Milestone Payments payable by Licensee under this Agreement is $[…***…].

(d)

Each Development Milestone in the Table above will be payable […***…], provided that, if a […***…] at any point […***…], then […***…] provided that […***…] would remain […***…].

4.2.2

Commercial Milestone Payments.

(a)

As additional consideration for the License, Licensee will pay Penn the following commercial milestone payments (each, a “Commercial Milestone Payment”) upon the achievement of the corresponding milestone (each, a “Commercial Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee, or a combination of Licensee, Affiliate or Sublicensee, when aggregate worldwide Net Sales of a Licensed Product in […***…] first reaches the respective

Commercial Milestone Event

[…***…]

[…***…]
Milestone Payment

(U.S. dollars)

Worldwide annual Net Sales of royalty bearing Licensed

Product first exceeding $[…***…]

$[…***…]

Worldwide annual Net Sales of royalty bearing Licensed

Product first exceeding $[…***…]

$[…***…]

Worldwide annual Net Sales of royalty bearing Licensed

Product first exceeding $[…***…]

$[…***…]

(b)

For clarity, the foregoing Commercial Milestone Payments shall be due […***…].

4.3

Royalties.

4.3.1

Royalty.  As further consideration for the License, on a Licensed Product-by-Licensed Product and country-by-country basis during the Royalty Period Licensee shall pay to Penn a non-refundable, non-creditable royalty on all Net Sales of such Licensed Product in such country (“Royalty”) as set forth below:

Annual Worldwide Net Sales

Royalty Rate

Less than $[…***…]

[…***…]%

Greater than or equal to $[…***…]and less than or equal to

$[…***…]

[…***…]%

Greater than $[…***…]

[…***…]%

4.3.2

Royalty Period. Licensee’s obligations to pay Penn the Royalty will continue on a country-by country and Licensed Product-by-Licensed Product basis from the date of the First Commercial Sale of such Licensed Product in a country until the later of (a) expiration of the last Valid Claim within the Penn Patent Rights in the country in which such Licensed Product is made, used or sold and (b) the expiration of the data exclusivity term (i) for such Licensed Product granted upon receipt of the applicable Regulatory Approval in such country or (ii) resulting from orphan drug status, in each case of (i) and (ii), conferred by the applicable Regulatory Authority in such country with respect to such Licensed Product (such period, the “Royalty Period”). In the event that all Valid Claims within the Penn Patent Rights in the relevant country have expired such that the applicable Royalty Period is as defined in Section (b) of the definition of Royalty Period, the  royalty  rate  payable  under  this  Section  4.3  to  Penn  for  Net  Sales  in  such  country  will automatically be reduced by […***…].

4.3.3

Royalty Reductions.

(a)

Notwithstanding anything in this Section 4.3, in the event that Penn or Licensee receives a request for a Compulsory License anywhere in the world, it shall promptly notify the other Party. If any Third Party obtains a Compulsory License in any country, then Penn or Licensee (whoever has first notice) shall promptly notify the other Party. Thereafter, as of the date the Third Party obtained such Compulsory License in such country, the royalty rate payable under this Section 4.3 to Penn for Net Sales in such country will be adjusted to equal any lower royalty rate granted to such Third Party for such country with respect to the Sales of such Licensed Product therein.

(b)

Third Party Licenses.

4.3.4

Calculations. Licensee must pay Royalties owed to Penn on a Calendar Quarter basis on or before the following dates:

(a)

[…***…] for any Sales that took place on or before […***…]; (b)[…***…] for any Sales that took place on or before […***…];

(c)

[…***…] for any Sales that took place on or before […***…]; and

(d)

[…***…] for any Sales that took place on or before […***…].

4.4

Penn Sublicense Income.

4.4.1

Licensee will pay to Penn the following percentage of Sublicense Income (“Penn Sublicense Income”)

Stage   at   which   Sublicense  is   Granted   by Licensee for a specified Subfield

% of Sublicense Income Payable to Penn

[…***…]

[…***…]%

[…***…]

[…***…]%

[…***…]

[…***…]%

4.4.2

Licensee will make such payment to Penn on or before the following dates:

(a)

[…***…] for any Sublicense Income received by Licensee on or before […***…];

(b)

[…***…] for any Sublicense Income received by Licensee on or before […***…];

(c)

[…***…] for any Sublicense Income received by Licensee on or before […***…]; and

(d)

[…***…] for any Sublicense Income received by Licensee on or before […***…].

4.5

Mode of Payment and Currency.  All payments to Penn hereunder shall be made by deposit of USD in the requisite amount to the “The Trustees of the University of Pennsylvania” and will be made by delivery to any one of the following:

By ACH/Wire:

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

By ACH/Wire:

By Check (direct mail):

By Check (lockbox):

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…] […***…]

[…***…][…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

4.6

Royalty and Penn Sublicense Income Reports.  Within […***…] days after the end of each […***…], Licensee shall deliver to Penn a report (“Financial Report”) setting out all details necessary to calculate the Royalty and Penn Sublicense Income due under this Article 4 for such […***…], including:

4.6.1

Number of each Licensed Product Sold by Licensee, its Affiliates and Sublicensees in each country, the corresponding name of each such Licensed Product;

4.6.2

Gross sales, Net Sales of each Licensed Product made by Licensee, its Affiliates and Sublicensees;

4.6.3

Royalties;

4.6.4

Sublicense Income and the calculation of Penn Sublicense Income;

4.6.5

The method and currency exchange rates (if any) used to calculate the Royalties and Penn Sublicense Income;

4.6.6

A specification of all deductions and their dollar value that were taken to calculate Net Sales;

4.6.7

A list of all countries in which Licensed Product is being manufactured (on a product by product basis); and

4.6.8

Date of First Commercial Sale in the United States (this need only be reported in the first royalty report following such First Commercial Sale in the United States).

4.7

Late Payments.  In addition to any other remedies available to Penn, including the right to terminate this Agreement, any failure by Licensee to make an undisputed (in good faith) payment within […***…] after the date when due shall obligate Licensee to pay computed interest, the interest period commencing on the due date and ending on the actual payment date, to Penn at a rate per annum equal to […***…], or the highest rate allowed by Law, whichever is lower.

4.8

Accounting.  Each Party shall calculate all amounts, and perform other accounting procedures required, under this Agreement and applicable to it in accordance with GAAP.

4.9

Books and Records.

4.9.1

Licensee will keep accurate books and records of all Licensed Products developed, manufactured, used or sold and all Sublicenses, collaboration agreements and joint venture agreements entered into by Licensee that involve Penn Patent Rights. Licensee

4.9.2

Penn will keep accurate books and records of all work performed under the Research Program. Penn will preserve these books and records for at least […***…] from the date to which they pertain. Upon reasonable notice and at mutually agreeable times, key personnel, books and records will be made reasonably available and will be open to interview or examination (as applicable) by representatives or agents of Licensee during regular office hours solely to determine their accuracy and assess Penn’s compliance with the terms of this Agreement, provided that Penn shall not have an obligation to provide access more than […***…] in any given […***…] and not more frequently than […***…] with respect to records covering any specific period of time or with respect to interviewing personnel regarding any specific period of time. […***…] will be responsible for any and all out-of-pocket costs incurred by […***…] associated with such interviews or examinations.

4.10

Audits.

4.10.1

In addition to the right of Penn to examine the books and records and interview key personnel as provided in Section 4.9 above, Penn, […***…] cost, through an independent auditor reasonably acceptable to Licensee (and who has executed an appropriate confidentiality agreement reasonably acceptable to Licensee that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Penn), may inspect and audit only the relevant records of Licensee pertaining to the calculation of any Milestones, Royalties and Penn Sublicense Income due to Penn under this Agreement. Licensee shall provide such auditors with reasonable access to the records during reasonable business hours and at mutually agreed upon times. Such access need not be given to any such set of records more often than […***…], not more frequently than […***…] with respect to records covering any specific period of time and not more than […***…] after the date of any report to be audited. Penn shall provide Licensee with written notice of its election to inspect and audit the records related to the Milestones, Royalties and Penn Sublicense Income due hereunder not less than […***…] prior to the proposed date of review of Licensee’s records by Penn’s auditors. Should the auditor find any underpayment of Milestones, Royalties or Penn Sublicense Income by Licensee, Licensee shall (a) promptly pay Penn the amount of such underpayment; (b) shall reimburse Penn for the cost of the audit, if such underpayment equals or exceeds […***…] of the total Milestones, Royalties and Penn Sublicense Income paid during the time period audited; and (c) provide such auditors with an audit right exercisable within […***…] after Penn receives the audit report. If the auditor finds overpayment by Licensee, then Licensee shall have the right to deduct the overpayment from any future Milestones, Royalties or Penn Sublicense Income due to Penn by Licensee or, if no such future Milestones, Royalties or Penn Sublicense Income are payable, then Penn shall refund the overpayment to Licensee

4.10.2

In addition to the right of Licensee to examine the books and records and interview key personnel as provided in Section 4.9 above, Licensee, […***…] cost, through an independent auditor reasonably acceptable to Penn (and who has executed an appropriate confidentiality agreement reasonably acceptable to Penn that requires the auditor to keep any information learned by it confidential except as needed to report its audit conclusions to Licensee), may inspect and audit only the relevant records of Penn pertaining to the expenses incurred by and  reduction of  Royalties due  to  Penn  under  this  Agreement. Penn  shall  provide  such  auditors with reasonable access to the records during reasonable business hours at mutually agreed upon times. Such access need not be given to any such set of records more often than […***…], not more frequently than […***…] with respect to records covering any specific period of time and not more than […***…] after the date of any report to be audited. Licensee shall provide Penn with written notice of its election to inspect and audit such records not less than […***…] prior to the proposed date of review of Penn’s records by Licensee’s auditors. Should the auditor find any over reporting of expenses or underreporting of reduction of Royalties then, Penn will issue to Licensee a credit against future payments due or a refund, in each case, in the amount of such overpayment, as selected by Licensee; provided, however, if the Research Term has expired, then such overpaid amounts shall be reimbursed to Licensee. If the auditor finds underpayment by Licensee to Penn, then Licensee shall pay the difference between the underpayment and the actual payment made for the relevant time period to Penn within […***…] after Licensee receives the audit report. Penn may designate competitively sensitive information which such auditor may see and review but which it may not disclose to Licensee; provided, however, that such designation shall not restrict the auditor’s investigation or conclusions.

4.11

Withholdings.

4.11.1

Licensee may withhold from payments due to Penn amounts for payment of any withholding tax that is required by Law to be paid to any taxing authority with respect to such payments. Licensee will provide Penn all relevant documents and correspondence, and will also provide to Penn any other cooperation or assistance on a reasonable basis as may be necessary to enable Penn to claim exemption from such withholding taxes and to receive a refund of such withholding tax or claim a foreign tax credit. Licensee will give proper evidence from time to time as to the payment of any such tax. The Parties will cooperate with each other in seeking deductions under any double taxation or other similar treaty or agreement from time to time in force. Such cooperation may include Licensee making payments from a single source in the U.S., where possible.

4.11.2

Apart from any such permitted withholding and those deductions expressly included in the definition of Net Sales, the amounts payable hereunder will not be reduced on account of any taxes, charges, duties or other levies.

5.1

Clinical  Development. Licensee  will  have  sole  responsibility  for  and  sole  decision  making  over  the  clinical development of the Licensed Products arising from the Research Program or otherwise developed by or on behalf of Licensee or any of its Sublicensees, in each case, in the Field.

5.2

Commercialization. Licensee will have sole responsibility for and sole decision making over all commercialization activities of the Licensed Products arising from the Research Program or otherwise developed by or on behalf of Licensee or any of its Sublicensees, in each case, in the Field, and will be solely responsible for the associated costs of such commercialization activities.

5.3

Manufacturing.  Except as otherwise provided in this Agreement or in the Research Plan, Licensee will have sole responsibility for and sole decision making authority over all manufacturing activities and associated costs for the production of vectors to support IND-enabling studies, clinical development (including GMP manufacturing for clinical trials) and commercialization of the Licensed Products arising from the Research Program or otherwise developed by or on behalf of Licensee or any of its Sublicensees, in each case,    in the Field. Penn will have sole responsibility and sole decision making authority over manufacturing activities for research-grade vectors to support preclinical studies.

5.4

Regulatory.

5.4.1

Licensee will have sole responsibility for and sole decision making over all regulatory activities for the Licensed Products arising from the Research Program or otherwise developed by or on behalf of Licensee or any of its Sublicensees, in each case, in the Field. Licensee will have the sole right to conduct all communications with Regulatory Authorities, including all meetings, conferences and discussions (including advisory committee meetings), with regard to Licensed Products arising from the Research Program or otherwise  developed  by  or  on  behalf  of  Licensee  or  any  of  its  Sublicensees,  in  each  case,  in  the Field. Licensee will lead and have sole control over preparing and submitting all regulatory filings related to the Licensed Products arising from the Research Program or otherwise developed by or on behalf of Licensee or any of its Sublicensees, in each case, in the Field, including all applications for Regulatory Approval, provided,  however,  that  Licensee  shall  provide  Penn  with  copies  of  all  such  applications  prior  to submission. Licensee will own solely any and all applications for Regulatory Approvals (including INDs), Regulatory Approvals, and other regulatory filings related to the Licensed Product arising from the Research Program or otherwise developed by or on behalf of Licensee or any of its Sublicensees, in each case, in the Field which will be held in the name of Licensee or its designees.

5.4.2

Penn shall have the right to participate as an observer in all material meetings, conferences, and discussions by Licensee with Regulatory Authorities pertaining to Development of the corresponding Licensed Products and Regulatory Approvals, provided that such right shall expire with respect to each Licensed Product upon the submission of an IND for such Product (the period of time during which Penn may participate in such meetings, conferences and discussions, the “Observer Period”). During the Observer Period, Licensee shall provide Penn with reasonable advance notice of all such meetings and other contact and shall provide advance copies of all related

5.4.3

Penn will, through the ▇▇▇▇▇▇ Laboratory, cooperate with any reasonable request from Licensee with respect to obtaining any Regulatory Approval for a Licensed Product arising from the Research Program in the Field including, at […***…] cost: (a) making its faculty, employees, consultants and other staff of the ▇▇▇▇▇▇ Laboratory  available  to  assist  Licensee  upon  reasonable notice,  (b)  responding to  questions  raised  by Licensee, and (c) making available to Licensee, in the form requested by Licensee, information related to the Licensed Products that is necessary to prepare, file, obtain and maintain any Regulatory Approval for such Licensed Product arising from the Research Program in the Field.

5.5

General Diligence. Licensee will use Commercially Reasonable Efforts to clinically develop, obtain Regulatory Approval and commercialize at least one Licensed Product in each of the three (3) Subfields within the Field in the Major Markets.

5.6

Progress Reports.

5.6.1

After performance of the Research Plan by Penn but prior to the First Commercial Sale of a Licensed Product in the respective Subfield, Licensee on […***…], but in no event later than […***…], shall submit to Penn a progress report (each, a “Progress Report”) covering Licensee’s (and any Affiliates’ and Sublicensees’) activities related to  the  development of  all  Licensed Products in  each Subfield and the obtaining of Governmental Approvals necessary for commercialization of Licensed Products.

5.6.2

Each Progress Report must include all of the following […***…]:

(a)

Summary of work completed;

(b)

Summary of work in progress;

(c)

Current schedule of anticipated events or milestones;

(d)

An updated SDR report listing of any and all Sublicenses granted by Licensee; and

(e)

The names and addresses of all Sublicensees, and a current and valid phone number and e-mail address  for  a  principal  point  of  contact  at  each  such  Sublicensee  who  is  responsible  for administering the Sublicensee.

6.1

Ownership.

6.1.1

Penn will retain all right, title and interest in and to the Penn Intellectual Property and any patents, copyrights, software and tangible research materials and other intellectual property related thereto, subject to the rights and licenses of Licensee set forth herein. Licensee will retain all right, title and interest in and to all Know-How, patent rights and other intellectual property rights conceived, developed or created by employees or consultants of Licensee under this Agreement or otherwise; provided, however, that notwithstanding the foregoing, Licensee shall assign and hereby assigns, transfers and conveys all right, title and interest in any Research Program Patent Right containing any claim or claims that were invented (solely or jointly) by employees or consultants of Licensee under this Agreement to Penn, including all intellectual property rights thereto (“Joint Research Program Patent Rights”).

6.1.2

Improvements. Notwithstanding Section 6.1.1, any Improvements conceived, developed or created solely by employees or consultants of Licensee shall be jointly owned by the Parties, and Licensee shall assign and hereby assigns, transfers and conveys a one-half, undivided, right, title and interest in such Improvements to Penn, including all intellectual property rights thereto. Subject to the rights and licenses of Licensee set forth herein, each Party is entitled to practice, use and otherwise exploit all Improvements and Improvement Patent Rights for all purposes on a worldwide basis without consent of and without a duty of accounting to the other Party, and each Party will grant and hereby does grant such consents and will execute documents as necessary to accomplish the foregoing.

6.1.3

Cooperation. Upon  the  reasonable  request  of  Penn,  Licensee  shall  execute  and  deliver  any  and  all instruments and documents and take such other acts as may be necessary or desirable to document the assignment and transfer described in Sections 6.1.1 and 6.1.2 or to enable Penn to secure its rights in the Joint Research Program Patent Rights, Improvements and Improvement Patent Rights, and other intellectual property rights in Joint Research Program Patent Rights, Improvements in any and all jurisdictions. Without limiting the foregoing, each Party shall disclose to the other Party all pertinent information and data with respect thereto and shall execute all applications, specifications, oaths and all other instruments which Penn reasonably deems necessary in order to apply for and obtain such rights and in order to assign and convey to Penn (a) sole right, title and interest in and to such Joint Research Program Patent Rights and (b) joint right, title and interest in and to such Improvement and all intellectual property rights thereto.

6.1.4

Non-Exclusive License. Subject to the terms and conditions of this Agreement, including Section 3.1.1, Penn hereby grants Licensee a non-exclusive, perpetual, fully paid-up, royalty-free, irrevocable, fully sublicenseable (through multiple tiers) license under the Joint Research Program Patent Rights to practice, use and otherwise exploit such Joint Research Program Patent Right throughout the world in all fields (including the Field) without consent of and without a duty of accounting to Penn. Penn will execute documents as necessary to accomplish the foregoing. Notwithstanding the foregoing, the

6.2

Patent Filing Prosecution and Maintenance.

6.2.1

Penn Patent Rights will be held in the name of Penn; provided that […***…]. Penn Patent Rights shall be obtained with counsel selected by Penn and reasonably acceptable to Licensee (“Patent Counsel”). Upon […***…] written request, […***…] shall file, prosecute and maintain in accordance with the terms of this Agreement one or more patent applications claiming solely one or more Licensed Products. […***…] shall control all actions and decisions with respect to the filing, prosecution and maintenance of Penn Patent Rights and will […***…] will instruct Patent Counsel to copy […***…] on all correspondence related to Penn Patent Rights (including copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application) and to interact with Licensee with respect to the preparation, filing, prosecution and maintenance of Penn Patent Rights. […***…] has the right to take action to preserve rights and minimize cost whether or not […***…] has commented, and will use reasonable efforts to not allow any Penn Patent Right for which Licensee is licensed and is underwriting the costs to lapse or become abandoned without Licensee’s written authorization under this Agreement, except for filing of continuations, divisionals, or the like that substitute for the lapsed application, provided that, and without limiting Section 6.2.3, […***…] shall have no requirement to file, prosecute, or maintain Penn Patent Rights if Licensee is not current with the Patent Cost obligations as set forth in this Agreement and Licensee does not cure any lapse with respect Patent Cost obligations within […***…] of receiving written notice thereof. For the purposes of this Agreement, “maintenance” of the Penn  Patent  Rights  includes  interference  proceedings,  re-examinations,  inter  parties  patent  review proceedings before the USPTO or a similar patent administration outside the US (including opposition proceedings at the EPO). For further clarity, validity challenges raised in infringement litigation will be handled per Section 6.4. In the event that […***…] is being enforced against an infringer in a suit […***…] and such […***…] is also subject to an interference proceeding, re-examination, inter parties patent review proceeding before the USPTO or a similar patent administration outside the US (including an opposition proceeding at the EPO) at the same time as the suit, then […***…]; provided however, that such action […***…].

6.2.2

[…***…] has the right to request a country filing via a written request to […***…] prior to the deadline set by the patent office in the territory in which filing is to take place (“Prosecution Request”). […***…] will use Commercially Reasonable Efforts to keep […***…] reasonably informed of the foreign patent application filing deadlines for jurisdictions identified by […***…]. The absence of a given Prosecution Request by such deadline will be considered an election not to secure the Patent Rights associated with the specific  phase  of  patent  prosecution  in  such  territory,  and  such  patent  application(s) and  patent(s)  (“Carve-Out Patent Rights”) will not be part of Penn Patent Rights and therefore not subject to this Agreement, including the License, and […***…] will have no further rights or license to them.

6.2.3

Licensee may terminate its obligations with respect to any given Penn Patent Right in any or all designated countries upon […***…] written notice to Penn, at which time Licensee will have no obligation to pay patent costs in connection therewith. Penn will use its best

6.2.4

In the event that Penn elects not to file, prosecute or maintain (or continue to do so) any Research Program Patent Rights or Improvement Patent Rights, Penn will notify Licensee at least […***…] before any such Patent Right would become abandoned or forfeited, and Licensee shall have the right (but not the obligation), at Licensee’s sole discretion, and sole responsibility for all applicable costs, to file, prosecute and maintain such Patent Right in the name of Penn (which right will include the right to file additional Patent Rights claiming priority to such Patent Right); provided, however, that Licensee shall have no step-in right with respect to such Research Program Patent Rights (other than Product Specific Patent Rights) in the event that Penn notifies Licensee that it did not wish to pursue such Research Program Patent Right (other than Product Specific Patent Rights) for strategic reasons.

6.2.5

Patent Term Extensions. Penn will have the exclusive right to decide whether to elect and file for patent term restoration or extension, supplemental protection certificate or any of their equivalents with respect to Background Patent Rights and Research Program Patents in the Territory, the Parties will mutually decide whether to elect and file for patent term restoration or extension, supplemental protection certificate or any of their equivalents with respect to Improvement Patent Rights in the Territory, and Licensee will have the exclusive right to decide whether to elect and file for patent term restoration or extension, supplemental protection certificate or any of their equivalents with respect to Product Specific Patent Rights in the Territory and shall direct Penn regarding such filings with respect to  Product Specific Patent Rights. Penn will cooperate and follow all instructions received from Licensee with respect to electing and filing for such restoration or extension, supplemental protection certificate or the equivalent of any of the foregoing for Product Specific Patent Rights. For clarity, only Licensee through directing Penn (as provided herein) will have the right to seek or obtain any patent term restoration or extension, supplemental protection certificate or any of their equivalents based on a Licensed Product for such Product Specific Patent Rights.

6.3

Patent Costs.

6.3.1

Licensee will reimburse Penn for all documented out-of pocket costs incurred on or after the Effective Date by Penn for the filing, prosecution and maintenance of Penn Patent Rights, including attorney fees, expenses, official and filing fees (“Patent Costs”) within […***…] of receipt of a reasonably detailed invoice for such costs; provided, however, that Licensee’s obligation with respect to Patent Costs relating to Background Patent Rights shall commence only after such Background Patent Right is included in an amendment to this Agreement and shall be an obligation on Licensee from the amendment effective date onward and solely with respect to Patent Costs incurred on or after such date. In the event that Penn licenses any Penn Patent Right in a field separate from the Field to a Third Party, Penn will use Commercially Reasonable Efforts to obtain

6.3.2

At any time, at Penn’s request, Licensee shall pay in advance the Patent Counsel’s estimated costs for undertaking material patent actions before Penn authorizes the  Patent Counsel to  proceed (“Advance Payment”).

6.4

Infringement.

6.4.1

If either Party believes that an infringement by a Third Party with respect to any Penn Patent Right is occurring or may potentially occur, the knowledgeable Party will provide the other Party with (a) written notice of such infringement or potential infringement and (b) evidence of such infringement or potential infringement (the “Infringement Notice”).

6.4.2

As between the Parties, […***…] will have the first right, under its sole control and at […***…] expense, to institute suit against an infringer asserting patent infringement of any […***…]. If required by law, […***…] will permit any action under this Section 6.4.2 to be brought in its name, including being joined as a party-plaintiff, provided that […***…] will reimburse […***…] for its documented out-of-pocket costs incurred in  connection with such action. […***…] will have the  right to  settle any  such action with […***…] consent (such consent not to be unreasonably withheld or delayed). For clarity, […***…]. In the event that […***…] provides an Infringement Notice to Licensee regarding an infringement of […***…] in the Field and […***…] does not within […***…] of receipt of such notice ▇▇▇▇▇ the infringement or file suit to enforce such Product Specific Patent Right or Improvement Patent Right, then […***…] shall have the right to take any action reasonably appropriate to enforce such Product Specific Patent Right or Improvement Patent Right.

6.4.3

As between the Parties, […***…] will have the first right, under its sole control and at […***…] expense, to institute suit against an infringer asserting patent infringement of any […***…] other than […***…] (which are addressed by Section 6.4.2), in the Field. In the event that […***…] provides an Infringement Notice to […***…] regarding an infringement of such […***…] in the Field and […***…] does not within […***…] of receipt of such notice ▇▇▇▇▇ the infringement or file suit to enforce such […***…], then […***…] shall have the right to take any action reasonably appropriate to enforce such […***…]; provided, however, that […***…] shall have no enforcement step-in right with respect to such […***…] in the event that […***…] notifies […***…] that it did not wish to pursue such […***…] for strategic reasons.

6.4.4

As between the Parties, […***…] will have the sole and exclusive right, under its sole control and at […***…] expense, to institute suit against an infringer asserting patent infringement of any […***…] outside the Field. […***…] will have the right to settle any such action without […***…] consent other than  pursuant  to  a  settlement,  consent  judgment,  or  other  voluntary  final  disposition  which  imposes obligations on […***…] beyond those set forth herein, or which invalidates or restricts […***…] which will require  the  prior  written  consent  of  […***…]  (such  consent  not  to  be  unreasonably  withheld  or delayed). Except as otherwise expressly set forth above, any enforcement of […***…] and […***…] will be subject to further agreement of the Parties.

6.4.5

Any recovery or settlement received in connection with any suit will first be […***…] to cover […***…] and next shall be paid to […***…] to cover […***…]. Any remaining recoveries shall be allocated as follows:

(a)

for any suit that is initiated by […***…] with respect to infringement of any Research Program Patent Right in the Field, Penn shall receive […***…] of the recovery (other than […***…]) and the Licensee shall receive […***…];

(b)

for any suit that is initiated by […***…] with respect to infringement of any Background Patent Right or Research Program Patent Right, Penn shall receive […***…] of the recovery; and

(c)

for any portion of the recovery or settlement […***…], (a) for a suit that is initiated by […***…] and […***…] voluntarily joins such suit, then […***…], and (b) for any suit that is initiated by […***…] and […***…] is not a party to the litigation, Penn shall receive […***…] and Licensee shall receive […***…].

6.4.6

Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but the Party who initiated the suit shall reimburse the cooperating party for documented out-of-pocket expenses with respect to such cooperation. For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement. If Penn is subjected to third party discovery related to the Research Program Patent Rights or Licensed Products, Licensee will pay Penn’s reasonable, documented out-of-pocket expenses with respect to same.

6.5

Patent Marking. Licensee shall place in a conspicuous location on any Licensed Product (or its packaging where appropriate and practicable) made or sold under this Agreement a patent notice in accordance with the Laws concerning the marking of patented articles where such Licensed Product is made or sold, as applicable.

7.1

Confidential Information. Each Party shall use reasonable efforts to limit the disclosure of Confidential Information hereunder to the information that is required to be disclosed pursuant to the terms of this Agreement and that is reasonably necessary for either Party to fulfill its obligations and exercise its rights under this Agreement. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the Term and for […***…] thereafter, the receiving Party (the “Receiving Party”) and its Affiliates will keep confidential and will not publish or otherwise disclose or use for any purpose, other than as necessary to satisfy obligations or exercise rights under this Agreement, any confidential or proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party or its Affiliates and the pricing thereof (collectively, “Confidential Information”), which is disclosed by or on behalf of such Party (the “Disclosing Party”) to the Receiving Party or its Affiliates or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement.

7.2

Exceptions to Confidentiality.  “Confidential Information” does not include information that (a) was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates;   (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others.   In the event a Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosure.

7.3

Penn Intellectual Property. In order to preserve the patentability of Penn intellectual property and to preserve Penn’s publication rights, Licensee shall maintain Penn Patent Rights, Research Results and information provided pursuant to the Research Program (whether oral or written) as confidential and shall not disclose such information to any Third Party until the publication of such information by Penn or until Penn provides Licensee with written verification that all desirable patentable inventions have been protected, whichever occurs sooner.

7.4

Publications. Penn shall have the first right to publish, present or otherwise disclose Research Results or other information and material resulting from the Research Program for any purpose. Penn shall furnish the Licensee with a copy of any proposed publication or presentation at least […***…] in advance of the date of such presentation or the submission of said proposed publication in order for Licensee to review and comment on said proposed publication or presentation to (a) determine whether such contains any Licensee Confidential Information and (b) enable Licensee to identify any Penn intellectual property that it wishes Penn to file patent applications on or to seek other intellectual property protection for. If within the […***…] review period (i) Licensee notifies Penn that the Licensee requires deletion from the publication or presentation of Licensee Confidential Information, the Parties will cooperate to modify the disclosure to ensure Licensee Confidential Information is not disclosed or (ii) if Licensee requests that publication or presentation be delayed to allow for patent filings or other intellectual property protection on certain items in the proposed publication or presentation, Penn shall delay the publication or presentation for up to […***…], subject to reasonable extension as mutually agreed upon by the Parties, to allow for the filing of patent applications or other intellectual property protection.

7.5

Other  Permitted  Disclosures.    Notwithstanding  anything  herein  to  the  contrary,  either  Party  may  disclose Confidential Information of the other Party to (a) its Affiliates, and to its and their directors, employees, consultants, agents, licensees, sublicensees, collaborators, subcontractors, potential or actual investors, acquirers or merger partners (each a “Representative”) in each case who have a need to know such Confidential Information, are bound by commercially reasonable

8.1

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

8.1.1

such Party is duly organized and validly existing under the Laws of the jurisdiction of its incorporation or organization;

8.1.2

such Party has taken all action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement;

8.1.3

this Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement, except as enforcement may be limited by applicable  bankruptcy,  fraudulent  conveyance,  insolvency,  reorganization,  moratorium  and  other  laws relating to or affecting creditors’ rights generally and by general equitable principles; and

8.1.4

such Party has all right, power and authority to enter into this Agreement, to perform its obligations under this Agreement.

8.2

Disclaimer of Representations and Warranties.

8.2.1

Other than the representations and warranties provided in Section 8.1 above, NEITHER PENN NOR LICENSEE MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND PENN AND LICENSEE EACH EXPLICITLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, INCLUDING WITH RESPECT TO ANY ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLE FOR THE INTELLECTUAL PROPERTY, PATENT RIGHTS, LICENSE AND ANY LICENSED PRODUCT.

8.2.2

Furthermore, nothing in this Agreement will be construed as:

(a)

A representation or warranty by Penn as to the validity or scope of any Penn Patent Right;

(b)

A representation or warranty that anything made, used, sold or otherwise disposed of under the License is or will be free from infringement of patents, copyrights, trademarks or any other forms of intellectual property rights or tangible property rights of Third Parties;

(c)

Obligating Penn to bring or prosecute actions or suits against Third Parties for patent, copyright or trademark infringement; and

(d)

Conferring by implication, estoppel or otherwise any license or rights under any Patent Rights of Penn other than Penn Patent Rights as defined herein, regardless of whether such Patent Rights are dominant or subordinate to Penn Patent Rights.

8.3

Covenants of Licensee.

8.3.1

Licensee and its Affiliates will not, directly or indirectly (including where such is done by a Third Party on behalf of Licensee or its Affiliates, at the urging of Licensee or its Affiliates or with the assistance of the Licensee or its Affiliates) challenge the validity, scope, or enforceability of or otherwise oppose any Penn Patent Right, provided that if any Penn Patent Right is asserted against Licensee or its Affiliate for activities authorized under this Agreement, then such Licensee or its Affiliates is entitled to all and any defenses available to it including challenging the validity or enforceability of such Patent Right. Licensee will comply with all Laws that apply to its activities or obligations under this Agreement. For example, Licensee will comply with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the applicable agency of the United States government and/or written assurances by Licensee that Licensee will not export data or commodities to certain foreign countries without prior approval of the agency.

8.3.2

Licensee will not grant a security interest in the License or this Agreement.

9.1

Indemnification by Licensee.

9.1.1

Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage to the extent arising out of Third Party claims or suits related to:

(a)

the gross negligence, recklessness or  wrongful intentional acts or  omissions of  Licensee, its Affiliates or Sublicensees and its or their respective directors, officers, employees and agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement;

(b)

any breach of this Agreement by Licensee; or

(c)

the  development,  manufacturing  or  commercialization  (including  commercial  manufacturing, packaging and labeling of Products, and all product liability

(d)

any enforcement action or suit brought by Licensee against a Third Party for infringement of Research Program Patent Rights;

9.1.2

As a condition to a Penn Indemnitee’s right to receive indemnification under this Section 9.1, Penn shall: (a) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; (b) reasonably cooperate, and cause the individual Penn Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (c) permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (i) admits fault or negligence on the part of Penn or any other Penn Indemnitee; (ii) commits Penn or any other Penn Indemnitee to take, or forbear to take, any action, without the prior written consent of Penn, or (iii) grant any rights under the Penn Patent Rights except for Sublicenses permitted under Article 3. Penn shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses.

9.1.3

Notwithstanding Section 9.1.2 above, in the event that Penn believes in good faith that a bonafide conflict exists between Licensee and Penn or any other Penn Indemnitee with respect to a claim or suit subject to indemnification hereunder, then Penn or any other Penn Indemnitee shall have the right to defend against any such claim or suit itself, including by selecting its own counsel, with any […***…] being paid for by […***…]. […***…].

9.2

Insurance.

9.2.1

Licensee, […***…], must insure its activities in connection with the exercise of its rights under this Agreement and obtain, and keep in force and maintain Commercial Form General Liability Insurance (contractual liability included) with limits as follows:

(a)

Each occurrence$[…***…]; (b)General aggregate$[…***…] Prior to the commencement of clinical trials, if applicable, involving Licensed Product:

(c)

Clinical trials liability insurance$[…***…] Prior to the First Commercial Sale of a Licensed Product:

(d)

Products liability insurance$[…***…]

9.2.2

If the above insurance is written on a claims-made form, it shall continue for […***…] following termination or  expiration of  this Agreement. The insurance shall have a  retroactive date of  placement prior to  or coinciding with the Effective Date of this Agreement.

9.2.3

Licensee expressly understands, however, that the coverages and limits in Section 9.2.1 do not in any way limit Licensee’s liability or indemnification obligations. Licensee’s insurance will:

(a)

Be issued by an insurance carrier with an A.M. Best rating of “A” or better;

(b)

Provide for […***…] advance written notice to Penn of any modification;

(c)

State that Penn is endorsed as an additional insured with respect to the coverages in Section 9.2.1; and

(d)

Include a provision that the coverages will be primary and will not participate with nor will be excess over any valid and collective insurance or program of self insurance carried or maintained by Penn.

9.2.4

Licensee  must  furnish  to  Penn  with  (a)  valid  certificate  of  insurance  evidencing  compliance  with  all requirements of this Agreement and (b) additional insured endorsements for Licensee’s applicable policies naming “The Trustees of the University of Pennsylvania” as an additional insured. Licensee must furnish both documents within […***…] of the Effective Date, up to […***…] thereafter upon Penn’s request and at any time there is a material modification in such insurance.

9.3

LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE ARISING OUT OF OR RELATING TOTHIS    AGREEMENT,   THE    TRANSACTIONS   CONTEMPLATED   HEREIN   OR    ANY    BREACH HEREOF. NOTWITHSTANDING THE FOREGOING, NOTHING IN  THIS AGREEMENT SHALL LIMIT LICENSEE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 ABOVE.

10.1

Term.  The term of this Agreement (the “Term”) shall commence on the Effective Date and, unless terminated sooner as provided below, shall continue in full force and effect throughout the term of the Research Program and thereafter on a country-by-country and Licensed Product-by-Licensed Product basis until the expiration of the Royalty Period in such country for such

10.2

Termination of the Agreement for Convenience.  At any time during the Term, Licensee may, at its convenience, terminate this Agreement, or any Subfields within the Field, upon providing at least […***…] prior written notice to Penn of such intention to terminate.

10.3

Termination For Cause.

10.3.1

If Licensee fails to fulfill its obligations under Section 5.5 (i.e. use Commercially Reasonable Efforts to develop and commercialize a Licensed Product in each Subfield), Penn may provide written notice to Licensee of such failure. If Licensee fails to address such failure to the reasonable satisfaction of Penn within […***…] of receiving such written notice, Penn may terminate this Agreement with respect to the relevant Subfield(s) upon written notice to Licensee.

10.3.2

If either Party materially breaches any of its material obligations under this Agreement, the non-breaching Party may give to the breaching Party a written notice specifying the nature of the default, requiring the breaching Party to cure such breach, and stating the non-breaching Party’s intention to terminate this Agreement. If such breach is not cured within […***…] of such notice, such termination shall become effective with respect to the relevant Subfield(s) upon a notice of termination by the terminating Party thereafter.

10.3.3

In addition to all other remedies available to it, Penn may terminate this Agreement with respect to the relevant Subfield(s), upon written notice, subject to the cure provisions set forth in Section 10.3.2, upon a breach of Section 8.3, Covenants of Licensee.

10.3.4

Either Party may terminate this Agreement, upon written notice, with immediate effect if, at any time, the other Party is unable to pay its debts, including any debts related to exclusive sublicensees, when they come due, or files in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of such Party or of its assets, or if such Party proposes a written agreement of composition or extension of its debts, or if such Party is served with an involuntary petition against it, filed in any insolvency proceeding, and such petition is not dismissed within […***…] after the filing thereof, or if such Party proposes or is a party to any dissolution or liquidation, or if such Party makes an assignment for the benefit of its creditors of all or substantially all its assets (in each case, “Bankruptcy Action”).

10.4

Effects of Termination.

10.4.2

Notwithstanding the expiration of this Agreement, the following provisions shall survive: Sections 2.2.3, 2.3.3, 3.2, 3.3, 3.6, 3.7.1, 3.7.2, 6.1, 6.2 (solely with respect to Improvement Patent Rights), 6.3 (solely with respect to Improvement Patent Rights), 8.2, 10.1 and 10.4 and Articles 1, 4, 7, 9 and 11. All other provisions set forth in this Agreement shall terminate upon expiration of this Agreement.

10.4.3

Termination or expiration of this Agreement shall not relieve the Parties of any obligation or liability that, at the time of termination or expiration, has already accrued hereunder, or which is attributable to a period prior to the effective date of such termination or expiration. Termination or expiration of this Agreement shall not preclude either Party from pursuing all rights and remedies it may have hereunder or at Law or in equity with respect to any breach of this Agreement nor prejudice either Party’s right to obtain performance of any obligation.

10.4.4

If this Agreement is terminated by Penn pursuant to Section 10.3, at the option of each relevant Sublicensee, all outstanding Sublicenses (including all Sublicense Documents for each Sublicense) pertaining solely to the terminated Subfield(s) that are not in default will be assigned by Licensee to Penn (the scope of such assignment shall be limited to the provisions of the Sublicense Documents pertaining to a Sublicense, Penn Patent Rights or Licensed Product), and such assignment will be accepted by Penn; provided, however, that such sublicense agreement shall comply with the terms of Section 3.4. Each assigned Sublicense will remain in full force and effect with Penn as the licensor or sublicensor instead of Licensee, but the duties and obligations of Penn under the assigned Sublicenses will not be greater than the duties of Penn under this Agreement, and the rights of Penn under the assigned Sublicenses will not be less than the rights of Penn under this Agreement, including all financial consideration and other rights of Penn. Penn may, at its sole discretion,  amend  such  outstanding  Sublicenses  to  contain  the  terms  and  conditions  found  in  this Agreement.

10.4.5

Within […***…] of termination of this Agreement with respect to any Subfield (other than termination by Licensee pursuant to Section 10.3.2 or 10.3.4), Licensee shall pay Penn all costs not previously paid and attributable solely to the terminated Subfield(s) through the effective termination date per the budget of the Research Plan for services performed by, or on behalf of, Penn, as well as all commitments related to the performance of the Research Plan for such Subfield(s) that are reflected in the budget (i.e., […***…] until the earlier of (a) […***…] of termination of this Agreement and (b) […***…]; and subject to Penn’s written notification to Licensee and Licensee’s acknowledgement of […***…], as applicable.

10.4.6

Upon termination, but not expiration, of this Agreement, the licenses granted herein shall immediately terminate and Licensee, its Affiliates and Sublicensees (subject to Section 10.4.4), will promptly cease selling the Licensed Product(s) subject to such termination. Each Party will return (or destroy, as directed by the other Party) all data, files, records and other materials containing or comprising the other Party’s Confidential Information with respect to this Agreement, except to the extent such Confidential Information is necessary or useful to conduct activities in connection with surviving portions of this Agreement. Notwithstanding the foregoing, the Parties will be permitted to retain one

10.5

Tolling. The Parties agree that all applicable statutes of limitation and time-based defenses (such as estoppel and laches), will be tolled once the dispute resolution procedures set forth in Section 11.10 have been initiated and for so long as they are pending, and the Parties will cooperate in taking all actions reasonably necessary to achieve such a result.

11.1

Relationship of the Parties.  Nothing in this Agreement is intended or shall be deemed, for financial, tax, legal or other purposes, to constitute a partnership, agency, joint venture or employer-employee relationship between the Parties. The Parties are independent contractors and at no time will either Party make commitments or incur any charges or expenses for or on behalf of the other Party.

11.2

Expenses. Except as otherwise provided in this Agreement, each Party shall pay its own expenses and costs incidental to the preparation of this Agreement and to the consummation of the transactions contemplated hereby

11.3

Third Party Beneficiary.  The Parties agree that each Sublicensee is a third party beneficiary of this Agreement with respect to Section 10.4.4.

11.4

Use of Names.

11.4.1

Licensee, its Affiliates and Sublicensees may not use the name, logo, seal, trademark, or service ▇▇▇▇ (including any adaptation of them) of Penn or any Penn school, organization, employee, student or representative, without the prior written consent of Penn. Notwithstanding the foregoing, Licensee may use the name of Penn in a non-misleading and factual manner solely in (a) executive summaries, business plans, offering memoranda and other similar documents used by Licensee for the purpose of raising financing for the operations of Licensee, or entering into commercial contracts with Third Parties, but in such case only to the extent necessary to inform a reader that the Penn Patent Rights have been licensed by Licensee from Penn, and to inform a reader of the identity and published credentials of inventors of intellectual property, and (b) any securities reports required to be filed with the Securities and Exchange Commission.

11.4.2

Penn will not use Licensee’s name without Licensee’s prior written consent except that Penn may (a) acknowledge Licensee’s funding of the Research Program, (b) use Licensee’s name in connection with any scientific contributions in scientific publications and in listings of sponsored research projects, (c) use Licensee’s name as required by Law, and (d) use Licensee’s name in connection with institutional compliance policies; provided that, Penn shall not use Licensee’s name for publicity purposes without Licensee’s prior written consent.

11.5

No Discrimination.  Neither Penn nor Licensee will discriminate against any employee or applicant for employment because of race, color, sex, sexual or affectional preference, age, religion, national or ethnic origin, handicap, or veteran status.

11.6

Successors and Assignment.

11.6.1

The terms and provisions hereof shall inure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assigns.

11.6.2

Licensee may not assign or transfer this Agreement or any of Licensee’s rights or obligations created hereunder, by operation of law or otherwise, without the prior written consent of Penn, provided that Penn shall not unreasonably withhold, condition or delay its consent; provided, however, that Licensee may assign this Agreement to any Affiliate of Licensee or to any entity with which Licensee merges or consolidates, or to which it sells or transfers all of its stock or all or substantially all of its assets to which this Agreement relates without Penn’s consent (“Permitted Assignment”). For any Permitted Assignment, Licensee will provide Penn with notice of such assignment containing at minimum the contact information of the assignee within […***…] after closing of such Permitted Assignment, and such Permitted Assignment shall be in accordance with this Section 11.6. Upon Licensee’s request and expense, the Parties may negotiate in good faith to separate this Agreement into multiple agreements, one (1) agreement for each Subfield.

11.6.3

Any assignment not in accordance with this Section 11.6 shall be void.

11.7

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

11.8

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

11.9

Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, excluding application of any conflict of laws principles that would require application of the law of a jurisdiction outside of the Commonwealth of Pennsylvania.

11.10

Dispute Resolution. If a dispute arises between the Parties concerning this Agreement, then the Parties will confer, as soon as practicable, in an attempt to resolve the dispute. If the Parties are unable to resolve such dispute amicably, then the Parties will submit to the exclusive jurisdiction of, and venue in, the state and Federal courts located in the Eastern District of Pennsylvania.

11.11

Injunctive Relief. Notwithstanding anything herein to the contrary, in the event of an actual or threatened breach of this Agreement, the aggrieved Party may seek provisional equitable relief (including restraining orders, specific performance or other injunctive relief).

11.12

Notices and Deliveries. Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and directed to a Party at its address shown below or such other address as such Party shall have last given by notice to the other Party. A notice

For Penn

with a copy to:

Penn Center for Innovation
University of Pennsylvania

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Executive Director

University of Pennsylvania

Office of General Counsel

▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: General Counsel

For Licensee:

with a copy to (which will not constitute notice):

Dimension Therapeutics, Inc.

On or prior to June 24, 2016:

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Chief Executive Officer

▇▇▇▇▇▇▇ Procter LLP

▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Ph.D.

Effective after June 24, 2016:

▇▇▇▇▇▇▇ Procter LLP

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Ph.D.

11.13

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

11.14

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

11.15

Interpretation. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Schedules and Exhibits shall be deemed references to Articles and Sections of, Schedules and Exhibits to, this Agreement unless the context shall otherwise require. “Herein,” “hereby,” “hereunder,” “hereof” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used. The term “or” means “and/or” hereunder. All definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Unless the context otherwise requires, countries shall include territories.

11.16

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

11.17

Force Majeure. Neither Party will be liable for any failure to perform as required by this Agreement to the extent such failure to perform is due to circumstances reasonably beyond such Party’s control, including, without limitation, labor disturbances or labor disputes of any kind, accidents, failure of any governmental approval required for full performance, civil disorders or commotions, terrorism, acts of aggression, acts of God, energy or other conservation measures imposed by law or regulation, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrences.

THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA

DIMENSION THERAPEUTICS, INC.

By:

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

By:  /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇                                   

Name:

▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, PhD

Name:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title:

Associate Vice ▇▇▇▇▇▇▇ for Research and Executive Director, Penn Center for Innovation

Title:    CEO

[…***…]

Citrullinemia

[…***…]

▇▇▇▇▇▇'▇ Disease

[…***…]

Phenylketonuria

[…***…]

[…***…]

[…***…]

Total

[…***…]

Licensee:

Agreement #

Inventor(s):

Patent #(s):

Period Covered:

Prepared By

From

Date

To

Approved By

Date

Report Type:

□  Single Product Line Report

□  Multiple product Summary Report Page ____ of ____ pages

□  Product Line Detail:

Line:

Trade Name

Page

Report Currency:

□  US Dollars

□  Other (specify)

Period Royalty Amount

Country

Gross Sales

Allowances

Net Sales

Royalty Rate

[…***…]

[…***…]

[…***…]

[…***…]

0

0

0

0

0

0

0

0

0

0

0

Total

0

0

0

0

0

0

0

Conversion rate if other than US Dollars

Royalties in US Dollars 

8.

For clarity, the terms of this Exhibit F shall not be interpreted to limit any rights granted, or to grant any rights other than those granted, elsewhere in the body Agreement.  The terms set forth in the body of the Agreement shall prevail in the event of a conflict between this Exhibit F and any term set forth in the body of the Agreement.

1.

The Research Plan set forth in Exhibit B of the Agreement is hereby amended to incorporate the additional tasks and activities listed under Exhibit A to this Amendment 1.

2.

There is no added budget for the addition of the additional tasks and activities listed under Exhibit A to this Amendment 1.

3.

This Amendment 1 and the Agreement, including all Exhibits, Appendices and Schedules hereto or thereto, contain the entire understanding among the Parties respecting the subject matter hereof and thereof and supersede any and all prior agreements, understandings and arrangements whether written or oral among the Parties with respect to the matters contained in the Agreement and this Amendment 1. No amendments, changes, modifications or alterations of the terms and conditions of this Amendment 1 shall be binding upon any Party, unless in writing and signed by an authorized Representative of each Party.

4.

Except as expressly modified by this Amendment 1, the terms and conditions of the Agreement shall remain in full force and effect.

5.

This Amendment 1 may be executed in counterparts, each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. A facsimile or a portable document format (PDF) copy of this Amendment 1, including the signature pages, will be deemed an original. Executed signature pages may be transmitted by e-mail transmission.

Agreed on behalf of:

Agreed on behalf of:

Dimension Therapeutics, Inc.

The Trustees of the University of

Pennsylvania

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: /s/ ▇▇▇ ▇▇▇▇▇▇▇

         (Signature)

         (Signature)

Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:  ▇▇▇ ▇▇▇▇▇▇▇

Title: CEO

Title: Sr. Assoc. Director, Corp. Contracts

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

         (Signature)

Name:Dr. ▇▇▇▇▇ ▇▇▇▇▇▇

1.

The Research Plan set forth in Exhibit B of the Agreement is hereby amended to incorporate the additional tasks and activities listed for 2016 and 2017 under Schedule A to this Second Amendment.

2.

The Research Program Budget in Exhibit C of the Agreement is hereby deleted in its entirety and replaced with the Research Program Budget and payment schedule set forth in Schedule B to this Second Amendment.

3.

Section 2.3.1(a) of the Agreement is hereby deleted it in its entirety and replaced with the following language:

4.

The first sentence of Section 2.3.1(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

5.

This Second Amendment and the Agreement, including all Exhibits, Appendices and Schedules thereto, contain the entire understanding among  the  Parties  respecting  the  subject  matter  hereof  and  thereof  and  supersede  any  and  all  prior agreements, understandings and arrangements whether written or oral among the Parties with respect to the matters contained in the Agreement and this Second Amendment. No amendments, changes, modifications or alterations of the terms and conditions of this Second Amendment shall be binding upon any Party, unless in writing and signed by an authorized Representative of each Party.

6.

Except as expressly modified by this Amendment, the other terms and conditions of the Agreement shall remain in full force and effect.

7.

This Second Amendment may be executed in counterparts, each of which will be deemed an original, and all of which together will be deemed to be on and the same instrument. A facsimile or a portable document format (PDF) copy of this Second  Amendment,  including the  signature  pages,  will  be  deemed  an  original. Executed  signature  pages  may  be transmitted by e-mail transmission.

Agreed on behalf of:

Agreed on behalf of:

Dimension Therapeutics Inc.

The Trustees of the University of

Pennsylvania

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

         (Signature)

         (Signature)

Name:▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:  ▇▇▇▇ ▇▇▇▇▇▇▇▇

Title:  President & CEO

Title:Associate Vice ▇▇▇▇▇▇▇ for Research, Executive Director, PCI

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

         (Signature)

Name:Dr. ▇▇▇▇▇ ▇▇▇▇▇▇

Citrullinemia

[…***…]

▇▇▇▇▇▇’▇ Disease

[…***…]

Phenylketonuria

[…***…]

[…***…]

[…***…]

Original Total

[…***…]

BUDGET

Sponsor: DIMENSION THERAPEUTICS

Project Title: Dimension B 2016 (Amend 2)

Citrullinemia

▇▇▇▇▇▇’▇ Disease

Phenylketonuria

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

Additional 2016 Total

[…***…]

BUDGET

Sponsor: DIMENSION THERAPEUTICS

Summary Dimension B - 2017

2017

Citrullinemia

▇▇▇▇▇▇’▇ Disease

Phenylketonuria

[…***…]

[…***…]

[…***…]

[…***…]

[…***…]

TOTAL

[…***…]

Payment Due Date

Amount of Payment to Penn

[…***…]

$[…***…]    (payment received by Penn)

[…***…]

$[…***…]    (payment received by Penn)

[…***…]

$[…***…]    (payment received by Penn)

Payment Due Date

Amount of Payment to Penn

[…***…]

$[…***…]

Payment Due Date

Amount of Payment to Penn

[…***…]

$[…***…]

[…***…]

$[…***…]

[…***…]

$[…***…]

[…***…]

$[…***…]

[…***…] after Final Report

$[…***…]