rgnx-ex1042_134.htm

Certain identified information has been excluded from this exhibit because such information both (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. Excluded information is indicated with brackets and asterisks.

Royalty Purchase Agreement
Between
REGENXBIO Inc., as Seller
the entities set forth on Schedule 1.1 HERETO, as Purchaser, and

HCR COLLATERAL MANAGEMENT LLC, as Purchaser Representative
Dated as of December 22, 2020


Article I	Definitions; Interpretation	1
Section 1.1	Definitions	1
Section 1.2	Certain Interpretations	7
Article II	Purchase and Sale of Purchased Receivables	8
Section 2.1	Purchase and Sale of Purchased Receivables	8
Section 2.2	No Purchase or Sale of Excluded Assets	9
Section 2.3	No Obligations Transferred	9
Section 2.4	True Sale	9
Section 2.5	Seller’s Call Option	10
Article III	Closing; Deliverables	10
Section 3.1	Closing	10
Section 3.2	Payment of Purchase Price	10
Section 3.3	Closing Certificates	11
Section 3.4	Bill of Sale and Assignment	11
Section 3.5	Tax Forms	11
Section 3.6	Escrow Agreement	11
Section 3.7	Licensee Instruction Letter	11
Article IV	Seller’s Representations and Warranties	12
Section 4.1	Existence	12
Section 4.2	Authorization	12
Section 4.3	Enforceability	12
Section 4.4	Absence of Conflicts	12
Section 4.5	Consents	12
Section 4.6	Litigation	13
Section 4.7	Compliance with Laws	13
Section 4.8	Brokers’ Fees	13
Section 4.9	License Agreement	13
Section 4.10	GSK Agreement	15
Section 4.11	Title to Purchased Receivables	17
Section 4.12	Intellectual Property	17
Section 4.13	Penn Agreement	19
Section 4.14	UCC Representations	20
Section 4.15	Taxes	20
Article V	Purchaser’s Representations and Warranties	21
Section 5.1	Existence	21
Section 5.2	Authorization	21
Section 5.3	Enforceability	21
Section 5.4	Absence of Conflicts	21
Section 5.5	Consents	21
Section 5.6	Litigation	22


Section 5.7	Compliance with Laws	22
Section 5.8	Brokers’ Fees	22
Section 5.9	Financing	22
Section 5.10	Tax Status	22
Article VI	Covenants	22
Section 6.1	Performance of License Agreement, GSK Agreement and Penn Agreement	22
Section 6.2	Misdirected Payments; Offsets by the Licensee	22
Section 6.3	Royalty Reports; Notices; Correspondence	23
Section 6.4	Examinations of Licensee Records and Books of Account	24
Section 6.5	Amendment of License Agreement; Amendment of GSK Agreement; Amendment of Penn Agreement	25
Section 6.6	Enforcement of License Agreement	26
Section 6.7	Termination of License Agreement; Negotiation of Licenses	27
Section 6.8	Approval of Assignments of License Agreement	28
Section 6.9	Confidentiality	29
Section 6.10	Public Announcements; Use of Names	31
Section 6.11	Taxes	32
Section 6.12	Further Actions	33
Section 6.13	Prosecution and Maintenance of Listed Patents	33
Section 6.14	Enforcement of Listed Patents	33
Section 6.15	Defense of Third Party Infringement Claims	35
Section 6.16	Acknowledgment and Agreement by Purchaser; Limitation of Seller’s Duties and Obligations	36
Section 6.17	Seller’s Commercially Reasonable Efforts and Judgment	36
Section 6.18	Commercialization	37
Section 6.19	Licensee Instruction Letter	37
Section 6.20	Purchaser Consent Rights	37
Section 6.21	Penn Agreement	37
Article VII	Indemnification	37
Section 7.1	Obligation of Parties to Indemnify	37
Section 7.2	Procedures Relating to Indemnification for Third Party Claims	38
Section 7.3	Procedures Relating to Indemnification for Other Claims	39
Section 7.4	Limitations on Indemnification	40
Section 7.5	Survival of Representations and Warranties	40
Section 7.6	No Implied Representations and Warranties	41
Section 7.7	Exclusive Remedy	41
Section 7.8	Limitations on Damages	41
Article VIII	Miscellaneous	42
Section 8.1	Headings	42
Section 8.2	Notices	42
Section 8.3	No Personal Liability	43
Section 8.4	Expenses	43
Section 8.5	Assignment	43


Affiliate	1
Agreement	1
Applicable Multiple	1
Applicable Survival Date	40
Applicable Withholding Certificate	2
Assumed Liabilities and Obligations	9
Base Escrow Agreement	2
Bill of Sale and Assignment	2
Business Day	2
Call Closing Date	10
Call Notice	10
Call Option	10
Call Price	2
Cap Amount	40
Closing	10
Closing Date	10
Competitor	3
Confidential Information	29
Confidentiality Agreement	31
Consent	3
Contract	3
Control	3
Escrow Agent	3
Escrow Agreement	3
Escrow Client Addendum	3
Excluded Assets	3
Excluded Liabilities and Obligations	9
Financing Statements	9
First Amendment	1
Governmental Entity	4
GSK	4
GSK Agreement	4
Indemnified Party	37
Indemnifying Party	38
Judgment	4
Knowledge	4
Knowledge of Seller	4
Law	4
License Agreement	1
Licensee	1
Licensee Instruction Letter	11
Listed Patents	17

Losses	4
Lost Profits	4
Modification	25
Non-Warranting Parties	43
Penn	4
Penn Agreement	4
Person	5
Proceeds	5
Purchase Price	8
Purchased Receivables	5
Purchased Royalty Period	5
Purchaser	1
Purchaser Indemnified Party	37
Purchaser Material Adverse Effect	5
Purchaser Representative	46
Q3 2020 Royalty Adjustment	10
Receivables	5
Recharacterization	10
Relevant Obligations	29
Representatives	5
Required Royalty Party	5
Responsible Employee of Seller	5
Retained Receivables	6
Royalty Deductions	6
Royalty Payment	6
Royalty Reports	6
Seller	1
Seller Indemnified Party	38
Seller IP Assets	6
Seller Material Adverse Effect	6
Seller Obligation	23
Specified Press Release	31
Subsidiary	6
Termination Date	45
Third Party Claim	38
Third Party Infringement Claim	35
Threshold Amount	7
Threshold Date	7
Total Net Amount	7
Transaction Documents	7
Zolgensma	7

Royalty Purchase Agreement, dated as of December 22, 2020 (this “Agreement”), between REGENXBIO Inc., a Delaware corporation, as Seller (“Seller”), the entities set forth on Schedule 1.1, as Purchaser (collectively, “Purchaser”), and, solely in its capacity as representative of the Purchaser, HCR COLLATERAL MANAGEMENT LLC, a Delaware limited liability company (“HCR Agent”).

Seller is a party to that certain License Agreement, dated March 21, 2014, between Seller and AveXis, Inc. (formerly known as BioLife Cell Bank, Inc.) (the “Licensee”), as amended and otherwise modified by that certain First Amendment to License Agreement, dated as of January 8, 2018, between Seller and the Licensee (the “First Amendment”) (as so amended and otherwise modified, and as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “License Agreement”).

Seller desires to sell, transfer, assign and convey to Purchaser, and Purchaser desires to purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Purchased Receivables (as defined below), for the consideration and on the terms and subject to the conditions set forth in this Agreement.

In consideration of the representations, warranties, covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

Section 1.1Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. For clarity, any reference to “Affiliates” of Licensee as of the date hereof shall include Novartis AG.

“Applicable Multiple” means, for each applicable time period specified below, the factor set forth below:

“Applicable Withholding Certificate” means, with respect to each Tax Purchaser and Purchaser Representative a valid, true and properly executed IRS Form W-9 (or any applicable successor form) stating the taxpayer identification number of such Tax Purchaser or Purchaser Representative, as applicable, and certifying under penalties of perjury that such Tax Purchaser or Purchaser Representative, as applicable, is a “United States Person” (within the meaning of Section 7701(a)(30) of the Code) and is exempt from United States federal backup withholding.

“Base Escrow Agreement” means that certain Master Escrow Agreement, substantially in the form of Exhibit F-1 attached hereto with such changes as may be agreed pursuant to Section 3.6, entered into by Purchaser and the Escrow Agent on or following the date hereof.

“Bill of Sale and Assignment” means that certain bill of sale and assignment, substantially in the form of Exhibit D attached hereto, entered into by Seller and Purchaser as of the date hereof.

“Business Day” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions located in New York, New York are permitted or required by applicable Law to remain closed.

“Call Price” means, as of any date (a) the product of (i) the Purchase Price and (ii) 1.50 minus (b) the Total Net Amount; provided, however, that solely for the purpose of determining the Call Price with respect to a Call Notice delivered on or before November 7, 2024, in the event that the then applicable Threshold Amount minus the Total Net Amount is less than $1,000,000, the Call Price shall equal such difference.¹

For the avoidance of doubt, the reduction in the Call Price in the foregoing proviso shall only apply and be available to Seller with respect to a Call Notice delivered on or before November 7, 2024, and, for a Call Notice delivered on any subsequent date, the Call Price shall equal (a) the product of (i) the Purchase Price and (ii) 1.50 minus (b) the Total Net Amount.

“Connection Tax” means any Tax to the extent that it would not be imposed but for (i) any connection of Purchaser with the jurisdiction of the applicable taxing authority (other than a connection arising solely from this Agreement or any transaction contemplated thereby) or (ii) any failure of Purchaser to provide any applicable documentation that is reasonably requested by the applicable withholding agent and that Purchaser is legally eligible to provide.

“Consent” means any consent, approval, license, permit, order, authorization, registration, filing or notice.

“Control” and its derivatives mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or other voting interests, by contract or otherwise.

“Escrow Agreement” means the Base Escrow Agreement, as supplemented by the Escrow Client Addendum.

“Escrow Client Addendum” means that certain Client Addendum, substantially in the form of Exhibit F-2 attached hereto with such changes as may be agreed pursuant to Section 3.6, entered into by Seller, Purchaser and the Escrow Agent on or following the date hereof

(c)any and all Royalty Payments to the extent attributable to Net Sales of Zolgensma sold prior to July 1, 2020;

(d)any and all royalty payments payable by the Licensee pursuant to the License Agreement other than the portion of the Royalty Payments that constitute Purchased Receivables;

(e)any and all reimbursements, milestone payments, fees (including sublicense fees), indemnification, damages, awards, settlement payments or any other payments,

compensation or consideration of any kind pursuant to (i) Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.8 and Section 8.4 of the License Agreement and (ii) Section 1 of the First Amendment;

(g)any and all other rights of Seller to payment, compensation or consideration under or in respect of the License Agreement (other than (i) the Purchased Receivables, (ii) Proceeds payable to Seller in respect of unpaid Purchased Receivables and (iii) Proceeds payable to Seller as a result of actions taken by Seller in accordance with Sections 6.6 and 6.14 hereof that are to be shared with Purchaser in accordance with such Sections).

“Governmental Entity” means any government, regulatory or administrative agency or commission, or other governmental agency, authority, instrumentality or body, whether foreign, federal, state or local, including any applicable patent office, the United States Food and Drug Administration, the European Medicines Agency, the United States National Institutes of Health, or any other governmental authority in any country.

“GSK” means SmithKline Beecham Corporation, a Pennsylvania corporation doing business as GlaxoSmithKline.

“GSK Agreement” means the License Agreement, dated as of March 6, 2009, as amended on April 15, 2009, by and between Seller and GSK, and as may be further amended, amended and restated, supplemented or otherwise modified from time to time.

“Knowledge of Seller” or “Knowledge,” when used with respect to Seller, means the actual knowledge of [****].

“Law” means any law, statute, rule, regulation, code, ordinance, treaty or order, whether domestic or foreign, and all applicable requirements, official directives, rules, consents, approvals and authorizations issued or promulgated by any Governmental Entity.

“Losses” means any and all losses, liabilities, expenses (including reasonable investigation costs and reasonable attorneys’ fees and expenses in connection with any third party action, suit or proceeding) and damages, including for the avoidance of doubt, Lost Profits.

“Lost Profits” means all damages and losses in respect of the loss of expected returns due to the loss of Purchased Receivables due from Licensee, but excluding, for the avoidance of doubt, lost opportunity costs resulting from this investment being made.

“Penn Agreement” means the License Agreement, effective on February 24, 2009, as amended on March 6, 2009, September 9, 2014, April 29, 2016, April 4, 2019 and September 11, 2020, between Seller and Penn, and as may be further amended, amended and restated, supplemented or otherwise modified from time to time.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, unincorporated organization, Governmental Entity or other entity or organization.

“Proceeds” means any amounts actually received by Seller from a Person (other than Purchaser or Purchaser Representative) as a result of any settlement or resolution of any actions, suits, proceedings, claims or disputes related to, and to the extent involving, the Receivables, except for any such amounts (a) that are required to be paid to the Licensee under Section 7.2.5 or the ReGenX Licensors under Section 7.2.6, in each case, of the License Agreement or (b) that are otherwise used to reimburse or indemnify the Licensee or the ReGenX Licensors for costs, expenses, legal fees or other fees relating to such actions, suits, proceedings, claims or disputes.

“Purchased Receivables” means, during the Purchased Royalty Period, 100% of all Receivables, it being understood and agreed that (i) once the Threshold Date or the Call Closing Date has occurred, Purchaser shall have no further interest in the Receivables and 100% of the Receivables shall constitute Retained Receivables and (ii) the portion of the Total Net Amount that exceeds the Threshold Amount shall belong to Seller and shall constitute Retained Receivables.

“Purchased Royalty Period” means the period beginning on (and including) July 1, 2020 and ending on the effective date of termination of the License Agreement pursuant to Article 6 of the License Agreement.

“Purchaser Material Adverse Effect” means any one or more of: (a) a material adverse effect on the ability of Purchaser or Purchaser Representative to consummate the transactions contemplated by the Transaction Documents and perform its obligations under the Transaction Documents and (b) a material adverse effect on (i) the validity or enforceability of the Transaction Documents against Purchaser or Purchaser Representative or (ii) the rights of Seller under the Transaction Documents.

“Receivables” means, (a) each Royalty Payment during the Purchased Royalty Period and (b) any interest on any amounts referred to in the immediately preceding clause (a) payable by the Licensee pursuant to Section 3.7 of the License Agreement.

“Representatives” means, collectively, with respect to any Person, the trustees, directors, board members, members, partners, managers, officers, employees, agents, advisors or other representatives (including attorneys, accountants, consultants, scientists and financial advisors) of such Person.

“Required Royalty Party” means (a) for any date prior to the earlier of the Threshold Date and the Call Closing Date, Purchaser and (b) on any date on or after the earlier of the Threshold Date or the Call Closing Date, Seller.

“Responsible Employee of Seller” means any employee of Seller referred to in the definition of “Knowledge of Seller” and any successor to such employee.

“Retained Receivables” means the portion of the Receivables that does not constitute Purchased Receivables.

“Royalty Deductions” means in respect of any Royalty Payments (a) any adjustments, modifications, offsets, credits, reductions or deductions to such Royalty Payments made pursuant to the License Agreement, (b) any royalties payable in respect to such Royalty Payments to GSK in accordance with Section 3.3 of the GSK Agreement at the rate specified in Section 4.10(k) and (c) to the extent not offset on account of amounts paid in respect of clause (b) or otherwise, any royalties payable in respect to such Royalty Payments to Penn in accordance with Section 3.2 of the Penn Agreement.

“Royalty Payment” means the running royalty payments payable by the Licensee to Licensor pursuant to Section 3.4.1 of the License Agreement in respect of Net Sales of Zolgensma sold, after giving effect to all Royalty Deductions applicable thereto and any adjustments required under Section 3.4.1.1 of the License Agreement. An illustrative calculation of the Royalty Payment and Royalty Deductions based on Net Sales of Zolgensma sold during the Calendar Quarter ended September 30, 2020 is attached as Schedule 1.2.

“Royalty Reports” means the reports setting forth the calculation of the royalties due to Seller that are required to be delivered by the Licensee pursuant to Section 3.6.1 of the License Agreement.

“Seller IP Assets” means, collectively, (a) subject to the interests of Penn and the other ReGenX Licensors therein, the Listed Patents, (b) any rights to develop, make, use, have made, import, export, sell, have sold and/or offer to sell any Licensed Products, and (c) any other intellectual property or other proprietary rights of any kind that are owned or held by, or licensed to, Seller.

“Seller Material Adverse Effect” means any one or more of: (a) a material adverse effect on the ability of Seller to consummate the transactions contemplated by the Transaction Documents and perform its obligations under the Transaction Documents, (b) a material adverse effect on (i) the validity or enforceability of the Transaction Documents against Seller or (ii) the rights of Purchaser under the Transaction Documents, (c) a material adverse effect on the rights of Seller under the License Agreement, (d) a material adverse effect on the value of the Purchased Receivables (including the timing, amount or duration thereof), (e) a material adverse effect on the ability to perfect the security interest granted to Purchaser pursuant to Section 2.4 or (f) a material adverse effect on the right or ability of Purchaser to receive the Purchased Receivables or any payment due to Purchaser hereunder as contemplated by this Agreement after the Closing.

“Subsidiary” means, as of any date, any corporation, limited liability company, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity value or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held or (b) that is, as of such date, otherwise Controlled, by Seller or one or more subsidiaries of Seller or by Seller and one or more subsidiaries of Seller.

“Threshold Amount” means, as of any date, an amount equal to the product of (a) the Purchase Price and (b) the Applicable Multiple as of such date.

“Threshold Date” means the first date on which the Total Net Amount as of such date equals or exceeds the Threshold Amount. For purposes of determining the Threshold Date, and calculating the Total Net Amount, (a) Purchased Receivables attributable to Royalty Payments paid by the Licensee shall be deemed to have been remitted to Purchaser in equal installments on each day of the calendar quarter in respect of which such payment is made, and (b) all other amounts shall be deemed to have been remitted to Purchaser on the date on which such amounts actually were remitted to, or otherwise received by, Purchaser.

“Total Net Amount” means, as of any date, (a) the aggregate amount of all payments remitted to, or otherwise received by, Purchaser on or prior to such date pursuant to the Transaction Documents and the Licensee Instruction Letter (reduced, for the avoidance of doubt, by any amounts that Purchaser does not actually receive because such amounts are payable to any taxing authority, other than any withholding imposed in respect of Connection Taxes (“Connection Tax Withholding”), which Connection Tax Withholding shall be deemed to have been payments received by Purchaser), including (i) all payments in respect of Purchased Receivables pursuant to the Licensee Instruction Letter or Section 6.2, Section 6.4(b)(iii), and Section 6.14(c) (or otherwise), (ii) the aggregate amount of Proceeds that are remitted to, or otherwise received by, Purchaser pursuant to Section 6.6, (iii) the aggregate amount of consideration remitted to, or otherwise received by, Purchaser by virtue of its consent rights hereunder, (iv) the aggregate amount of all payments made by Seller pursuant to Section 7.1(a) (except to the extent such payments are paid to make Purchaser or any Purchaser Indemnified Party whole with respect to an out-of-pocket Loss incurred by Purchaser or such Purchaser Indemnified Party), and (v) the Q3 Royalty Adjustment (as defined below) less (b) (i) all overpayments of Royalty Payments required to be, and actually, reimbursed by Purchaser to Seller pursuant to Section 6.4(b)(ii) (or otherwise) on or prior to such date (but only to the extent that such overpayments have been included in the calculation of the Total Net Amount under the immediately preceding clause (a)), and (ii) the aggregate amount of all costs and expenses actually paid by Purchaser (and not actually reimbursed to Purchaser, whether by Seller or any other Person) on or prior to such date pursuant to Section 6.4(b), Section 6.6 and Section 6.14(d).

“Transaction Documents” means this Agreement, the Escrow Agreement, the Bill of Sale and Assignment, and the Licensee Instruction Letter.

Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the License Agreement. In the event a capitalized term used herein is defined in both this Agreement and the License Agreement, the meaning given to such term in this Agreement shall control.

Section 1.2Certain Interpretations. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement:

(a)“include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(b)“hereof,” “hereto,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c)references to a Contract mean such Contract as from time to time amended, amended and restated, supplemented or otherwise modified, in each case, to the extent not prohibited by such Contract or this Agreement;

(e)references to an “Article,” “Section,” “Exhibit” or “Schedule” refer to an Article or Section of, or an Exhibit or Schedule to, this Agreement;

(f)references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States;

(g)references to a Law include any amendment or modification to such Law and any rules and regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules and regulations occurs, before, on or after the date of this Agreement; and

(h)references to this “Agreement” shall include a reference to all Schedules and Exhibits attached to this Agreement (including the Schedule of Exceptions attached hereto as Exhibit C), all of which constitute a part of this Agreement and are incorporated herein for all purposes.

(a)Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign and convey to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, free and clear of all liens and encumbrances (other than those contemplated by this Agreement and the Escrow Agreement), all of Seller’s right, title and interest in and to the Purchased Receivables. It is understood and agreed that Purchaser shall not, by purchase of the Purchased Receivables, acquire any assets or rights of Seller under, or relating to, the License Agreement other than those specified in the immediately preceding sentence.

(b)Purchase Price. The purchase price for the Purchased Receivables, net of any deduction for any withholding or other taxes, is $200,000,000 (the “Purchase Price”).

Section 2.2No Purchase or Sale of Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, Seller shall retain all its right, title and interest in and to, and there shall be excluded from the sale, transfer, assignment and conveyance to Purchaser under this Agreement, all Excluded Assets.

Section 2.3No Obligations Transferred. Notwithstanding anything to the contrary contained in this Agreement, (a) the sale, transfer, assignment and conveyance to Purchaser of the Purchased Receivables pursuant to this Agreement shall not in any way subject Purchaser to, or transfer, affect or modify, any obligation or liability of Seller under the License Agreement and (b) Purchaser expressly does not assume or agree to become responsible for any obligation or liability of Seller whatsoever, whether presently in existence or arising or asserted hereafter, under the License Agreement, the GSK Agreement, the Penn Agreement or otherwise, except to the extent expressly contemplated by Section 6.4 or Section 6.9 (collectively, the “Assumed Liabilities and Obligations”). All such obligations and liabilities of Seller that are not transferred to Purchaser hereunder, as set forth in this Section 2.3 (collectively, the “Excluded Liabilities and Obligations”) shall be retained by, and remain the obligations and liabilities of, Seller after the Closing. All such Excluded Liabilities and Obligations shall be satisfied by Seller, and in no event shall such Excluded Liabilities and Obligations be included in the amount of any Royalty Deductions.

(a)Seller and Purchaser intend and agree that the sale, transfer, assignment and conveyance contemplated by this Agreement be, and is, a true, complete, absolute and irrevocable sale, transfer, assignment and conveyance by Seller to Purchaser of all of Seller’s right, title and interest in and to the Purchased Receivables. Neither Seller nor Purchaser intends the transactions contemplated by this Agreement to be, or for any purpose characterized as, a loan from Purchaser to Seller or a pledge, a security interest, a financing transaction or a borrowing. Seller disclaims any beneficial ownership interest in the Purchased Receivables upon execution of this Agreement and each of Seller and Purchaser hereby waives, to the maximum extent permitted by applicable Law, any right to contest or otherwise assert that this Agreement does not constitute a true, complete, absolute and irrevocable sale, transfer, assignment and conveyance by Seller to Purchaser of all of Seller’s right, title and interest in and to the Purchased Receivables under applicable Law, which waiver shall, to the maximum extent permitted by applicable Law, be enforceable against Seller in any bankruptcy or insolvency proceeding relating to Seller. Seller will treat the sale, transfer, assignment and conveyance of the Purchased Receivables as sales of “accounts” in accordance with the UCC (to the extent applicable) and Seller does hereby authorize Purchaser, on and after the Closing, to file such financing statements (and continuation statements with respect to such financing statements when applicable) (the “Financing Statements”) naming Seller as the seller and Purchaser Representative as the agent for the purchaser of the Purchased Receivables as may be necessary to perfect such sale.

(b)In furtherance of the foregoing statement of the intent of Seller and Purchaser, and for the purposes of providing additional assurance to Purchaser in the event that, despite the intent of the parties hereto, the sale, transfer, assignment and conveyance contemplated by this Agreement is hereafter recharacterized as something other than a true sale or such sale will for any reason be ineffective or unenforceable as such, as determined in a judicial, administrative

or other proceeding (any of the foregoing being a "Recharacterization"), Seller does hereby grant to Purchaser and Purchaser Representative, as agent for Purchaser, as security for the payment of amounts to Purchaser equal to the Purchased Receivables as they become due and payable, a continuing security interest of first priority in and to all right, title and interest of Seller, in, to and under the Purchased Receivables and any “proceeds” (as such term is defined in the UCC) thereof, and Seller does hereby authorize Purchaser and Purchaser Representative, from and after the Closing, to file such financing statements (and continuation statements with respect to such financing statements when applicable) in such manner and such jurisdictions as are necessary or appropriate to perfect such security interest.

(a)At any time on or prior to the Threshold Date, Seller shall have the right (the “Call Option”), exercisable upon [****] Business Days prior written notice to Purchaser (the “Call Notice”), to repurchase from Purchaser all, but not less than all, of Purchaser’s right to, and interest in, the Purchased Receivables for a repurchase price equal to the Call Price. In order to exercise the Call Option, Seller shall deliver written notice to Purchaser of its election to so repurchase the Purchased Receivables and setting forth the proposed closing date (the “Call Closing Date”). Purchaser shall notify Seller within [****] Business Days of its calculation of the Total Net Amount received by Purchaser up to the date of calculation, which calculation shall be reasonably acceptable to Seller and which shall be used by Seller and Purchaser in connection with determining the Call Price.

(b)On the Call Closing Date, Seller shall repurchase from Purchaser the Purchased Receivables by payment of the Call Price made by wire transfer of immediately available funds to the account set forth on Exhibit B or such other account as Purchaser may designate in writing. Purchaser and Seller shall execute and deliver to the other party a bill of sale with respect to the Purchased Receivables substantially similar to the Bill of Sale reflecting the exercise of the Call Option.

Section 3.1Closing. The closing of the purchase and sale of the Purchased Receivables (the “Closing”) shall take place at the offices of Covington & Burling LLP, The New York Times Building, 620 Eighth Avenue, New York, New York, 10018, at 10:00 a.m. New York City time on the date hereof, or at such other place, time and date as the parties hereto may mutually agree. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

Section 3.2Payment of Purchase Price. At the Closing, Purchaser shall deliver to Seller payment of an amount equal to the Purchase Price less the Q3 Royalty Adjustment by wire transfer of immediately available funds to the account set forth in Exhibit A and without any deduction for withholding or other taxes and without any other set off or deduction of any kind. The “Q3 2020 Royalty Adjustment” means $4,000,000.

Section 3.3Closing Certificate. At the Closing, Seller shall deliver to Purchaser a certificate of an officer or other authorized signatory of Seller, dated the Closing Date, certifying as to the Seller’s organizational documents and the attached resolutions adopted by the Board of Directors of Seller or a duly authorized committee thereof authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated by the Transaction Documents.

Section 3.4Bill of Sale and Assignment. At the Closing, Seller and Purchaser shall each deliver to the other party hereto a duly executed counterpart to the Bill of Sale and Assignment, evidencing the sale and assignment to Purchaser of the Purchased Receivables.

Section 3.5Tax Forms. Prior to the Closing, each Tax Purchaser and Purchaser Representative shall have delivered to each of Seller and the Escrow Agent an Applicable Withholding Certificate.

(a)On or promptly following the Closing, (i) Purchaser shall deliver to Seller a duly executed counterpart to the Base Escrow Agreement, (ii) each of Seller and Purchaser shall deliver to the other party hereto a duly executed counterpart to the Escrow Client Addendum and (iii) each party hereto shall receive a duly executed counterpart to the Escrow Agreement from the Escrow Agent. The Escrow Agreement shall be substantially in the form previously agreed between Seller and Purchaser set forth on Exhibit F-1 and Exhibit F-2 hereof, with only such changes as may be requested by the Escrow Agent and are reasonably acceptable to each of Seller and Purchaser. Seller and Purchaser shall work in good faith towards the prompt finalization of the Escrow Agreement with the Escrow Agent.

(b)Purchaser agrees (i) not to amend, waive or otherwise modify the Base Escrow Agreement in a manner that would adversely affect Seller without the consent of Seller; provided that Purchaser and Seller shall negotiate in good faith with respect to any such proposed amendment, waiver or modification and (ii) not to assign any of its right, title and interest in and to the Base Escrow Agreement other than to an Affiliate of Purchaser or the Purchaser Representative or in connection with, and to the extent of, any assignment permitted under this Agreement.

(c)At Seller’s request, Purchaser agrees to provide Seller with reasonable access to any monthly statements or similar information relating to the escrow account that are provided by the Escrow Agent to Purchaser pursuant to the Escrow Agreement.

Section 3.7Licensee Instruction Letter. Upon entry into the Escrow Agreement, Seller shall deliver to Licensee a duly executed letter of instruction, substantially in the form of Exhibit E attached hereto (the “Licensee Instruction Letter”), such delivery to be effected in accordance with Section 10.4 of the License Agreement and also by e-mail (with the Licensee Instruction Letter attached thereto as a PDF attachment) and such e-mail to include a request that Licensee confirm receipt thereof by e-mail.

Except as set forth on, or disclosed in, Exhibit C, Seller hereby represents and warrants to Purchaser and the Purchaser Representative that as of the time of the Closing on the date hereof:

Section 4.1Existence. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Seller has all corporate power and licenses, authorizations, consents and approvals required to carry on its business as now conducted and as proposed to be conducted in connection with the transactions contemplated by the Transaction Documents and the License Agreement, except, in each case, as would not reasonably be expected to have a Seller Material Adverse Effect.

Section 4.2Authorization. Seller has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated thereby, have been duly authorized by Seller.

Section 4.3Enforceability. Each of the Transaction Documents has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and by applicable bankruptcy, insolvency, moratorium and other similar Laws of general application relating to or affecting creditors’ rights generally.

Section 4.4Absence of Conflicts. The execution, delivery and performance by Seller of the Transaction Documents and the consummation of the transactions contemplated thereby will not: (i) conflict with, or constitute a breach of or default under any provision of (a) the organizational documents of Seller, (b) any Law or Judgment applicable to Seller, (c) the License Agreement, the GSK Agreement or the Penn Agreement or (d) any Contract (other than the License Agreement, GSK Agreement and Penn Agreement) to which Seller is a party or by which Seller is bound, except, in the case of clauses (b) and (d), for such breaches or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Seller Material Adverse Effect, (ii) result in the creation or imposition of any lien on the Purchased Receivables, except to the extent contemplated by the Transaction Documents and the Escrow Agreement, or (iii) give rise to any right of termination, cancellation or acceleration of any right of Seller as such right or obligation relates to the Purchased Receivables or the loss of any benefit relating to the Purchased Receivables.

Section 4.5Consents. No Consent of any Governmental Entity or any other Person is required by or with respect to Seller in connection with the execution, delivery and performance by Seller of the Transaction Documents or the consummation of the transactions contemplated thereby, except for (a) the Licensee Instruction Letter, (b) the filing of the Financing Statements with the Secretary of State of the State of Delaware, (c) such Consents, the failure of which to be

obtained or made, would not reasonably be expected to result in a Seller Material Adverse Effect, and (d) such Consents as shall have been obtained on or prior to the date hereof.

Section 4.6Litigation. No action, suit, proceeding or investigation before any Governmental Entity, court or arbitrator is pending, or, to the Knowledge of Seller, threatened, against Seller or its Subsidiaries that, individually or in the aggregate, would reasonably be expected to result in a Seller Material Adverse Effect.

Section 4.7Compliance with Laws. Neither Seller nor any of its Subsidiaries has violated, is in violation of, has been given written notice that it has violated, and, to the Knowledge of Seller, neither Seller nor any of its Subsidiaries is under investigation with respect to its violation of, and has not been threatened to be charged with any violation of, any applicable Law or any Judgment of any Governmental Entity, court or arbitrator, which violation would reasonably be expected to result in a Seller Material Adverse Effect.

Section 4.8Brokers’ Fees. Other than the Escrow Agent, there is no investment banker, broker, finder, financial advisor or other Person who has been retained by or is authorized to act on behalf of Seller who is entitled to any fee or commission from Purchaser in connection with the transactions contemplated by this Agreement.

(a)License Agreement; Royalty Reports; Material Notices. Attached hereto as Schedule 4.9(a) are the following: (i) a true, correct and complete copy of the License Agreement; (ii) the Royalty Reports in respect of each Calendar Quarter ended on or prior to the date hereof that have been received by Seller prior to the date hereof (it being understood and agreed that all information in such Royalty Reports that does not relate to or involve the Royalty Payments has been redacted); (iii) the Development Progress Reports that have been received by Seller prior to the date hereof (it being understood and agreed that all information in such Development Progress Report that does not relate to or involve Zolgensma has been redacted) and (iv) all written notices delivered to the Licensee or its Affiliates by Seller, or by the Licensee or its Affiliates to Seller, pursuant to the License Agreement that could reasonably be expected to have an effect on the value of the Purchased Receivables in any material respect, in each case, since [****] (excluding pre-execution drafts and prior versions of the First Amendment and any accompanying or related correspondence).

(b)Validity and Enforceability of License Agreement. The License Agreement is a valid and binding obligation of Seller and, to the Knowledge of Seller, of the Licensee, enforceable against each of Seller and, to the Knowledge of Seller, the Licensee in accordance with its terms, except as may be limited by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and by applicable bankruptcy, insolvency, moratorium and other similar Laws of general application relating to or affecting creditors’ rights generally. Seller has not received any written notice or, to its Knowledge, other notice from the Licensee or its Affiliates challenging the validity or enforceability of the License Agreement or any obligation of the Licensee to pay the Royalty Payments thereunder.

(c)No Waivers, Releases or Amendments. Seller (i) has not granted any material written waiver or, to the Knowledge of Seller, any other material waiver, under the License Agreement, (ii) has not granted any waiver under the License Agreement related to, or involving, any Royalty Payments or any Royalty Deductions and (iii) has not released the Licensee, in whole or in part, from any of its material obligations under the License Agreement, except, in each case of the immediately foregoing clauses (i), (ii) and (iii), to the extent set forth in the License Agreement. Since [****], Seller has not received from the Licensee or its Affiliates any written proposal, and has not made any proposal to the Licensee or its Affiliates, to amend or waive any provision of the License Agreement.

(d)No Termination, etc. Seller has not (i) given the Licensee or its Affiliates any notice of termination of the License Agreement pursuant to Article 6 of the License Agreement (or otherwise) or (ii) received from the Licensee or its Affiliates any written notice of termination of the License Agreement pursuant to Article 6 of the License Agreement (or otherwise). To the Knowledge of Seller, no event has occurred that would give Seller a right to terminate the License Agreement pursuant to Article 6 of the License Agreement. Seller has not received any written notice or, to its Knowledge, other notice from the Licensee or its Affiliates expressing any intention or desire to terminate the License Agreement.

(e)No Breaches. Except, for the avoidance of doubt, as set forth on Exhibit C hereof, Seller has not breached any provision of the License Agreement in any material respect, and, to the Knowledge of Seller, the Licensee has not breached any provision of the License Agreement in any material respect.

(f)Payments Made. Seller has received from the Licensee each of the amounts specified in the section captioned “Quarterly Royalties in USD” in the Royalty Reports delivered by the Licensee in respect of each Calendar Quarter ended on or prior to the date hereof that have been received by Seller prior to the date hereof.

(g)No Royalty Deductions. Except for Royalty Deductions pursuant to Section 3.4 of the License Agreement, the Royalty Payments have not been and, to the Knowledge of Seller, are not, subject to any Royalty Deduction pursuant to clause (a) of the definition thereof. To the Knowledge of Seller, no event or condition exists that would permit the Licensee to claim any Royalty Deduction against payment of the Royalty Payments pursuant to clause (a) of the definition thereof, other than Royalty Deductions pursuant to Section 3.4 of the License Agreement. Except for Royalty Deductions pursuant to Section 3.4 of the License Agreement, Seller has not received any written notice or, to its Knowledge, any other notice from the Licensee or its Affiliates expressing an intention by the Licensee to take any Royalty Deductions or otherwise offset, credit against, reduce or deduct from the Receivables because of any amount owed or claimed owed from Seller to the Licensee. To the Knowledge of Seller, except as specified in the section captioned “Anti Stacking Calculation” in the Royalty Reports attached hereto as Schedule 4.9(a), there are no third party patents triggering a setoff right against the Royalty Payments.

(h)No Assignments. Seller has not consented to any assignment by the Licensee of, and, to the Knowledge of Seller, the Licensee has not assigned, the License Agreement or any part thereof. Except as contemplated by the Transaction Documents, Seller has

not assigned, in whole or in part, and has not granted any liens upon or security interests with respect to, the License Agreement or the Receivables.

(i)No Indemnification Claims. Seller has not given any notice to the Licensee or its Affiliates regarding any claims for indemnification under Section 8.4 of the License Agreement.

(j)Examinations. Seller has not initiated any review or audit pursuant to Section 3.6.5 of the License Agreement.

(k)No Other Agreements. Other than the License Agreement, there are no Contracts between Seller or any of its Affiliates, on the one hand, and the Licensee or any of its Affiliates (including Novartis AG), on the other hand, that (i) relate to Zolgensma or (ii) that would reasonably be expected to result in a Seller Material Adverse Effect.

(m)No Disputes. Except, for the avoidance of doubt, as set forth on Exhibit C hereof, Seller has not (i) received any written notice of any dispute from the Licensee or any of its Affiliates for resolution pursuant to Section 10.6 of the License Agreement or (ii) given any notice of any dispute to the Licensee for resolution pursuant to Section 10.6 of the License Agreement.

(n)Sub-licenses. Seller has not received from the Licensee or any of its Affiliates any written notice of any sub-license granted by the Licensee under the License Agreement, and, to the Knowledge of Seller, no executed sublicenses or other agreements have been entered into by Licensee or its Affiliates.

(a)GSK Agreement; Reports; Material Notices. Attached hereto as Schedule 4.10(a) are the following: (i) a true, correct and complete copy of the GSK Agreement; (ii) the reports delivered by Seller to GSK under Section 3.5.1 of the GSK Agreement and relating to Zolgensma in respect of each Calendar Quarter ended on or prior to the date hereof (it being understood and agreed that all information in such reports that does not relate to or involve the Royalty Payments has been redacted); and (iii) all material written notices delivered to GSK by Seller, or by GSK to Seller, pursuant to the GSK Agreement relating to or involving Zolgensma, in each case since [****].

(b)Validity and Enforceability of GSK Agreement. The GSK Agreement is a valid and binding obligation of Seller and, to the Knowledge of Seller, of GSK, enforceable against each of Seller and, to the Knowledge of Seller, GSK in accordance with its terms, except as may be limited by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and by applicable bankruptcy, insolvency, moratorium and other similar Laws of general application relating to or affecting creditors’ rights generally. Seller has not received any written notice from GSK challenging the validity or enforceability of the GSK Agreement, to the extent related to or involving Zolgensma.

(c)No Waivers, Releases or Amendments. In each case, to the extent related to or involving Zolgensma, Seller (i) has not granted any material written waiver or, to the Knowledge of Seller, any other material waiver, under the GSK Agreement, and (ii) has not released GSK, in whole or in part, from any of its material obligations under the GSK Agreement, except, in each case of the immediately foregoing clauses (i) and (ii), to the extent set forth in the GSK Agreement. Since [****], Seller has not received from GSK any written proposal, and has not made any proposal to GSK, to amend or waive any provision of the GSK Agreement, to the extent related to or involving Zolgensma.

(d)No Termination, etc. Seller has not (i) given GSK any notice of termination of the GSK Agreement pursuant to Article 6 of the GSK Agreement (or otherwise) or (ii) received from GSK any written notice of termination of the GSK Agreement pursuant to Article 6 of the GSK Agreement (or otherwise). To the Knowledge of Seller, no event has occurred that would give GSK a right to terminate the GSK Agreement pursuant to Article 6 of the GSK Agreement. Seller has not received any written notice from GSK expressing any intention or desire to terminate the GSK Agreement.

(e)No Breaches. Except, for the avoidance of doubt, as set forth on Exhibit C hereof, Seller has not breached any provision of the GSK Agreement in any material respect, and, to the Knowledge of Seller, GSK has not breached any provision of the GSK Agreement in any material respect, in each case, related to or involving Zolgensma.

(f)Payments Made. Seller has paid to GSK each of the amounts specified in the section captioned “Total Royalties Due” in the reports delivered to GSK under Section 3.5.1 of the GSK Agreement and related to or involving Zolgensma in respect of each Calendar Quarter ended on or prior to the date hereof that have been delivered by Seller to GSK prior to the date hereof.

(g)No Assignments. Seller has not consented to any assignment by GSK of, and, to the Knowledge of Seller, GSK has not assigned, the GSK Agreement or any part thereof. Seller has not assigned, in whole or in part, and has not granted any liens upon or security interests with respect to, the GSK Agreement, to the extent related to or involving Zolgensma.

(h)No Indemnification Claims. Seller has not given any notice to GSK regarding any claims for indemnification under Section 8.4 of the GSK Agreement, to the extent related to or involving Zolgensma.

(i)Examinations. GSK has not initiated any review or audit pursuant to Section 3.5.3 of the GSK Agreement.

(j)No Disputes. Except, for the avoidance of doubt, as set forth on Exhibit C hereof, Seller has not (i) received any written notice of any dispute from GSK for resolution pursuant to Section 10.5 of the GSK Agreement or (ii) given any notice of any dispute to GSK for resolution pursuant to Section 10.5 of the GSK Agreement, in each case, related to or involving Zolgensma.

Section 4.11Title to Purchased Receivables. Seller has good and valid title to the Purchased Receivables, free and clear of all liens and encumbrances (other than those contemplated by this Agreement and the Escrow Agreement). Upon payment of the amount specified in Section 3.2(a) by Purchaser and the filing of the Financing Statements with the Secretary of State of the State of Delaware, Purchaser will have acquired, subject to the terms and conditions set forth in this Agreement, good and valid title to the Purchased Receivables, free and clear of all liens and encumbrances (other than those contemplated by this Agreement and the Escrow Agreement). Except as contemplated by this Agreement and the Escrow Agreement, Seller is the sole Person with rights to receive the Purchased Receivables.

(a)Listed Patents. The issued patents and pending patent applications listed on Schedule 4.12(a) are referred to in this Agreement as the “Listed Patents.” Schedule 4.12(a) specifies (x) with respect to each Listed Patent that is an issued patent, (i) the jurisdiction in which such Listed Patent has issued as a patent and (ii) the patent number of such Listed Patent and (y) with respect to each Listed Patent that is a pending patent application, (i) the jurisdiction in which such Listed Patent is pending and (ii) the patent application number of such Listed Patent.